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LEASE AGREEMENT
THIS LEASE AGREEMENT made this 1st day of May, 1996, by and between
PELICAN BAY PROFESSIONAL VILLAGE ASSOCIATES referred to as the Lessor, and
Transworld Nurses, Inc. with its principal offices at 0000 Xx. 00 Xxxxx 000,
hereinafter referred to as the Lessee.
WITNESSETH:
(1) LEASED PREMISES: Lessor hereby leases to the Lessee and the Lessee
hereby leases from the Lessor the premises located at PELICAN BAY PROFESSIONAL
VILLAGE, 1182 Pelican Bay Drive, Daytona Beach, Volusia County, Florida the
premises being a part of a certain shopping center located in and upon the
following described real property situated in Volusia County, Florida to wit:
A portion of Section 35 and 36, Township 15 South, Range 32
East, Volusia County, Florida, and a Portion Xxxxxxx Xxxx,
Xxxx Xx. 0, as Recorded in Map Book 10, pages 26 through 40,
of the Public Records of Volusia County, Florida.
together with the right of joint use with others of the sidewalk, driveway, and
parking area, but subject to telephone concession rights, present and future.
This demise is also subject to the following:
I. Rights-of-way for streets, alleys, and public utilities;
building restrictions, driveway easements, and party-wall
agreements;
II. Existing leases (recorded and unrecorded) and tenancies
affecting portions of the demised premises*;
III. Any state of facts which an accurate survey and/or a
personal inspection would disclose;
IV. Zoning ordinances of the City of Daytona Beach or of the
County of Volusia, and any municipality in which the
property may hereafter be located, now existing or which
may hereafter exist during the life of this lease*; and,
V. Existing mortgage executed to the Southeast Mortgage Company.
*provided same do not adversely affect use of the demised
premises
(2) TERM: Lessee to have and to hold to the above-described premises
for a term of (3) three years commencing on May 1, 1996, and terminating April
30, 1999, on the terms and conditions as set forth herein.
(3) OPTION TO RENEW: If Lessee is not in default beyond the applicable
grace period with respect to any terms and conditions contained herein, the
Lessee, but not any assignee or sublessee shall have the option to renew this
Lease for an additional term of (3) three years on the same terms and conditions
as are set forth herein, except the rental for the renewed term shall be based
on, at Lessor's option, either the then prevailing rental rate for this
property, or on the change in the Consumer Price Index (CPI), provided that
Lessee gives written notice of renewal not later than six months prior to the
expiration of this Lease.
(4) RENT: Lessee hereby covenants and agrees to pay, together with any
and all sales and use taxes levied upon the use and occupancy of the leased
premises as set forth in this lease, during the term hereof, to the Lessor, in
advance beginning on the commencement date of this Lease and on the first day of
each and every month thereafter, a monthly Base Rent of $656.25 plus sales tax
(presently 6%) in the amount of $39.38, [(750 sq ft x $10.50) divided by 12] for
a total monthly rent of $695.63. Rent shall be paid to:
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PELICAN BAY PROFESSIONAL VILLAGE
X.X. Xxx 000000
Xxxxxxx Xxxxx, Xxxxxxx 00000-0000
Lessee also covenants and agrees to pay a Late Charge not to exceed
$25.00 for any payment of monthly rent not received by Lessor on or before the
5th day of each month and for any other payment due Lessor pursuant to the
terms and provisions hereof, plus an additional charge not to exceed $2.00 per
day for each day thereafter until the rent is paid, unless prior arrangements
have been made in writing. In the event any Late Charge is due to Lessor,
Lessor shall advise the Lessee in writing, and Lessee shall pay said Late
Charge to Lessor along with and in addition to the next payment of monthly
rent. Time is of the essence in this Lease.
All sums due and payable pursuant to the terms and provisions of this
Lease shall be 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 without set-off, abatement, or reduction.
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(6) SECURITY: Lessee has deposited with Lessor the sum of $656.25 as
security for the faithful performance and observance by Lessee of the terms,
provisions, and conditions of this Lease; it is agreed that in the event Lessee
defaults in respect to any of the terms, provisions and conditions of this
Lease, including but not limited to, the payment of rent and additional rent,
Lessor 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 Lessee is in default or for any sum which
Lessor may expend or may be required to expend by reason of Lessee's default in
respect to any of the terms, covenants, and conditions of this Lease, including
but limited to, any damages or deficiency in the reletting of the leased
premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Lessor. In the event that Lessee shall fully
and faithfully comply with all of the terms, provisions, covenants, and
conditions of this Lease, the security shall be returned to Lessee, with
interest, after the date fixed as the end of the Lease and after delivery of
entire possession of the leased premises to Lessor. In the event of a sale of
the land and building of which the leased premises form a part, hereinafter
referred to as the building, or leasing of the building, Lessor shall have the
right to transfer the security to the vendee or lessee and Lessor shall
thereupon be released by Lessee from all liability for the return of such
security and Lessee agrees to look to the new Lessor 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 Lessor. Lessee further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Lessor 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 or by Lessee
under Paragraph 35 ("ESTOPPEL LETTER") herein, it is agreed that all such
security deposit held hereunder shall be deemed to be applied first to rent and
other charges first due to Lessor for all periods prior to the filing of any
such proceedings.
