STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") made and
entered into this day of June, 2000, by and between Airport Commerce Park, Inc.
(hereinafter called "Landlord"), whose address for purposes hereof is C/O The
Allen Morris Company, 1000 Brickell Avenue, 3rd Floor, Miami, FL 33131 and
ValuSALES.Com, Inc. (hereinafter called "Tenant"), whose address for purposes
hereof is 4300 North University Drive, S-B104, Lauderhill, FL 33351 .
W I T N E S S E T H:
LANDLORD AND TENANT agree to the following definitions for the defined terms
contained herein:
DEFINITIONS
a) "Premises" or "Leased Premises" is 2,762 square feet of Net Rentable Area,
Suite numbers 206, 207, 208, & 209 located in Building # 2
b) Building is hereby defined as Airport Commerce Park, located at 4101
Ravenswood Road, Dania, FL 33312
c) Base Rental is hereby defined as a sum of money as set forth below plus
applicable sales tax. The phrase "Months of Term" refers to that period of time
commencing on and subsequent to the Commencement Date:
<TABLE>
<CAPTION>
Months of Term Annual Rent Monthly Rent Annual $/PSF
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1-12 $35,906.00 $2,992.17 $13.00
------------------
13-24 37,342.24 3,111.85 13.52
</TABLE>
In addition to the above stated Rental Rate Tenant shall pay applicable sales
tax. _________
The total Base Rental due under the term of this Lease is Seventy Three Thousand
Two Hundred Forty Eight & 24/100 Dollars ($73,248.24), plus applicable sales
tax.
Landlord upon execution of this Lease by Landlord and Tenant, hereby
acknowledges payment by Tenant of the sum of Three Thousand One Hundred Seventy
One & 70/100 Dollars ($3,171.70), representing payment of rental for the first
full calendar month of this Lease including sales tax. The balance of the total
Base Rental is payable in equal monthly installments as specified above on the
first day of each month hereafter ensuing, the first of which shall be due and
payable on the first of July, 2000.
d) Lease Term is hereby defined as being for a period of Two (2) Years ,
commencing on June 15, 2000 , and terminating on June 14, 2002.
e) Base Year is herein defined, as being calendar year 2000 .
-------------------------
f) Tenant's Proportionate Share to be paid by the Tenant for Impositions (as
hereinafter defined) is hereby defined to be the percentage which the Net
Rentable Area then leased by the Tenant in the Building bears to the Total Net
Rentable contained in the Building which is approximately 80,000 rentable square
feet. This percentage at the commencement of this Lease is 3.45%
g) Annual Base Rental is hereby defined as Thirty Five Thousand Nine Hundred Six
& No/100 Dollars ($35,906.00).
h) Security Deposit is hereby defined to be Six thousand three hundred forty
three & 40/100 Dollars ($6,343.40), which Tenant has deposited concurrently with
Landlord upon the execution of the Lease by Tenant.
I) Use or Purpose for which the Tenant will use and occupy the Leased Premises
shall be for the sole purpose of Non Exclusive Office. j Electric & Janitorial
shall be at the sole cost and responsibility of the Tenant and is not included
in the Base Rental Rate. Electric is separately metered.
k) Parking Spaces: Landlord shall provide Tenant with Twelve (12) unassigned
parking spaces.
l) Real Estate Broker in this transaction is hereby defined as The Allen Morris
Company.
m) Cooperating Broker is hereby defined as TransState Commercial Realty, Inc.
n) Upon execution and delivery of this Lease to Landlord, Landlord hereby
acknowledges payment by Tenant as follows:
First Month's Rent: $2,992.17
Sales Tax: 179.53
Security Deposit: 6,343.40
---------
Total: $9,515.10
With the submission of this Lease for Landlord's consideration, Tenant also
includes a certificate of insurance as described in Paragraph 21 .
<PAGE>
TERMS
The terms and conditions of the Standard Office Building Lease attached hereto
are incorporated by reference and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this
Lease in triplicate at Broward County, Florida on the date and year first
written above.
WITNESSES: LANDLORD:
AIRPORT COMMERCE PARK, INC.
By:
------------------------
Cy J. Case, President
TENANT:
VALUSALES.COM, INC.
