EXHIBIT 10.6
3467 PARTNERSHIP
LEASE AGREEMENT
1. PARTIES. This Lease Agreement is between THE 3467 PARTNERSHIP,
hereinafter referred to as the "LESSOR" and ▇▇▇▇▇▇.▇▇▇, INC., a
Delaware Corporation hereinafter referred to as "LESSEE".
2. PREMISES. LESSOR hereby leases to LESSEE and LESSEE leases from LESSOR,
for the term and upon the terms and conditions hereinafter set forth,
the Premises known as Suites 1 and 2 in the Building located at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, consisting of
approximately 2,600 square feet, together with non-exclusive use of the
building, common areas and other improvements constructed in said
business center as hereinafter provided, and together with the
non-exclusive right to use all adjoining parking areas, driveways,
sidewalks, road alleys and means of ingress and egress in the business
center of which leased Premises are a part. THIS DOES NOT INCLUDE OR
ALLOW ANY PARKING SOUTH OF OUR BUILDING ON PROPERTY THAT DOES NOT
BELONG TO THE PARTNERSHIP (WORLD GYM LOADING DOCK).
3. TERM. The term of this Lease shall be for 5 years, commencing on the
18th day of November 1999 and the Lease shall continue until the 30th
day of September 2004, unless sooner terminated or extended as herein
provided. Should such event occur on other than the first day of
calendar month, LESSEE agrees to pay a proportionate part of the
monthly rental herein provided for that month only (rent divided by
days in month).
4. RENT. LESSEE agrees to pay to LESSOR or his designee, without deduction
or offset, prior notice/demand, a minimum monthly base rent for first
year of $2,270.67 plus $920.83 pass-thru expenses plus $191.49 sales
tax (or as per State of Florida Sales Tax requirement) for a total of
$3,382.99 (Three thousand, three hundred and eighty-two dollars and
ninety-nine cents). The base rent for the second year is $2,384.20 plus
$920.83 pass-thru expenses plus $198.30 sales tax for a total of
$3,448.08 (Three thousand, four hundred and forty-eight dollars and
eight cents). The base rent for the third year is $2,503.41 plus
$920.83 pass-thru expenses plus $205.45 sales tax for a total of
$3,529.69 (Three thousand, five hundred and twenty-nine dollars and
sixty-nine cents). The base rent for the fourth year is $2,628.58 plus
$920.83 pass-thru expenses plus $212.96 sales tax for a total of
$3,762.37 (Three thousand, seven hundred and sixty-two dollars and
thirty-seven cents). The base rent for the fifth year is $2,760.01 plus
$920.83 pass-thru expenses plus $220.85 sales tax for a total of
$3,901.69 (Three thousand, nine hundred and one dollars and sixty-nine
cents). Sales tax shall be waived if LESSEE has a valid Tax Exemption
Certificate. Such monthly rental shall be paid in advance on or before
the first day of each month. The pass-thru expenses will be
adjusted annually up or down relative to this LESSEE's prorated share
of taxes (including real estate taxes and special assessments),
cleaning, utilities, maintenance, insurance, etc. See Paragraphs 8, 9,
10 and 11.
5. SECURITY PROVISIONS. Upon signing this lease, please submit to the
LESSOR $2,225.81 to bring your Security Deposit up to date. This will
be added to your current deposit of $1,675.88. The LESSOR shall retain
as security for the faithful performance of all covenants, conditions,
and agreements of this Lease, but in no event shall LESSOR be obliged
to apply the same to rent or other charges in arrears or upon damages
for LESSEE's failure to perform the said covenants, conditions and
agreement, LESSOR may also apply the security, at its option, and
LESSOR's right to the possession of the Leased Premises for nonpayment
of rent or for any other reason shall not in any event be effected by
reason of the fact that LESSOR holds this security. The said sum, if
not applied toward the payment of rent in arrears or toward payment of
damages suffered by LESSOR by reason of LESSEE's breach of the
covenants, conditions and agreements of this Lease, is to be returned
to the LESSEE without interest when this Lease is terminated, the space
returned to the LESSOR in a clean, undamaged and leasable condition
(usual wear and tear excepted), according to the terms of this Lease,
and in no event is the said security to be returned until LESSEE has
vacated the Leased Premises and delivered possession to LESSOR. In the
event that LESSOR repossess the Leased Premises because of the LESSEE's
defaulter because of LESSEE's failure to carry out the covenants,
conditions and agreements of this Lease LESSOR may apply the said
security towards all damages suffered to the date of said repossession
and may retain the Security Deposit to apply upon all damages as may be
suffered or shall accrue thereafter by reason of LESSEE's default or
breach (except only if the eviction is due solely to the use of the
premises in breach of Paragraph 7 and payments are up to date).
