FACE PAGE OF PROFESSIONAL LEASE AGREEMENT
PALM HARBOR KEY WEST CENTER
LESSOR: KWPH INC.
C /O WILDER LEASING & MANAGEMENT, INC.
2706 ALTERNATE 19 NORTH SUITE 113
PALM HARBOR, FLORIDA 34683
TENANT: eAUTOCLAIMS.COM
TYPE OF BUSINESS: CLAIMS SETTLEMENT-AUTO INSURANCE
BUSINESS ORGANIZATION: C-CORPORATION - NEVADA
TENANT CONTACT: ERIC SEIDEL
TENANT HOME PHONE: (727) 781-0414
TENANT HOME ADDRESS: 2708 ALT. 19N., SUITE 604
PALM HARBOR, FL 34683
LOCATION: SUITE NO: 502,503,504,505,507,604
ADDRESS: 2708 ALT. 19N.
AREA: SQUARE FEET: 11,780
BASE RENT PRICE: PER SQ. FT: $9.91
MONTHLY BASE RENTAL: $9,728.32
OPERATING EXPENSES/ TENANT PAYS PRORATED SHARE OF INSURANCE, WATER , SEWER
AND COMMON AREA MAINTENANCE, ESTIMATED AT $2.75 PER
SQ. FT. PER YEAR TO BE PAID IN THE AMOUNT OF $2,699.58
PER MONTH.
RENT SUBTOTAL: $12,427.90 PER MONTH
SALES TAX AT 7.0%: $ 869.95 PER MONTH
RENT TOTAL: $13,297.85 PER MONTH
TERM: 36 MONTHS BEGINING DEC. 01, 2000 OR ON COMPLETION OF
TENANT IMPROVEMENTS AND ENDING NOV. 30, 2003 .
DEPOSITS: SECURITY $NO ADDITIONAL PLUS FIRST MONTH'S
RENT $8,554.43 EQUAL TOTAL DEPOSIT OF
$8,554.43 DUE WITH SIGNED LEASE.
ADDITIONAL PROVISIONS: 1. LANDLORD WILL REPAIR AND PAINT ALL WALLS AND DOOR
FRAMES. 2. LANDLORD WILL DEMOLISH WALLS IN SUITE 505 AS REQUIRED BY TENANT AND
WILL RE-CARPET 505 WITH 26 OZ. COMMERCIAL LOOP TO MATCH REST OF SUIRE. 3. ALL
OTHER CARPET WILL BE THOROUGHLY AND PROFESSIONALLY CLEANED. 4. TENANT WILL BE
PERMITTED TO RUN 1 OR 2 PVC PIPES ABOVE SUITE 506, SUCH WORK TO BE COORDINATED
WITH GIANT OCTOPUS. 5. TENANT WILL HAVE FIRST RIGHT OF REFUSAL TO LEASE SUITE
506 WHEN GIANT OCTOPUS VACATES. 6. FOR THE FIRST 3 MONTHS OF THIS TERM, THE
TENANT WILL PAY ONLY FOR SUITES 507, 604, AND 505 AT $12.66 PER SQ. FT. (7,578
SQ. FT.) PLUS SALES TAX ($7,994.79 + $559.64 = $8,554.43). IN MONTH 4, THE TOTAL
RENT WILL BE DUE. 7. THIS LEASE MAY BE CANCELLED AFTER MONTH 15 WITH 90 DAYS
PRIOR WRITEN NOTICE TO LANDLORD AND A TENANT BUY-OUT PAYMENT OF $13,500 REDUCED
BY A PRORATA OF $375.00 PER MONTH OF TENURE AT TIME OF MOVE-OUT.
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KWPH, INC.(LESSOR) SCOTT R. SPOERL eAUTOCLAIMS.COM(LESSEE)
ERIC SEIDEL-PRESIDENT
<PAGE>
LEASE AGREEMENT
THIS LEASE is made this 17 day of OCTOBER , 2000 , by and between KWPH,
Inc., a Florida Corporation, having its offices at 2706 Alternate 19 North, Palm
Harbor, Florida, hereinafter referred to as "Lessor" and, eAUTOCLAIMS.COM
hereinafter referred to as Tenant.
