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Exhibit 10(t)
THE MOBILECOMM BUILDING
OFFICE LEASE AGREEMENT
THIS LEASE made and entered into as of this 20th day of August, 1998, by and
between WRE, INC. c/o W. XXXX XXXXXXXX, AGENT, ("Landlord") and JUNIOR LIBRARY
GUILD, a Florida Corporation ("Tenant").
Landlord and Tenant, for and in consideration of the keeping by the parties of
their respective obligations hereinafter contained, as well as for other good
and valuable considerations in hand paid simultaneously with the execution and
delivery of this Lease, receipt whereof is hereby acknowledged, agree as
follows:
1. DEMISED PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the real property, office space, Suite(s) 400, more particularly
described in Exhibit "A" attached hereto ("Premises"), together with use of the
Building common areas shared with other tenants of the Building, with a street
address of 0000 X. Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000 ("Building").
2. LANDLORD'S WORK. Landlord, at Landlord's sole cost and expense, will perform
or cause to be performed in the Premises the following: replace or repair any
stained or missing ceiling tiles ("Landlord's Work"). Tenant otherwise accepts
the Premises in "as is" condition.
3. TENANT'S WORK. Tenant, at its sole cost and expense, shall deliver to
Landlord detailed plans and specifications for any additional alterations and
modifications to the interior of the suite proposed by Tenant ("Tenant's Work").
Tenant shall obtain Landlord's prior written approval of such plans and
specifications prior to commencing any of Tenant's Work, and Landlord agrees
that such written consent shall not unreasonably be withheld. Tenant's Work
shall be completed in a good, first class, and workmanlike manner and in full
accordance with the requirements and regulations of all governmental authorities
having jurisdiction.
4. TERM.
(a) The initial Term of this Lease shall be for a period of six (6) months,
commencing on August 24, 1998, ("Commencement Date") and expiring on February
23, 1999, unless sooner terminated in accordance with the provisions of this
Lease.
(b) Unless sixty (60) days prior written notice is given by one party to
the other this initial Term shall automatically renew for an additional six (6)
month term (the "Renewal Period") at a rate of One Thousand Nine Hundred Twenty
Eight and 33/100 Dollars ($1,928.33) per month plus applicable sales tax.
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(c) Tenant shall have access to the Premises prior to the Lease
term at its sole risk for the purposes of telephone installation and
storage of personalty.
5. RENT AND RENT ADJUSTMENT. Tenant hereby covenants and agrees that it shall
pay to Landlord in advance, without setoff or deduction (except as expressly
permitted hereinafter) and without demand, rental for the use of the Premises
("Rent"), as follows:
(a) Beginning base Rent to be set at Twenty Two Thousand Two Hundred Fifty
and 00/100 Dollars ($22,250.00) per annum plus applicable sales tax, for the
rental use of offices, common areas and based on a rentable area of
approximately 1,780 square feet. Rent shall be due and payable in advance in
monthly installments, starting at occupancy or Lease Commencement, August 24,
1998, whichever is sooner, at One Thousand Eight Hundred Fifty Four and 17/100
Dollars ($1,854.17) per month, (hereinafter referred to as "Base Rent"), plus
applicable sales tax, and due and payable on the first day of each and every
successive calendar month thereafter during the Term.
(b) If neither party serves sixty (60) days prior written notice as
provided for in Paragraph 4(b), Base Rent for the Renewal Period will be One
Thousand Nine Hundred Twenty Eight and 33/100 Dollars ($1,928.33) per month plus
applicable state tax, for the rental use of offices, common areas and based on a
rentable area of approximately 1,780 square feet. Rent shall be due and payable
in advance in monthly installments, and due and payable on the first day of each
and every successive calendar month thereafter during the Term.
(c) Tenant further agrees to pay to Landlord all sales excise, and use
taxes imposed by law on Rent, additional rental, and other charges or services
due from Tenant to Landlord under this lease, said taxes to be remitted together
with Rent, additional rental charges, or services to which they pertain. To the
extent such taxes have been timely paid by Tenant as provided herein, Landlord
agrees that it shall indemnify Tenant from any and all liability arising from
the failure of Landlord to timely remit such taxes to the taxing authority.
(c) Tenant shall pay Rent, in advance, in lawful currency of the United
States of America, to Landlord by delivering or mailing it to the Landlord's
notice address, or to such other address or in such other manner as the Landlord
from time to time specifies to Tenant by written notice to the Tenant. All
rental payments shall be made payable to W. XXXX XXXXXXXX, AS AGENT. If the
Tenant pays by mail, Tenant agrees to mail Rent in advance so that it will
reasonably be received by Landlord on or before the rental due date. In addition
to any other remedies available to Landlord, Tenant shall pay a late charge of
twenty-five dollars ($25.00) per day for each day that Rent shall not be paid
after the fifth (5th) day following the due date, and said late charge shall be
deemed additional Rent.