6. The LESSEE is responsible for installation and maintenance of all floor
and wall treatments and any other interior decorating or other interior
modifications, the directory insert and door signs for the subject
Premises (provided by LESSOR at LESSEE's expense) in accordance with
the terms and conditions contained herein for such lettering.
7. USE. The premises may be used for the following purpose. OFFICE (and
any related use upon LESSOR's approval) USE ONLY, and for no other
purpose whatsoever without the written consent of LESSOR, which may be
arbitrarily withheld at the LESSOR's discretion.
The space shall not be utilized for an abortion clinic, a drug
rehab., or any other use that may cause the LESSEES of the Building to
be inconvenienced by the LESSEE's Clients or anyone demonstrating
against the LESSEE or the LESSEE's Clients. In addition, the LESSEE
shall not allow its Employees or Clients to loiter in any of the
building's common areas or in any adjoining area.
8. UTILITIES. (A) LESSEE agrees to pay all charges for electricity used by
it. (B) LESSEE agrees to pay 42% percentage of LESSOR's water and sewer
charges by the City.
9. TAXES/INSURANCE. LESSEE agrees to pay all taxes/insurance levied upon
LESSEE's personal property, including trade fixtures and inventory, not
owned by LESSOR and kept on the leased premises. LESSOR agrees to pay
all taxes/insurance and assessments levied against the land and the
building and improvements, other than trade fixtures of LESSEE situated
thereon. LESSEE shall pay LESSOR each month, in addition to the rent,
42% of said taxes/insurance as LESSEE's proportionate share of the
taxes and insurance. Adjustments will be made at the end of each year
when the LESSOR receives the tax and insurance bills. All of the above
are included in the pass-thru expenses of Paragraph 11.
10. TRASH. LESSEE agrees to pay 42% of all trash charges. Any trash
requirements over and above normal office use will be separately
charged to the individual LESSEE at the LESSOR's option. This 42% is
included in the pass-thru expenses of Paragraph 11.
11. COMMON AREAS. (A) LESSOR shall be responsible for exterior cleaning,
landscape maintenance, irrigation, exterior maintenance and exterior
lighting of the common areas of the business center, but LESSEE shall
bear a 42% of the cost. (B) With regard to the LESSEE's proportionate
share of utilities, taxes/insurance, trash and common area maintenance
as per Paragraphs 8,9,10 and 11 for this year, there will be a $4.25
per sq. ft. charge to the LESSEE. This figure will be adjusted annually
relative to the Tenant's pro rata share of real estate taxes, building
maintenance and insurance.
12. REPAIRS AND MAINTENANCE OF LEASED PREMISES RESPONSIBILITIES OF LESSEE.
Without limiting the generality of ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ agrees to
repair and maintain in good order and condition the non-structural
interior portions of the Leased Premises, including the store fronts,
doors, windows, plate and window glass, and floor coverings, (3) air
conditioning units, plumbing and electrical facilities and appliances.
For any major repairs on AC, electrical or plumbing, the LESSEE will
only be responsible for the first $150.00 per repair (unless repairs
are due to poor maintenance practices by LESSEE), and the LESSOR will
pay the balance. LESSEE shall, at its own expense, perform all
janitorial and cleaning services within the demised premises in order
to keep same in a neat, clean and orderly condition.