WITNESSETH:
THAT in consideration of the covenants and conditions contained herein,
the Parties agree as follows:
1. LEASE. Lessor hereby leases to Tenant the premises described on the face
page. Tenant hereby takes the premises from Lessor for the term and upon the
covenants and conditions contained herein.
2. PREMISES. This Lease pertains to premises designated as Suite(s) 502, 503,
504, 505, 507, 604 located in Building "A" and situated at 2708 Alternate 19
North, Palm Harbor, Florida 34683.
The premises are comprised of that area shown on the floor plan drawing attached
hereto and by this reference incorporated herein and consisting of approximately
11,780 square feet.
3. TERM. The term of this Lease is for 36 Months , beginning on DECEMBER 01,
2000 OR ON COMPLETION OF TENANT IMPROVEMENTS, WHICHEVER SHOULD OCCUR FIRST and
ending on NOVEMBER 31, 2003 .
4. RENT. Rent shall be payable to Lessor at Lessor's place of business as
described above as follows:
(a) Monthly rental shall be as set forth on the face page and shall be due on or
before the first of each month.
(b) The base rental set forth herein shall be subject to adjustment as provided
below.
(c) The monthly rent may be increased annually, on the anniversary of the rent
start date , at the election of the Lessor, by 5% or by a percentage equal to
the annual increase in the CPI as follows ,whichever is greater; (1) CPI
increases shall be based upon the Consumer Price Index - U.S. City Average- all
items (CPI) as published by the United States Department of Labor's Bureau of
Labor Statistics, or it's eqvalent if no longer published ; (2) Lessor shall
determine the annualized CPI increase for each year of the term of the lease
after the initial year by comparing the annualized CPI as it is determined by
the Bureau for the month occuring two months prior to the rent start date ( CPI
base month ) and comparing that with the annualized CPI for the same calendar
month for each subsequent year. If the annualized CPI for any CPI base month of
each succeeding year of the lease is greater than that of the CPI base month of
each preceding year, the monthly rental for the next year shall be increased by
the same percentage as the increase in the annualized CPI from one CPI base
month to the succeeding CPI base month.
<PAGE>
Costs for common area maintenance shall be allocated to each tenant based upon a
pro rata division of the actual costs of required maintenance of the common
areas, including but not limited to, physical maintenance, taxes, insurance and
supervision. Pro rata shares of CAM shall be determined by dividing the total
leased square footage of the Palm Harbor Key West Center into the demised square
footage to arrive at a percentage relationship of the demised square footage to
the total leased square footage. That percentage shall be multiplied by the
actual maintenance costs, including taxes , insurance and supervision to arrive
at the allocated CAM charge. All such CAM charges shall be promptly paid as
additional rent within 10 days of receipt of invoices from Lessor.
In the event that any two (2) Tenant's payment checks are not honored for any
reason by the Bank upon which they are drawn, and upon written notice by Lessor,
Tenant shall be required to make all rental payments in cash or cashier's check.
5. SECURITY DEPOSIT. Upon the execution of this Lease, Tenant has PREVIOUSLY
deposited with Lessor the sum of $6,398.36) . Such sum shall serve as security
for the performance of Tenant's obligations under this Lease, including without
limitation the surrender or possession of the premises to Lessor as provided
herein. If Lessor applies any part of the security deposit to cure any default
of Tenant, Tenant shall, upon demand, deposit with Lessor the amount so applied
so that Lessor shall have the full security deposit on hand at all times during
the term of this Lease. Lessor is not obliged to apply the security deposit to
rents or other charges in arrears or on damages for Tenant's failure to perform
under the Lease. However, Lessor may so apply the security deposit at Lessor's
option, and Lessor's right to possession of the premises for nonpayment of rent
or for any other reason shall not in any way be affected by reason of the fact
that Lessor holds such security deposit.