(d) Tenant shall further pay as an adjustment to the Base Rent hereunder an
amount equal to Tenant's Proportionate Share (the ratio that the rentable area
of the Premises bears to the total rentable area of the Building) of the excess
from time to time of actual Operating Expenses paid by Landlord for any calendar
year over the Operating Expenses paid for the Base Year 1998. Operating Expenses
means all direct and indirect costs and expenses in each calendar year of
operating, maintaining, insuring, managing and owning the Building and the real
property in its immediate proximity, real estate taxes and assessments of the
Building, plus the Building's alloted share from time to time of the Operating
Expenses from the exterior common areas. Operating Expenses shall not
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include the cost of capital improvements, depreciation, interest, lease
commisssions and principal payments on mortgage and other non-operating debts of
Landlord. Operating Expenses shall, however, include the amortization of capital
improvements which are primarily for the purpose of reducing Operating Expenses,
or which are required by governmental authority. For each calendar year after
the base year, Landlord may assess an adjustment by furnishing in reasonable
detail the Operating Expenses or particular expense in excess for the prior
calendar year. Within thirty (30) days following receipt by Tenant of said rent
adjustment, Tenant shall pay its proportionate share of the excess over the base
year Operating Expense amount for the prior calendar year. If this Lease
terminates before the end of a calendar year, payment will be based on the
percentage of the year in which the Tenant occupied the Premises.
6. SECURITY DEPOSIT.
(a) Tenant has deposited with the execution of this Lease agreement One
Thousand Eight Hundred Fifty Four and 00/100 Dollars ($1,854.00) with the
Landlord as security for the full and faithful performance by the Tenant of all
of the terms, covenants and conditions of this Lease upon the Tenant's part to
be performed. Security Deposit shall increase, at the option of Landlord (with
notice to Tenant), in direct proportion to expanded rental space or Base Rent.
(b) Tenant agrees that Security Deposit shall not be regarded as trust
funds and Landlord may commingle said sum with other monies of Landlord and that
Landlord shall be entitled to retain all interest, if any, earned thereon. In
the event of a bona fide sale, subject to this Lease, the Landlord shall
transfer the security deposit to the purchaser for the benefit of the Tenant,
and shall be considered released from all liability for the return of the
security. Tenant agrees to look to the new Landlord solely for the return of
such deposit. Upon Tenant's default under any term or provision of this Lease,
Landlord may apply the same in liquidation of Landlord's damages; and Landlord
shall not thereby waive any right or remedy available to Landlord under this
Lease or by law with respect to such default.
7. ALTERATIONS/IMPROVEMENTS AND KEYS. Except for the Tenant's Work, Tenant
agrees to make no alterations, additions, or improvements to the Premises
without Landlord's prior consent, which consent may be withheld or denied at
Landlord's sole and absolute discretion; and all such additions, alterations,
and improvements shall be at Tenant's sole cost and expense, unless herein
otherwise expressly provided. Notwithstanding the foregoing, Tenant shall have
the right to change and re-key locks, and modify, replace or alter fire and
security alarms at no cost to Landlord. All such additions, alterations, and
improvements, regardless of whether the same are installed prior or subsequent
to the Commencement Date of this Lease shall be and remain the property of
Landlord. Upon the termination of this Lease in any manner whatsoever Landlord,
at its sole option, may require Tenant, at Tenant's expense, to remove any or
all of such additions, alterations, or improvements and restore the Premises to
the same condition as exists at Lease Commencement. Tenant shall return all keys
or the cost thereof, including changing the locks shall be deducted from the
security deposit.
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8. REPAIRS.
(a) Tenant accepts the Premises in an "as-is" condition, as of the date of
this Lease. Landlord shall, at Landlord's sole cost and expense, maintain in
good condition, order, and repair, the Building including common areas, doors
and glass surfaces, the foundation, roof, loading-bearing walls, elevators,
exterior fencing, the plumbing system, heating, air-conditioning, ventilating,
electrical, lighting, and sprinkling equipment, and in the Premises: electrical
devices and lighting fixtures, systems and facilities located in or serving the
Premises; provided, however, Tenant shall reimburse Landlord upon demand for all
maintenance or repairs necessitated by the negligent, intentional, or wrongful
act of Tenant, its agents, employees, or invitees.
(b) If directed by proper authority, Landlord shall provide alterations,
repairs or improvements to the Building necessitated by the American with
Disabilities Act of 1990 (ADA) and any regulations thereunder, including any
similar zoning requirements, ordinances, statues, regulations or building codes,
whether now in effect of hereafter enacted.
