LEASE MODIFICATION
This LEASE MODIFICATION, made this 1 day of March, 1995 by and between
Glades Twin Plaza Limited, a Florida Limited Partnership, as Landlord
and Earth Care Products of America, Inc., a Florida Corporation, as
Tenant:
WITNESSETH:
WHEREAS, by Lease bearing date October 18, 1993, Landlord let to Tenant
the following premises and appurtenances:
Approximately 2,470 ft rentable square feet located on the fourth floor
of the office building known as Suite 440W located at 0000 Xxxxxx Xxxx,
Xxxx Xxxxx, Xxxx Xxxxx xxxxxx, Xxxxxxx
for a term of five (5) years commencing on December 1,1993 and ending on
November 30, 1998, to which lease reference is made for all and singular
the terms, conditions and provisions thereof; and
WHEREAS, in consideration of the mutual benefits to be derived, the
parties hereto modify said lease as hereinafter set forth;
WHEREAS, Tenant has expanded into adjacent space of 795 rentable square
feet for a total of 3,265 rentable square feet; and
NOW, THEREFORE, it is mutually understood and agreed as follows:
1. Effective March 1, 1995 the Base Rent and CAM shall be as follows
plus applicable Florida sales tax (6%):
03/01/95 3,265 @ $8.92 plus CAM $6.65 & Sales Tax = $4,490.52
12/01/95 3,265 @ $9.37 plus CAM Pro Rata & Sales Tax =
12/01/96 3,265 @ $9.83 plus CAM Pro Rata & Sales Tax =
12/01/97 3,265 @ $10.33 plus CAM Pro Rata & Sales Tax =
2. Security Deposit held shall be in the amount of $4,490.52.
3. Provided this Lease is not otherwise in default and has never been
in default, Tenant shall have the option to renew the within Lease at
the same terms and conditions except as to rental rate, tenant
improvements, Operating Expense cap and renewal option, for an
additional term of five (5) years upon giving one hundred eighty (180)
days prior written notice to Landlord.
4. All other Terms and Conditions of the above referenced Lease shall
remain in full force and effect.
5. Waiver of Defenses and Claims. Tenant does hereby confirm and
ratify, that, as of the date hereof, the Lease Agreement is in good
standing, in full force and effect, and that Tenant has no set-offs,
counter claims or cross claims against Landlord.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease
Modification the day and year first above written.
BY:
Landlord: Glades Twin Plaza Limited,
A Florida Limited Partnership
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President, General Partner
TENANT: Earth Care Products of
America, Inc., a Florida
Corporation
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Title: President
GLADES TWIN PLAZA
STANDARD OFFICE LEASE
THIS LEASE, dated 10/18/93, for purposes of reference only, is made and
entered into by and between GLADES TWIN PLAZA, a registered fictitious
name ("Landlord"), and Earth Care Products of America, Inc., a Florida
Corporation ("Tenant").
WITNESSETH :
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord
the Premises described in paragraph l (b) below for the term and subject
to the terms, covenants, agreements and conditions hereinafter set
forth, to each and all of which Landlord and Tenant hereby mutually
agree.
1. DEFINITIONS: Unless the context otherwise specifies or requires,
the following terms shall have the meanings herein specified:
(a) The term "Office Center" shall mean the real property described on
"Exhibit A" attached hereto occupied by two buildings designated as the
"East Building" and the "West Buildings, (collectively, the "Buildings")
known as GLADES TWIN PLAZA, located at 0000 Xxxxxx Xxxx, Xxxx Xxxxx,
Xxxxxxx.
(b) The Term "Premises" shall mean the portion of the Office Center
located in the East Building or West Building as specified in the Basic
Lease Information which is outlined in red on the floor plan(s) attached
hereto as "Exhibit C."
(c) The term "Operating Expenses" shall mean the amount of all of
Landlord"s costs and expenses incurred in connection with the operation
and maintenance of the Office Center for a particular calendar year as
determined by Landlord in a consistent manner, including by way of
illustration and not limitation: all general real estate taxes and all
special assessments levied against the Office Center (hereinafter called
"real estate taxes"), other than penalties for late payment; costs and
expenses of contesting the validity or amount of real estate taxes;
insurance premiums, water, sewer, electrical and other utility charges
other than the separately billed electrical and other charges paid by
Tenant as provided in this Lease; service and other charges paid in
connection with the operation and maintenance of the elevator and the
heating, ventilation and air conditioning system; cleaning and other
janitorial services; tools and supplies repair costs; landscape
maintenance costs; security services; licensee, permit and inspection
fees; management fees; wages and related employee benefits payable for
the maintenance and operation of the Office Center; and in general all
other costs and expenses which would, under generally accepted
accounting principles, be regarded as operating and maintenance costs
and expenses, including those which would normally be amortized over a
period not to exceed five (5) years. Operating Expenses shall also
include the cost or portion thereof reasonably allocable to the Office
Center, of any capital improvement made to the Office Center by Landlord
after the date of this Lease which is required under any governmental
law or regulation that was not applicable to the Office Center at the
time it was constructed, with such cost being amortized over such period
of time and in such manner as Landlord shall reasonably determine,
together with interest on such cost or the unamortized balance thereof
at the rate of twelve percent (12%) per annum.
(d) The term "Rent" shall mean the sum of the Base Rent, as defined in
Section 3 (a) hereof, "Operating Expense Reimbursement" as defined in
Section 3 (a)(2) hereof, and any other additional rent as specified
herein.
(e) The term "Tenant"s Percentage Share" shall mean the percentage
figure specified in the Basic Lease Information. Landlord and Tenant
acknowledge that Tenant"s Percentage Share has been obtained by dividing
the Rentable Area of the premises, as specified in the Basic Lease
Information, by the total Rentable Area of the Buildings, which Landlord
and Tenant agree is 99,874 square feet, and multiplying such quotient by
100,
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:
2. TERM; COMPLETION OF IMPROVEMENTS: The term of this Lease shall
commence and, unless terminated as hereinafter provided, shall end on
the dates respectively specified In the Basic Lease Information. If
Landlord, for any reason whatsoever, cannot deliver possession of the
Premises to Tenant at the commencement of said term, as above specified,
this Lease shall not be void or voidable, nor shall Landlord be liable
to Tenant for any loss or damage resulting therefrom, but in that event,
subject to any contrary provisions In "Exhibit B" attached hereto,
rental shall be waived for the period between the commencement of said
term and the time when Landlord can deliver possession.
(b) In the event the Premises are ready for occupancy prior to the date
set forth in the Basic Lease Information for the commencement of the
term of the Lease, Tenant shall have the right to take early occupancy
of the Premises on such date as Landlord and Tenant shall agree, and
Tenant shall occupy the Premises under the terms, conditions and
provisions of this Lease until the term of the Lessee shall commence.
Notwithstanding the foregoing provisions of this paragraph 2 above. the
term of the Lease shall commence on the first day of the month following
that in which possession is given.
3. RENT:
(a) Tenant shall pay in advance on the first day of each month during
the term hereof the following sums:
(i) Base Rent.
(A) Initial Base Rent. The Base Rent payable during the first twelve
(12) month period from the commencement of the term shall be the sum
specified in the Basic Lease Information as the Initial Base Rent. If
Tenant"s possession commences on other than the first day of the month,
Tenant shall occupy the Leased Premises under the terms, conditions and
provisions of this Lease, and the pro rata portion of the monthly rent,
for said month, shall be paid, and the term of this Lease shall commence
on the first day of the month following that in which possession is
given.
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(ii) Operating Expense Reimbursement. Tenant agrees to pay as
Operating Expense Reimbursement, prorated {or that part of the term
within the applicable calendar year, Tenant"s Percentage Share of the
total amount of the annual Operating Expenses.
Payment of Tenant"s Percentage Share of Operating Expenses. Tenant"s
Percentage Share of Operating Expenses for each calendar year (herein
referred to as Annual Operating Expense Reimbursement) shall be
estimated annually by Landlord and written notice thereof shall be given
to Tenant prior to the beginning of each calendar year. Tenant shall
additionally pay to Landlord each month at the same time the monthly
installment of Base Rent is due, an amount equal to one-twelfth (1/12th)
of the estimated Annual Operating Expense Reimbursement. The estimated
Annual Operating Expense for the calendar year that includes the Lease
Commencement date and the Tenant"s corresponding estimated Annual
Operating Expense Reimbursement is indicated in the Basic Lease
Information.