6. NOTICES. Unless provided to the contrary herein, notices hereunder may be
given by manual delivery or by mail. Notice given by registered or certified
mail shall be deemed given on that date on which the Post Office attempts its
first delivery when properly addressed and postage prepaid. Notice given by
ordinary mail shall be deemed given five days after posting. Notice given by
mail shall be sent to the parties at their addresses shown on Page 1 hereof.
Parties may change their address for the purpose of receiving notices, but no
change shall be effective until written notice thereof is actually received by
the other party. The provisions of this paragraph shall also apply to rent
payments hereunder. For the purposes of notification pursuant to ss.83.20
Florida Statutes, Tenant's "usual place of residence" is as stated on the face
page.
7. USE OF PREMISES. Tenant shall use and occupy the premises as an office
facility and for no other purpose. Tenant agrees to comply with all laws,
orders, rules, regulations of any governmental body and the Lessor, relating to
the manner of Tenant's use and occupancy of the leased premises or any
alterations made by Tenant and Tenant will pay all costs and expenses incidental
to such compliance and will indemnify and save Lessor harmless therefrom. Should
Tenant fail to comply with any part of the provisions contained in this section,
the Lessor may after fifteen (15) days notice to the Tenant, cause compliance
therewith and Lessor's cost and expense in so doing may be considered as
additional rent which shall be due and payable upon Tenants's receipt of an
invoice for such work.
8. IMPROVEMENTS. Tenant will not make any alterations or improvements to the
premises without the written consent of Lessor. In any event, any such
improvements or alterations made by Tenant, or by Lessor at Tenant's request,
shall at Lessor's election, remain or become part of the property of Lessor at
the time of expiration or termination of this Lease. All personal property
placed on the premises by Tenant, which are removable by Tenant without damaging
the premises, in any way, may be removed by Tenant, upon the expiration of this
Lease. However, if Tenant, at such time, is in default under the terms and
conditions of this Lease, Tenant may not remove said personal property without
the express consent of the Lessor. In the event Tenant improvements over and
above the standard finish provided by the Lessor creates an additional
assessment in ad valorem taxes or additional insurance premiums, Tenant shall be
required to reimburse Lessor according to the amount of such increase.
<PAGE>
In the event that Lessor is to make improvements to the premises prior
to the Tenant's occupancy, and the improvements have not been completed by the
occupancy date, the dates for occupancy, rent start and rent end shall be
changed to reflect the true date of occupancy which shall be no later than that
date on which the certificate of occupancy is received and any such delay in
completion shall not be deemed a breach of this Agreement.
9. IDENTIFICATION SIGNS. All identification signs, awnings, and/or other signs
on the exterior of the premises shall be approved by the Lessor. No other
identification signs, awnings, and/or other signs shall be displayed on or near
the leased premises without Lessor's written approval.
10. EXPENSES. Tenant agrees to pay all charges for gas, electricity, replacement
of ceiling light bulbs and tubes and all other illumination and power. In the
event that Tenant, or Lessor at Tenant's request, shall make improvements the
premises, Tenant shall pay all charges and expenses of such improvements,
including permits and fees. Tenant agrees to pay any and all fees charged by any
governmental agency imposed by virtue of tenant's use or occupancy of the
premises. Tenant agrees to pay all such charges not more than fifteen (15) days
after receipt of invoice from Lessor. Any such charges shall be considered as
rent due and shall be included in any lien for rent due and unpaid.
11. MAINTENANCE. Lessor shall, at its own expense, maintain in good condition
the exterior of the building, the roof and structural members of the building of
which the leased premises form a part, and any water, gas or electrical lines or
conduits permanently embedded in walls or floors. However, if any of the
aforementioned repairs are made necessary by reason of Tenant's use and
occupancy of the leased premises, in any manner inconsistent with the reasonable
use and occupancy thereof, or by reason of alterations made by Tenant, such
repairs shall be made by the Tenant at Tenant's own cost and expense. Lessor
shall not be required to repair any injury or damage by fire or other cause, or
to make any repairs or replacements of any paneling, decoration, partitions,
railings, ceiling, floor coverings, office fixtures or any other property,
installed in the premises by Tenant. Tenant shall maintain garbage containers in
good order and repair. Tenant shall be responsible for all heating, ventilating,
and air conditioning repairs and maintenance, including filter replacement, and
roof top compressors. All interior plumbing repairs are the responsibility of
the Tenant. In the event that Tenant shall not make such repairs as required by
this Agreement, Lessor may enter the premises and make the required repairs and
charge the cost of such repairs, including supervision to the Tenant as
additional rent which shall be due and payable upon receipt of an invoice for
the work.