(c) Tenant, at Tenant's sole cost and expense, shall maintain in good,
clean and sanitary condition, order, and repair, free from accumulations of
trash or rubbish throughout the Term of this Lease, the Premises including, but
not limited to, all doors, walls, ceilings, floors, carpeting, windows, glass
surfaces, and draperies. If any maintenance required by this Paragraph, Landlord
may perform same on Tenant's behalf, and Tenant shall reimburse Landlord, upon
demand, for all costs and expenses incurred together with interest thereon at
the highest rate permitted by law until paid. Reasonable wear and tear are
excepted from the provisions of this Paragraph.
9. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease, nor sublet the
Premises, or any part thereof nor use the same, or any part hereof, nor permit
the same, or any part stipulated, nor make any alterations herein, and all
additions thereto, without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. Landlord has the right to assign this Lease,
and any such assignment by Landlord shall confer upon assignee all the rights,
powers and obligations that Landlord has hereunder
10. PERSONAL PROPERTY. All personal property placed or moved in the Premises
above described shall be at the risk of Tenant or owner thereof, and Landlord
shall not be liable for any damage to said personal property, or to the Tenant
arising from the bursting or leaking or water pipes, or from any act of
negligence or any co-leases or occupants of the Building or any other person
whomsoever.
11. USE AND COMPLIANCE WITH LAWS.
(a) Tenant hereby covenants and agrees to use all of the Premises for the
purpose of office space, and shall not use the Premises for any other use or
purpose whatsoever without Landlord's prior written consent. Except with respect
to the clean-up of any "Hazardous Materials" existing in, on or about the
Premises prior to the Commencement Date, Tenant shall, throughout the Term of
this Lease, and at no expense whatsoever to the Landlord, promptly execute and
comply with all laws, ordinances, orders, rules,
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regulations, and requirements of all federal, state, county, and municipal
governments, and appropriate departments, commissions, boards, and offices
thereof, including all rules, orders and regulations of the Southeastern
Underwriters Association for the prevention of fires, foreseen and unforeseen,
ordinary as well as extraordinary, and whether or not the same shall presently
be within the contemplation of the parties hereto or shall involve any changes
of governmental policy or require structural or extraordinary repairs,
alterations, or additions and irrespective of the cost thereof, that may be
applicable to Tenant's business operations on the Premises.
(b) Tenant covenants and agrees not to suffer, permit, or maintain other
than "Hazardous Materials" existing on the Premises as of the Commencement Date,
nor to introduce in, on or about any portion of the Premises, any asbestos,
polychlorinated biphenyls, petroleum products or any other hazardous or toxic
materials, wastes and substances which are defined, determined or identified as
such in any federal, state, or local laws, rules or regulations (whether now
existing or hereinafter enacted or promulgated) or any judicial or
administrative orders or judgments or any other materials which may be deemed
hazardous or toxic if infiltrated in high concentrations into the land or ground
water underlying the Premises. Any such asbestos, polychlorinated byphenyls,
substances are herein collectively called "Hazardous Materials".
(c) Tenant further covenants and agrees to indemnify, protect and save
Landlord harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits,
proceedings, costs, disbursements or expenses of any kind or of any nature
whatsoever including without limitation attorneys' and experts' fees and
disbursements which may at any time be imposed upon, incurred by or asserted or
awarded against Landlord and arising from or out of any Hazardous Materials on,
in, under or affecting all or any portion of the Premises, introduced by, or on
behalf of, Tenant including, without limitation, (i) the costs of removal of any
and all Hazardous Materials from all or any portion of the Premises, (ii)
additional costs required to take necessary precautions to protect against the
release of Hazardous Materials on, in, under or affecting the Premises, into the
air, any body of water, any other public domain or any surrounding areas, and
(iii) any costs incurred to comply, in applicable laws, orders, judgments and
regulations with respect to Hazardous Materials.
12. CASUALTY. The term "casualty" means fire, hurricane, flood, tornado, rain,
wind, sinkhole, or other act of God, riot, civil commotion, or other acts of a
public enemy; and theft, vandalism, or any other criminal or tortuous acts of
third parties. In the event the Premises shall be destroyed or damaged by fire
or other casualty during the Term of this lease so as to be untenantable, the
following options shall be available:
(a) If the Premises can be repaired within fourteen (14) days after the
casualty, then Landlord shall restore the Premises (exclusive of Tenant's Work,
Tenant's fixtures, equipment, signs, tenant improvements, and any items
installed in or affixed to the Premises) by repairs or reconstruction at
Landlord's expense, in which event Rent shall continue.
