Exhibit 10.3
OFFICE/WAREHOUSE LEASE AGREEMENT
The lease made and entered into at Broward County, Florida, the 15th day of
November, 1998, by and between
XXXXXX X. XXXXXXXXX, TRUSTEE
hereinafter called "LESSOR" and
GINSITE MATERIALS, INC.
hereinafter called "LESSEE", the terms "LESSOR" and "LESSEE" being intended to
include the permitted successors and permitted assigns of the original parties
and the heirs, legal representatives, permitted successors and permitted assigns
of the respective persons who from time to time are Lessor and Lessee, Wherever
the context of this Lease so requires or admits.
W I T N E S S E T H
That the Lessor, for and in consideration of the rents herein reserved to
be paid by the Lessee, for and in consideration of the Covenants to be kept and
performed by the Lessee, does hereby lease, let the demise unto the Lessee, the
following warehouse unit/or units situated in Broward County, Florida,
consisting of a total of approximately 12,670 square feet located at and
described as follows:
Address: 0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
The parties hereby stipulate for purposes of all calculations hereunder,
that the gross leasable area of the premises is 12,670 square feet, regardless
of the actual area.
1. ACCEPTANCE OF DEMISE BY LESSEE: The Lessee, in consideration of the demise
of said property by the Lessor, and for the further considerations herein set
out, has rented, leased and hired, and does hereby rent, lease and hire the said
property from the Lessor, on the terms and conditions hereinafter stated.
2. DURATION OF TERM:
A. The Primary Term and duration of the Lease shall be for a period of 10
years, 0 months, commencing the 15th day of November, 1997.
B. Provided the Lessee has not defaulted under the terms of this Lease,
the Lessee shall have the right, privilege and option of extending this Lease
for an additional period of 2 x 5 years (hereinafter referred to as Secondary
Term) commencing upon the termination date of the Primary Term set forth above.
The Lessee shall exercise its option for the Secondary term of this Lease by
delivering written notice to the Lessor at least 180 days prior to, and nor more
than 210 days prior to, the expiration of the Primary Term by Certified Mail./
3. AMOUNT OF RENT AND MANNER OF PAYMENT:
A. The Lessee shall pay unto the Lessor the minimum rent for the Primary
Term of this Lease the total rental in the sum of See Below Dollars, said sum to
be paid monthly in advance as follows:
From 11/15/97 through 1/14/98 - $20,000.00 + applicable Florida Sales &
Use Tax From 1/15/98 through 11/14/98 - $10,558.33 + applicable Florida
Sales & Use Tax Commencing 11/15/98 and annually thereafter, the rent
shall increase 5% per annum.
B. In the event the commencement date is adjusted by reason of
construction, rent shall be paid and pro rated to the first day of the following
month in order that rent shall always be paid monthly in advance.
C. In addition to the payments of minimum rent to the Lessor, the Lessee
shall also pay the following, as and for, and hereby defined as "additional
rent":
(1) REAL ESTATE TAXES: Lessee agrees to pay its proportionate share
of the real estate taxes during the term of this Lease and any renewal or
extension thereof, including any period during which Lessee shall transact
business in the Demised Premises prior to the commencement of the term of this
Lease. For the purposes of this Article, the term "Real Estate Taxes" shall
include all real estate taxes, assessments, water and sewer charges, betterment
assessments, sales and/or rent taxes, special assessments, other governmental
impositions and charges of every kind and nature whatsoever, extraordinary as
well as ordinary, foreseen and unforeseen and each and every installment thereof
which shall or may, during the Lease term, be levied, assessed, imposed, become
due and payable, or liens upon or arising in connection with the use, occupancy
or possession of or grow due or payable out of, or for, the XXXXXX X. XXXXXXXXX,
TRUSTEE or any part thereof, and all costs incurred by Lessor in contesting,
litigating or negotiating the same with the governmental authority. Lessee's
proportionate share shall be computed by multiplying the total amount of the
real estate taxes each year by a fraction, the numerator of which shall be the
gross leasable areas of the Demised Premises and the denominator of which is the
gross leasable area of all building or portion thereof (including the Demised
Premises) occupied by Lessee in the XXXXXX X. XXXXXXXXX, TRUSTEE determined as
of the Commencement Date of the Lease and thereafter as of the beginning of the
calendar year in which such taxes are paid. Lessee hereby waives any right it
may have by statute or otherwise to protect real estate taxes to any public
taxing authority. Nothing herein contained shall be construed to include as a
tax which shall be the basis of real estate taxes, any inheritance, estate,
succession, transfer, gift, franchise, corporation, income or profit tax or
capital levy that is or may be imposed upon Lessor; provided, however, that if
any time after the date hereof, the methods of taxation shall be altered so that
in lieu of or as a substitute for the whole or any part of the taxes now levied,
assessed or imposed (a) a tax on the rents receive3d from such real estate, or
(b) a license fee measured by the rents receivable by Lessor which is otherwise
measured by or based in whole or in part upon the XXXXXX X. XXXXXXXXX, TRUSTEE
or any portion thereof, or (c) an income or franchise tax, then the same shall
be included in the computation of real estate taxes hereunder, computed as if
the amount of such tax or fee so payable were that due if the XXXXXX X.