Neither LESSOR nor LESSOR's Agents shall be liable for any
damages caused by or growing out of any breakage, leakage, getting out
of order or defective condition of the electric wiring, air
conditioning, and equipment, closets, plumbing, roof, appliances, other
equipment, or other facilities serving the Leased Premises.
All property belonging to LESSEE or any occupant of the Leased
Premises shall be there at the risk of LESSEE or such other person
only, and LESSOR shall not be liable for damage thereto or theft or
misappropriation thereof. At the expiration of the tenancy hereby
created, LESSEE shall surrender the Leased Premises in the same
condition as the Leased Premises were in upon delivery of possession
thereto under this Lease, reasonable wear and tear excepted, and damage
by unavoidable casualty
excepted, and shall surrender all keys for the Leased Premises to
LESSOR. LESSEE shall remove all and any alterations or improvements
which LESSOR requests to be removed before surrendering the premises as
aforesaid and shall repair any damage to the Leased Premises caused
thereby. LESSEE's obligation to observe or perform this covenant shall
survive the expiration or other termination of the term of the Lease.
13. REPAIRS AND MAINTENANCE OF LEASED PREMISES RESPONSIBILITY OF LESSOR.
LESSOR agrees to repair and maintain in good order and condition the
roof, roof drains, outside walls (and their finish), foundations and
structural portions (both interior and exterior) of the Leased
Premises. There is excepted from the preceding covenant, however: (1)
repair or replacement of broken plate or window glass (except in case
of damage by fire or other casualty covered by LESSOR's fire and
extended coverage policy); (2) repair of damage caused by the LESSEE,
its employees, agents, contractors, customers, invitees, and (3)
interior repainting and redecoration. The LESSOR will replace the A/C
compressor.
Except as provided herein, LESSOR shall not be obligated or
required to make any other repairs, and all other portions of the
Leased Premises shall be kept in good repair and condition by LESSEE,
and at the end of the term of this lease, LESSEE shall deliver the
Leased Premises to LESSOR in good repair and condition, reasonable wear
and tear and damage from fire and other insured casualty excepted.
Nothing in this Lease shall negate the LESSEE's responsibility
to pay 42% of the LESSOR's utility, taxes, insurance and common areas
maintenance expenses (See Paragraphs #8,9,10, 11). The LESSOR must have
access to each suite in case of emergency and the LESSEE is
unavailable.
14. ALTERATIONS. LESSEE shall not make any interior alterations or
alterations involving structural changes without securing LESSOR's
written consent, which consent shall not be unreasonably withheld;
without cost to LESSOR. All alterations and improvements shall become
the property of LESSOR and remain upon the premises as a part thereof,
and be surrendered with the Premises upon the termination of the Lease.
No exterior alterations shall be made by LESSEE.
15. TRADE AND OTHER FIXTURES. LESSEE may install or cause to be installed
such equipment and trade and other fixtures as are reasonably necessary
for the operation of its business. Such equipment and trade and other
fixtures may be installed prior to acceptance of the improvements and
shall remain personal property and title thereto shall continue in the
owner thereof, unless attached or affixed to the demised Premises in
such manner as to render them incapable to removal without causing
damage to the Premises. In the event such equipment and trade and other
fixtures are subject to a lien or title retention instrument, LESSOR
shall have the right and be able to enforce the same as stated therein.
16. RIGHT TO PLACE SIGNS, AWNINGS AND CANOPIES. LESSOR shall install all
signage visible from exterior. All door and directory sign inserts
shall be ordered and installed by LESSOR and paid for by LESSEE. No
other signs (building, window, door, etc.) are
allowed. LESSEE will not place or permit to be placed on any exterior
door or wall of the Premises any signs, awnings, canopy, or advertising
matter or any other thing of any kind, and will not place or maintain
any decoration, letters or advertising matter on the glass of any door
or wall, will not place any illuminated sign in any window area of the
Premises WITHOUT FIRST OBTAINING LESSOR'S WRITTEN APPROVAL which may be
arbitrarily withheld at the LESSOR's sole discretion.