(b) If the Premises can not be repaired within fourteen (14) days after the
casualty, Tenant or Landlord may elect to cancel this Lease as of the time of
the casualty by notice to
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the other within three (3) days of the casualty. If there is no notice, Tenant
shall be relieved from Rent accruing until the Premises are tenantable, and the
Lease will remain in effect.
13. UTILITIES AND EXPENSES. Tenant hereby covenants to pay, discharge, defend,
indemnify, and hold Landlord harmless of and from the following costs, expenses,
and obligations as the same become due:
(a) All required telephone service, pest control services, janitorial
service and trash removal service;
(b) Utilities including electricity, in excess of that normally furnished
to other tenants and to the Premises during the Term of this Lease. Tenant shall
pay ten dollars ($10.00) per hour as additional rent for the use of extra air
conditioning (HVAC) hours beyond the normal business/operating hours for the
Building.
(c) All charges for labor, services, and materials used in connection with
any improvements or repairs to the Premises which are undertaken by Tenant.
(d) All sales and excise taxes imposed by law on the Rent, additional
rental, and other charges and services due to Landlord from Tenant hereunder.
(e) All ad valorem taxes assessed, imposed, or levied by law upon or
against all fixtures and personal property of regardless of whether such taxes
are extraordinary or ordinary or foreseen or unforeseen, prior to the time the
same become delinquent. Notwithstanding the foregoing, it is understood that
Tenant shall have no obligation to pay for any ad valorem real estate taxes or
assessments assessed, imposed or levied upon or against the Premises.
(f) Upon Tenant's default in payment or performance of any cost, expense,
or obligation imposed upon Tenant by the terms of this Lease or by law,
Landlord, upon fifteen (15) days prior written notice to Tenant of such default,
may pay, perform and discharge the same, together with all interest and
penalties thereon, without prejudice to Landlord's rights and remedies as
reserved herein or provided by law, and the same, together with interest thereon
at the rate of eighteen percent (18%) per annum until paid, shall be due and
payable to Landlord upon demand. All expenses Landlord incurs because of
Tenant's default under any of the terms or conditions of this Lease, including
attorney's fees, shall be deemed additional rental; and Landlord shall have all
rights and remedies with respect to such additional rental provided herein for
nonpayment of Rent.
14. LIENS PROHIBITED. Tenant shall not permit any liens to attach to any
interest in the Premises for labor, services, or materials furnished thereto
pursuant to a contract with Tenant; and, in the event such liens do attach,
Tenant shall cause the same to be canceled and discharged of record, by bond or
otherwise, within thirty (30) days after the filing date of such lien, and shall
also defend and pay damages and attorney fees, if any, on behalf of the other,
for any action, suit or proceeding which may by brought thereon for the
enforcement of such lien. Upon the failure by Tenant to do so, Landlord may,
after expiration of said thirty (30) day period, transfer such lien to a bond
posted by Landlord pursuant to the provision of Chapter 713, Florida Statutes,
and recover from Tenant all costs of such bond. Landlord hereby notifies all
persons and entities that any liens claimed by any party as the result of
improving the Premises pursuant to a contract with Tenant, or with any person
other than Landlord, shall extent to, and only to, the right, title and interest
in and to the Premises, if any, of the person contracting for such improvements.
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This paragraph shall be construed so as to prohibit, in accordance with the
provision of Chapter 713, Florida Statutes, the interest of Landlord in the
Premises being subject to any lien for any improvements made by Tenant or any
other person on the Premises.
15. DEFAULT. As used in the provisions of this Lease, each of the following
events shall constitute, and is hereinafter referred to as, an "Event of
Default":
(a) If the Tenant fails, (i) to pay Rent or any other sum which it is
obligated to pay to Landlord or to any third party pursuant to any provisions of
this Lease, within three (3) days after the same is due, or (ii) to perform any
of its other obligations under the provisions of this Lease within ten (10) days
after the Landlord gives written notice of such default, (or, if the default is
one that requires more than ten (10) days to correct, Tenant shall have a
reasonable time to correct it if Tenant diligently prosecutes such correction to
completion); or
(b) If the Tenant, (i) applies for or consents to the appointment of a
receiver, trustee or liquidator of the Tenant or of all or a substantial part of
its assets, (ii) files a voluntary petition in bankruptcy or admits in writing
its inability to pay its debts as they come due, (iii) makes an assignment for
the benefit of its creditors, (iv) files a petition or an answer seeking a
reorganization or any arrangement with creditors, or seeks to take advantage of
any insolvency law, (v) performs any other act of bankruptcy, or (vi) files an
answer admitting the material allegations of a petition filed against the Tenant
in any bankruptcy, reorganization or insolvency proceeding; or
(c) If (i) an order, judgment or decree is entered by any court or
competent jurisdiction adjudicating the Tenant a bankrupt or an insolvent,
approving a petition seeking such a reorganization, or appointing a receiver,
trustee or liquidator of the Tenant or of all or a substantial part of its
assets, and such action is not canceled, dissolved or discharged within sixty
(60) consecutive days, or (ii) there otherwise commences as to the Tenant or any
of its assets proceeding under any bankruptcy, reorganization, arrangement,
insolvency, readjustment, receivership or similar law, and it such order,
judgment, decree or proceeding continues unstayed for more than sixty (60)
consecutive days after any stay thereof expires; or
(d) If Tenant fails to continuously occupy the Premises or conduct business
operations thereon for a period of more than thirty (30) days for any reason
(other than for a financial reason) beyond Tenant's control.