12. INSPECTIONS. Lessor may at all times, upon reasonable notice to and in
cooperation with the Tenant, inspect, alter or repair the leased premises when
necessary for its safety, preservation or to make such modifications or repairs
that the Lessor deems prudent or desirable. Lessor may show the premises to
others at any reasonable time within four (4) months immediately preceding the
expiration of said term and may affix a notice for letting or selling the
premises on any suitable part of the premises except windows or entrances.
13. SUBORDINATION OF MORTGAGE. Tenant agrees to subordinate this Lease to any
first mortgage or blanket mortgage placed upon the building, provided that only
so long as Tenant faithfully discharges its obligations of the terms of this
Lease: (A) its tenancy will not be disturbed nor this Lease affected by any
default under such mortgage; (B) the right of tenancy hereunder shall expressly
survive and shall not be cut off; and (C) this Lease shall, in all respects,
continue in full force and effect.
14. INDEMNIFICATION. Tenant shall protect and indemnify Lessor and hold Lessor
harmless from and against all claims, suits and actions by third persons by
reason of personal injury, death, or property damage occurring on or about the
premises while this Lease remains in force or arising out of Tenant's use and
occupancy of the premises.
<PAGE>
15. LIABILITY INSURANCE. At all times while this Lease remains in force, Tenant
shall at Tenant's expense maintain public liability insurance with respect to
the premises, which insurance shall be carried with a reputable and established
insurer to which Lessor has not reasonable objection, with limits of not less
than $500,000.00 each person and $1,000,000.00 each occurrence for bodily injury
and $100,000.00 each occurrence for property damage. The Insurance shall not
only protect Tenant but shall also protect Lessor and name Lessor as an
additional insured, and shall cover Tenant's contractual liability hereunder.
Tenant shall promptly furnish Lessor a copy of the insurance policy, and all
renewals thereof, together with reasonable evidence, initially and from time to
time, that premiums have been paid and that the insurance remains in force. If
Tenants fails to do so, Lessor may but shall not be obligated to maintain the
insurance for Lessor's protection and Tenant shall immediately reimburse Lessor
for the cost thereof, which amount shall be additional rent and immediately due.
16. ACTIVITIES INCREASING FIRE INSURANCE RATES. If an increase in extended
coverage premiums paid by Lessor for the building in which Tenant occupies space
is caused by a Tenant's use of occupancy of the premises or if Tenant vacates
the premises and causes an increase, then Tenant shall pay as additional rent
the amount of such increase to Lessor.
17. ASSIGNMENT: SUBLETTING. This Lease may not be assigned, and Tenant may not
sublet the premises, without Lessor's prior written consent, which consent shall
not be unreasonably withheld. As a condition to consent, Lessor may require that
any assignee or sub-tenant shall affirmatively assume all subsequent obligations
of Tenant hereunder. Assignment or subletting shall not, however, abrogate or
lessen Tenant's obligations hereunder, and any dealings or communications
between Lessor and a sub-tenant or assignee shall not be deemed a waiver of
Tenant's obligations hereunder.
18. LESSOR'S REMEDIES ON TENANT'S DEFAULT. If Tenant defaults in payment of
rent, or any additional rent or defaults in the performance of any of the other
covenants or conditions hereof, Lessor may give Tenant written notice of such
default and if Tenant does not cure any default by reason of non-payment of rent
or additional rent within five (5) days, or any other default within ten (10)
days after the giving of such notice, then Lessor may terminate this Lease. This
Agreement, or any option exercised or exercisable hereunder by Tenant, may be
terminated by Lessor if Tenant fails to make timely payment of three (3) or more
consecutive monthly rental installments. For the purposes of the termination
provision of this section only, timely payment shall have been deemed to have
been made if the Tenant has made payment by the 15th of each month.