Increases in Estimated Annual Operating Expense Reimbursement. If real
estate taxes, the cost of utility or Janitorial services, or other
Operating Expenses increase during a calendar year, Landlord may
increase the estimated Annual Operating Expense Reimbursement during
such year by giving Tenant written notice of that effect, and thereafter
Tenant shall additionally pay to Landlord, in each of the remaining
months of such year, an amount equal to the amount of such Increase in
the estimated Annual Operating Expense Reimbursement divided by the
number of months remaining in such year.
Adjustment to Actual Annual Operating Expense Reimbursement. After the
end of each calendar year, Landlord shall prepare and deliver to Tenant
a statement showing Tenant"s actual Annual Operating Expense
Reimbursement, determined by multiplying Tenant"s Percentage Share by
the actual Operating Expenses for the calendar year just ended. Within
thirty (30) days after receipt of the aforementioned statement, Tenant
shall pay to Landlord, or Landlord will credit against the next rent
payment or payments due from Tenant, as the case may be, the difference
between tenant"s actual Annual Operating Expense Reimbursement for the
preceding calendar year and the estimated amount paid by Tenant during
such year. If this Lease shall commence, expire or be terminated on any
date other than the last day of a calendar year, then Tenant"s Annual
Operating Expense Reimbursement for such partial calendar year shall be
prorated on the basis of the number of days during the year this Lease
was in effect in relation to the total number of days in such year.
Improved Operating Efficiency. If Landlord shall, at any time after the
Commencement Date, install a laborsaving device or other equipment,
which improves the operating efficiency of any system within the
Building (such as an energy management computer system) and thereby
limits Operating Expenses or the cost of electricity to operate the
building, or limits future increases in Operating Expenses or electrical
costs, then Landlord may add to Operating Expenses an annual
amortization allowance equal to the costs of such equipment, together
with interest at the rate of twelve percent (12%) per annum on the
unamortized balance thereof, amortized in equal installments over such
period a. Landlord shall reasonably determine; provided, however, that
the amount of such annual amortization allowance and interest shall not
exceed the annual cost or expense limitation attributed by Landlord to
such installed device or equipment, and in no event shall the sum of
Tenant"s Annual Operating Expense Reimbursement plus the Cost of
electricity paid for by Tenant be increased over what it would have been
if such labor saving device or other equipment had not been installed.
(b) Tenant Verification. Tenant or its accountants after giving
Landlord no less than five (5) business days advance written notice
shall have the right to inspect and copy, at reasonable times and in a
reasonable manner
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_a_t_ _L_a_n_d_l_o_r_d__ s_ _o_f_f_i_c_e_,_ _d_u_r_i_n_g_ _t_h_e_
_t_h_r_e_e_ _(_3_)_ _m_o_n_t_h_ _p_e_r_i_o_d_ _f_o_l_l_o_w_i_n_g_
_t_h_e_ _d_e_l_i_v_e_r_y_ _o_f_ _L_a_n_d_l_o_r_d__ s_
_s_t_a_t_e_m_e_n_t_ _o_f_ _t_h_e_ _a_c_t_u_a_l_ _a_m_o_u_n_t_ _o_f_
_O_p_e_r_a_t_i_n_g_ _E_x_p_e_n_s_e_s_ _s_u_c_h_ _o_f_ _L_a_n_d_l_o_r_d__
s_ _b_o_o_k_s_ _o_f_ _a_c_c_o_u_n_t_ _a_n_d_ _r_e_c_o_r_d_s_ _a_s_
_p_e_r_t_a_i_n_ _t_o_ _a_n_d_ _c_o_n_t_a_i_n_ _I_n_f_o_r_m_a_t_i_o_n_
_c_o_n_c_e_r_n_i_n_g_ _s_u_c_h_ costs and expenses in order to verify
the amounts thereof. If Tenant shall dispute any item or items included
in the determination of Operating Expenses for a particular fiscal year,
and such dispute is not resolved by the parties hereto within seven (7)
months after the statement for such year was delivered to Tenant, then
Landlord or Tenant, provided Tenant has first paid its Annual Operating
Expense Reimbursement including such disputed item or items, may, within
thirty (30) days thereafter, request that a firm of independent
certified public accountants selected by Landlord and reasonably
acceptable to Tenant render an opinion as to whether or not the disputed
item or items may properly be included in the determination of Operating
Expenses for such year; and the opinion of such firm on the matter shall
be conclusive and binding upon the parties hereto. The fees and expenses
incurred in obtaining such an opinion shall be borne by the party
adversely affected thereby; and if more than one item is disputed and
the opinion adversely affects both parties, the fees and expenses shall
be apportioned accordingly. If Tenant shall not dispute any item or
items included in the determination of Operating Expenses for a
particular fiscal year within three months (3) after the statement for
such year was delivered to it, Tenant shall be deemed to have approved
such statement.
(c) Service Charge. If any installment of Base Rent or additional rent
provided for in this Lease, or any part thereof, is not paid by the due
date, it shall be subject to a service charge of one and one-half
percent (1 1/2%) of the unpaid rent due for each month or fraction thereof
(or such lesser percentage a. may be the maximum amount permitted by
law) until paid.
(d) Application of Payments. All sums due and payable pursuant to the
terms and provisions of this Lease shall be payable only in lawful money
of the United States of America which shall be legal tender in payment
of all debts and dues, public and private, at the time of payment, and
shall be applied in the following order of priority:
(i) Charges and expenses resulting from Tenant"s failure to timely
perform its obligations hereunder.
(ii) Operating Expense Reimbursement.
(iii) Additional rent and charges.
(iv) Base Rent including adjustments thereto.
4. USE: The Premises shall be used for general office purposes and no
other. Tenant shall not do or permit to be done in or about the
Premises, nor bring, keep or permit to be brought or kept therein,
anything which is prohibited by or will in any way conflict with any
law, statute, ordinance or governmental rule or regulation now in force
or which may hereafter be enacted or promulgated, or which is prohibited
by the standard form of fire insurance policy, or will in any way
increase the existing rate of or affect any fire or other insurance upon
the Office Center or any of its contents, or cause a cancellation of any
insurance policy covering the Office Center, or any part thereof or any
of its contents. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the
rights of other tenants of the Office Center, or injure or annoy them,
or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any nuisance in, on or about the Premises or commit or suffer to
be committed any waste in, on, or about the Premises. At no time during
any given work day will the number of tenants, employees, agents or
contract services personnel (collectively "Staff Personnel") on the
Premises exceed on a continuing day to day basis the number of Staff
Personnel specified in the basic Lease Information. A breach of this
limitation of Staff Personnel is a basis for Landlord"s termination of
this Lease.
5. SERVICES :
(a) Landlord shall use good faith efforts to maintain the public and
common areas of the Office Center, including lobbies, stairs, elevators,
corridors and restrooms, the windows in the Buildings, the mechanical,
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plumbing and electrical equipment serving the buildings, and the
structure itself in reasonably good order and condition except for
damage occasioned by the act of the Tenant, which damage occasioned by
the act of the Tenant, which damage shall be repaired by Landlord at
Tenant"s expense.
and Sat. 8:00 AM to 12:00 Noon
(b) Landlord shall use good faith efforts to furnish the Premises with
(1) electricity for lighting and the operation of office machines, (2)
heat and air conditioning to the extent reasonably required for the
comfortable occupancy by Tenant in its use of the Premises during the
period from 8:00 AM to 6:30 PM Monday thru Friday except for Office
Center Holidays or such shorter period and such temperature settings as
may be prescribed by any applicable policies or regulations adopted by
any utility or governmental agency, (3) elevator service, (4) lighting
replacement (for building standard lights), (5) restroom supplies and
(6) janitor service Monday through Friday except Holidays Landlord shall
not be in default hereunder or be liable for any damage directly or
indirectly resulting from (i) the installation, use or interruption of
use of any equipment in connection with the furnishing of any of the
foregoing services (ii) failures to furnish or delay in furnishing any
such services when such failure or delay is caused by accident or any
condition beyond the reasonable control of Landlord or by the making of
necessary repairs or improvements to the Premises or to the Office
Center, or (iii) the limitation, curtailment, rationing or restrictions
on use of water, electricity, gas or any other form of energy serving
the Premises or the Office Center. Landlord shall use reasonable
efforts diligently to remedy any interruption in the furnishing of such
services.
(c) Whenever heat generating equipment or lighting other than
building standard lights are used in the Premises by Tenant which affect
the temperature otherwise maintained by the air conditioning system,
Landlord shall have the right, after notice to the Tenant, to install
supplementary air conditioning facilities to the Premises, and the cost
of such facilities and modifications shall be borne by Tenant. Tenant
shall also pay as additional rent the cost of providing all cooling
energy to the Premises in excess of that required for normal office use
or during hours requested by Tenant when air conditioning is not
otherwise furnished by Landlord. If office use in the Office Building,
or if Tenant installs equipment requiring power in excess of that
required for normal desk-top office equipment or normal copying
equipment, Tenant shall pay for the cost of such excess power as
additional rent together with the cost of installing any additional
risers or other facilities that may be necessary to furnish such excess
power to the Premises.