16. LANDLORD'S REMEDIES. Upon an Event of Default, Landlord may exercise any one
or all of the following options:
(a) Terminate Tenant's right to possession under this Lease and re-enter
and take possession of the Premises and relet or attempt to relet the Premises
on behalf of Tenant, at any such rent and under such terms and conditions as
Landlord may best obtain under the circumstances for the purpose of reducing
Tenant's liability; and Landlord shall not be deemed to have thereby accepted a
surrender of the Premises, and Tenant shall remain liable for all Rent and
additional rental due under this Lease and for all damages suffered by Landlord
because of Tenant's breach of any of the covenants of this Lease, including
brokerage commissions, and expenses to prepare the Premises for a new tenant. At
any time during such repossession or reletting, Landlord may, by delivering
written notice to
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Tenant, elect to exercise its option under the following subparagraph to accept
a surrender of the Premises, terminate and cancel this Lease, and retake
possession and occupancy of the Premises on behalf of Landlord. Nothing
contained in this subparagraph shall be construed as imposing any enforceable
duty upon Landlord to relet the Premises or otherwise mitigate or minimize
Landlord's damages by virtue of Tenant's default.
(b) Declare this Lease to be terminated, and re-enter upon and take
possession of the Premises without notice to Tenant, whereupon the Term hereby
granted and all right, title and interest of Tenant in the Premises shall
terminate. Such termination shall be without prejudice to Landlord's right to
collect from Tenant any Rent or additional rental that has accrued prior to such
termination, together with all damages suffered by Landlord because of Tenant's
breach of any covenant contained in this Lease.
(c) Declare the entire remaining unpaid Rent for the Term of this Lease
then in effect to be immediately due and payable, and, at Landlord's option,
take immediate action to recover and collect the same by any available
procedure.
(d) Pursue any combination of such remedies and/or any other right or
remedy available to the Landlord on account of such Event of Default under this
Lease and/or at law or in equity. The remedies provided in this paragraph shall
be cumulative to those provided elsewhere herein or by law.
17. TENANT'S BANKRUPTCY. In addition to Landlord's remedies under Paragraph 16,
above, in the event Landlord is unable to terminate this Lease in accordance
with Paragraph 16 (b) above because such termination is not allowed under the
Bankruptcy Code (hereinafter defined), upon the filing of a petition by or
against Tenant under the Bankruptcy Code, Tenant, as debtor and as debtor in
possession, and any trustee who may be appointed, agree:
(a) to perform promptly every obligation of Tenant under this Lease until
this Lease is either rejected or assumed by order of a United States Bankruptcy
Court or other United States Court of competent jurisdiction; or deemed rejected
by operation of Law, pursuant to 11 U.S.C. Statute 365 (c) (4);
(b) to pay monthly in advance on the first day of each month as reasonable
Compensation for use and occupancy of the Premises an amount equal to the
greater of the monthly installment of the Base Annual Rental or Rent and all
additional rent;
(c) to reject or assume this Lease within sixty (60) days of the filing of
such petition under Chapter 7 of the Bankruptcy Code or within thirty (30) days
of the filing of a petition under any other Chapter;
(d) to give Landlord at least forty-five (45) days prior written notice of
any proceeding relating to any assumption of this Lease;
(e) to give Landlord at least thirty (30) days prior written notice of any
abandonment of the Premises, any such abandonment to be deemed conclusively a
rejection of this Lease;
(f) to be deemed conclusively to have rejected this Lease in the event of
the failure to comply with any of the above;
(g) to have consented to the entry of an order by an appropriate United
States Bankruptcy Court providing all of the above, waiving notice and hearing
of the entry of same; and
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Notwithstanding anything in this Lease to the contrary, all amounts payable
by Tenant to or on behalf of Landlord hereunder, whether or not expressly
denominated as Rent, shall constitute "rent" for the purposes of Section
520(b)(7) of the Bankruptcy Code, including, without limitation, reasonable
attorneys' fees incurred by Landlord by reason of Tenant's bankruptcy. Nothing
contained in this Paragraph shall be deemed in any manner to limit Landlord's
rights and remedies under the Bankruptcy Code, as presently existing or as may
hereafter be amended. In the event that the Bankruptcy Code is interpreted or
amended during the tern of this Lease to so permit, or is superseded by an act
of an Event of Default under this Lease:
(a) if tenant is adjudicated insolvent by the United States Bankruptcy
Code, or
(b) if a petition is filed by or against Tenant under the Bankruptcy Code
and such petition is not vacated within thirty (30) days. In either of such
events, this Lease and all rights of Tenant hereunder shall automatically
terminate with the same force and effect as is the date of either such event
were the date stated herein for the expiration of the Term, and Tenant shall
vacate and surrender the Premises, but shall remain liable as herein provided.