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(7) NET RENT: It is the intention of the Lessor and the Lessee that the
rent herein specified shall be net to the Lessor throughout the term of this
Lease, except as may be otherwise specifically provided in this Lease. All
taxes, charges, costs and expenses which the Lessee is required to pay
hereunder, together with all interest and penalties that may accrue thereon in
the event of the Lessee's failure to pay such amounts, and all damages, costs
and expenses which the Lessor may incur by reason of any default of the Lessee
or failure on the Lessee's part to comply with the terms of this Lease, shall be
deemed to be additional rent and, in the event of nonpayment by the Lessee, the
Lessor shall have all the rights and remedies with respect thereto as the Lessor
has for the nonpayment of the basic rent.
(8) NOTICES: For the purpose of notice or demand, the respective
parties shall be served by certified or registered mail, return receipt
requested, addressed to the Lessee or to the Lessor at their respective office
address as follows:
LESSEE: LESSOR:
Transworld Nurses, Inc. PELICAN BAY PROFESSIONAL VILLAGE
4900 Xx. 00 Xxxxx 000 X.X. Xxx 000000
Wall, New Jersey 07753-6804 Xxxxxxx Xxxxx, XX 00000-0000
(9) UTILITIES: The Lessee shall pay for electric utilities furnished to
the premises, such as electricity, all of which shall be separately metered,
and shall make all necessary utility deposits. Lessor shall not be responsible
or liable for any interruption or failure of utility service. Lessor
responsible for installation of meters.
(10) SALES AND USE TAX: Lessee hereby covenants and agrees to pay
monthly to the Lessor any sales, use, or other tax, excluding State and/or
Federal Income Tax, now or hereafter imposed upon any and all rents or other
sum due and payable hereunder by the United States of America, the state, or
and political subdivisions thereof, notwithstanding the fact that such statute,
ordinance, or enactment imposing the same, may endeavor to impose the tax on
the Lessor.
(11) USE AND POSSESSION:
(a) It is understood that the leased premises are to be used as an
administrative office and for no other purpose whatsoever without the prior
written consent of Lessor. In the event Lessee uses the leased premises for
purposes not expressly permitted herein, Lessor may terminate this Lease or
without notice to Lessee, restrain said improper use by injunction. Lessee
shall not use the leased premises for any unlawful purpose or so as to
constitute a nuisance. The Lessee, at the expiration of the term, shall deliver
up the leased premises in good repair and condition, damages beyond the control
of the Lessee, reasonable use, ordinary wear and tear excepted.
(b) Lessee shall not use or permit the premises to be used for any
illegal, immoral or improper purposes or permit any waste, nuisance,
disturbance, noise or annoyance whatsoever, detrimental to the premises or to
adjoining properties or their occupants. Lessee shall at its own expense comply
with all requirements of law and with all ordinances, regulations and orders of
any state, county, municipal or other public authority affecting the premises.
(12) ORDINANCES AND REGULATIONS: Lessee hereby covenants and agrees to
comply with all the rules and regulations of the Board of Fire Underwriters,
Officers, or Boards of the City, County, and State having jurisdiction over the
leased premises, and with all ordinances and regulations of governmental
authorities wherein the leased premises are located, at Lessee's sole cost and
expense, but only insofar as any of such rules, ordinances, and regulations
pertain to the manner in which the Lessee shall use the leased premises; the
obligation to comply in every other case and also all cases where such rules,
regulations and ordinances require repairs, alterations, changes, or additions
to the building (including the leased premises, but not caused by Lessee's use
thereof) or building equipment, or any part of either, being hereby expressly
assumed by Lessor, and Lessor covenants and agrees to comply
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with all such rules, regulations, and ordinances with which Lessee has not
herein expressly agreed to comply.**
(13) SIGNS AND DRAPERIES: The Lessee will not place any draperies,
signs, advertising matter, or material on the exterior or on the interior, where
possible to be seen from the exterior of the leased premises of the building in
which the leased premises are located, without the prior written consent of the
Lessor. Any lettering or signs placed on the interior of said building shall be
for directional purposes only, and such sign and lettering shall be of a type,
kind, character, and description to be approved in writing by Lessor.