(d) Electricity for lighting and the operation of office
machines, and heat and air conditioning at times not specified above
shall be furnished only at the request of Tenant, who shall request such
service at least twenty-four (24) hours in advance and who shall bear
the entire cost thereof. The cost of such additional service shall be
reimbursed monthly with Base Rent.
(e) In the event Tenant requires such excess electricity, Landlord may
require such electrical usage to be separately metered and Tenant shall
be billed directly by the utility company or by the Landlord applying
the average cost for the Building each month. The cost of installing
such separate meters shall be paid by Tenant.
6. TAXES PAYABLE BY THE TENANT. In addition to the monthly rental
and other charges to be paid by Tenant hereunder; (a) Tenant shall
reimburse Landlord upon demand for any and all taxes paid (other than
net income taxes) whether or not now customary or within the
contemplation of the parties hereto upon, measured by or reasonably
attributable to the cost or value of Tenant"s equipment, furniture,
fixtures and other personal property located in the Premises or by the
cost or value of any leasehold improvement made in or to the Premises by
or for the Tenant, other than building standard tenant improvements made
by Landlord, regardless of whether title to such improvements shall be
in Tenant or Landlord; (b) Tenant agrees to pay monthly to the Landlord
any sales, use or other tax, excluding State and/or Federal Income Tax,
now or hereafter imposed upon any and all rents or other sums due and
payable hereunder by the United States of America, the State, or any
political subdivision thereof, notwithstanding the fact that such
statute,
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ordinance or enactment imposing the same may endeavor to impose the tax
on the Landlord.
7. MAINTENANCE, ALTERATIONS, MECHANIC"S LIENS:
(a) Tenant, by its occupancy hereunder, accepts the Premises as being
in good repair and condition. Tenant has no obligation to construct any
improvements. Tenant shall maintain the Premises and every part there of
in good repair and condition, damages by causes beyond the control of
the Tenant, reasonable use, ordinary wear and tear excepted. Tenant,
shall, at its own cost and expense, repair or replace any damage or
injury to all or any part of the Premises caused by Tenant or Tenant"s
agents, employees, invitees, licensees or visitors; provided, however,
If Tenant fails to make the repairs or replacements promptly, Landlord
may, at its option, make the repair or replacements and Tenant shall
reimburse the cost to Landlord on demand.
(b) Tenant shall make no changes in or to the Premises of a material
nature without Landlord"s prior written consent. Subject to the prior
written consent of Landlord, and to the provisions of this paragraph,
Tenant, at Tenant"s expense, and for Landlord"s benefit, may make
alterations, installations, additions or improvements which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the Premises by using
contractors or mechanics first approved by Landlord. All fixtures,
paneling, partitions, railings and like installations, installed in the
Premises at any time, either by Tenant or by Landlord In Tenant"s
behalf, shall become the property of Landlord and shall remain upon and
be surrendered with the Premises unless Landlord, by notice to Tenant no
later than twenty (20) days prior to the date fixed as the termination
of this Lease, elects to have them removed by Tenant, in which event,
the same shall be removed from the Premises by Tenant forthwith, at
Tenant"s expense. Nothing in this paragraph shall be construed to
prevent Tenant"s removal of trade fixtures, but upon removal of any such
trade fixtures from the Premises, or upon removal of other installations
as may be required by Landlord, Tenant shall immediately, and at its
expense, repair and restore the Premises to the condition existing prior
to installation and repair any damage to the Premises or the Office
Building due to such removal. All property permitted or required to be
removed by Tenant at the end of the term remaining in the Premises,
after Tenant"s removal, shall be deemed abandoned and may, at the
election of Landlord, either be retained as Landlord"s property, or may
be removed from the Premises by Landlord at Tenant"s expense. Tenant
shall, before making alterations, additions. installation~ or
improvements, at its expense, obtain all permits, approval and
certificates required by any governmental or quasi-governmental bodies
and (upon completion) certificates of final approval thereof and shall
deliver promptly duplicates of all such permits, approvals and
certificates to Landlord and Tenant agrees to carry xxxxxxx"s
compensation, general liability, personal and property damage insurance
as Landlord may require. Tenant agrees to obtain and deliver to
Landlord, written and unconditional waivers of mechanic"s liens upon
Tenant"s interest in the Premises and real property, and any mechanic"s
liens filed in contravention of this agreement upon the interest of
Landlord, for all work, labor and services to be performed and materials
to be furnished in connection with such work, signed by all contractors,
subcontractors, materialman and laborers to become involved in such
work. Nothing herein shall be construed to give Tenant or any
contractor, subcontractor, materialmen or laborer any right to a
mechanic"s lien upon Landlord"s interest in the real property. Tenant
shall at the and of the term hereof, surrender to Landlord the Premises
and all alterations, additions and improvements thereto in the same
condition as when received, ordinary wear and tear and damage by fire,
Act of God or the elements excepted. Landlord has no obligation and has
made no promise to alter, remodel, improve, repair, decorate or paint
the Premises or any part thereof, except as specifically herein set
forth. No representations respecting the condition of the Premises, or
the Buildings have been made by Landlord to Tenant, except as
specifically herein set forth.
8. DAMAGE OR DESTRUCTION:
(a) If by fire, or other casualty, the Premises are totally destroyed,
or the building in which the Premises is located is partially damaged or
destroyed to the extent of fifty percent (50%) or more of the
replacement cost thereof, even though the Premises may not be damaged,
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Landlord shall have the option of terminating this Lease, or any renewal
thereof, by serving written notice upon the Tenant within thirty (30)
days from the date of the casualty, and any prepaid rent shall be
prorated as of time of destruction, and unearned rent refunded without
interest.
(b) If by fire, or other casualty, the Premises are damaged or
partially destroyed to the extent of twenty-five percent (25%) or more
of the replacement cost thereof, and the provisions of (a) above are not
applicable, then (1) if the unexpired term of the Lease is less than one
(1) year, excluding any unexercised renewal option, Landlord may either
terminate this Lease by serving written notice upon Tenant within thirty
(30) days of the date of destruction, or Landlord shall restore the
Premises, or (2) if the unexpired term of the Lease is more than one (1)
year, including any exercised renewal option, Landlord shall restore the
Premises.
(c) If by fire, or other casualty, the Premises are damaged, or
partially destroyed to the extent of less than twenty-five percent (25%)
of the replacement cost thereof, and the provisions of (a) above are not
applicable, Landlord shall restore the Premises.
(d) In the event of restoration by Landlord, all rents paid in advance
shall be proportioned as of the date of damage or destruction, and all
rent thereafter accruing shall be equitably and proportionately adjusted
according to the nature and extent of the destruction or damage, pending
completion of rebuilding, restoration or repair. In the event the
destruction or damage is so extensive as to make it unfeasible for the
Tenant to conduct Tenant"s business on the Premises, the rent shall be
completely abated until the Premises are restored by the Landlord, or
until the Tenant resumes use and occupancy of the Premises, whichever
shall first occur. The Landlord shall not be liable for any damage to,
or any inconvenience or interruption of business of the Tenant, or any
of its employees, agents or invitees occasioned by fire or other
casualty.
(e) If the Premises are to be repaired under this section, Landlord
shall repair at its cost, any injury or damage to the building in which
the Premises is located and building standard tenant improvements in the
Premises. Tenant shall pay the cost of repairing any other tenant
improvements in the Premises, and shall be responsible for carrying such
casualty insurance as it deems appropriate with respect to such other
tenant improvements.
SUBROGATION: Landlord and Tenant shall each obtain from their respective
insurers under all policies of fire, theft, public liability, xxxxxxx"s
compensation and other insurance maintained by either of them at any
time, during the term hereof, insuring or covering the Office Center, or
any portion thereof, or operations therein, a waiver of all rights of
subrogation which the insurer of one party might have against the other
party, and Landlord and Tenant shall each indemnify the other against
any loss or expense, including reasonable attorneys" fees, resulting
from the failure to obtain such waiver.
10. INDEMNIFICATION: Tenant hereby waives all claims against Landlord
for damage to any property, or injury, or death of any person in, upon
or about the Premises arising at any time and from any cause other than
by reason of negligence, or willful act of Landlord, its employees or
contractors, and Tenant shall hold Landlord harmless from any damage to
any property, or injury to, or death of any person arising from the use
of the Premises by Tenant, except such as is caused by negligence or
willful act of Landlord, its contractors or employees. The foregoing
indemnity obligation of Tenant shall include reasonable attorneys" fees,
investigation costs and all other reasonable costs and expenses incurred
by Landlord from the first notice that any claim or demand is to be made
or may be made. The provisions of this section 10 shall survive the
termination of this Lease with respect to any damage, injury or death
the cause of which occurred prior to such termination.