XXXXXXXXX, TRUSTEE were the only property of Lessor subject thereto.
(A) Lessee agrees to pay to the Lessor the sum of $11,694.97
Dollars per annum payable in monthly installments of $974.58 on the first day of
each calendar month as its estimated payment of Real Estate taxes until the
XXXXXX X. XXXXXXXXX, TRUSTEE is assessed as substantially completed. For each
year thereafter Lessee shall pay Lessor monthly one-twelfth (1/12) of the amount
of Lessee's proportionate tax liability based on the actual taxes for the
preceding calendar year. Lessor shall notify Lessee in writing of the actual
amount due by Lessee for the preceding calendar year when determined. Any amount
paid by Lessee which exceeds the true amount due shall be credits on the next
succeeding payment due pursuant to this Section. If the Lessee has paid less
than the true amount due, Lessee shall pay the difference within ten (10) days
of receipt of notice from Lessor. If the term of this Lease shall begin or end
other than on the first or last day of a calendar year, these charges shall be
billed and adjusted on the basis of such fraction of a calendar year. Should the
taxing authorities include in such real estate taxes, machinery, equipment,
fixtures, inventory or other personal property or assets of the Lessee, then
Lessee shall also pay its proportionate share of the entire real estate taxes
for such items.
(B) Lessee shall pay to Lessor, together with each installment of
Rent, all sales or rent taxes from time to time imposed in connection with rents
paid by Lessee under this Lease.
2) COMMON AREAS:
(A) Lessor shall make available within or adjacent to the XXXXXX
X. XXXXXXXXX, TRUSTEE such Common Areas, together with any Common Areas made
available by means of cross easements and/or reciprocal construction, operating
and easement agreements, as Lessor shall from time to time, deem to be
appropriate for the XXXXXX X. XXXXXXXXX, TRUSTEE and Lessor shall operate and
maintain such Common Areas for their intended purpose. Lessee shall have the
non-exclusive right during the term of this Lease to use (for their intended
purposes) the Common Areas for itself, its employees, agents, customers,
invitees, licensees and concessionaires subject, however, to the provisions of
this Article.
(B) All Common Areas shall be subject to the exclusive control
and management of Lessor, and Lessor shall have the right, at any time and from
time to time, to establish, modify, amend and enforce uniform rules and
regulations with respect to the common Areas and the use thereof. Lessee agrees
to abide by and conform with such rules and regulations upon notice thereof, to
cause its concessionaires, invitees and licensees and its and their employees
and agents, to abide and conform. Lessor shall have the right (a) to close, if
necessary, all or any portion of the Common Areas to such extent as may in the
opinion of Lessor's counsel be reasonably necessary to prevent a dedication or
public taking thereof or the accrual of any rights of any person or of the
public therein, (b) to close temporarily all or any portion of the Common Areas
to discourage non- customers' use, (c) to use portions of the Common Areas while
engaged in making additional improvements or repairs or alterations to the
XXXXXX X. XXXXXXXXX, TRUSTEE, (d) to transfer, in whole or in part, any of
Lessor's rights and/or obligations under this Article, to any other Lessee(s)
sub-lessee(s) or other occupant(s) of the XXXXXX X. XXXXXXXXX, TRUSTEE or to
such other party(ies) or designee(s) as lessor may from time to time determine,
and (e) to do and perform such other acts (whether similar or dissimilar to the
foregoing) in, to and with respect to, the Common Areas as in the use of good
business judgment Lessor shall determine to be appropriate for the XXXXXX X.