(14) MAINTENANCE AND ALTERATIONS:
(a) Lessee, by occupancy hereunder, accepts the leased premises
as being in good repair and condition. Lessee shall maintain leased premises and
every part thereof in good repair and condition, damages by causes beyond the
control of the Lessee, reasonable use, ordinary wear and tear excepted. Lessee
shall, at its own cost and expense, repair or replace any damage or injury to
all or any part of the leased premises caused by Lessee or Lessee's agents,
employees, invitees, licensees, or visitors; provided, however, if Lessee fails
to make the repairs or replacements, and Lessee shall reimburse the cost to
Lessor on demand. Repair, maintenance, and replacement of the airconditioning
and heating units shall be Lessor's responsibility.
(b) Lessee shall make no changes in or to the leased premises of
any nature without Lessor's prior written consent. Subject to the prior written
consent of Lessor*, and to the provisions of this paragraph, Lessee, at Lessee's
expense, 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 leased premises by using
contractors or mechanics first approved by Lessor. All fixtures and all
paneling, partitions, railings, and like installations, installed in the leased
premises at any time, either by Lessee or by Lessor in Lessee's behalf, shall
become the property of Lessor and shall remain upon and be surrendered with the
leased premises unless Lessor, by notice to Lessee no later than twenty (20)
days prior to the date fixed as the termination of this Lease, elects to have
them removed from the leased premises by Lessee forthwith, at Lessee's expense.
Nothing in this paragraph shall be construed to prevent Lessee's removal of
trade fixtures, but upon removal of any such trade fixtures from the leased
premises or upon removal of other installations as may be required by Lessor,
Lessee shall immediately and at Lessee's expense, repair and restore the leased
premises to the condition existing prior to installation and repair any damage
to the leased premises or the building due to such removal. All property
permitted or required to be removed by Lessee at the end of the term remaining
in the leased premises after Lessee's removal shall be deemed abandoned and may,
at the election of the Lessor, either be retained as Lessor's property or may be
removed from the leased premises by Lessor at Lessee's expense. Lessee shall,
before making any alterations, additions, installations, or improvements, at its
expense, obtain all permits, approvals, 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, approval, and certificates to Lessor, and Lessee agrees to carry
worker's compensation, general liability, personal and property damage insurance
as Lessor may require. Lessee agrees to obtain and deliver to Lessor, written
and unconditional waivers of mechanic's liens upon the real property in which
the leased premises are located, for all work, labor, and services to be
performed and materials to be furnished in connection with such work, signed by
all contractors, subcontractors, materialmen, and laborers to become involved in
such work. Notwithstanding the foregoing, if any mechanic's lien is filed
against the leased premises or Lessee, whether or not done pursuant to this
paragraph, the same shall be discharged by Lessee within ten (10) days
thereafter of written notice, at Lessee's expense, by filing the bond required
by law.***
(15) QUIET ENJOYMENT: Subject to the provisions of Paragraph 18
("EMINENT DOMAIN") hereof, the Lessor covenants and agrees that Lessee, on
paying said monthly rent and performing the covenants and conditions
* not to be unreasonably withheld
** Nothing contained in Paragraphs 11, 12 and 14 shall require or obligate
Lessee to perform any structural repairs, alterations or maintenance.
*** Lessor shall be required to maintain in good order and repair parking and
common areas and structured portions of the building and its systems.
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herein, shall and may peaceably and quietly hold and enjoy the leased premises
for the term aforesaid.
(16) LESSOR'S RIGHT TO INSPECT AND DISPLAY: The Lessor shall have the
right, at reasonable times during the term of this Lease, to enter the leased
premises for the purpose of examining or inspecting same and of making such
repairs or alterations therein as the Lessor shall deem necessary. The Lessor
shall also have the right to enter the leased premises upon reasonable notice at
reasonable hours for the purpose of displaying said leased premises to
prospective tenants within ninety (90) days prior to the termination of this
Lease, or at any reasonable time for the purpose of showing the leased premises
to a prospective buyer of the building. If, during the last month of the term,
Lessee shall have removed all or substantially all of Lessee's property, Lessor
may immediately enter the leased premises and prepare them for any future
Lessee. Furthermore, the Lessor may allow such future Lessee to occupy the
leased premises. These acts shall have no effect upon Lessee's obligation under
this lease, and Lessee shall be entitled to no abatement or diminution of rent
as a result thereof, except that in the event Lessee makes any payment for the
period up until the expiration of this Lease, Lessee shall be entitled to a
credit to the extent of such payment.