By:
------------------------
Attachments:
Exhibit A - Floor Plan
Standard Office Building Lease
Rules and Regulations
Addendum
2
<PAGE>
STANDARD OFFICE BUILDING LEASE
LEASED 1. Subject to and upon the terms, provisions,
PREMISES covenants and conditions hereinafter stated, and each in
consideration of the duties, covenant, and obligations of the
other hereunder, Landlord does hereby lease, demise and
let to Tenant; and Tenant does hereby lease, demise, and let
from Landlord those Leased Premises as reflected on the floor
plan attached hereto as Exhibit "A" and made a part hereof.
The Term "Net Rentable Area," as used herein, shall
refer to (I) a single tenancy floor, all space measured from
the inside surface of the outer glass of the Building to the
inside surface of the opposite outer glass of the Building,
excluding only the areas ("Service Areas") within the outside
walls used, but including all space with the inside surface of
the outer glass enclosing Tenant occupied portion of the floor
and measured to the midpoint of the walls separating areas
leased by or held for lease to other Tenants or from areas
devoted to corridors, elevator foyers, restrooms and other
similar facilities for the use of all Tenants.
No deductions from Net Rentable Areas are made for
columns necessary to the Building. The Net Rentable Areas in
the Leased Premises and in the Building have been calculated
on the basis of the foregoing definition and are hereby
stipulated above as to the Leased Premises whether the same
should be more or less as a result of minor variations
resulting from actual construction and completion of the
Leased Premises for occupancy so long as such work is done
substantially in accordance with the approved plans.
TERM 2. This Lease shall be for the Term herein previously
defined unless sooner terminated or extended as provided
herein. If Landlord is unable to give possession of the Leased
Premises on the date of the commencement of the aforesaid
Lease Term by reason of the holding over of any prior tenant
or tenants or for any other reason, an abatement or diminution
of the rent to be paid hereunder shall be allowed Tenant under
such circumstances until possession is given to Tenant; but
nothing herein shall operate to extend the initial Term of the
Lease beyond the agreed expiration date, and said abatement in
rent shall be the full extent of Landlord's liability to
tenant for any loss or damage to Tenant because of said delay
in obtaining possession of the Premises. There shall be no
delay in the commencement of the Term of this Lease and/or
payment of rent where Tenant fails to occupy premises when
same are ready for occupancy, or when Landlord shall be
delayed in substantially completing such Leased Premises as a
result of:
a. Tenant's changes in plans (notwithstanding
Landlord's approval of any such changes); or
b. Any other act of omission by Tenant or its
agents, or failure to promptly make other
decisions necessary to the preparation of the
Leased Premises for occupancy.
The commencement of the Term and the payment of rent
shall not be affected, delayed or deferred on account of the
foregoing. For the purposes of this paragraph, the Leased
Premises shall be deemed substantially completed and ready for
occupancy by Tenant when Landlord's supervising architect
certifies that the work required of Landlord, if any, has been
substantially completed in accordance with the approved plans
and specifications.
Taking possession of the Leased Premises by Tenant
shall be conclusive evidence as against Tenant that the Leased
Premises were in good and satisfactory condition, completed in
accordance with the approved plans, when possession was so
taken. If Tenant, with Landlord's consent, shall occupy the
Leased Premises prior to the beginning of the Lease Term as
specified hereinabove, all provisions of this Lease shall be
in full force and effect commencing upon such occupancy; and
rent for such period shall be paid by Tenant at the same rate
herein specified.
BASE RENT: 3. Tenant agrees to pay Landlord the Base Rental
without demand in advance, in monthly installments on the
first day of each and every month during the Term. If the Term
of the Lease commences on any day of a month except for the
first day, Tenant shall pay Landlord Base Rental as provided
for herein for such commencement month on a prorated basis
(such proration to be based on the actual number days in the
commencement month); and the first month's rent paid by
Tenant, if any, upon execution of this Lease shall apply and
be credited to the next full month's rent due hereunder. Base
Rental for any partial month of occupancy at the end of the
Term of this Lease shall be prorated, such proration to be
based on the actual number of days in the partial month.
In addition to Base Rental, Tenant shall and hereby
agrees to pay to Landlord each month a sum equal to any sales
tax, tax on rentals, and any other charges, taxes and/or
impositions now in existence or hereafter imposed based upon
the privilege of renting the space leased hereunder or upon
the amount of rentals collected therefor. However, nothing
herein shall be taken to require Tenant to pay any part of any
federal and state taxes on income imposed upon Landlord.