XXXXXXXXX, TRUSTEE, lessee agrees to cause its officers, employees, agents,
licensees and any concessionaires to park their respective automobiles, trucks
and other vehicles only in such parking places in the Common Areas designated by
the Lessor from time to time as the employee parking area. Lessee further
agrees, upon request, to furnish to Lessor the motor vehicle license numbers
assigned to the vehicles of Lessee and any concessionaire, their respective
officers, agents, employees and licensees, Lessor, after notice to Lessee that
Lessee or any of its officers, employees, agents, licensees, or concessionaires,
are not parking in said employee parking area, may at its option, in addition to
any other remedies it may have, tow away any such vehicle at Lessee's expense
and/or impose a parking fine of $10.00 for each vehicle for each day or portion
thereof that such violation(s) continues after five (5) days notice to Lessee.
Lessee shall not at any time interfere with the rights of Lessor and other
tenants, their officers, employees, agents, licensees, customers, invitees and
concessionaires, to use any part of the parking areas and other Common Areas.
(C) In consideration of Lessor's agreement to operate and
maintain the Common Areas, Lessee covenants and agrees to pay Lessee's Pro Rata
Share of the Common Area Costs (as such terms are defined below) for each Lease
Fiscal Year. Lessor shall notify Lessee from time to time of the amount which
Lessor estimates will be the amount of the Common Area Costs for such Lease
Fiscal Year and Lessee shall pay to Lessor Lessee's Pro Rata Share of such
amount in equal monthly installments in advance, on or before the first day of
each month. Lessor shall submit to Lessee annually a statement showing the
Common Area Costs to be paid by Lessee with respect to such year, the amount
heretofore paid by lessee during such Lease Fiscal and the amount of the
resulting balance due thereon, or overpayment thereof, as the case may be.
Appropriate adjustment shall thereupon be made between the parties, on demand,
on the basis of such statement. Each statement shall be binding upon Lessee, its
successors and assigns, as to the matters set forth therein, if no objection is
raised with respect thereto within thirty (30) days after submission of each
statement to Lessee. Lessee shall have the right, at Lessee's expense, to
examine Lessor's books and records at the office of Lessor during ordinary
business hours not more than once in each Lease Fiscal year for the purpose of
verifying the matters set forth in the statement for immediately preceding Lease
Fiscal Year. (1) "Common Area Costs" shall mean the total costs and expenses
incurred by Lessor, its agents and/or designees for operating, maintaining,
repairing and/or replacing all or any part of the Common Areas (and any
installation therein, thereon, thereunder, or thereover), which costs and
expenses shall include, but shall not be limited to, the following: the total
costs and expenses incurred in cleaning, planting, replanting and maintaining
the landscaping of the common facilities of the XXXXXX X. XXXXXXXXX, TRUSTEE;
the cost of all Lessor's insurance, including, but not limited to, fire and
other casualty, bodily injury, public liability, property damage liability,
automobile parking lot liability insurance, sign insurance, workmans
compensation insurance and other insurance carried by Lessor for the Common
Areas; assessments; repairs; repairing; line repainting; exterior repainting;
rental and maintenance of signs and equipment; lighting; sanitary control;
removal of trash, rubbish, garbage and other refuse; depreciation of machinery
and equipment used in such maintenance; depreciation of roof and paved areas;
repair and/or replacement of on-site water lines, electric lines, gas lines,
sanitary sewer lines and storm water lines; all electrical, water, sewer or
other utility charges for serving the Common Area (including any on-site and/or
off-site sanitary treatment plant(s) serving the XXXXXX X. XXXXXXXXX, TRUSTEE
and all pipes leading to and from same); the cost of personnel to implement such
services, including directing of parking; wages and salaries (including employee
benefits, unemployment insurance and social security payments) of any personnel
necessary to implement the operation, maintenance and repairs of the XXXXXX X.