(17) DAMAGE OR DESTRUCTION:
(a) If by fire or other casualty the leased premises are
totally destroyed or the building is partially damaged or destroyed to the
extent of seventy-five per cent (75%) or more of the replacement cost thereof,
even though the leased premises may not be damaged, Lessor or Lessee shall have
the option of terminating this Lease or any renewal thereof by serving written
notice upon the other within thirty (30) days from the date of the casualty and
any prepaid rent shall be prorated as of the time of destruction and unearned
rent refunded without interest.
(b) If by fire or other casualty the leased premises are
damaged or partially destroyed to the extent of twenty-five per cent (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 year,
excluding any unexercised renewal option, either may terminate this Lease by
serving written notice upon Lessee within ten (10) business days of the date of
destruction or Lessor shall restore the leased premises, or (2) if the unexpired
term is more than one year excluding renewal option, Lessor shall restore the
leased premises, provided same is completed within 45 days of the damage.
(c) If by fire or other casualty the leased 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, Lessor shall restore the leased premises.
(d) In the event of damage, all rents paid in advance
shall be proportioned as of the date of damage or destruction, and all rent
thereafter accruing shall be equitable and proportionately adjusted according to
the nature and extent of the destruction or damage, pending completion of
rebuilding, restoration or repair by lessor. In the event the destruction or
damage is so extensive as to make it unfeasible for the Lessee to conduct
Lessee's business on the leased premises, the rent shall be completely abated
until the leased premises are restored by the Lessor or until the Lessee resumes
use and occupancy of the leased premises, whichever shall first occur. The
Lessor shall not be liable for any damage to or any inconvenience or
interruption of business of the Lessee or any of its employees, agents, or
invitees occasioned by fire or other casualty.
(e) Said restoration, rebuilding or repairing shall be at
Lessor's sole cost and expense.
(f) Lessor shall not be required to carry fire, casualty,
or extended coverage insurance on the person or property of the Lessee or any
person occupying the leased premises or property which may now or hereafter be
placed in the leased premises. Lessor and Lessee each waive all rights and
liabilities which each may have against the other party, their agents,
employees, and invitees for damage or destruction
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to the real or personal property owned by said party, except for intentional or
malicious destruction or gross negligence. Lessor and Lessee shall provide in
any insurance policy a clause providing for and recognizing such waiver of the
right of subrogation.
(18) EMINENT DOMAIN: If the whole or any part of the leased premises
shall be acquired or condemned by Eminent Domain for any public or quasi-public
use or purpose, then and in that event, the term of this Lease shall cease and
terminate from the date of title vesting in such proceeding and Lessee shall
have no claim against Lessor or against the total award for the value of any
unexpired portion of the Lease term or otherwise, and Lessee shall not be
entitled to any part of any award that may be made for such taking, not to any
damages therefrom except that the rent shall be adjusted as of the date of such
termination of this lease.
(19) ASSIGNMENT OR SUBLETTING: The Lessee shall not:
(a) Assign, encumber, dispose of, or convey this Lease or any
interest under it;
(b) Allow any assignment, subletting, or transfer hereof or any
lien upon the Lessee's interest by operation of law or by voluntary or
involuntary bankruptcy proceedings or otherwise, and in no event shall this
Lease or any rights or privileges hereunder be an asset of Lessee under any
bankruptcy, insolvency, or reorganization proceedings;
(c) Sublet the leased premises or any part thereof; or,
(d) Permit the use or occupancy of the leased premises or any part
thereof by anyone other than the Lessee.
If the Lessor shall consent to any assignment or subletting, assignee shall
assume all obligations of Lessee hereunder, and neither Lessee nor any assignee
shall be relieved of any liability hereunder, and in the event of default by
assignee shall not be relieved of any liability hereunder, and in the event of
default by assignee in the performance of any of the terms hereof, no notice of
such default or demand of any kind need be served on Lessee or assignee to hold
him or them liable to Lessor. Notwithstanding any assignment or sublease,
Lessee shall remain fully liable and shall not be released from performing any
of the terms of this Lease.
Without otherwise limiting Lessor's right to approve or disapprove any
assignment or subletting, Lessor intends to withhold its consent to any
subletting of the premises or any part thereof if (i) such proposed subletting
be to any person, firm, association, or corporation which shall then be a
tenant or sub-tenant of Lessor or an occupant of any part of the building or
(ii) such proposed subletting is at a rental rate less than the rental rates
than being charged under leases being entered into by Lessor for comparable
space in the shopping center, or (iii) such sub-letting is to an agency of any
federal, state, or local government, or is an employment or personnel agency or
school. Any assignment or subletting of the premises by Lessee without the
consent of Lessor shall be, at the option of Lessor, null and void.