17. CASUALTY DAMAGE. In the event the Premises shall be destroyed or so
damaged or injured by fire or other casualty during the life of this
Lease, whereby the same shall be rendered untenantable, then the LESSOR
shall have the right to render said Premises tenantable by repairs
within ninety (90) days therefrom. There shall be abatement or
reduction of rent during said ninety (90) day period. If said Premises
are not rendered tenantable within said time, it shall be optional with
either party hereto to cancel this Lease, and in the event of such
cancellation the rent shall be paid only to the date at which time the
Premises were rendered untenantable. The cancellation herein mentioned
shall be evidenced in writing.
18. INDEMNIFICATION OF LESSOR. LESSEE, during the term hereof, shall
indemnify LESSOR against all claims and demands, whether for injuries
to persons, loss of life, or damage to property occurring within the
demised Premises and arising out of the use and occupancy of the
demised Premises by LESSEE, excepting, however, such claims and
demands, whether for injuries to persons, loss of life, or damage to
property caused by acts or omissions of LESSOR. Nothing contained in
this Paragraph shall, however, detract for LESSOR's rights to
protection under the public liability insurance policy to be paid by
LESSEE as specified in Paragraph 33 hereof.
19. ASSIGNMENT AND SUBLETTING. LESSEE shall not assign this Lease, nor
sublet the Premises, or any part thereof nor use the same or any part
thereof, nor permit the same, or any part thereof, to be used for any
other purpose than as above stipulated, without the written consent of
LESSOR, which consent shall not be unreasonably withheld. Under no
circumstances will the LESSEE be permitted to assign this Lease or
sublet the Premises before taking possession of the space and operating
the Premises for the purpose as represented in Paragraph No. 7 herein
for a period of no less than six (6) months. Any sale of the Tenant's
corporation (▇▇▇▇▇.▇▇▇, Inc.) or any sale or transfer of more than 49%
of the stock of said corporation shall be considered an assignment to
this Lease. (Other than a Public offering which shall evoke no change
in this Lease as to LESSEE's Corporation ownership).
20. BANKRUPTCY. Should LESSEE make an assignment for benefit of creditors
or be adjudicated bankrupt, such action shall constitute a default of
this Lease for which LESSOR shall have all of the remedies available to
it under Paragraph 25 herein below.
21. COMPLIANCE WITH LAWS. LESSEE will promptly comply with all applicable
and valid laws, ordinances and regulations of Federal, State, County,
Municipal or other lawful authority pertaining to the use, occupancy
and alteration of the leased Premises.
22. EMINENT DOMAIN. If all of the Leased Premises and common areas are
taken under the power of eminent domain or conveyed under threat of
condemnation proceedings, or if any part of the building or 30% or more
of the common areas is taken or conveyed, then, in either event, this
Lease shall terminate effective as of the date LESSEE is required to
give up the right to occupy or use said building or common areas. If
this Lease is not terminated as above provided, LESSOR and LESSEE shall
agree upon equitable reduction of the rental, based on the reduction in
the building or common areas. If the parties fail to agree upon such
reduction within sixty (60) days from the date of the final award or
payment for the part of the leased Premises so taken or conveyed,
LESSOR and LESSEE shall choose one arbitrator each, and the two
arbitrators so chosen shall choose a third arbitrator. The decision of
any two of the arbitrators as to the rental reduction, if any, shall be
binding on LESSEE and LESSOR, and any expense of the arbitration shall
be divided equally between the LESSEE and the LESSOR. The LESSEE shall
pay the full rent pending final determination of the reduction, and
upon said determination, the rent shall be adjusted retroactively to
the date of actual reduction in the Premises or common areas.