XXXXXXXXX, TRUSTEE (excluding the cost of any work performed at Lessor's home
office); personal property taxes, sales and use taxes on material, equipment,
supplies and services; fees for required license and permits; fire, security and
police protection, sprinkler system; public address system(s)' public toilets;
reasonable straight line of depreciation of, and rental charges for movable
equipment, supplies, material and labor. (2) "Lease Fiscal Year" means each
period of January 1 through December 31 during the term hereof except that the
first Lease Fiscal Year shall be the period from the commencement of the term
hereof through the December 31 next following the commencement date and the last
Lease Fiscal Year shall be the period from the January 1 next proceeding the
termination date to and including the termination date of the lease term. (3)
"Lessee's Pro-rata Share" is defined as a fraction, the numerator of which is
the gross leasable area of the Demised Premises and the denominator of which is
the gross leasable area
of all buildings or portions thereof (including the Demised Premises) occupied
by Lessee in the XXXXXX X. XXXXXXXXX, TRUSTEE. All amounts due and payable under
this Article 3, whether minimum Rent, Common Area Maintenance, Real Estate Tax,
or Sales Tax, are hereby deemed and defined as "Rent".
4. LESSEE'S SUBORDINATION TO MORTGAGE:
It is specifically understood and agreed by and between the Lessor and the
Lessee that the Lessor may from time to time secure mortgages on the Demised
Premises from a bank, savings and loan association, insurance company or other
lender, and that this Lease is and shall be subordinate to the lien of any
mortgages; and the Lessee agrees that it will execute and or provide as the case
may be such subordination and other documents, including but not limited to
estoppel certificates and financial statements, or agreements as may be
requested or required by such lender; however, that the mortgage and/or
subordination agreement, as the lender may direct, shall contain a provision
which states, in effect, that the Lessee shall not be disturbed in its
possession and occupancy of the Demised Premises during the term of this Lease,
notwithstanding any such mortgage or mortgages, provided that the Lessee shall
comply with and perform its obligations hereunder.
5. COVENANTS OF THE LESSEE: The Lessee hereby covenants and agrees with the
Lessor as follows:
A. That it will promptly pay the rent as herein specified without notice.
B. That it will keep the interior and exterior portion of the demised
premises and the improvements placed thereon and therein in a good state of
repair, and it will be responsible for all repairs including but not limited to
the painting, maintenance and interior repairs to the interior of the building
including all windows, doors and openings, all electrical, heating, plumbing,
air conditioning and other systems installed within or without the building. It
is acknowledged that if Lessee installs and maintains T.V. antennas, air
conditioning and/or signs, lightening, and/or other equipment, objects or
materials and the like, on the roof of the premises (and such installation shall
be only on the roof directly over the premises leased by the Lessee), the Lessee
shall be solely responsible for all of said area over the Demised Premises and
any other area affected by the installation or maintenance work thereon
C. INDEMNITY AND INSURANCE:
(1) Lessee agrees to save Lessor harmless from, and indemnify Lessor
against, and covenants not to xxx Xxxxxx for, to the extent permitted by law,
any and all injury, loss or damage and any and all claims of injury, loss or
damage, of whatever nature (a) caused by or resulting from, or claimed to have
been caused by or to have resulted from , any act, omission or negligence of
Lessor, by Lessee or anyone claiming under Lessee (including, bit without
limitation subtenants and concessionaires of Lessee and, employees and
contractors of Lessee or its subtenants or concessionaires), no matter where
occurring and (b) occurring upon or about the Demised Premises, including but
not limited to common areas, parking lots, landscaped areas, no matter how
caused, all of the foregoing REGARDLESS OF ANY NEGLIGENCE OF LESSOR'S PART. This
covenant, indemnity and hold harmless agreement shall include indemnity against
all costs, expenses and liabilities incurred in connection with any such injury,
loss or damage or any such claim, or any proceeding brought thereon or the
defense thereof. If Lessee or anyone claiming under Lessee, or the whole or any
part of the property of Lessee or anyone claiming under Lessee shall be injured,
lost or damaged by theft, fire, water or steam or in steam or in any other way
or manner whether similar or dissimilar to the foregoing, no part of said
injury, loss or damage is to be borne by lessor. Lessee covenants not to xxx
Xxxxxx for, and agrees that Lessor shall not be liable to Lessee or anyone
claiming under Lessee for any injury, loss or damage that may be caused by or
result from the fault or negligence of any persons occupying adjoining premises
or any other part of the Entire Premises, or as the result of criminal acts by
third parties, regardless of forseability.