Additionally, failure to make timely payment of three (3) consecutive monthly
rental installments shall automatically require that rent be paid in advance on
a quarterly basis for the remainder of this Agreement.
19. TENANT REMEDIES ON LESSOR'S DEFAULT. If the Lessor defaults in the
performance of a material provision of this Lease, Tenant shall give Lessor
written notice of such default and if Lessor does not proceed with reasonable
diligence and in good faith to cure the default within fifteen (15) days after
Tenant gives such notice, then Tenant may terminate this Lease, reserving all
rights Tenant may have under Florida Law. The notice required in this paragraph
shall be given by Certified Mail, Return Receipt Requested.
20. LITIGATION. If either party defaults hereunder and the other party brings an
action in a Court of competent jurisdiction by reason of default, the prevailing
party shall be entitled to recover from the other all costs, arising out of
settlement negotiations, litigation or appeals, including reasonable attorney's
fees. The Parties further agree that, should any legal action arise out of this
Lease, any such action shall be brought only in Pinellas County, Florida.
21. ACTS OF GOD. Anything in this Agreement to the contrary not withstanding,
neither Lessor nor Tenant shall be deemed in default of the performance of any
provision or covenant of this Lease if such performance shall be delayed or
prevented by strike, war, act of God, or other cause beyond the control of the
parties seeking to excuse such performance.
<PAGE>
22. TIME IS OF THE ESSENCE. It is understood and agreed between the parties
hereto, that time is of the essence in this contract and this applies to all
terms and conditions contained herein.
23. LESSOR'S REMEDIES. If Tenant shall materially default in the performance of
any of Tenant's obligations under this Lease, or shall become insolvent, or
shall be adjudicated a bankrupt, or shall file a voluntary petition in
bankruptcy or for reorganization, or if a receiver is appointed for Tenant and
the appointment is not vacated within sixty (60) days from appointment, Lessor
may terminate this Lease without penalty, but such termination shall not release
or discharge Tenant or anyone claiming under Tenant from any obligation or
liability to Lessor hereunder, including the obligation to pay rent as it
accrues under this Lease. Upon default by Tenant as provided herein, Lessor
shall, subject to Florida law, have the right and remedy to re-enter the
premises and remove all persons therefrom and Lessor may, at its option, (1)
treat the lease as terminated and retake possession for the Lessor's own
account, thus terminating any further liability on the part of the Tenant, or;
(2) retake possession of the preimises for the account of the Tenant, holding
the Tenant liable for the difference between rental stipulated to be paid under
the lease agreement and what, in good faith, the Lessor is able to recover from
the reletting, for the balance of the Lease term as agent for Tenant and receive
rents therefore and apply the same first to the payment of the expenses of
reasonable redecoration and making necessary repairs to the premises and leasing
the same; and second, to the payment of rent due hereunder, and; (3) Lessor
shall have the right to declare all monthly installments of rental for the
balance of the lease term to be immediately due and payable and to proceed to
obtain a Judgment therefor against Tenant. Thereafter , all sums collected from
the reletting of the premises, less costs incurred in connection therewith ,
shall be applied on said Judgment , provided, however, any excess sums collected
by the Lessor shall accrue to the Lessor , and shall not be subject to any
claims by the Tenant. Further, in the event of default by Tenant, the Lessor
shall have the right to a Landlord's lein on Tenant's property without in any
way affecting Lessor's right to accelerate the balance of rental due and to
bring an action to recover the same.