23. ATTORNEY FEES. If it becomes necessary to enforce any covenant of this
Lease or for the breach of any covenant or condition herein contained,
the parties hereto agree that the party who has breached that condition
shall pay to the other party seeking to enforce the provisions of this
Lease a reasonable attorney's fee and costs.
24. LATE CHARGES. LESSEE agrees to pay a late charge to the LESSOR of
$35.00 plus $5.00 per day for each monthly rent payment which may be
more than five (5) days past due; plus an additional check charge of
$35.00 for any check from the LESSEE which is returned to the LESSOR
uncollected for any reason. These charges shall be considered as
additional rent.
25. DEFAULT. In the event LESSEE shall default in the payment of the
monthly rent or any additional payments as provided herein and said
default shall continue for a period of ten (10) days after the due date
thereof, said default shall, at the election of LESSOR, work as a
forfeiture of this Lease, or LESSOR may enforce performance in any
manner by law, and LESSOR's agent or attorney shall have the right
without further notice or demand to re-enter and remove all persons for
LESSOR's property without being deemed guilty of any manner of trespass
and without prejudice to any remedies for arrears of rent or breach of
covenant, or LESSOR's attorney or Agent may resume possession of the
property and re-let the same for the remainder of the term at the best
rental such agent or attorney can obtain for the account of LESSEE, who
shall pay any deficiency, and LESSOR shall have a lien as security for
such rental upon the fixtures and equipment belonging to LESSEE which
are on the demised Premises. Notwithstanding any other remedy available
to LESSOR, in the event of default by LESSEE, all rent due for the
balance of the term of this Lease shall, at the election of LESSOR,
become immediately due and payable.
In the event LESSEE shall default in the performance of any of
the terms or provisions of this Lease other than the payment of monthly
rent, LESSOR shall promptly so notify LESSEE in writing. If LESSEE
shall fail to cure such default within twenty (20) days after receipt
of such notice, or if the default is of such character as to require
more than twenty (20) days to cure and LESSEE shall fail to commence to
do so within twenty (20) days after receipt of such notice and
thereafter diligently proceed to cure such default, then in either
event LESSOR may, at its election, cure such default and such expense
shall be added to the rent otherwise due, or LESSOR may, at its
election, declare the Lease forfeited, and shall have available to it
the same remedies as are available in the case of default in the
payment of rent.
26. LESSOR'S COVENANTS. LESSOR covenants that they have good and marketable
title to the Premises in fee simple absolute and that the same is
subject to no Leases, tenancies, agreements, encumbrances, liens,
restriction, or defects in title affecting the rights granted LESSEE in
this Lease; that there are not restrictive covenants, zoning or other
ordinances or regulations applicable to the demised Premises which will
prevent LESSEE from conducting its usual business (See paragraph #7).
27. QUIET ENJOYMENT. LESSEE upon paying the rent and performing the
covenants and agreements of this Lease shall quietly have, hold and
enjoy the demised premises and all rights granted LESSEE in this Lease
during the term thereof and extensions thereto, if any.
28. PARKING. No vehicles or equipment of LESSEE are to be parked overnight
on premises.
29. SUBORDINATION. LESSEE hereby agrees that its Leasehold interest
hereunder is subordinate to any mortgages or trust deeds now on, or
hereafter to be placed on, the premises Leased hereunder and to all
advances made or that may be made on account of the encumbrances to the
full extent of the principal sums secured thereby and interests
thereon.
30. NOTICE. Any notices required or permitted hereunder shall be in writing
and delivered whether in person to the other party or the other party's
authorized agent, or by United States Certified Mail, Return Receipt
Requested, postage full prepaid, to the addresses set forth
hereinafter, or to such other address as either party may designate in
writing and deliver as herein provided.