Tenant shall be required to pay Landlord interest on
any installment of Base Rental and additional rent, as
hereinafter provided, that remains unpaid for five (5) days
after its due date. Said interest shall be computed at the
maximum legal rate from the due date.
BASE 4. Commencing with the first month of the second
RENT lease year, if applicable, and each year thereafter during the
INCREASE term of this Lease, the annual Base Rental shall be increased
Four Percent (4%) annually as indicated and included on Page
1, Paragraph C.
3
<PAGE>
TIME OF 5. Tenant agrees that Tenant shall promptly pay said
PAYMENT rents (Base Rental as the same may be adjusted from time to
ACCELER- time pursuant to Paragraph 4 and additional rent), at the time
ATION UPON and place stated above; Tenant shall also pay charges for work
DEFAULT performed on order of Tenant, and any other charges that
accrue under this Lease; that, if any part of the rent or
above mentioned charges shall remain due and unpaid for the
seven (7) days after written notice from Landlord to Tenant,
Landlord shall have the option, without further notice to
Tenant, (in addition to all other rights and remedies
available to it by law and in equity) of evicting Tenant and
simultaneously accelerating and declaring the balance of the
entire rent for the entire Term of the Lease to be immediately
due and payable. In the event of such acceleration upon
default in payment, Tenant shall remain liable for all
expenses incurred by Landlord and the full balance due on the
Lease subject only to credit for rent received on reletting of
premises and Landlord may lease by distress or otherwise.
SECURITY 6. The Security Deposit shall be retained by Landlord
DEPOSIT as security for the payment by Tenant of the rents and and all
other payments herein agreed to be paid by Tenant and for the
faithful performance by Tenant of the terms, provisions,
covenants and conditions of this lease. It is agreed that
Landlord, at Landlord's option may, at the time of any default
by Tenant under any of the terms, provisions, covenants or
conditions of the Lease, apply said sum or any part thereof
toward the payment of the rents and all other sums payable by
Tenant under this lease, and towards the performance of and
every one of Tenant's covenants under this Lease, but such
covenants and Tenant's liability under this Lease shall
thereby be discharged only pro rata that Tenant shall remain
liable for any amounts that such sum shall be insufficient to
pay; that Landlord may exhaust any and all rights and remedies
against Tenant before resorting to said sum, but nothing
herein contained shall require or be deemed to require
Landlord so to do; that, in the event this deposit shall not
be utilized for any such purposes, then such deposit shall be
returned by Landlord to Tenant within ten (10) days next after
the expiration of the Term of this Lease or the determination
and payment of the amount due under Paragraph 4 of this Lease,
if any, whichever later occurs. Landlord shall not be required
to pay Tenant any interest on said Security Deposit.
USE 7. Tenant shall use and occupy the Leased Premises
for the use or purpose as hereinbefore stated and for no other
use or purpose.
QUIET 8. Upon payment by Tenant of the rents herein
ENJOYMENT provided, and upon the observance and performance of all
terms, provisions, covenants and conditions on Tenant's part
to be observed and performed, Tenant shall, subject to all of
the terms, provisions, covenants and conditions of this Lease,
peaceably and quietly hold and enjoy the Leased Premises for
the Term hereby demised.
INSURANCE 9. If the Landlord's insurance premiums exceed the
PREMIUMS standard premium rates because the nature of Tenant's
operations results in extra hazardous exposure, then Tenant
shall, upon receipt of appropriate invoices from Landlord,
reimburse Landlord for such increase in premiums. It is
understood and agreed between the parties hereto that any such
increase in premiums shall be considered as rent due and shall
be included in any lien for rent.
RULES AND 10. Tenant agrees to comply with all rules and
REGULA- regulations Landlord may adopt from time to time for operation
TIONS of the Building and parking facilities and for the protection
and welfare of Building and parking facilities, and the
tenants, visitors and occupants of the Building. The present
rules and regulations, which Tenant hereby agrees to comply
with, entitled "Rules and Regulations" are attached hereto and
are by this reference incorporated herein. Any future rules
and regulations adopted from time to time by Landlord shall
become a part of the Lease, and Tenant hereby agrees to comply
with the same upon delivery of a copy thereof to Tenant
providing the same do not materially deprive Tenant of its
rights established under this Lease.
SERVICES 11. Janitorial and Electric shall be the sole cost
and responsibility of the Tenant.