24. SURRENDER OF POSSESSION BY TENANT. The Tenant will deliver up and surrender
to the Lessor possession of the leased premises together with all fixtures,
alterations, additions and improvements, which may have been made in, on or to
the premises upon the expiration or termination of this Lease in as good
condition and repair as the same shall be at the commencement of said term (loss
by fire and ordinary wear and decay excepted) and all air conditioning, heating
and other mechanical equipment of every nature, whether or not installed by
Tenant, shall be in good working order. Tenant shall ascertain from Lessor at
least thirty (30) days before the end of the term of this lease whether Lessor
desires to have the premises or any part thereof restored to the condition in
which it was originally delivered to Tenant and if Lessor shall so desire, then
Tenant at its own cost and expense, shall restore the same and/or make the
necessary repairs before the end of the term.
If Tenant is not in default under the terms of this Lease, all trade
fixtures and equipment owned by the Tenant and installed or placed by it upon
the leased premises may be removed by the Tenant at any time during the term or
on the expiration thereof. Tenant agrees to repair any damage to the building
occasioned by such removal. Tenant shall, upon termination of its tenancy,
return to the Lessor all keys to the demised premises, either furnished to or
otherwise procured by such Tenant.
25. HOLDOVER BY TENANT. If Tenant refuses to give up possession of the premises,
upon the termination of this Lease, Lessor, Pursuant to ss.83.06 of the Florida
Statutes, the acceptance of the RENT for use and occupancy of the premises shall
not be deemed to have waived any of the rights, remedies or privileges of Lessor
provided elsewhere in this Lease or by virtue of law. Tenant shall indemnify
Lessor against loss or liability resulting from the delay by Tenant in
surrendering the premises including, without limitation, any claims made by any
succeeding occupancy founded on such delay.
<PAGE>
26. DESTRUCTION OR DAMAGE TO PREMISES. If through no fault, neglect, or design
of Tenant, the premises are destroyed by fire or other casualty or damage to
such an extent as to render them wholly unfit for occupancy, then this Lease
shall be cancelled. If, however, the premises can be repaired within 30 days
from the date of such fire or casualty, then, at the option of Lessor, this
Lease shall not be cancelled and Lessor shall notify Tenant within 30 days from
the date of the fire or casualty, of Landlord's election. Tenant shall be
entitled to such reduction or remission of rent that shall be just and
proportionate.
27. NOTICE OF CASUALTY. Tenant shall give Lessor Prompt notice of any damage to
the premises by fire, tornado, storm, or other casualty, and of any other event
or condition known to Tenant (or any sub-tenant) that impairs or threatens the
physical condition of the premises.
28. CONDEMNATION. If the premises shall be taken by or pursuant to governmental
authority or through exercise of the power of eminent domain, either totally or
such part as renders the remainder inadequate and unsuitable for the purposes
described herein, this Lease shall terminate as of the date of taking, and
Tenant shall have no claim against Lessor for the value of any unexpired term.
If only part of the premises is so taken and the remainder is adequate and
suitable for Tenant's purposes, or can be rendered adequate and suitable by
reasonable expenditure, this Lease shall continue in force except that the rent
shall be reduced to reflect any loss in floor space. In such event, Lessor shall
bear the reasonable expense of restoration necessary to make the premises
adequate and suitable, but Lessor shall not be obligated to expend more than the
amount actually received by Lessor as compensation, damages, or awards for the
taking. Lessor shall be entitled to receive all compensation, damages, or awards
for the taking, except that Tenant may receive such amount as may be awarded or
payable for the taking of Tenant's equipment and for Tenant's business damages,
and except that any compensation or awards for the taking of a fixture installed
by Tenant at Tenant's expense, which constitutes an improvement to the real
estate, shall be prorated between Lessor and Tenant, so the Tenant receives the
percentage that the remaining portion of the Lease term bears to the remaining
useful life of the fixture. If the fixture is to be restored, as provided above,
both Lessor's and Tenant's shares shall be applied to the cost thereof.