Landlord reserves any and all rights and remedies provided herein or at law.
Tenant's "bankruptcy" means, (i) the application by Tenant or any guarantor
of Tenant or its or their consent to the appointment as a receiver, trustee or
liquidator of Tenant or any guarantor of Tenant or a substantial part of its or
their assets, (ii) the filing of a voluntary petition in bankruptcy or the
admissions in writing by Tenant or any guarantor of Tenant of its inability to
pay its debts as they become due, (iii) the making by Tenant or any guarantor of
Tenant of an assignment for the benefit of its creditors, (iv) the filing of a
petition or an answer seeking a reorganization or any arrangement with its
creditors or an attempt to take advantage of any insolvency law, (v) the filing
of an answer admitting the material allegations of a petition filed against
Tenant or any insolvency allegations of a petition filed against Tenant or any
guarantor of Tenant in any bankruptcy, reorganization or insolvency proceeding,
(vi) the entering of an order, judgment or decree by any court of competent
jurisdiction adjudicating Tenant or any guarantor of Tenant a bankrupt or an
insolvent, approving a petition seeking such a reorganization, or appointing a
receiver, trustee or liquidator of Tenant or any guarantor of Tenant or of all
or a substantial part of its or their assets, or (vii) the commencing of any
proceeding under any bankruptcy, reorganization, arrangement, insolvency,
readjustment, receivership or similar law, and the continuation of such order,
judgment, decree of proceeding unstayed for any period of sixty (60) consecutive
days after the expiration of any stay thereof. Neither Tenant's interest in this
Lease, nor any estate created hereby in Tenant nor any receiver or assignee for
the benefit or creditors or otherwise by operation of law except as may
specifically be provided by the Bankruptcy Code, Title 11 U.S.C. (the
"Bankruptcy Code").
18. SECURITY INTEREST. Tenant hereby grants Landlord a security interest all
equipment, trade fixtures, personal property and improvements installed in,
affixed to, or kept on the Premises as security for Tenant's full and complete
performance of tenant's obligations hereunder. Upon Tenant's default in any
obligation hereunder, Tenant hereby
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expressly agrees that Landlord may exercise, with respect to such trade
fixtures, equipment, and improvements, and all rights Landlord may have at the
time of such default as a secured party under Chapter 670, Florida Statutes. If
Tenant is not in default under the terms hereof, all trade fixtures and
equipment owned by the Tenant, may be removed by Tenant at any time during the
term, or upon the expiration thereof. Tenant agrees to repair any damages to the
Building occasioned by the removing of such trade fixtures.
19. COSTS OF ENFORCEMENT. In the event that Landlord shall bring an action to
recover any sum due hereunder or for any breach hereunder and shall obtain a
judgment in its favor, Landlord shall be entitled to recover all costs and
expenses incurred, including reasonable attorneys' fees through all proceedings,
trials and appeals.
20. ENTRY. Tenant agrees to permit Landlord and Landlord's agents entry to the
Premises:
(a) At any time during the Term of this Lease upon reasonable notice to
Tenant and at times reasonably convenient to Tenant for the purpose of:
inspecting the Premises; preventing waste thereto; making such repairs or
performing such maintenance as contemplated by Paragraph 8; showing the Premises
to prospective tenants; or discharging any duty imposed upon Landlord by this
Lease or bylaw.
(b) Within thirty (30) days prior to the termination of this Lease, upon
reasonable notice, and at times reasonably convenient to Tenant, for the purpose
of showing the Premises to prospective tenants, provided such entry does not
unreasonably disturb or interrupt Tenant's business operations.