TENANT 12. It is understood and agreed between the parties
CHARGES hereto that any charges against Tenant by Landlord for
services or for work done on the Leased Premises by order of
Tenant, or otherwise accruing under this
Lease, shall be considered as rent dueand shall be included in
any lien for rent.
REPAIR OF 13. Landlord shall maintain in good order and repair
BUILDING the Building (excluding repairs to be made by Tenant),
AND including without limitation public areas, the parking areas,
PREMISES landscape areas, the base building heat, ventilating, air
conditioning, mechanical, plumbing, and electrical systems,
and the structure itself, including the roof, foundations,
exterior walls, and glass exterior surfaces of the Premises
and the Building, all structural members of the Building and
all underground utility lines serving the Building. Provided,
however, the cost of any repairs or maintenance to the
foregoing necessitated by the negligence of Tenant or its
agents, contractors or employees shall be reimbursed by Tenant
to Landlord upon demand as additional rent.
At its sole cost, Tenant shall maintain in good
repair and tenable condition, subject to normal wear, tear,
casualty and condemnation, that portion of the Premises within
the demising walls thereof, including any wall coverings and
paint on the interior side of the demising walls, below the
ceiling slab and above the floor slab, any tile, carpet or
other floor covering installed for Tenant. Tenant's
maintenance obligation shall extend to all tenant improvements
and contents within the Premises, including but not limited to
the replacement of light bulbs and air conditioning filters.
Tenant shall not be obligated to repair damage resulting from
the gross negligence of Landlord or its agents, contractors,
or employees.
Tenant shall make no structural alterations or
structural additions of any kind to the interior of the
Premises without first obtaining Landlord's written consent.
Tenant, at its sole cost, may make non-structural alterations
or non-structural additions within the Premises subject to the
following conditions:
a. Tenant shall give Landlord prior written notice of
its intention to make alterations, additions, or repairs.
b. Landlord reserves the right to approve the plans
and specifications for such alterations and additions, such
approval shall not be unreasonably withheld or delayed.
4
<PAGE>
c. Tenant shall only use contractors who are approved
by Landlord, and such contractors shall be required to furnish
evidence of insurance coverages, including Public Liability,
Workers Compensation, and Automobile Liability coverages as
well as any other coverages required by Landlord. The limits
of such coverage shall be no less than those required of
Tenant. Tenant shall cause such work to be performed in
accordance with all applicable building codes and other
governmental regulations to be completed and paid and shall
discharge any and all liens or claims of lien arising
therefrom, or if Tenant disputes any such lien or claim of
lien, Tenant may post a bond to remove the lien from the
Premises in accordance with local statute. All such work,
including additions, fixtures, and improvements (but excluding
movable office furniture and equipment and other personal
property of Tenant) made or placed in or upon the Premises by
either Tenant or Landlord shall be and become Landlord's
property upon installation all without compensation to Tenant.
MECHANIC 14. Tenant further agrees that Tenant shall pay all
LIENS liens of contractors, subcontractors, mechanics, laborers,
material men, and other items of like character, and shall
indemnify Landlord against all expenses, costs, and charges,
including bond premiums for release of liens and attorney's
fees and costs reasonably incurred in and about the defense of
any suit in discharging the said Premises or any part thereof
from any liens, judgements, or encumbrances caused or suffered
by Tenant. In the event any such lien shall be made or filed,
Tenant shall bond against or discharge the same within ten
(10) days after the same has been made or filed. It is
understood and agreed between the parties hereto that the
expenses, costs and charges above referred to shall be
considered as rent due and shall be included in any lien for
rent.
Tenant shall not have any authority to create any
liens for labor or materials on Landlord's interest in the
Leased Premises, and Tenant shall place all persons
contracting with Tenant for the destruction or removal of any
facilities or other improvements or for the erection,
installation, alteration, or repair of any facilities or other
improvements on or about the Leased Premises, and all
materialmen, contractors, subcontractors, mechanics, and
laborers on notice that they must look only to Tenant and to
Tenant's interest in the Leased Premises to secure the payment
of any bill for work done or material furnished at the request
or instruction of Tenant.
PARKING 15. Pursuant to all the terms, provisions, covenants
and conditions contained herin, for the Term of this Lease,
Tenant hereby shall be provided Twelve (12) unassigned parking
spaces.