11. COMPLIANCE WITH LEGAL REQUIREMENTS: Tenant shall at its sole cost
and expense promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force, or which,
may hereafter be in force, with the requirements of any board of fire
underwriters or other similar body now, or hereafter constituted, with
any direction or occupancy certificate issued pursuant to any law by any
public officer or officers, as well as thee provisions of all recorded
documents affecting the
Premises, insofar as any thereof relate to or affect the condition, use
or occupancy of the Premises, excluding requirements of structural
changes not related to or affected by improvements made by or for Tenant
or by Tenant"s acts.
Assignment and Subletting: Tenant shall have no right to assign or
sublet this lease without the prior consent of Landlord, such consent
not to be unreasonably withheld if the written request for such consent
complies with the provisions of this paragraph. Tenant"s request for
consent to the assignment or subletting shall be accompanied, in a form
acceptable to Landlord, by (a) an unconditional written offer by Tenant
to Landlord to terminate this lease as of the commencement date of the
proposed assignment or sublease, (b) a recent audited financial
statement for the proposed assignee or sub tenant, (c) a written
statement form the assignee or subtenant stating with particularity the
nature of the business intended to be conducted on the Premises, and (d)
the number of officers and employees expected to be located on the
Premises and, (e) an unequivocal assumption of liability by the assignee
or subtenant of the lease with the rental adjusted as follows: Upon such
assignment (or upon subletting any of the Premises covered by this
lease) the then base rent shall be automatically increased to reflect
the then current fair market rental value of the Premises, but in no
event shall the then Base Rent be decreased. Landlord shall have
fifteen (15) days form receipt of (a) through (e) in which to notify
Tenant of Landlord"s consent or refusal to give its consent give notice
of its refusal to give such consent or accept Tenant"s offer to
terminate within said fifteen (15) days, such consent shall be deemed
granted by Landlord.
The terms assignment or subletting, as used in this Lease, shall
include any and all transfers of Tenant"s interest in this lease,
whether voluntary or involuntary, including any lien upon Tenant"s
interest, or any transfer by Tenant, any assignee or subtenant of
Tenant, or by any receiver or trustee with jurisdiction over Tenant, a
subsequent assignee or subtenant or its property.
Any sums or other economic consideration received by Tenant as a result
of such subletting, whether denominated rentals under the sublease or
otherwise, which exceed, in the aggregate, the total sums which Tenant
is obligated to pay landlord under this lease (prorated to reflect
obligations allocable to that portion of the premises subject to such
subtenant) shall be payable to the Landlord as additional rental under
this Lease without affecting or reducing any other obligation of Tenant
hereunder..
Rules. Tenant shall faithfully observe and comply with the rules and
regulations annexed to this lease and, after notice thereof, all
reasonable modifications thereof and additions thereto, form time to
time promulgated in writing by Landlord. Landlord shall not be
responsible to Tenant for the nonperformance by other tenants or
occupants of the Building or any of said rules and regulations, however,
landlord will use its diligent efforts to enforce such rules and
regulations.
14. Entry by Landlord: Landlord may enter the Premises at reasonable
hours to (a) inspect the same, (b) exhibit the same to prospective
purchasers, (c) determine whether Tenant is complying with all its
obligations hereunder, (d) supply janitor service and any other service
to be provided by Landlord to Tenant hereunder, (e) post notices of
nonresponsibility, and (f) make repairs required of Landlord under the
terms hereof or repairs to any adjoining space or utility services or
make repairs, alterations, or improvements to any other portion of the
Office Building; provided, however, that all such work shall be done as
promptly as reasonably possible and so as to cause as little
interference to tenant as reasonably possible. Tenant hereby waives any
claim for damages for any injury or inconvenience to or interference
with Tenant"s business, any loss of occupancy or quiet enjoyment of the
Premises or any other loss occasioned by such entry. Landlord shall at
all times have and retain a key with which to unlock all of the doors
in, on or about the Premises (excluding Tenant"s vaults, safes, and
similar areas designated in writing by Tenant in advance); and Landlord
shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency in order to obtain entry to
the premises, and any entry to the Premises obtained by Landlord by any
of said means, or otherwise, shall not under any circumstances be
construed or deemed to be a forcible or
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unlawful entry into or a detainer of the Premises or an eviction, actual
or constructive, of Tenant from the Premises, or any portion thereof.
15. EVENTS OF DEFAULT AND LANDLORD"S REMEDIES: All rights and remedies
of the Landlord herein enumerated in the event of a default, shall be
cumulative and nothing herein shall exclude any other right or remedy
allowed by law,
(a) If any voluntary or involuntary petition or similar proceeding
under any section or sections of any bankruptcy act shall be filed by or
against Tenant, or any voluntary or involuntary proceeding in any court
or tribunal shall be instituted to declare Tenant insolvent or unable to
pay Tenant"s debts, then and in any such event Landlord may, if,
Landlord elects, but not otherwise, and with or without notice of
election, forthwith terminate this Lease, and, notwithstanding any other
provisions of this Lease, Landlord shall forthwith, upon such
termination, be entitled to recover damages in an amount equal to the
present value of the rent, specified in Section 3 of this Lease, for the
remainder of the stated term hereof, less the fair rental value of the
Premises for the residue of the stated term.
(b) If the Tenant defaults in the payment of rent or in the prompt and
full performance of any provision of this Lease (including rules and
regulations) or if the leasehold interest of the Tenant be levied upon
under execution or be attached by process of law, or if the Tenant makes
an assignment for the benefit of creditors, or if a receiver be
appointed for any property of the Tenant, or if the Tenant abandons the
Premises, then and in any such event the Landlord may, if the Landlord
so elects, but not otherwise. upon three (3) days" written notice of
such election, either forthwith terminate this Lease and the Tenant"s
right to possession of the Premises, or without terminating this Lease,
forthwith terminate the Tenant"s right to possession of the Premises,
but the Tenant shall remain liable for damages as permitted by law, and
as provided for herein.
(c) Upon any termination of this Lease whether by lapse of time or
otherwise, or upon any termination of the Tenant"s right to possession
Without termination of the Lease, the Tenant shall surrender possession
and vacate the Premise immediately, and deliver possession thereof to
the Landlord and, without prejudice to any other remedy which Landlord
may have, Tenant does hereby grant to the Landlord in such event, full
and free license to enter into and upon the Premises (by picking locks
and changing locks is deemed necessary by Landlord) with or without
process of law to repossess the Premises, and to expel or remove the
Tenant and any others who may be occupying or within the Premises and to
remove any and all property therefrom, using such force as may be
necessary, without being deemed in any manner guilty of trespass,
eviction or forcible entry or detainer, without relinquishing the
Landlord". rights to rent or any other right given to the Landlord
hereunder, or by operation of law. Except for the three (3) day notice
set forth in (b) above, the Tenant expressly waives the service of any
other demand for the payment of rent or for possession and the service
of any notice of the Landlord"s election to terminate this Lease or to
re-enter the Premises, including any and every form of demand and notice
prescribed by any statute or other law, and agrees that the simple
breach of any covenant or provisions of this Lease, by the Tenant,
shall, of itself, without the service of any notice or demand
whatsoever, permit the exercise by Landlord of any of the remedies
provided to Landlord hereunder.
If the Tenant abandons the Premises, or otherwise entitles the Landlord
to so elect, and the Landlord elects to terminate the Tenant"s right to
possession only, without terminating the Lease, the Landlord may a: the
Landlord"s option enter into the Premises, remove the Tenant"s signs and
other evidences of tenancy, and take and hold possession thereof as in
Paragraph 15" provided, without such entry and possession terminating
the Lease, or release the Tenant, in whole or in part, from the Tenant"s
obligation to pay the rent hereunder {or the full term, and in any such
case the Tenant shall pay forthwith to the Landlord, a sum equal to the
entire amount of the rent specified In Section 3 of this Lease, for the
remainder of the stated term, plus any other sums then due hereunder.