(2) Lessee will maintain general comprehensive public liability
insurance, with respect to the Demised Premises and its appurtenances, naming
Lessor and Lessee as insured, in the amounts not less than One Million
($1,000,000.00) Dollars with respect to injuries to any one person wand not less
than One Million ($1,000,000.00) Dollars with respect to injuries suffered in
any one accident, and not less than One Million ($1,000,000.00) Dollars with
respect to property, said policy to apply as the primary source of recovery in
the event of any occurrence, loss, or damage. Additionally, Lessee shall obtain
rent loss insurance and Lessee will keep all plate glass insured naming Lessor
and Lessee as insured as their interest may appear. Lessor may, from time to
time, increase the amount of such Public Liability Insurance coverage by giving
ninety (90) days prior written notice thereof to Lessee, in which event, all
subsequent policies acquired by Lessee shall conform to the new insurance
requirements. Lessee shall deliver to Lessor the policies of such insurance, or
certificates thereof, at least fifteen days prior to the commencement of the
term of this lease, and each renewal policy or certificate thereof, at least
fifteen (15) days prior to the expiration of the policy it renews. In the event
Lessee does not deliver the policies and certificates of insurance to Lessor as
aforesaid, Lessor shall have the right to purchase said insurance on behalf of
Lessee, and upon submission to Lessee of a xxxx for the amount paid by Lessor,
Lessee shall remit within five (5) days of receipt of said statement the amount
owed, together with interest thereon at a rate equal to the highest rate allowed
by law to be charged by Lessor per annum.
D. That Lessee may not assign this Lease, or let, underlet, or sublet,
the whole or any part of said premises without the written consent of the
Lessor, which consent shall not be unreasonably withheld. No assignment or
subletting shall exonerate Lessee from its' obligations hereunder.
E. That Lessee will not occupy or use said premises, nor permit the same
to be occupied or used for any business which is unlawful. That it will comply
with all lawful requirements of the Board of Health, Police Department, Fire
Department, Municipal, County, State, Federal and any and all other agents,
agencies or authorities respecting the manner in which it uses the leased
premises.
F. That at the expiration of said term or any extension or renewal
thereof, it will quit and surrender the demised premises in a good and
substantial state of repair, reasonable wear and tear excepted. The Lessee shall
be responsible for any damage created by reason or by virtue of the conduct of
its business; and shall return the demised premises in its original state,
reasonable wear and tear excepted.
G. That Lessee shall not use the premises for any purpose which may
increase the standard rate of fire, windstorm, extended coverage and liability
insurance; that in the event standard rates of insurance cannot be obtained by
reason of the Lessee's use of the demised premises, then and in that event, the
Lessee shall, forthwith upon notice, at Lessor's option, either desist from said
unacceptable use and/or pay such additional insurance premiums.
H. That not withstanding the terminology contained in sub-paragraph B
above, or elsewhere in this Lease Agreement, signs shall not be erected and/or
attached to any portion of the demised premises without the express written
consent of the Lessor. Lessee acknowledges that the Lessor demands uniformity
and the sole discretionary right to determine the size, materials and lighting
thereof; and accordingly, the Lessor may at its option, order and have installed
the signs from one source, same to be at the sole cost and expense of the
Lessee; provided, however, that theLessee shall first approve same. Violation of
this restriction shall allow Lessor to remove such signs without notice and at
cost of Lessee.