Tenant agrees to hold Landlord harmless for damage to
the vehicles or personal property in vehicles that may occur
while the vehicles are parked in the parking areas of the
Building.
ESTOPPEL 16. Tenant agrees that from time to time, upon not
AGREEMENT less than ten (10) days prior request by Landlord, Tenant
shall deliver to Landlord a statement in writing certifying
(a) that this Lease is unmodified and in full force and
effect, (or, if there have been modifications, that the Lease
as modified is in full force and effect and stating the
modifications); (b) the dates to which the rent and other
charges have been paid; and (c) that Landlord is not in
default under any provisions of this Lease, or, if in default,
the nature thereof in detail.
SUBORDI- 17. If the Building and/or Leased Premises are any
NATION time subject to a mortgage and/or deed of trust, and Tenant
has received written notice from mortgagee of same, then in
any instance in which Tenant gives notice to Landlord alleging
default by Landlord hereunder, Tenant shall also
simultaneously give a copy of such notice to each Landlord's
mortgagee; and each Landlord's mortgagee shall have the right
(but not the obligation) to cure or remedy such default during
the period that is permitted to Landlord hereunder, plus an
additional period of thirty (30) days, and Tenant shall accept
such curative or remedial action (if any) taken by Landlord's
mortgagee with the same effect as if such action had been
taken by Landlord.
This Lease shall at Landlord's option, which option
may be exercised at any time during the Lease Term, be subject
and subordinate to any mortgage now or hereafter encumbering
the Building. This provision shall be self-operative without
the execution of any further instruments. Notwithstanding the
foregoing, however, Tenant hereby agrees to execute any
instruments which Landlord may deem desirable to evidence the
subordination of this Lease to any and all such mortgages.
Failure to execute a subordination agreement within ten (10)
days after request from Landlord shall be deemed a default
hereunder.
ATTORN- 18. If the interest of Landlord under this Lease
MENT shall be transferred voluntarily or by reason of foreclosure
or other proceedings for enforcement of any mortgage on the
Leased Premises; Tenant shall be bound to such transferee
(herein sometimes called the "Purchaser") for the balance of
the Term hereof remaining, and any extensions or renewals
thereof which may be effective in accordance with the terms
and provisions hereof with the same force and effect as if the
Purchaser were Landlord under this Lease, and Tenant does
hereby agree to attorn to the Purchaser, including the
mortgagee under any such mortgage if it be the Purchaser, as
its said attornment to be effective and self-operative without
the execution of any further instruments upon the Purchaser
succeeding to the interest of this Lease. The respective
rights and obligations of Tenant and the Purchaser upon such
attornment, to the extent of the then remaining balance of the
Term of this Lease and any such extensions and renewals, shall
be and are the same as those set forth herein. In the event of
such transfer of Landlord's interests, Landlord shall be
released and relieved from all liability and responsibility
thereafter accruing to Tenant under Lease or otherwise and
Landlord's successor by acceptance of rent from Tenant
hereunder shall become liable and responsible to Tenant in
respect to all obligations of Landlord under this lease
thereafter accruing.
ASSIGNMENT 19. Without the written consent of Landlord first
obtained in each case, which consent may be granted or
withheld at Landlord's sole discretion, Tenant shall not,
voluntarily or involuntarily, whether by operation of law or
otherwise, assign, transfer, mortgage, pledge or otherwise
encumber or dispose of this Lease or underlet the Leased
Premises or any part thereof or permit the Leased Premises or
any part thereof to be occupied by other persons.
In lieu of consenting or not consenting, Landlord
may, at its option, (I) in the case of a proposed assignment
of this lease or a proposed subletting of all of the Leased
Premises, terminate this Lease in its entirety, or (ii) in the
case of a proposed subletting of a portion of the Leased
Premises, terminate this Lease as to that portion of the
Premises which Tenant has proposed to sublet. In the event
Landlord elects to terminate this Lease pursuant to clause
(ii) of this paragraph, Tenant's obligation as to Base Rental
and additional rent shall be reduced in the same proportion
that the Net Rentable Area of the portion of the Premises
5
<PAGE>
which Tenant proposed to sublet bears to the total Net
Rentable Area of the Premises. If this Lease is assigned or if
the Leased Premises or any part thereof is underlet or
occupied by anybody other than Tenant, voluntarily or
involuntarily, whether by operation of law or otherwise,
Landlord may, after default by Tenant under this Lease in case
of a sublease and at any time (whether or not Tenant is in
default under this Lease) in the case of an assignment,
collect or accept rent from the assignee, undertenant or
occupant and apply the net amount collected or accepted to the
rent herein reserved; but such collection or acceptance shall
not be deemed a waiver of the foregoing covenant or the
acceptance of the assignee, undertenant or occupant as Tenant
hereunder; nor shall it be construed as or implied to be a
release of Tenant from the further observance and performance
by Tenant of the terms, provisions, covenants and conditions
herein contained.