Upon and after entry into possession without termination of the Lease,
the Landlord shall use good faith efforts to relet the Premises, or any
part thereof for the account of the Tenant to any person, firm or
corporation other than the Tenant for such rent, for such time, and upon
such terms as the Landlord, in the Landlord"s sole discretion,
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shall determine, and the Landlord shall not be required to accept any
tenant offered by the Tenant, or to observe any instructions given by
Tenant about such reletting. In the event Landlord has other vacant or
available office space in the Office Building, it shall not be deemed a
breach of good faith for Landlord to favor or give preference to leasing
its other vacant or available office space over the reletting of the
Premises. In any such case, the Landlord may make repairs, alterations
and additions in or to the Premises, and redecorate the same to the
extent deemed by the Landlord necessary, or desirable, and the Tenant
shall upon demand, pay the cost thereof, together with Landlord"s
expenses of the reletting. If the consideration collected by the
Landlord upon any such reletting for the Tenant"s account is not
sufficient to pay monthly the full amount of the rent reserved in this
Lease, together with the cost of repair, alterations, additions,
redecorating and the Landlord"s expenses, the Tenant shall pay to the
Landlord the amount of each monthly deficiency upon demand; and if the
consideration so collected from any such reletting is more than
sufficient to pay the full amount of the rent reserved herein, together
with the costs and expenses of the Landlord, the Landlord, at the end of
the stated term of the Lease, shall account for the surplus to the
Tenant.
(e) The Tenant shall pay upon demand all the Landlord"s costs, charges
and expenses, including the fees of counsel, leasing agents and others
retained by the Landlord, incurred in enforcing the Tenant"s obligations
hereunder as incurred by the Landlord in any litigation, negotiation or
transaction in which the Tenant causes the Landlord to become involved
or concerned.
(f) Tenant hereby irrevocably appoints Landlord as agent and
attorney-in-fact of Tenant, to enter upon the Premises, in the event of
default by Tenant in the payment of any rent herein reserved, or in the
performance of any term, covenant or condition herein contained to be
kept or performed by Tenant, and to remove any and all furniture and
personal property whatsoever situated upon the Premises. Any property of
the Tenant not removed from the Premises after the end of the term,
however terminated, and any and all property which may be removed from
the Premises by the Landlord pursuant to the authority of this Lease or
of law, and to which the Tenant is or may be entitled, may be handled,
removed or stored by Landlord at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay to Landlord, upon
demand, all expenses incurred in such removal and all storage charges
against such property so long as the same shall be in Landlord"s
possession or under Landlord"s control. Landlord shall place such
property in storage for the account of, and at the expense of Tenant,
and if Tenant fails to pay the cost of storing such property after it
has been stored for a period of thirty (30) days or more, Landlord may
sell any or all of such property, at public or, private sale, In such
manner and at such times and places as Landlord in its sole discretion
may deem proper, without notice to or demand upon Tenant for the payment
of any port of such charges or the removal of any of such property, and
shall apply the proceeds of such sale first to the cost and expense. of
such sale, including reasonable attorney"s fees; second. to the payment
of the costs and charges of storing any property; third, to the payment
of any other sums of money which may then or thereafter be due to
Landlord from Tenant under any of the terms hereof; and, fourth, the
balance, if any, to Tenant. The removal and storage of Tenant"s
property, as above provided, shall not constitute a waiver of Landlord"s
lien thereon.
(g) If the term of any lease, other than this Lease, made by the Tenant
for any premises in the Buildings shall be terminated or terminable
after the making of this Lease because of any default by the Tenant
under such, other lease, such fact shall empower the Landlord, at the
Landlord"s sole option, to terminate this Lease by notice to the Tenant.
(h) The Landlord may resort to Any one or more of such remedies or
rights, and adoption of one or more such remedies or rights shall not
necessarily prevent the enforcement as others concurrently or
thereafter.
LANDLORD"S RIGHT TO CURE DEFAULTS: All agreements and provisions to be
performed by Tenant under any of the terms of this Lease shall be at its
sole cost and expense and without any abatement of rental. If Tenant
shall fail to pay any sum of money, other than rental, required to be
paid by it hereunder or shall fail to perform any other act on its part
to be performed
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hereunder and such failure shall continue for thirty (30) days after
notice thereof by Landlord, Landlord may, but shall not be obligated so
to do, and without waiving or releasing Tenant from any obligations of
Tenant, make any such payment or perform any such other act on Tenant"s
part to be made or performed as in this Lease provided. All sums so paid
by Landlord and all necessary incidental costs shall be deemed
additional rent hereunder and shall be payable to Landlord on demand,
and Landlord shall have (in addition to any other right or remedy of
Landlord) the same rights and remedies in the event of the nonpayment
thereof by Tenant as in the case of default by Tenant in the payment of
rental.
1?, ATTORNEY"S FEES. If, as a result of any breach or default in the
performance of any of the provisions of this Lease, Landlord or Tenant
uses the services of an attorney in order to secure compliance with such
provisions or recover damages therefor, or to terminate this Lease, or
relet Tenant, the prevailing party shall be reimbursed by the other
parry upon demand for any and all reasonable attorney"s foes and
expenses so incurred by the prevailing party.
16. EMINENT DOMAIN: If the whole or any part of the Premises shall be
acquired or condemned by Eminent Domain for any public or quasi-public
use or purposes, then and in that event the term of this Lease shall
cease and terminate from the date of title vesting in such proceeding
and Tenant shall have no claim against Landlord or against the total
award for the value of any unexpired portion of the Lease term. Tenant
shall not be entitled to any part of any award that may be made for such
taking, nor to any damages therefor except that the rent shall be
adjusted as of the date of such termination of this Lease.
19, SUBORDINATION: This Lease, and all of the rights of the Tenant
hereto, are hereby made subject and subordinate at all times to all
ground or underlying leases, including any ground leases entered into by
the Landlord as Tenant thereunder, and to all mortgages which may now or
hereafter affect the real property of which the Premises form a part,
and to all renewals, modifications, consolidations, replacements and
extensions thereof. This clause shall be self-operative and no further
instrument of subordination shall be required by any ground or
underlying lease, Landlord, or mortgagee. Tenant shell execute within
fifteen (15) days from receipt of written request from Landlord any
certificate confirming such subordination that the Landlord may request.
Tenant hereby constitutes and appoints Landlord the Tenant"s
attorney-in-fact, Irrevocably, to execute and deliver such certificate
or certificates for and on behalf of the Tenant. In the event such
ground or underlying lease is terminated or such mortgage is foreclosed
or title conveyed to the mortgagee $n lieu of foreclosure, then at the
sole option of the then fee owner, Tenant will attorn to the then fee
owner.
20. NO MERGER: The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and
shall, at the option of Landlord terminate all or any existing subleases
or subtenancies, or may at the option of Landlord, operate as an
assignment to it of any or all such subleases or subtenancies.
21. SALE: In the event the original Landlord hereunder, or any
successor owner of the Office Center, shall sell or convey the Office
Center, all liabilities and obligations on the part of the original
Landlord, or such successor owner, under this Lease accruing thereafter
shall terminate, and thereupon all such liabilities and obligations
shall be binding upon the new owner. Tenant agree to attain to such new
owner.
22. SECURITY DEPOSIT: Tenant has deposited with Landlord the sum as
specified in the Basic Lease Information which is an amount equal to
seven months Base Rent together with sales tax thereon, as security for
the faithful performance and observance by Tenant, of the terms,
provisions and conditions of this tease. It is agreed that in the event
Tenant defaults in respect of any of the terms, provisions and
conditions of this Lease, including, but not limited to, the payment of
rent and additional rent, Landlord may use, apply or retain the whole or
any part of the security so deposited to the extent required for the
payment of any rent and additional rent, or any other sum as to which
Tenant is in default`, or for any sum which Landlord may expend or may
be required to expend by reason of Tenant"s default in respect of any of
the terms, covenants and conditions of this Lease, including but not
limited to,
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any damages or deficiency in the reletting of the Premises, whether such
damages or deficiency accrued before or after summary proceedings, or
other re-entry by Landlord. In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and
conditions of this amount equal to one seventh of the security shall be
applied against the rent due for the last six months of the lease term
and the balance of six (6) months the security shall be returned to
Tenant, without interest, after the date fixed as the end of the Lease,
after delivery of entire possession of the Premises to Landlord. In the
event of a sale of the land and building, of which the Premises form a
part, hereinafter referred to as the Building, or leasing of the
Building, Landlord shall have the right to transfer the security to the
vendee or lessee, and Landlord shall thereupon be released by Tenant
from all liability for the return of such security and Tenant agrees to
look to the new Landlord solely for the return of said security; and it
is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Landlord. Tenant further
covenants that it will not assign or encumber, or attempt to assign or
encumber, the moneys deposited herein as security, and that neither
Landlord, nor its successors or assigns, shall be bound by any such
assignment, encumbrance, attempted assignment, or attempted encumbrance.