21. LIABILITY. Tenant hereby agrees that Landlord shall not be liable to Tenant
for any damages or injuries to the property of Tenant or to the persons or
property of Tenant's officers, agents, employees, or invitees, or any other
person, occasioned by or due to alleged or real defects in the Premises, and
Tenant agrees that it will hold Landlord harmless against any liability arising
out of, any injury to or death of any person or damage to any person or damage
to any property, occurring anywhere upon the Premises, other than injuries to or
death of any person or damage to any property proximately caused by negligent or
intend tortuous act or omission of the Landlord or its agents, officers,
employees or invitees. Without limitation of the generality of the foregoing,
Tenant agrees that at its own cost and expense, Tenant will procure and maintain
in force throughout the Term of this Lease, for the benefit of Tenant, and which
shows Landlord and Landlord's mortgagees as additional insured, as their
respective interests shall appear, a policy or policies of public liability
insurance, in form and coverage satisfactory to Landlord, written by an
insurance company authorized to engage in the business of general liability
insurance in the State of Florida (if required by law), with a Best's rating of
A or better, protecting Landlord, Landlord's mortgagee and Tenant against any
and all claims for injury to persons or property occurring in, upon, or about
the Premises, and each and every part thereof. Such public liability policy or
policies shall have a combined single limit for personal injury and property
damage of not less than One Million Dollars
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($1,000,000.00) with respect to injuries, death, or damagers in any one
occurrence. Tenant shall promptly pay when due and all insurance premiums in
connection with any policy or policies of insurance and shall deliver
appropriate a certificate of such insurance to Landlord. Should Tenant fail to
furnish evidence of such insurance as provided for in this Lease, Landlord may,
in addition to exercising any of its other rights because of Tenant's default,
obtain such insurance and the premiums of such insurance shall be deemed to be
additional rental to be paid to Landlord by Tenant on demand, together with
interest thereon at the rate of eighteen percent (18%) per annum. All such
policies shall require thirty (30) days written notice to Landlord prior to any
cancellation or modification thereof.
22. NOTICES. Any notice or demand required under this Lease or by law shall be
in writing and shall be delivered by hand or deemed to have been delivered when
mailed either by overnight courier delivery service or by registered or
certified mail, return receipt requested, and addressed to:
Landlord: W. Xxxx Xxxxxxxx, Agent
000 Xxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000; and
Tenant: Junior Library Guild
0000 X. Xxxx Xxxxx Xxx., Xxx. 000
Xxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxx
23. CONDEMNATION. If the whole or any portion of the Premises is condemned for
any public use or purpose by any legally constituted authority with the result
that the same are no longer reasonably suitable for Tenant's continued use
thereof, then Tenant shall have the option of canceling this Lease, and Rent
shall be accounted for between Landlord and Tenant as of this date of taking. In
the event of such cancellation, Landlord shall be entitled to all compensation
to be paid by condemning authority, except that Tenant may pursue any claim
Tenant may have for business interruption or moving expenses. Tenant agrees to
execute such instruments of assignments as may be reasonably required by
Landlord in any proceedings for the recovery of such damages if requested by
Landlord, and to turn to Landlord any damages that may be recovered in such
proceedings.
24. SURRENDER/HOLDING OVER. Upon the expiration or earlier termination of this
Lease, Tenant shall surrender the Premises to Landlord in good order and
condition, except for ordinary wear and tear and except for the results of any
taking or damage or destruction not caused by Tenant. Tenant shall remove from
the Premises on or prior to such expiration or earlier termination all of its
property (including signage) situated thereon and shall repair any damage caused
by such removal. Property not so removed shall become the property of Landlord
and Landlord may assess a fee for its removal or disposal. If Tenant holds over
without the Landlord's written consent after the expiration or other termination
of this Lease, or if Tenant continues to occupy the Premises after termination
of Tenant's right of possession pursuant to any provision of this Lease, Tenant
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shall throughout the entire holdover period pay rent equal to twice the Base
Rent and additional Base Rent which would have been applicable had the Term of
this Lease continued through the period of such holding over by Tenant. Landlord
and Tenant maintain the right to terminate this month to month tenancy with
thirty (30) days written notification to the other party. No possession by
Tenant after the expiration of the Term of this Lease shall be construed to
extend the Term of this Lease unless Landlord has consented to such possession
in writing.
25. ESTOPPELL CERTIFICATE. Either party shall, without charge, at any reasonable
time and from time to time hereafter, within ten (10) days after written request
of the other, certify by written instrument, duly executed and acknowledged, for
any mortgages or purchaser, or proposed mortgagee or proposed purchaser, or any
other person specified in such request:
(a) that this Lease is unmodified and in full force and effect, or if there
has been any modification, that the same is in full force and effect as so
modified, and identifying any such modifications;
(b) whether or not there are any existing defaults with respect to the
terms of this Lease known by the party executing said instrument with respect to
the other party, and if any such defaults are known, specifying the same and
part of such other party;
(c) the dates through which Rent and all other charges hereunder have been
paid;
(d) the commencement and expiration dates of the term of this Lease; and,
(e) as to any other matter as may reasonably be so requested. Any such
certificate may be relied upon by the party requesting it and any other person
to whom the same may be exhibited or delivered and the contents of such
certificate shall be binding on the party executing same. Tenant agrees to
subordinate this Lease upon request of Landlord without charge or delay.