(20) HOLDOVER: It is further covenanted and agreed that if the Lessee,
of any approved assignee or sublessee shall continue to occupy the leased
premises after the termination of this Lease, without prior written consent of
the Lessor, such tenancy shall be Tenancy at Sufferance. Acceptance by the
Lessor of rent after such termination shall not constitute a renewal of this
Lease or a consent to such occupancy nor shall it waive Lessor's right of
re-entry or any other right contained herein.
(21) ABANDONMENT OR VACATING PREMISES: Lessee shall, during the term of
this Lease, occupy the leased premises and shall retain and maintain during
normal business hours the furniture, fixtures, and other personal property of
Lessee on the leased premises under the supervision
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or control of one or more officers or employees of Lessee. In the event of a
default in the payment of rent, accompanied by either (i) a removal without
Lessor's written consent of Lessee's furniture or fixtures, or (ii) a failure
of Officers or employees of Lessee to conduct their normal business activities
on and from the leased premises for a period of five (5) business days, then
such event may, at Lessor's option and without notice to Lessee, be deemed a
default and an abandonment by the Lessee of the leased premises and its
contents entitling Lessor to retake possession of the leased premises and
pursue such remedies as set forth in Paragraph 35 ("Estoppel Letter").
(22) SUBORDINATION: This Lease and all of the rights of the Lessee
hereto are hereby made subject and subordinate at all times to all ground or
underlying leases, including any ground leases entered into by the Lessor as
Lessee and to all mortgages which may now or hereafter affect such leases or
the real property of which the leased 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 Lessor or mortgagee. In
confirmation of such subordination, Lessee shall execute promptly any
certificate that the Lessor may request. Lessee hereby constitutes and appoints
Lessor the Lessee's attorney-in-fact, irrevocably, to execute and deliver such
certificate or certificates for and on behalf of the lessee, provided, however,
that notwithstanding the foregoing, any such Lessor aforesaid or the party
secured by any such mortgagee shall have the right to recognize this Lease and,
in the event of re-entry by such Lessor aforesaid or of the party secured by
such mortgage or the purchaser under any such foreclosure sale, and the Lessee
covenants and agrees that it will, at the written request of any such party,
execute, acknowledge, and deliver any instrument that has for its purpose and
effect the subordination of this Lease to the lien or rights of all ground or
underlying leases and to all mortgages.
(23) INDEMNIFICATION: The Lessor shall not be liable for all
damage or injury to any person or property whether it be the person or property
of the Lessee, the Lessee's employees, agents, guests, invitees, or otherwise by
reason of Lessee's occupancy of the leased premises or because of fire, flood,
windstorm, Acts of God, or for any other reason. The Lessee agrees to indemnify
and save harmless the Lessor from and against any and all loss, damage, claim,
demand, liability, or expense by reason of damage to person or property which
may arise or be claimed to have arisen as a result of the occupancy or use of
said leased premises by the Lessee or by reason thereof or in connection
therewith, or in any way arising on account of any injury or damage caused to
any person or property on or in the leased premises providing, however, that
Lessee shall not indemnify as to the loss or damage due to fault of Lessor.
(24) 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 Lessor, Lessor shall be entitled, in addition to any other remedy that may
be available, to make an administration charge of $25.00.
(25) EVENTS OF DEFAULT AND LESSOR'S REMEDIES: All rights and
remedies of the Lessor 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 Lessee, or any voluntary or involuntary proceeding in any court
or tribunal shall be instituted to declare Lessee insolvent or unable to pay
Lessee's debts, then in any such event Lessor may, if Lessor elects but not
otherwise, and with or without notice of election, and with or without entry or
action by Lessor, forthwith terminate this lease, and, notwithstanding any
other provisions of this lease, Lessor shall forthwith upon such termination be
entitled to recover damages in an amount equal to then present value of the
rent specified in Paragraph 4 of this Lease for the residue of the stated term
hereof.