In the event of any bankruptcy or other proceeding against Tenant, it is
agreed that all such security deposit held hereunder shall be deemed to
be applied by Landlord to rent, sales tax and other charges due to
Landlord, for the last month of the lease term, and each preceding
month, until such security deposit is fully applied. No trust
relationship is created herein between Landlord and Tenant with respect
to the deposit.
23. WAIVER: The waiver by Landlord of any agreement, condition or
provision herein contained, shall not be deemed to be a waiver Of any
subsequent breach of the same, or any other agreement, condition or
provision herein contained, nor shall any custom or practice which may
develop between the parties in the administration of the terms hereof
be construed to waive or to lessen the right of Landlord to insist upon
the performance by Tenant in strict accordance with said terms. The
subsequent acceptance of rental hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of an agreement,
condition or provision of this Lease, other than the failure of Tenant
to pay the particular rental so accepted, regardless of Landlord"s
knowledge of such preceding breach at the time of acceptance of such
rental.
24. NOTICES: All notices and demands which may or are required to be
given by either party to the other hereunder, shall be in writing and
shall be deemed to have been fully given when hand delivered or
deposited in the United States mail, certified or registered, return
receipt requested, postage prepaid, and addressed as follows: to
Landlord at the address specified in the Basic Lease Information, or to
such other place as Landlord may from time to time designate in a notice
to Tenant; in the case of Tenant, at the address specified in the Basic
Lease Information or to such other place as Tenant may from time to time
designate in a notice to Landlord. Tenant hereby appoints as its agent
to receive the service of all dispossessory or distraint proceedings and
notices thereunder, the person in charge of or occupying the Premises at
the time, and, if no person shall be in charge or occupying the same,
then such service may be made by attaching the same on the main entrance
of the Premises.
25. ESTOPPEL CERTIFICATE: At any time and from time to time, upon
written request by Landlord, Tenant will no later than fifteen (15) days
from receipt of such request, execute, acknowledge and deliver to
Landlord, a certificate certifying (a) that this Lease is unmodified and
in full force and effect (or, if there have been modifications, that
this Lease is in full Force and effect, as modified, and stating the
date and nature of each modification), (b) the date, if any, to which
rental and other sums payable hereunder have been paid, that no notice
has been received by Tenant of any default which has not been cured,
except as to defaults specified in said certificate, and (d) such other
matters as may be reasonably requested by Landlord. Any such certificate
may be relied upon by a prospective purchaser/mortgagee of the Office
Center or any part thereof.
26. NO LIGHT, AIR OR VIEW EASEMENT: Any diminution or shutting off of
light, air or view by any structure which may be erected on lands
adjacent to
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the Buildings shall in no way affect this Lease or impose any liability
on Landlord.
27. OTHER EASEMENTS: It is expressly agreed that Tenant does not acquire
any right or easement of the use of any door or passageway in any
portion of the Office Center, or in any area adjoining such Office
Center, except the easement o! necessity for ingress and egress, if any,
in the doors and passageway directly connecting with Premises, provided
however, it is
expressly agreed that the Landlord shall have the right to close or
obstruct any door or passageway into or from or connecting with the
Premises and to interfere with the use thereof, whenever Landlord deems
it necessary to affect alterations or repairs thereto or in and about
any Preemies adjoining such doors or passageways. Landlord reserves the
right to use, install, maintain and repair pipes, ducts and conduits
within the walls, columns and ceilings of the Premises.
28. HOLDING OVER: It, without prior written consent of Landlord, Tenant
or any approved assignee or sublessee holds possession of the Premises
after expiration of the term of this Lease such shall be a Tenancy at
sufferance. Acceptance by Landlord of rent after such termination shall
not constitute a renewal of this Lease or a consent to such Tenancy nor
shall it waive Landlord"s right of re-entry, any other right contained
herein or any rights provided by the Laws of Florida.
29. LANDLORD"S LIEN: As security for Tenant"s payment of rent, damages
and all other payments required to be made by this Lease, Tenant hereby
grants to Landlord a lien upon all property of Tenant now or
subsequently located upon the Premises. If Tenant abandons or vacates
any substantial portion of the Premises, or is in default in the payment
of any rentals, damages or other payments require to be made by this
Lessee,
Landlord may toke any action it deems necessary, and may be available to
it in the Stare of Florida. The proceeds of the sale of the personal
property shall be applied by Landlord toward the cost of the sale and
then toward the payment of all sums then due by Tenant to Landlord under
the terms of this Lease.
UNIFORM COMMERCIAL CODE: To the extent, if any, this Lease grants
Landlord any lien or lien rights greater than provided by the laws Of
the State of Florida pertaining to "Landlord"s Liens," this Lease is
intended AS and constitutes a security agreement within the meaning of
the Uniform Commercial Code. Landlord, in addition to the rights
prescribed in this Lease, shall have a lien upon and interest in
Tenant"s property now or hereafter located upon the Premises which
grants Landlord a Security interest, as that term Is defined, under this
state"s Uniform Commercial Code to secure the payment to Landlord of the
various amounts provided in this Lease. The Tenant agrees to and shall
execute and deliver to Landlord such "Financing Statements" and such
further assurances as Landlord may, from time to time consider necessary
to create, perfect and preserve the lien described and all additions,
substitutions, replacement and accessions thereto, and all proceeds of
its or their sale or other disposition. The Landlord, at the expense of
Tenant, may cause such Financing Statements and assurances to be
recorded and re-recorded, filed and re-filed, ant renewed or continued,
at such times and places as may be required or permitted by law to
create, perfect and preserve such liens. In the event Tenant fails to
promptly execute and return to Landlord such Financing Statements as
Landlord may require to create, preserve and perfect its lien, Tenant
shall and does hereby designate Landlord to act as Tenant"s agent for
the sole and limited purpose of executing such Financing Statements and
any such execution by Landlord pursuant to this Lease shall be effective
and binding upon Tenant as though executed originally by Tenant.
Tenant"s designation of Landlord as agent hereunder shall not be subject
to revocation until this Lease is terminated.
31. INSURANCE. Tenant hereby agrees to maintain in full force and
effect at all times during the term of this Lease, at its own expense,
for the protection of Tenant and Landlord, as their interest may appear,
policies of insurance issued by a responsible carrier or carriers
acceptable to Landlord which afford the following coverage"s:
(a) Comprehensive General Liability Insurance - Not less than
S$1,000,000.00. Combined Single Limit for both bodily injury and
property damage.
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Fire and Extended Coverage, Vandalism and Malicious Mischief, Sprinkler
Leakage (where applicable) insurance, to cover all of Tenant"s stock in
trade, fixtures, furniture, Furnishings, removable floor coverings,
trade equipment, signs and all other decorations placed by Tenant in or
upon the Premises.
Worker"s Compensation if required by Florida statutes.
(d) Employer"s Liability - Not less than $100,000.00.
Tenant shall deliver to Landlord at least thirty (30) days prior to the
time such insurance is first required to be carried by Tenant, and
thereafter, at least thirty (30) days prior to expiration of such
policy, Certificates of Insurance evidencing the above coverage with
limits not less than those specified above. Such Certificates shall name
Landlord, its subsidiaries, directors, agents and employees as
additional insureds and shall expressly provide that the interest of
same therein shall not be affected by any breach by tenant of any policy
provision for which such Certificates evidence coverage. Further, all
Certificates shall expressly provide that no less than thirty (30) days
prior written notice shall be given Landlord in the event of material
alteration to, or cancellation of, the coverages evidenced by such
Certificates. At the time of delivery of the Certificates of Insurance,
certified copies of policy endorsements showing Landlord as an
additional insured shall also be delivered.
A FAILURE TO PROVIDE SUCH INSURANCE COVERAGE
SHALL DE DEEMED A DEFAULT IN THIS LEASE
If, on account of the failure of Tenant to comply with the foregoing
provisions, Landlord is adjudged a co-insurer by it's insurance carrier,
then any loss or damage Landlord shall sustain by reason thereof, shall
be borne by Tenant and shall be immediate!" paid by Tenant upon receipt
of a xxxx thereof and evidence of such loss.
Landlord makes no representation that the limits of liability specified
to be carried by Tenant, under the terms of this Lease, are adequate to
protect Tenant, and in the event Tenant believes that any such insurance
coverage called for under this Lease is insufficient, Tenant shall
provide at Its own expense, such additional insurance as Tenant deems
adequate.
Landlord shall at all times during the term of this Lessee, maintain a
policy or policies of insurance, issued by and binding upon some solvent
insurance company, insuring the Office Center against loss or damage by
fire, explosion or other hazards and contingencies for the full
insurable value, provided that Landlord shall not be obligated to insure
any furniture, equipment, machinery, goods or supplies not covered by
this Lease which Tenant may bring or obtain upon Premises, or any
additional improvements which Tenant may construct on the Premises.