26. RADON. Pursuant to Section 404.056, Florida Statutes (1990), notification is
hereby given to Tenant as follows:
"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 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."
27. TIME. It is understood and agreed between the parties hereto that time is of
the essence of during the term of this contract/Lease.
28. BROKERAGE. Tenant acknowledges that Lincoln Property Company of Florida,
Inc. ("Landlord's Agent") represents the Landlord and Binswanger ("Tenant's
Agent") represents the Tenant with regard to this Lease agreement and a real
estate commission will be paid by Landlord pursuant to the terms and conditions
of a listing agreement between Landlord and Landlord's Agent. Except as
indicated above, Tenant warrants that it is not represented by a broker, and
accordingly, has no expectation that a commission be
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paid on its behalf. In such event, Tenant agrees to indemify Landlord from all
claims from a third party broker.
29. RIGHTS. The rights of the Landlord under the foregoing shall be cumulative,
and failure on the part of the Landlord to exercise promptly any rights given
hereunder shall not operate to forfeit any of the said rights.
30. COMPLIANCE. Tenant shall comply with all governmental rules, codes, and
regulations governing the construction, maintenance and location of signs, and
shall promptly remove all of its signs upon termination of this Lease to the
satisfaction of Landlord and at no cost to Landlord.
31. EXTENSION/RELOCATION. Tenant and Landlord agree to enter into good faith
negotiations to extend the Term of this Lease at least sixty (60) days prior to
the expiration of the Term. Tenant and Landlord further agree that Landlord may
move Tenant into comparable space, as determined in the sole discretion of
Landlord, as a right to relocate Tenant upon thirty (30) days notice. At
Tenant's option, Tenant may terminate this lease upon receipt of Landlord's
notice of its intent to relocate Tenant by providing Landlord with thirty (30)
days written notice of its intent to terminate. Landlord and tenant agree to
equally split the costs involved in any relocation within the building during
the initial term.
32 CONFIDENTIALITY. All terms of this lease, most specifically Paragraph 5: Rent
and Rent Adjustment, shall remain in confidence between Tenant and Landlord.
33. TOTALITY. Except for "Building Rules and Regulations" which Landlord may
issue from time to time to be made part of this Lease, this Lease may not be
amended, modified, or terminated, nor may any obligation hereunder be waived
orally, and no such amendment, modification, termination, or waiver shall be
effective for any purpose unless it is in writing, signed by the party against
whom enforcement thereof is sought. It is, however, expressly stated that Tenant
and any invitees shall not smoke in the Building. Tenant and its employees and
agents further shall not park in areas reserved for others or designated for
customer parking on the ground floor closest to the Building.
34. SEVERABILITY. If any provision of this Lease or any application thereof
shall be invalid or unenforceable, the remainder of this Lease and any other
applications of such provision shall not be affected thereby. This Lease and any
provision thereof cannot be recorded unless Landlord so chooses.
35. SUCCESSORS. This Lease shall be binding upon and insure to the benefit of,
and be enforceable by, the respective successors and assigns of the parties
hereto.
36. GOVERNANCE. This Lease shall be governed by, and construed in accordance
with, the laws of the State of Florida.
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37. PARTIES. Landlord and Tenant shall not be considered or deemed to be joint
venturers or partners, and neither shall have the power to bind or obligate the
other as set forth herein.
38. TERMS. All terms used in this Lease, regardless of the number or gender in
which they are used, shall be deemed and construed to include any other number,
singular or plural, and by other gender, masculine, feminine or neuter, as the
context or sense of this Lease or any section, subsection or clause herein may
require as if such terms had been fully and property written in such number or
gender.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
instrument for the purpose herein expressed, the day and year above written.
SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:
TENANT:
JUNIOR LIBRARY GUILD
/s/ illegible /s/ Xxxxxxx X. Xxxx Co-Chairman
--------------------------------- -----------------------------------
Witness Name: Xxxxxxx X. Xxxx
Its: Co-Chairman
/s/ illegible
---------------------------------
Witness
LANDLORD:
--------------------------------- ---------------------------------
Witness W. Xxxx Xxxxxxxx, Agent
---------------------------------
Witness
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THE 1915 XXXXX XXXX XXXXX XXXXXXXX
XXXXX XXXX - XXXXXX XXXXX
[MAP FLOOR PLAN]