I. That Lessee shall not use the interior and/or exterior portion of the
demised premises, or any portion of the common areas, parking lot, landscaped
areas, or other portions of the property so as to cause any noise, noxious
odors, accumulation of materials, supplies, equipment vehicles, waste, discharge
or accumulation or storage of hazardous waste, or garbage, vibrations, damage or
any other disturbance or nuisance whatsoever which may create undue annoyance or
hardship to another Lessee of the Lessor, and/or to the Lessor and/or a hazard
or element of waste to Lessor's property. The Lessee shall not make any change
to the exterior and/or interior portion of the building without the express
written consent of the Lessor, and particularly the Lessee will not cause
anything to be done which may impair the overall appearance of the Lessor's
building. Although the demised premises is intended to include the exterior
walls and parking spaces immediately in front of the premises, the Lessee
covenants that it shall not use the exterior portion of the demised premises
except for parking and ingress and egress. The Lessee shall not cause the access
street or streets in the XXXXXX X. XXXXXXXXX, TRUSTEE to be blocked so as to
cause any disruption of traffic by reason of loading, deliveries, etc.
J. That Lessee accepts the demised premises in its present ("as is")
condition. In the event that the demised premises have not been completely
constructed as of the execution of the Lease, then in that event, the Lessee
acknowledges that Lessee has inspected the plans and specifications and accepts
substantial completion of same pursuant to the plans; there being no further
representations or warranty by Lessor.
K. That the Lessor or Lessor's agent may at any reasonable time enter and
view said premises and make repairs, if Lessor should elect to do so.
L. That the Lessee takes all risk of any damage to lessee's property that
may occur by reason of water or the bursting or leaking of any pipes or waste
water about said premises, or from any act of negligence of any co-tenant or
occupants of the building, or of any other person, or fire, or hurricane, or
other act of God, or from any cause whatsoever, except for the negligence of the
Lessor.
M. That Lessee covenants not to xxx Xxxxxx for, and shall indemnify and
save harmless the said Lessor from and against any and all claims, suits,
actions, damages and/or causes of action arising during the term of this Lease
for any personal injury, loss of life and/or damage to property sustained in or
about the leased premises, by reason or as a result of the Lessee's occupancy
thereof, and from and against any orders, judgements, and/or decrees which may
be entered thereon, and from and against all cost, counsel fees, expenses and
liabilities incurred in and about the defense of any such claim and the
investigation thereof, REGARDLESS OF ANY NEGLIGENCE ON LESSOR'S PART.
6. COVENANTS OF THE LESSOR: The Lessor hereby covenants and agrees with the
Lessee as follows:
A. That upon the breach of any of the covenants, conditions and
stipulations herein contained to be kept and performed by the Lessee, the Lessor
may immediately without notice and without the necessity of legal process
re-enter said premises, and thereupon, at the Lessor's option, said lease shall
forthwith be terminated and/or the Lessor may exercise any of the options
hereinbefore provided for the Lessor's benefit in case of default on the part of
the Lessee.
B. That in the event improvements on the demised premises shall be
partially damaged by fire or other casualty but not rendered untenantable, the
same shall be repaired with due diligence by the Lessor and at its expense, to
the extent insurance proceeds are available therefor, and subject to delay for
causes beyond Lessor's control, e.g., act of God, strikes, shortages, or
unavailability of equipment/material. If the demised premises shall be damaged
by fire, the elements or unavoidable casualty, leaving not less than 60% of the
lease floor space usable for Lessee's purposes and rendering the premises unfit
for occupancy the lessor shall, within sixty (60) days after said damage advise
the Lessee of its intention to rebuild the premises. Provided that the Lessor
elects to rebuild the premises, the Lessor shall proceed with such construction
and complete same with all reasonable diligence. In the event the Lessor elects
not to reconstruct, then and in that event, the Lease shall be deemed terminated
as of the date of Lessee's removal provided that the Lessee removes itself from
the premises within thirty (30) days of the date of said election. In the event
of said damage, but rendering the premises not more than 25% untenantable the
Lessee, the rent provided for herein shall not be abated. If said premises are
rendered more than 25% untenantable, then and in that event, the rent during the
period that the premises are in said condition, shall be reduced in direct
proportion to that portion of the premises which is in fact untenantable.