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(b) If the Lessee defaults in the payment of rent and same is not
cured within ten (10) days or in the prompt and full performance of any
provision of this Lease and same is not cured within thirty (30) days of written
notice thereof, or if the leasehold interest of the Lessee be levied upon under
execution or be attached by process of law, or if the Lessee makes an
assignment for the benefit of creditors, or if a receiver be appointed for any
property of the Lessee, or if the Lessee abandons the leased premises, then and
in any such event the Lessor may, if the lessor so elects but not otherwise,
and with or without notice of such election and with or without any demand
whatsoever, either forthwith terminate this Lease and the Lessee's right to
possession of the leased premises, or without terminating this Lease, forthwith
terminate the Lessee's right to possession of the leased premises, but the
Lessee 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 Lessee's right to possession without
termination of the Lease, the Lessee shall surrender possession and vacate the
leased premises immediately and deliver possession thereof to the Lessor and,
without prejudice to any other remedy which Lessor may have, Lessee does hereby
grant to the Lessor in such event, full and free license to enter into and upon
the leased premises (by picking locks and changing locks if deemed necessary by
Lessor) with or without process of law to repossess the leased premises and to
expel or remove the Lessee and any others who may be occupying or within the
leased 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, and without relinquishing the Lessor's
right to rent or any right given to the Lessor hereunder or by operation of
law. The Lessee expressly waives the service of any demand for the payment of
rent or for possession and the service of any notice of the Lessor's election
to terminate this Lease or to re-enter the lease 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 provision of this Lease by the
lessee shall, of itself, without the service of any notice or demand
whatsoever, permit the exercise by Lessor of any of the remedies provided to
Lessor herein.
(d) If the Lessee abandons the leased premises or otherwise entitles
the Lessor so to elect, and the Lessor elects to terminate the Lessee's right
to possession only, without terminating the Lease, the Lessor may at the
Lessor's option enter into the leased premises, remove the Lessee's signs and
other evidences of tenancy, and take and hold possession thereof as in
Paragraph (c) provided, without such entry and possession terminating the Lease
or releasing the Lessee, in whole or in part, from the Lessee's obligation to
pay the rent hereunder for the full term, and in any such case the Lessee shall
pay forthwith to the Lessor sum equal to the entire amount of the rent
specified in Paragraph 4 of this Lease for the residue of the stated term plus
any other sums then due hereunder. Upon and after entry into possession without
termination of the Lease, the Lessor may, but need not, relet the leased
premises or any part thereof for the account of the Lessee to any person, firm,
or corporation other than the Lessee for such rent, for such time and upon such
terms as the Lessor in the Lessor's sole discretion shall determine and the
lessor shall not be required to accept any tenant offered by the Lessee about
such reletting. In any such case, the Lessor may make repairs, alterations, and
additions in or to the leased premises and redecorate the same to the extent
deemed by the Lessor necessary or desirable and the Lessee shall, upon demand,
pay the cost thereof, together with Lessor's expenses of the reletting. If the
consideration collected by the Lessor upon any such reletting for the Lessee's
account is not sufficient to pay monthly the full amount of the rent reserved
in this Lease, together with the cost of repairs, alterations, additions,
redecorating and the Lessor's expenses, the Lessee shall, pay to the Lessor the
amount of each monthly deficiency upon demand; and if the consideration so
collected from and such reletting is more than sufficient to pay the full
amount of rent reserved herein together with the costs and expenses of the
Lessor, the Lessor, at the end of the stated term of the Lease, shall account
for the surplus to the Lessee.
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(e) The Lessee shall pay upon demand all the Lessor's costs, charges,
and expenses, including the fees of counsel, leasing agents, and obligations
hereunder or incurred by the Lessor in any litigation, negotiation, or
transaction in which the Lessee causes the lessor, without the Lessor's fault,
to become involved or concerned.
(f) Lessee hereby irrevocably appoints Lessor as agent and
attorney-in-fact of Lessee, to enter upon the Leased premises, in the event of
default by Lessee 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 Lessee, and to remove any and all furniture and personal property
whatsoever situated upon the leased premises. Any property of Lessee not removed
from the leased premises after the end of the term, however terminated, and all
property which may be removed from the leased premises by the Lessor pursuant to
the authority of this Lease or of law, and to which the Lessee is or may be
entitled, may be handled, removed, or stored by Lessor at the risk, cost, and
expense of Lessee, and Lessor shall in no event be responsible for the value,
preservation, or safekeeping thereof. Lessee shall pay to Lessor, upon demand,
all expenses incurred in such removal and all storage charges against such
property so long as the same shall be in Lessor's possession or under Lessor's
control. Lessor may place such property in storage for the account of, and at
the expense of Lessee, and if Lessee fails to pay the cost of storing such
property after it has been stored for a period of thirty (30) days or more,
Lessor may sell any or all of such property, at public or private sale, in such
manner and at such times and places as Lessor in its sole discretion may deem
proper, without notice to or demand upon Lessee for the payment of any part of
such charges or the removal of any of such property, and shall apply the
proceeds of such sale first to the cost and expenses of such sale, including
reasonable attorneys' fees; second, to the payment of 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 Lessor from Lessee under any terms hereof; and,
fourth, the balance, if any, to Lessee. The removal and storage of Lessee's
property, as above provided, shall not constitute a waiver of Lessor's lien
thereon.