LESSOR: 3467 Partnership LESSEE: ▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. #▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. #▇,▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
31. WINDOW COVERINGS. There is no requirement for the LESSEE to cover the
windows of the Premises. If, in fact, the LESSEE desires to cover a
window on the Premises and
the covering is visible to the street, such window covering shall be in
accordance with following:
Micro-Blinds (1/2" horizontal blinds) as manufactured by Bali
(or other manufacturer acceptable to the LESSOR) with
hold-down brackets. Color or finish may be as desired by the
LESSEE, subject to the LESSOR's approval which will not be
unreasonably withheld.
32. RECORDING. This Lease Agreement shall not be filed for Public Record by
any party hereto.
33. LIABILITY INSURANCE. LESSEE agrees at LESSEE's expense to maintain in
force continuously throughout the term of this Lease and any extension
hereof public liability insurance covering the leased Premises, and
naming LESSOR its designees and its mortgagee as additional insurers,
with single limits of $1,000,000.00 for death or personal injury and
$250,000.00 for property damage, and shall upon written request of
LESSOR furnish LESSOR a certificate by the insurer that such insurance
is in force and is not cancelable on less than thirty (30) days notice.
It is agreed that all policies of insurance to be maintained
in force by the respective parties hereto shall be obtained from good
and solvent insurance companies.
LESSEE is to obtain ▇▇▇▇▇▇▇'▇ Compensation insurance. LESSEE
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 LESSOR against any other
liability to person or property arising hereunder by operation of law,
whether such law be now in force or adopted subsequent to the execution
hereof.
LESSEE's failure to keep in effect and pay for such insurance
as outlined herein above and pay for such insurance as it is in this
Section required to maintain, shall entitle the LESSOR to do so for
LESSEE, in which event the insurance premiums paid by LESSOR shall
become due and payable forthwith and shall be deemed as additional
rent. Failure of LESSEE to pay same on demand shall constitute a breach
of this Lease, and LESSEE will be held personally liable for same.
34. PLATE GLASS. The replacement of any plate glass damaged or broken from
any cause whatsoever in and about the Leased Premises shall be LESSEE's
responsibility. LESSEE agrees to replace any damaged or broken glass as
soon as possible. Said glass to exactly match the original adjoining
material without exception.
35. INCREASE IN FIRE INSURANCE PREMIUM. LESSEE agrees that it will not
keep, use, sell or offer for sale in or upon the Leased Premises any
article which may be prohibited by the standard form of fire and
extended risk insurance that may be charged during the term of this
Lease on the amount of such insurance which may be carried by LESSOR on
said premises or the building of which they are a part, resulting from
the type of merchandise maintained or sold by LESSEE in the Leased
Premises, whether or not
LESSOR has consented to the same. In determining whether increased
premiums are the result of LESSEE's use of the Leased Premises, a
schedule issued by the organization making the insurance rate on the
Leased Premises, showing the various components of such rate, shall be
conclusive evidence of the several items and charges which make up the
fire insurance rate on the Leased Premises. LESSEE agrees to promptly
make, at LESSEE's cost, any repairs, alterations, changes and/or
improvements to equipment in the Leased Premises required by the
company insuring LESSOR's fire insurance so as to avoid the
cancellation of, or the increase in premiums on said insurance.
In the event LESSEE's occupancy and use of Leased Premises
causes any increase of premium for the fire and/or casualty rates on
the Leased Premises or any part thereof above the rate for the least
hazardous type of occupancy legally permitted on the premises, the
LESSEE shall pay the additional premium on the fire, boiler and/or
casualty insurance policies by reason thereof. The LESSEE also shall
pay in such event, any additional premium on the rent insurance policy
that may be carried by the LESSOR for its protection against rent loss
through fire or other casualty. Bills for such additional premiums
shall be rendered by LESSOR to LESSEE at such times as LESSOR may elect
and shall be due from payable by LESSEE when rendered, and the amount
thereof shall be deemed to be additional rent.