C. That simultaneously with the execution of this Lease, the Lessee has
deposited with the Lessor the sum of $10,558.33 Dollars, receipt of which said
sum is hereby acknowledged by the Lessor, as a security deposit to guarantee the
full and faithful performance of all of the terms, conditions and obligations to
be performed by the Lessee under the terms hereof; same to be returned upon the
expiration of this Lease.
D. That the covenants and agreements contained in this Lease are
interdependent and are binding on the parties hereto, their successors and
assigns. This Lease has been prepared in several counterparts, each of which
said counterpart, when executed, shall be deemed to be an original hereof. There
shall be no construction or interpretation of this Lease favorable or
unfavorable to either party by virtue of its' preparation by Lessor. The parties
hereby waive any right to trial by jury. In the event of any litigation, the
prevailing party shall recover reasonable attorney fees and costs incurred. Any
claim whatsoever that Lessee may have against Lessor shall not be asserted as a
counterclaim by Lessee in an eviction action commenced by Lessor, but rather
shall be brought by Lessee as a separate action.
E. That if the Lessee shall not pay the rents herein reserved at the time
and in the manner stated, or shall fail to keep and perform any other condition,
stipulation or agreement herein contained on the part of the Lessee to be kept
and performed, or in the event that any petition or suit shall be filed by or
against the Lessee under the bankruptcy laws (state or federal) more make any
assignment for the benefit of creditors, or should there be appointed a receiver
to take charge of the premises either in the state courts, or in the federal
courts, then in any of such events, the Lessor may, at Lessor's option,
terminate and end this Lease and re-enter upon the property, whereupon the term
hereby granted and at the Lessor's option, terminate and end this Lease and
re-enter upon the property, whereupon the term hereby granted and at the
Lessor's option, elect to declare the entire rent for the balance of the term
due and payable forthwith, and may proceed to collect the same by distress or
otherwise, and thereupon said term shall terminate, at the option of the Lessor
or else and said Lessor may take possession of the premises and rent the same
for the account of the Lessee, the exercise of any of which option herein
contained shall not be deemed the exclusive Lessor's remedy, the expression
"entire rent for the balance of the term" as used herein, shall mean all of the
rent prescribed to be paid by the Lessee unto the Lessor for the full term of
the Lease; less, however, any payments that shall have been made on account of
and pursuant to the terms of said Lease. Lessor shall immediately be entitled to
relief from the automatic stay provided by Section 362 of the bankruptcy code;
irrespective of the requirements of Section 362, and Lessor shall not be
obligated to satisfy those requirements in order to obtain relief. This
provision is a material inducement to Lessor entering into this Lease.
F. That at Lessor's option if the Lessee shall abandon, vacate or remove
the major portion of the goods, wares, merchandise, machinery, equipment and any
other material held on these premises in the course of business, usually kept on
said premises when the same is open for business and shall cease doing business
in said premises, then and in such event, this Lease shall immediately become
canceled and null and void and all payments made by said Lessee shall be
retained by the Lessor as payment in full for the period of time the premises
are occupied by the Lessee and Lessee shall not be entitled to any monies to
paid by it, even though such payment is for time subsequent to such closing of
the premises and removal of the goods, wares, merchandise, machinery, equipment,
etc
G. If, as a result of Lessee's failure to timely pay rent,
Lessor, by and through its Property Manager, provides Lessee with a three day
notice to pay or vacate, Lessee agrees to pay to Lessor a fee of $75.000 for the
Property Manager's time and effort in providing the three day notice. This
$75.00 is hereby defined and deemed as "rent" hereunder. Lessee agrees that in
case of the failure of the said Lessee to pay the rent herein reserved whom the
same shall become due and it becomes necessary for the Lessor to collect said
rent through an attorney, the Lessee will further pay a reasonable attorney's
fee together with all costs and charges thereof.