29. MECHANIC'S LIENS. Notice is hereby given that Lessor shall not be liable for
any work, labor, or materials furnished or to be furnished upon credit to or for
Tenant or anyone claiming under Tenant, and that no mechanic's or other lien for
any such work, labor, or materials shall attach to or affect the title or
interest of Lessor in and to the premises. Tenant shall not do or suffer
anything to be done whereby the premises may be encumbered by any mechanic's
lien. If any mechanic's lien or notice of claim thereof is filed against the
premises with respect to work, labor, or materials furnished or to be furnished
to Tenant or anyone claiming under Tenant, Tenant shall, within thirty (30) days
from the date of filing, cause the same to be withdrawn, discharged, or removed
by deposit, bonding proceedings or otherwise. If Tenant fails to do so, Lessor
may do so, and may pay any judgment recovered by any such lienor. Tenant shall
immediately reimburse Lessor for all amounts paid (including expenses) pursuant
to this paragraph, which amount shall be additional rent and immediately due.
30. WAIVER. Failure to strictly and promptly enforce the terms and/or conditions
of this Lease shall not operate as a waiver of Lessor's rights, Lessor expressly
reserving the right to always enforce any or all of the terms and/or conditions
of this Lease, regardless of any indulgences or extensions previously granted.
The receiving by Lessor or Lessor's representative of any rent in arrears, or
after notice or institution of any suit for possession, or for cancellation of
this Lease, will not be considered as a waiver of such notice of suit, or of any
of the rights of Lessor.
31. SURVIVORSHIP. All of the provisions hereof shall bind and inure to the
benefit of parties hereto, their respective heirs, legal representatives,
successors and assigns. If more than one person, firm, corporation, or other
entity is executing this Lease as Tenant, then all of said entities shall be
jointly and severally liable hereunder.
<PAGE>
32. SECTION CAPTIONS. The captions appearing under the section numbers
designations of this Lease are for convenience only and are not a part of this
Lease and do not in any way limit or amplify the terms and provisions of this
Lease.
33. DELINQUENCY CHARGE. A Fifty Dollar ($50.00) delinquency charge will be
assessed monthly for each month that the rental payment is not received in the
office of the Lessor prior to the tenth of the month to compensate the Lessor
for the additional costs of collection. In addition to the delinquency fee, the
Tenant agrees to pay 18% annual interest of any payments due to Lessor which are
not paid when due. Said delinquency charges and interest shall be considered
additional rent and shall be promptly paid by the Tenant and included in his
rental payment, if and when rental payment is delinquent. The assessment and/or
collection of any of the foregoing charges shall not in any way be construed or
deemed to be a waiver or a continuing waiver of any of the terms, provisions,
covenants and conditions of this Lease.
34. BUILDING RULES AND REGULATIONS. Lessor shall have the right, at any time or
times hereafter, to adopt other or additional rules and regulations as Lessor
deems reasonably necessary for the safety and good order of the premises and in
like manner Lessor may rescind or amend all or any of the attached Rules and
Regulations. Lessor shall give written notice to Tenant of the adoption of any
additional rules and regulations or amendments to any of the Rules and
Regulations attached.
a. No Lessee shall at any time occupy any part of the Building as
sleeping or lodging quarters.
b. Lessor will not be responsible for lost or stolen personal
property, equipment, money or jewelry from Lessee's area or public rooms
regardless of whether such loss occurs when area is locked against entry or not.
c. No animals shall be brought into or kept in or about the building.
d. No person shall disturb the occupants of the Building by the use of
any musical instruments, the making of unseemly noises, causing objectionable
odors, or any unreasonable use.
e. Any vehicles left over 24 hours will be posted and towed away.
f. Tenant agrees that by the execution of this Lease to accept and
agree to abide by the building rules and regulations or any reasonable
modifications or additions thereto during the term of this Lease.
g. The water closets and other water fixtures shall not be used for
any purpose other than those for they were constructed and any damage resulting
to them from misuse, or the defacing or injury of any part of the Building shall
be borne by Tenant. No person shall waste water by interfering with the faucets
or otherwise.
h. No outside storage shall be permitted within any common areas
servicing the leased premises.
i. All plate and other glass now in the leased premises which is
broken through cause attributable to Tenant, its officers, agents, servants,
employees, patrons, licensees, customers, visitors, or invitees shall be
replaced by and at the expense of the Tenant under the direction of the Lessor.
j. The washing of vehicles and machinery shall be expressly prohibited
within the confines of the Center, with the exception of any Detailing Service
that may be located in the Parking Garage of A Building.
k. All trash shall be placed within the dumpster provided by Lessor.