Landlord reserves the right to self-insure such Office Building, The
premium cost of such policy, or policies, or the equivalent in the event
of self-insurance, shall be an Operating Expense.
Anything in the Lease to the contrary notwithstanding, Landlord and
Tenant hereby waive and release each other of and from any and all
rights of recovery, claim, action or cause of action, against each
other, their agents, officers and employees, for any loss or damage that
may occur to the Premises, the Office Center, improvements to the Office
Center, of which the Premises are a part, personal property (building
contents) within the Office Center, any furniture, equipment, machinery,
goods or supplies not covered by this Lessee which Tenant may bring or
obtain upon the Premises, or any additional improvements which Tenant
may construct on the Premises, by reason of fire, the elements or any
other cause which could be insured against, under the terms of standard
fire and extended coverage insurance policies, regardless of cause or
origin, including negligence of Landlord or Tenant and their agents,
officers and employees. Because this paragraph will preclude the
assignment of any claim mentioned in it by way of subrogation (or
otherwise) to an insurance company (or any other person), each party to
this Lease agrees immediately to give to each insurance company, written
notice of the terms of the mutual waivers contained in this paragraph,
and to have the insurance policies properly endorsed, {f necessary, to
prevent the invalidation of the insurance coverage by reason of the
mutual waivers contained in this para-
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graph Tenant also waives and releases Landlord, its agents, officers and
employees, of and from any and all rights of recovery, claim, action or
cause of action which Tenant has against Landlord for any lose or damage
insured against under any other policies of insurance carried by Tenant.
1
32, QUIET ENJOYMENT: Tenant shall and may peaceably have, hold and enjoy
the Premises subject to the terms of this Lease, provided Tenant pays
the rentals herein reserved and performs all of the covenants and
agreements herein contained.
33. COMPLETE AGREEMENT: There are no oral agreements between Landlord
and Tenant affecting this Lease, and this Lease supersedes and cancels
any and all previous negotiations, arrangements, brochures, agreements
and understandings, if any, between Landlord and Tenant or displayed by
Landlord to Tenant with respect to the subject matter of this Lease.
There are no representations between Landlord and Tenant other than
those contained in this Lease and all reliance with respect to any
representations is solely upon such representations.
34. Revisions OF LEASE AND BUILDING: This Lease shall not be altered,
changed or amended except by an instrument in writing signed by both
parties hereto. No alterations, changes or amendments by Landlord shall
be valid or binding unless executed by an authorized signatory. Landlord
may at any time change the name or number of the Office Center, remodel
or alter the same, or the location of any entrance thereto, or any other
portion thereof not occupied by Tenant, And the same shall not
constitute a constructive or actual, total or partial eviction.
35. BROKERAGE INDEMNITY: Tenant warrants that it has had no dealings
with any broker or agent in connection with this Lease other than THE
XXXXX XXXXXX COMMERCIAL REAL ESTATE SERVICES COMPANY and the Co-Broker
(if any) set forth in the Basic Lease Information and covenants to pay,
hold harmless and indemnify Landlord from and against any and all costs,
expenses or liability for any compensation, commissions, and charges
claimed by any other broker or agent (other than the broker(s)
identified above) with respect to this Lease,or the negotiation thereof
with whom Tenant had dealings.
36. RELOCATION OF TENANT: Landlord reserves the right after the
execution, or during the term of this Lease, at its sole cost and
expense, to remove the Tenant from the Premises and relocate Tenant in
some other space of Landlord"s choosing of approximately the same
dimensions and size within the office Center which other space shall be
decorated by Landlord at Landlord"s expense and in its direction to use
such decorations and materials from the existing Premises, or other
materials, so that the space in which Tenant is relocating shall be
comparable in its interior design and decoration to the Premises from
which Tenant Is removed; provided however, that the Landlord exercises
its election to remove and relocate the Tenant in other space within the
Office Center, which is at that time leasing for a higher rental rate,
then Tenant shall not be required to pay the difference between the then
rent of the Premises and the higher rental rate of the space in which
Tenant is relocated; provided further, that if Tenant is removed and
relocated in other space within the Office Center which is then leasing
at a rental rate less than the rental rate of the Premises at that time,
Tenant"s rent shall be reduced to the rental rate then being charged for
the space in which Tenant has been relocated. Tenant, by the execution
of this Lease, acknowledges the foregoing right of Landlord, and no
rights herein granted to Tenant, including, but not limited to, the
right of peaceful and quiet enjoyment, shall be deemed or construed to
have been breached or interfered with by reason of Landlord"s exercise
of the right herein reserved in this Section 36. In the event of the
removal and relocation of Tenant, Landlord"s sole obligation shall be
the actual cost of relocating and decorating the space in which Tenant
is relocated, and Tenant agrees that Landlord"s exercise of its election
to remove and relocate Tenant shall not terminate the Lease, or release
the Tenant in whole or in part from Tenant"s obligation to pay rents ant
perform the covenants and agreements hereunder for the full term of this
Lease.
37. ADMINISTRATIVE CHARGES: In the event any check, bank draft or
negotiable instrument given for any money payment hereunder shall be
dishonored at any time and from time to time, for any reason whatsoever
not attributable to Landlord, Landlord shall be entitled, in addition to
any other remedy that may be available, to make an administrative charge
of $25.00.
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CORPORATE AUTHORITY: If Tenant signs as a corporation, each of the
persons executing this Lease, on behalf of Tenant, does hereby covenant
and warrant that Tenant is a duly authorized and existing corporation,
that Tenant has and is qualified, to do business in Florida, that the
corporation has full rights and authority to enter into this Lease, and
that each and both of the persons signing on behalf of the corporation
were authorized to do so.
PARKING: Tenant is hereby granted the non-exclusive privilege to use the
parking spaces in the parking lot of the building in which the Premises
is located for itself and its employees and business clients. Tenant
shall abide by all rules and regulations as concerns the use of the
aforementioned parking area as may now exist or as may hereinafter be
promulgated by the Landlord, and a violation of this clause and/or the
rules referred to above shall constitute, upon reasonable notice to
Tenant, at the option of Landlord, a default by the Tenant in the terms,
conditions and covenants of this Lease or Landlord shall have the right
to revoke Tenant"s parking privileges provided by this paragraph and
such revocation shall not affect any other rights, duties or obligations
as provided for in this Lease.
MECHANICS" LIENS PROHIBITED: Notwithstanding any contrary provision
herein, any provision which might be interpreted to be to the contrary
or any consents given by Landlord to Tenant, Tenant is prohibited from
creating any liens against Landlord"s interest in the Office Center. THE
INTEREST OF THE LANDLORD SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS
MADE BY THE TENANT.
LIMITATION OF LANDLORD"S LIABILITY: If Landlord shall fail to perform or
observe any form, condition, covenant or obligation required to be
performed or observed by it under this Lease and if Tenant shall, as a
consequence thereof, recover a money Judgment against Landlord, Tenant
agrees that it shall Look solely to Landlord"s right, title and interest
in and to the Office Center for the collection of such Judgment: and
Tenant further agrees that no other assets of Landlord shall be subject
to levy, execution or other process for the satisfaction of Tenant"s
judgment and the: Landlord shall not be liable for any deficiency. Upon
the transfer of the title to the fee of the leased Premises the Landlord
shall be automatically freed and relieved from all personal liability
with respect to the breach of any covenant or obligation on the part of
Landlord to be kept which breach occurs subsequent to the transfer of
such fee ownership.
42. MISCELLANEOUS: The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular. If there be more than
one Tenant, the obligations hereunder imposed upon Tenant shall be joint
and several. Time Is of the essence of this Lease, and each and all of
its provisions. Submission of this instrument for examination or
signature by" Tenant does not constitute a reservation of or option for
Lease, and is not effective as a Lease, or otherwise, until execution
and delivery by both Landlord and Tenant. the agreements, conditions and
provisions herein contained shall, subject to the provisions as to
assignment, apply to and bind the heirs, executors, administrators,
successors and assigns of the parties hereto. Tenant shall not, without
the written consent of Landlord, use the words "Glades Twin Plaza or the
name of the Buildings for any purpose other than as the address of the
business to be conducted by Tenant in the Premises. If any provision of
this Lease shall be determined to be illegal or unenforceable, such
determination shall not affect any other provision of this Lease, and
all such other provisions shall remain in full force and effect. This
Lease shall be governed by and construed pursuant to the laws of the
State of Florida. The captions used herein are provided only as a matter
of convenience and for reference and in no way define, limit or describe
the scope of this Lease nor the intent of any provisions thereof.