H. That if Lessee shall hereafter install, at its expense, any shelving,
lighting and other fixtures, until heaters, portable air conditioning units,
portable partitions or any trade fixtures, or if Lessee shall hereafter install
or apply any advertising signs or other standard identifications of Lessee, any
article so installed or any identification so applied shall be the property of
Lessee, which Lessee may remove at the termination of this Lease, provided that
in such removal Lessee shall repair any damage occasioned to the demised
premises, in good xxxxxxx-like manner. The Lessee shall not remove any fixtures,
equipment, or additions which are normally considered to be affixed to the
realty, such as, but not limited to, electrical conduit and wiring, panel or
circuit boxes, terminal boxes, partition walls, paneling, central air
conditioning and ducts, plumbing fixtures, or any other equipment or material
affixed to the structure.
I. That Lessor shall have the right to affix a reasonable sign to the
premises six months prior to the termination of the Lease advertising same for
rent and the Lessor shall have the right to exhibit the premises during said six
months, provided that same is during business hours and not more frequently than
once every day.
J. That notices as herein provided shall be given by registered or
certified mail, return receipt requested, to the Lessor at:
XXXXXX X. XXXXXXXXX, TRUSTEE
0000 X.X. 00xx Xxxxxx, Xxxxx #0
Xxxxxxxxxx, XX 00000
and to the Lessee at the demised premises, except that three day notices for
nonpayment of Rent may be hand delivered or posted. The address for giving said
notices may be changed by the Lessor or Lessee in writing, at the addresses set
forth herein, or as modified.
K. That any provision herein contained which shall appear to be
intended to survive the expiration of this Lease shall survive such expiration
date.
L. That the Lessee shall use and occupy the premises for medical technology
& building product technology and manufacturer, and for no other purpose.
M. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present a health risk 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 can be obtained from your county public health
unit.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
on the day and year first above written.
WITNESSES: LESSOR:
/s/ /s/ Xxxxxx X. Xxxxxxxxx
-------------------------- ------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
/s/ Xxxxxx Max LESSEE:
---------------------------- GINSITE MATERIALS, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------
ADDENDUM TO LEASE BETWEEN LESSOR - XXXXXX X. XXXXXXXXX, TRUSTEE
AND LESSEE - GINSITE MATERIAL, INC.
This addendum sets forth additional provisions between Lessor - XXXXXX X.
XXXXXXXXX, TRUSTEE and Lessee - GINSITE MATERIALS, INC. In the event of any
conflict between this Addendum and the Lease, then the provisions set forth in
this Addendum shall prevail.
1. Lessee has the right at any time, to acquire a 50% interest in the
ownership entity - XXXXXX X. XXXXXXXXX, TRUSTEE for $1.00. For the first ten
years of the lease, said 50% interest shall be pledged by Lessee for the
performance of Lessee under the terms of the Lease.
2. Any time after 2 years, Lessee may acquire the 50% balance of the Trust for
the greater of:
1. One half of appraised (M.A.I.) Value less mortgages Or
2. $50,000 cash.
3. Paragraph #1 above is subject to:
1. Xxxx Xxxxx'x (Mortgage Lender) approval of the transaction.
2. The release of Xxxxxx Xxxxx from the Loan Guarantee.
4. Paragraph #2 above is subject to:
1. Xxxx Xxxxx'x (Mortgage Lender) approval of the transaction.
2. The release of Xxxxxx X. Xxxxxxxxx from the Loan Guarantee.
5. Lessee agrees to pay a late charge fee of ten (10%) percent of the monthly
rent or Fifty ($50.00) Dollars, whether shall be greater, for any monthly
payment received by Lessor after the third (3rd) day of the month on which the
rental payment is due. This late charge fee is hereby deemed "Rent". If any
payment of rent, or additional rent, is made by check, and the check is
dishonored for any reason, including but not limited to insufficient funds or
uncollected funds, Lessee shall reimburse Lessee with cash or a cashier's check
in the amount of the dishonored check, plus a dishonored check fee in the amount
of 10%. This 10% dishonored check fee is hereby defined and deemed as "rent"
hereunder.
WITNESSES: LESSOR:
/s/ /s/ Xxxxxx X. Xxxxxxxxx
--------------------- --------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
LESSEE:
GINSITE MATERIALS, INC.
/s/ By: /s/ Xxxxxx Xxxxxxxx
-------------------- ------------------------