(g) The Lessor 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 of others concurrently or thereafter.
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(28) INCREASE IN INSURANCE: Lessee shall not do or permit anything to
be done upon, or bring or keep or permit anything to be brought or kept into or
on, the leased premises which shall increase the rate of insurance on the
building or on the property located herein. If by reason of the failure of
Lessee to comply with the terms of this Lease, or by reason of Lessee's
occupancy (even though permitted or contemplated by this lease), the insurance
rate shall at any time be higher than it would otherwise be, the Lessee shall,
at the Lessee's expense, make whatever changes are necessary to comply with the
requirements of the insurance underwriters and governmental authorities having
jurisdiction. Lessee agrees to comply with any requirements or recommendations
made by Lessor's insurance underwriter inspectors.
(29) FLOOR LOAD LIMITS: Lessee shall not place a load upon any floor of
the leased premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Lessor reserves the right to
prescribe the weight and position of all safes, business machines, and
mechanical equipment. Such installations shall be placed and maintained by
Lessee, at Lessee's expense, in settings sufficient, in Lessor's judgement, to
absorb and prevent vibration, noise, and annoyance.
(30) REPRESENTATIONS: Lessee has examined and knows the condition of
the leased premises and has received the same in good order and repair, and no
representations as to the condition or repair or otherwise have been made by
Lessor or the agent or Lessor prior to or at the execution of this Lease that
are not expressed herein.
(31) DEFAULT UNDER OTHER LEASE: If the terms of any lease, other than
this Lease, made by the Lessee for any premises in the building shall be
terminated or terminable after the making of this Lease because of any default
by the Lessee under such other lease, such fact shall enpower the Lessor, at
the Lessor's sole option, to terminate this Lease by notice to the Lessee.
(32) INSURANCE: The Lessee, at Lessee's own cost and expense, shall
obtain or provide and keep in full force for the benefit of the Lessor, during
the term hereof, general public liability insurance, insuring the Lessee
against any and all liability insurance, insuring the Lessee against any and
all liability or claims of liability arising out of, occasioned by or resulting
from any accident or otherwise in or about the leased premises, for injuries to
any person or persons, for limits of not less than $250,000.00 for injuries to
one person and $500,000.00 for injuries to more than one person, in any one
accident or occurrence, and for loss or damage to the property of any person or
persons, for not less than $25,000.00. The policy or policies of insurance
shall be of a company or companies authorized to do business in Florida and
shall be delivered to the Lessor, together with evidence of the payment of the
premiums therefor, not less than fifteen (15) days prior to the commencement of
the term hereof or of the date when the Lessee shall enter into possession,
whichever occurs sooner. At least fifteen (15) days prior to the expiration or
termination date of any policy, the Lessee shall deliver a renewal or
replacement policy with proof of the payment of the premium therefore. The
Lessee also agrees to and shall save, hold and keep harmless and indemnify the
Lessor from and for any and all payments, expenses, costs, attorney fees and
from and for any and all claims and liability for losses or damage to property
or injuries to persons occasioned wholly or in part by or resulting from
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any acts or omissions by the Lessee or the Lessee's agents, employees, guests,
licensees, invitees, subtenants, assignees or successors, or for any cause or
reason whatsoever arising out of or by reason of the occupancy by the lessee
and conduct of the Lessee's business.
(33) PARTIAL INVALIDITY: If any term of provision of this Lease or
the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Lease or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby and such term
and provision of this Lease shall be invalid and be enforced to the fullest
extent permitted by law.
(34) REVISIONS: This Lease shall not be altered, changed, or
amended, except by an instrument in writing signed by both parties hereto.
Lessor may at any time change the name or number of the building, remodel or
alter the same, or the location of any entrance thereto, or any other portion
thereof not occupied by Lessee, and the same shall not constitute a
constructive or actual, total or partial eviction.
(35) ESTOPPEL LETTERS: At any time, and from time to time, upon not
less than fifteen (15) days prior written request by Lessor, Lessee shall
execute, acknowledge, and deliver to the Lessor a statement in writing
certifying whether this Lease is unmodified and in full force and effect (or if
there have been modifications that the same is in full force and effect as
modified) stating the modifications and the dates to which the annual rent and
other charges have been paid and stating whether or not to the best knowledge
of the signer of the certificate, the Lessor is in default in performance of
any other covenants, agreements, or condition contained in this Lease and, if
so, specifying each such default of which the signer may have knowledge. It is
intended that any such statement furnished by Lessee may be relied upon by
Lessor or by any other person or persons having a valid interest therein.