It is Lessor's desire to maintain within the property the highest
standard of dignity and good taste consistent with comfort and convenience for
Lessees. Any action or condition not meeting this high standard should be
reported directly to Lessor. Your cooperation will be mutually beneficial and
sincerely appreciated. The Lessor reserves the right to make such other and
further reasonable Rules and Regulations as in its judgment may from time to
time be needful, for the safety, care and cleanliness of the leased premises,
and for the preservation of good order therein.
<PAGE>
35. EQUIPMENT PLACEMENT. Lessor shall have the right to determine and prescribe
the maximum weight and proper position of any heavy equipment that is to be
placed in the building, and only those which, in the opinion of Lessor, will not
do damage to the floors, building structures or elevators, may be moved into the
building. Such installations shall be placed and maintained by the Tenant, at
Tenant's expense, in settings sufficient, in Lessor's judgement, to absorb and
prevent vibration, noise, annoyance, deterioration of the floors, building
structures or elevators. Lessor shall not be held responsible for any damage
and/or liability attributable to Tenant's equipment placement.
36. GUARANTY. For value received and in consideration of, and as an inducement
to Lessor to make this lease, the undersigned jointly and severally,
personally guaranty to Lessor, its heirs , successors and assigns, the
prompt and full performance and observance of all of the obligations,
covenants, conditions and agreements provided herein provided to be
observed and performed by Tenant.
37. DEFAULT UNDER OTHER LEASE. If the term of any lease, other than this
Lease, made by the Tenant for any premises in the property shall be
terminated or terminable after the making of this Lease because of any
default by the Tenant under such other lease, such fact shall empower the
Lessor, at the Lessor's sole option, to terminate this Lease by notice to
the Tenant.
38. PARKING. It being understood between the parties that parking is limited
within the Center, Lessor reserves the right to reasonably restrict the number
and location of parked Tenant's and its employee automobiles for the overall
benefit of the property, so as to provide adequate parking for the customers of
the various tenants of the Center, and to designate alternative parking
locations for such Tenant vehicles. The Lessor may at its' own discretion
designate certain areas of Key West Center as Tenant and employee parking as
need requires. It is agreed that it is not the intent of this Lease to provide
unrestricted parking for tenant or employee automobiles. At no time shall the
parking of vehicles be permitted in the fire lanes serving the Center.
39. LEASE EXECUTION. If Tenant shall be a corporation, the authorized officers
must sign on behalf of the corporation. The lease must be executed by the
president, vice-president, secretary or assistant secretary, unless the by-laws
or a resolution of the board of directors shall otherwise provide, in which
event, the by-laws or a certified copy of the resolution, as the case may be,
must be furnished.
40. BROKER. The Broker in this transaction is WILDER LEASING & MANAGEMENT, INC.
Tenant covenants, warrants and represents that no other broker was instrumental
in consummating this lease, and that no conversation or negotiations were had
with any other broker concerning the renting of the demised premises. Tenant
agrees to hold Lessor harmless from and against, and agrees to defend at its own
expense, any and all claims for a brokerage commission arising out of
allegations of negotiation by Tenant with any other brokers for the lease of the
demised premises.
41. FACE PAGE. The aforementioned face page is to be considered an integral part
of this Lease Agreement.
42. ADDITIONAL PROVISIONS. PER FACE PAGE.
IN WITNESS WHEREOF, and intending to be bound hereby, the parties hereto
have affixed their signatures and seals to this instrument for the purpose
herein expressed, the day and year first above written.
INCLUDED EXHIBITS: "A"
<PAGE>
Signed, sealed and delivered in the presence of:
---------------------- ---------------------------------
Scott Spoerl
---------------------- President
As to Scott Spoerl KWPH, Inc.
---------------------- ---------------------------------
ERIC SEIDEL-PRESIDENT OF
eAUTOCLAIMS.COM
----------------------
As to ERIC SEIDEL