EXHIBITS: The exhibit(s) and addendum, if any, specified in the Basic
Lease Information are attached to this Lease, and by this reference made
part hereof.
43. RADON NOTICE: As required by section 406.056 of Florida Statutes
the following warning is given:
RADON GAS: Radon Is a naturally occurring radioactive gas, that, when it
has accumulated in a building in sufficient quantities, may present
health risks to persons who are
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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.
IN WITNESS WHEREOF, the parties have executed this Lease on the
respective dates indicated below:
WITNESSES: LANDLORD - GLADES TWIN PLAZA
By: The Xxxxx Xxxxxx Commercial Real Estate Services Company, not
individually, but solely as Management and Leasing Broker for Landlord
/S/ Xxxxxxxx X. Xxxxxxx /S/ Xxxx X.
Xxxxx
/S/ Everest Parish Xxxx X. Xxxxx,
President
Attest:/S/ Xxxx X. XxXxxx
Xxxx X. XxXxxx
Assistant Secretary
(Corporate Seal)
Date of Execution /by Landlord: 11/16/93
TENANT: Earth Care Products of America, Inc., a Florida Corporation
Xxxxx X Xxxxxx By: /S/ Xxxxx X. Xxxxxx
X. Xxxxx Xxxxx X.Xxxxxx
Its: President
(Corporate Seal)
Date of Execution 10/18/93
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EXHIBIT "A".
Legal Description
That portion of the Southeast one-quarter of Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 42 East, Palm Beach County, Florida, described as follows:
Commencing at the Southeast corner of said Section 14; thence South 88*
44"00" West, along the South boundary of Section 14, a distance of
2503.16 feet to the East right-of-way line of State Road 808 (a 100 foot
right-of-way; thence North 00"04"00" East along said right-of-way, a
distance of 496.66 feet to the Point of beginning of land herein to be
described; thence continuing along the last mentioned course, & distance
of 350.00 feet; thence South 87*50"24" East, a distance of 200 feet;
thence North 00* 604"00" East, a distance of 196.40 feet to the South
right-of-way of Boca Raton West Road (State Road 808) as shown on
Department. of Transportation Map, Sheet 4 of 4, dated 4/8/75 thence
South 80* 40"40" East, along said South right-of-~way line, a distance
of 399.72 feet; thence South 00*04"00" West, a distance of 553.18 feet;
thence North 87*50"24" West, a distance of 599.51 feet, to the Point of
Beginning.
TOGETHER WITH
Those two, portions of said Southeast Quarter of Section 14 that lie
between the West line of the above described premises fronting on State
Road 808 (66 feet wide) and the present right-of-way line and between
the North line of the above described premises fronting on Boca Raton
West Road (80 feet wide) and the present right-of-way line, EXCEPT,
HOWEVER, that portion of the Southeast Quarter of said Section 14 that
lies between the North line of the property excepted and reserved to the
Grantor hereof fronting on Boca Raton West Road (80 feet wide) and the
present right-of-way line.
LESS AND EXCEPT the following described property:
Commencing, at the Southeast corner of said Section 14; thence South
88*44"00"" West, along the South boundary of said Section 14, a measured
distance of 1905.22 feet to a point, thence North 00* 04"00" East, a
distance of 794.73 feet to thee Point of Beginning; thence North 88*
35"39" West, a distance of 199.98 feet to a point; thence North 00*04"00"
East, a distance of 218.48 feet to a poinT, said point being on the
South right-of-way line of Xxxxx Xxxx 000 thence South 87*50"24" East
along the South right-of-way line of Xxxxx Xxxx 000, a distance of 13.85
feet to a point of curvature of a circular curve to the left; thence
continue along the arc of said curve which has a radius of 6,782.96
feet, a distance of 76.12 feet to a point of tangency: Thence South
88*35"39" East along the South right-of-way line of said Xxxxx Xxxx
000, a distance of 110.03 feet; thence South 00*04"00" West, a distance
of 217.8 feet to thee Point of Beginning of this description.
ADDENDUM
ATTACHED TO and made a part of the Lease Agreement dated 10/18, 1993, by
and between Glades Twin Plaza, a registered fictitious name, as LANDLORD
and Earth Care Products of America, Inc., a Florida Corporation, as
TENANT, covering approximately 2,470 rentable square feet of office
space known as Suite 440 of the west Tower of the building known as
Glades Twin Plaza located at 0000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx.
45.. Section 3, Paragraph (a), Subparagraph (i) (Base Rent) of the
within Lease shall be amended by adding the following:
TENANT agrees to pay LANDLORD a total "Base Rent" of One Hundred Sixteen
Thousand Ten Dollars and 48/100 ($116,010.48) without any offset or
deduction whatsoever, in lawful (legal tender for public or private
debts) money of the United State of America, at the management office of
the building or elsewhere as designated from time to time by LANDLORD"S
written notice to TENANT. Said Base Rent for the 2,470 square feet shall
be paid in accordance with the following schedule:
Dates Monthly Base Rent Total Base Rent
12/01/93 - $1,749.58 $ 20,994.96
11/30/94
12/01/94 - $ 1,837.06 $ 22,044.72
11/30/95
12/01/95 - $1,928.91 $ 23,146.92
11/30/96
12/01/96 - $2,025.36 $ 24,304.32
11/30/97
12/01/97_ $ 2,196.63 $ 25,519.56
_____________
$ 116,030.48
46. HAZARDOUS SUBSTANCES
(a) Prohibition on Placement or Disposal. Tenant shall not permit to
remain in, incorporate into, use, or otherwise place or dispose of at
the Premises or in the Building or Office center any toxic or hazardous
materials unless (i) such materials are in small quantities, properly
labeled and contained; (ii) such materials are handled and disposed of
in accordance with the highest accepted industry standards for safety,
storage, use and disposal; (iii) such materials are for use in the
ordinary course of business (i.e., as with office or cleaning supplies):
(iv) notice of and a copy of the current material safety data sheet is
provided to Landlord for each such hazardous or toxic material; and (v)
such materials are handled and disposed of in accordance with all
applicable governmental laws, rules, and regulations. If Tenant ever has
knowledge of the presence in the Premises or the Building or the office
Center of toxic or hazardous materials, Tenant shall . notify Landlord
thereof in writing promptly after obtaining such knowledge. For purposes
of this Lease, hazardous or toxic materials shall mean hazardous or
toxic chemicals or any materials containing hazardous or toxic chemicals
at levels or concentrations which cause such materials to be classified
as hazardous or toxic as then prescribed by the prevalent industry
practice and standards, or as set from time to time by EPA or OSHA, or
as defined under 29 CFR 1910 or 29 CFR 1925, or other applicable
federal, state, local, or other governmental laws, rules or regulations,
Page 1 of 2
(b) Tenant"s Covenants to Remove. If Tenant or its employees, agents,
or contractors shall ever violate the provisions of Paragraph (a) above,
or if Tenants acts, negligence, breach of this provision, or business
operations directly and materially expand the scope of any contamination
of the Premises, the Building, or the Office Center from toxic or
hazardous materials
then Tenant shall clean up, remove, and dispose of the material causing
the violation, in compliance with all applicable governmental standards,
laws, rules, and regulations, and repair any damage to the Premises or
Building or Office Center within such period of time as may be
reasonable under the circumstances after written notice by Landlord,
provided that such work shall commence not later than thirty (30) days
from such notice and be diligently and continuously carried to
completion by Tenant or Tenant"s designated contractors. Tenant shall
notify Landlord of its method, time, and procedure for any clean-up or
removal of toxic or hazardous materials under this provision; and
Landlord shall have the right to require reasonable changes in such
method, time or procedure, or to require the same to be done after
normal business hours or when the Building or Office Center is otherwise
closed i.e., weekends or holidays).
WITNESSES: LANDLORD GLADES TWIN PLAZA, a registered
fictitious name
By: The Xxxxx Xxxxxx Commercial Real Estate Services Company, not
individually, but solely as a Management and Leasing Broker for
Landlord.
/S/ Xxxxxxxx Xxxxxxx By: /S/ Xxxx X. Xxxxx
/S/ Everest Parish Xxxx X. Xxxxx,
President
Attest: /S/ Xxxx X XxXxxx
Xxxx X. XxXxxx
Assistant Secretary
(Corporate Seal)
Date of Execution 11/16/93
TENANT: Earth Care Products of America, Inc., a Florida
By: /S/ Xxxxx X. Xxxxxx
/S/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
/S/ X. Xxxxx Title:
President_
(Corporate Seal)
Date of Execution 10/18/93