(36) EASEMENTS: It is expressly agreed that the Lessee does not
hereby and shall not by any use hereafter, acquire any right or easement to the
use of any door or passageway in any portion of the building or in any premises
adjoining such building, except the easement of necessity for ingress and
egress, if any, in the doors and passageway directly connecting with leased
premises, provided however, it is expressly agreed that the Lessor shall have
the right to close or obstruct any door or passageway into or from or
connecting with the leased premises and to interfere with the use thereof,
whenever Lessor deems it necessary to effect alterations or repairs thereto
on, in, and about any premises adjoining such doors or passageways. The use of
any door or passageway into or from or connecting with any premises or building
adjoining the building in which the premises hereby leased are situated, may be
regulated, discontinued, or prohibited at any time by the Lessor without notice
to Lessee.
(37) NON-REINSTATEMENT: No receipt of money by the Lessor from the
Lessee after the termination of this lease or after the service of any notice
or after the commencement of any suit or after final judgement for possession
of the leased premises shall reinstate, continue, or extend the term of this
lease or affect any such notice, demand, or suit.
(38) EFFECT OF SUBMISSION: Submission of this instrument for
examination does not constitute a reservation of or option for the premises.
The instrument becomes effective as a lease upon execution and delivery by both
Lessor and Lessee.
(39) LANDLORD-TENANT RELATIONSHIP: Nothing herein contained shall be
deemed or construed by the parties hereto, not by any third party, as creating
the relationship of principle and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent nor any other provision contained herein, nor any
acts of the parties hereto, shall be deemed to create any relationship between
the parties hereto other than the relationship of Lessor and Lessee.
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(40) LESSOR'S RIGHTS CUMULATIVE: The various rights, powers, options,
elections privileges and remedies of the Lessor, whether provided for in the
special clauses or elsewhere in this lease, or whether provided by law or
equity, are cumulative and no one of them shall be construed as being exclusive
or restrictive of any other.
(41) SUCCESSORS AND PERMITTED ASSIGNS: This lease shall bind and inure
to the benefit of the successors, permitted assigns, heirs, executors,
administrators, and legal representatives of the parties hereto.
(42) NON-WAIVER: No waiver of any covenant or condition of this lease
by either party shall be deemed to imply or constitute a further waiver of the
same covenant or condition or any other covenant or condition of this Lease.
(43) CONSTRUCTION OF LANGUAGE: The term "Lease Agreement," or
"Agreement" shall be inclusive of each other, also to include renewals,
extensions, or modifications of the Lease. Words of any gender used in this
Lease shall be held to include any other gender, and words in the singular
shall be held to include the plural and the plural to include the singular when
the sense requires. The paragraph headings and titles are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part hereof.
(44) FORCE MAJEURE: Lessor shall be excused for the period of any delay
in the performance of any obligations, hereunder when prevented from so doing
by cause or causes beyond such party's control which shall include without
limitation, all labor disputes, civil commotion, war, war-like operations,
invasion, rebellion, hostilities, usurped power, sabotage, governmental
regulations or controls, fire or other casualty, inability to obtain any
material, services or financing or through acts of God.
(45) BROKERAGE: Lessee covenants, warrants and represents to lessor
that there was no broker instrumental in consummating this Lease and that no
conversation or prior negotiations were had by Lessee with any broker concerning
the renting of the Demised Premises. Lessee agrees to protect, indemnify, save
and keep harmless against and from all claims, loss cost, damage and expense,
including attorney's fees, arising out of or from any claims for brokerage
commissions or finders fees resulting from any conversation or negotiations had
by Lessee with any broker or any other person.
(46) ENTIRE AGREEMENT: This Lease contains and embodies the entire
agreement of the parties hereto, and no representations, inducements,
agreements, oral or otherwise, between the parties not contained and embodied
herein shall be of any force or effect, and that same may not be modified,
changed, or terminated, in whole or in part, orally or in any other manner than
by an agreement in writing duly signed by all of the parties hereto.
IN WITNESS WHEREOF, Lessee and Lessor have caused this instrument to be
executed as of the date first above written, by their respective officers or
parties thereunto duly authorized.
Witnesses: LESSOR:
PELICAN BAY PROFESSIONAL VILLAGE
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, General Partner
LESSEE:
Transworld Nurses, Inc.
0000 Xx. 00 Xxxxx 000,
Xxxx, Xxx Xxxxxx 00000-0000
By:
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/s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------------ ---------------------------------
Xxxxx X. Xxxxxxx
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