36. INDEMNIFICATION OF LESSOR. LESSEE shall indemnify LESSOR and save it
harmless from and against any and all claims, actions, damages,
liability and expense in connection with loss of life, personal injury
and/or damage to property arising from or out of any occurrence in,
upon or at the Leased Premises, or the occupancy or use by LESSEE of
the Leased Premises of any part thereof occasioned wholly or in part by
any act or omission of LESSEE, its agents, contractors, employees,
servants, lessees, or concessionaires, whether occurring in or about
the Lease Premises or outside the Leased Premises but within the
Shopping Center. In the case LESSOR shall be made a party to any
litigation commenced against LESSEE, then LESSEE shall protect and hold
LESSOR harmless and shall pay all costs, expenses and reasonable
attorney's fees incurred or paid by LESSOR in connection with such
litigation.
37. WAIVER OF SUBROGATION. LESSOR and LESSEE waive, unless said waiver
should invalidate any such insurance, their right to recover damages
against each other for any reason whatsoever to the extend the damaged
party recovers indemnity from its insurance carrier. Any insurance
policy procured by either LESSEE or LESSOR which does not name the
other as a named insured shall, if obtainable, contain an express
waiver of any right of subrogation by the insurance company against the
LESSOR or LESSEE, whichever the case may be. All public liability and
property damage policies shall contain an endorsement that LESSOR,
although named as an insured, shall nevertheless be entitled to recover
for damages caused by the negligence of LESSEE.
38. TIME OF THE ESSENCE. Time is of the essence of each and every
provision, covenant, and condition herein contained and on the part of
LESSEE and LESSOR to be done and performed.
39. SAVING CLAUSE. It is understood and agreed that should any part, term,
sentence, clause or provision of this Lease be declared by the courts
to be invalid, the validity of the remaining portions or provisions
shall not be affected thereby.
40. HOMESTEAD WAIVER. LESSEE hereby waives and renounces for himself and
family any and all homestead and exemption rights he may have now, or
hereafter, under or by virtue of the constitution and laws of the State
of Florida or of any other State, or of the United States, as against
the payment of said rental or any portion hereof, or any other
obligation or damage that may accrue under the terms of this agreement.
41. ANNUAL RENT ADJUSTMENT. During the full term of this Lease and any
extensions thereof, the base rent shall be increased annually by 5%.
The adjusted base rent shall be computed annually on the anniversary
date of the Lease by multiplying 1.05 times the most current base rent
at the end of the prior year (1.05 x Prior year base rent = Adjusted
base rent).
42. LESSOR'S OPTION. In the event the subject property is sold the Lessor
at his option may terminate this lease by giving ninety (90) days
written notice (certified mail return receipt) to the Lessee. Any
transfer or change of more than 49% of the Ownership of the 3467
Partnership shall be considered as a sale of subject property.
43. COMPLETE AGREEMENT. This Lease contains a complete expression of the
Agreement between the Parties and there are no promises,
representations or inducements except such as are herein provided. This
Lease Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal representative,
successors and assigns.
44. The LESSOR, the LESSEE's behalf, shall re-construct Suite #1 & 2 in
accordance with the plans approved by the LESSEE (dated 9-30-99,
revised and signed 10-4-99). Costs of reconstruction of soon to be
occupied Suite #1 shall be as noted in Addendum #1 to the lease for
Suite #2 dated 4-29-99.
EXECUTED BY LESSOR this ______ day of ____________________, 1999.
LESSOR
3467 Partnership
By _____________________ Title: Partner
_____________________ Title: Partner
_____________________ Witness
LESSEE
▇▇▇▇▇▇.▇▇▇,Inc.
By _____________________ Title: Director of Operations and
Corporate Officer
Witness
October 18, 1999
RE: SUITES 1 AND 2 CONSTRUCTION ADDENDUM TO SUITE #1 LEASE DATED 4-29-99
1. The new Air Handling Unit (supplied and installed by LESSOR) has been
installed in a location specified by the LESSEE. Please note that the
LESSOR shall bear no responsibility for any damages (or down time to
any equipment) caused by the AHU pan overflowing or other defects of
the AHU. This AHU shall be maintained exclusively by the LESSEE.
2. The additional cost of painting above the ceiling grid, if performed is
$2,800 plus an additional $750.00 for prep and cleanup. This is no
guarantee that the paint will adhere to all existing surfaces,
mechanical and electrical equipment, etc. due to the fact that this
attic and the equipment therein were not designed for or constructed to
accommodate exposed painted surfaces. These costs are in addition to
the normal costs in paragraph #5. If this work is performed in the
LESSEE's behalf the LESSEE shall pay at termination of lease to the
LESSOR the sum of $1,000.00 for future replacement of acoustic ceiling
panels and R19 insulation.
3. Be advised that the new AC system recently installed by the LESSOR is
not sized properly to air condition the attic as well as the rooms
(with no roof or ceiling insulation). It is the LESSOR's guestimate
that the AC capacity needed to air condition these attics and rooms may
need an additional 1 or 2 tons. (This is guestimated on an approximate
2,000 cubic feet of area to be cooled). The LESSEE will take full
responsibility for any lack of sufficient cooling capacity. Any
additional tonnage shall be supplied and installed at the sole expense
of the LESSEE.
4. The LESSEE is advised that, in the event the LESSEE needs additional
electrical power for additional AC capacity or any other reason, the
LESSEE at its sole expense shall install upgraded electrical service
(to be provided by LESSOR).
5. CONSTRUCTION COSTS PER TENANT'S INSTRUCTIONS:
Base Contract (credit $750.00 for ceiling panel & insulation installation) $8,235.00
Painting of ceiling above grid 2,800.00
Prep and cleanup of painting of ceiling 750.00
Aluminum Power Poles 2,500.00
Additional AC Work (including 3 drops) 450.00
Additional Electrical Work Including Phasing and Telephone Board 300.00
Architectural Services 900.00
Carpet by Tenant N/C
Permits:
Demolition 70.25
DNRP Review 30.00
Building (Plan Review @ $125.00/hr.) Assume 300.00
New Air Handler Unit N/C
Relocate AHU 100.00
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TOTAL $16,435.25
6. The LESSEE is responsible for all constructions costs incurred at the
direction and instructions of the LESSEE (see Plans approved 10-4-99).
See Addendum paragraphs #2 and #5. The LESSEE may request the LESSOR to
finance this construction cost of up to $10,000.00. The LESSOR shall do
so by adding a service charge of 10% per year (on unpaid balances) on
all of the LESSOR's advanced monies. The LESSOR shall be repaid in 60
equal payments (plus interest). Said sum shall be considered loan
repayment and shall be due and payable on the first day of each month
simultaneous with monthly rent payments due under this lease.
7. In the event that the LESSEE (or the LESSOR on the LESSEE's behalf)
removes any of the existing interior walls in Suite #1 or 2, then the
LESSEE shall pay to the LESSOR the sum of $3,780.00 (plus sales tax) as
compensation for replacement of the walls. Said sum shall be paid to
the LESSOR over the five year lease term in 60 monthly installments of
$63.00 (plus sales tax). Said sum shall be considered additional rent
and shall be due and payable on the first day of each month
simultaneous with the monthly rent payments due under this lease.
The LESSOR will refund the $3,780.00 to the LESSEE provided the LESSEE
faithfully completes the five year term of this lease and provided one
of the following conditions occur:
a. If the LESSEE renews this lease for a three year term or
longer with rent and terms agreeable to the LESSOR and LESSEE.
Said monies to be prorated as a monthly deduction to the
lease. The sales tax shall not be refunded.
b. If Suites #1 and 2 are leased to a third party for a three
year term or longer with occupancy within thirty days or less
of termination of this lease and provided that it is not
necessary to build any partition walls in the suites where
walls were removed. Said monies to be paid to LESSEE as a lump
sum within 90 days of occupancy of the third party LESSEE. The
sales tax will not be refunded.
_______________________________ _______________________________
LESSOR LESSEE
_______________________________ _______________________________
WITNESS WITNESS