In the event Tenant is a partnership, corporation or
other firm or entity, any transfer of more than fifty percent
(50%) of the right, title or interest herein, existing as of
the date hereof, shall, for the purposes hereof, be deemed to
be an assignment. Fifty percent (50%) of any sums or other
economic considerations received by Tenant as a result of a
subletting, whether denominated rentals under the sublease or
otherwise, which exceed, in the aggregate, the total sums
which Tenant is obligated to pay Landlord under this Lease
(prorated to reflect obligations applicable to that portion of
the Leased Premises subject to such sublease) shall be payable
to Landlord, immediately following Tenant's receipt of the
same under this Lease without affecting or reducing any other
obligations of Tenant hereunder and shall constitute
additional rent. Fifty percent (50%) of any sums or other
economic considerations received by Tenant as a result of an
assignment of this Lease, whether denominated rentals under
the assignment or otherwise, shall be payable to Landlord,
immediately following Tenant's receipt of the same under this
Lease without affecting or reducing any other obligations of
Tenant hereunder and shall constitute additional rent.
SUCCESSORS 20. All terms, provisions, covenants and conditions
AND ASSIGNS to be observed and performed by Tenant shall be applicable to
and binding upon Tenant's respective heirs, administrators,
executors, successors and assigns - subject, however, to the
restrictions as to assignment or subletting by Tenant as
provided therein. All expressed covenants of this Lease shall
be deemed to be covenants running with the land.
HOLD HARM- 21. Tenant agrees to indemnify and hold harmless
LESS OF Landlord against all claims or damages to persons or property
LANDLORD by reason of the use or occupancy of the Leased Premises by
Tenant, its agents, contractors or employees or invitees and
to pay all expenses incurred by Landlord in connection
therewith including attorney's fees and court costs.
Landlord shall not be liable to Tenant or to any
person, firm, corporation, or other business association
claiming by, through or under Tenant, for failure to furnish
or for delay in furnishing any services provided for in this
Lease and not such failure or delay by Landlord shall be
actual or constructive eviction of Tenant nor shall any such
failure or delay operate or relieve Tenant from the prompt and
punctual performance of each and all of the covenants to be
performed herein by Tenant; nor from any defects in the
Premises or Building; or from defects in the cooling, heating,
electric, water, elevator or other applicable apparatus or
systems or water discharge from sprinkler systems in the
Building; nor for theft, mysterious disappearance or loss of
any property of Tenant, water from the premises, or any part
of the Building.
Tenant shall at all times maintain the following
insurance coverages and amounts:
(i) Commercial General Liability Insurance, including
Contractual Liability coverage, relating to the Leased
Premises and its appurtenances on an occurrence basis with a
minimum limit of at least $1,000,000 per occurrence,
$1,000,000 aggregate, including Personal Injury and
Products/Completed Operations. In addition before undertaking
any alterations, additions, improvements, construction or
occupancy, Tenant shall obtain public liability insurance and
name Landlord and Landlord's property manager as additional
insured insuring Tenant and Landlord (and its desgnees)
against any liability which may arise on account of such
proposed alterations, additions, improvements or construction
on an occurrence basis with a minimum single limit of at least
$1,000,000.
(ii) Property insurance on an "all risk" basis
including but not limited to fire and lightning, extended
coverage (all risk of physical loss), vandalism and malicious
mischief and flood (if required by Landlord, any mortgagee or
govermental authority and if obtainable) in an amount adequate
to cover the full replacement cost of Tenant's personal
property, the property of others in the care, custody or
control of Tenant, and any improvements and betterments
installed by Tenant. Tenant waives any and all right of
recovery against Landlord for damage to the aforementioned
property and agrees to obtain waiver of subrogation in the
property insurance policy.
(iii) Workers compensation insurance for statutory
limits including a minimum of $1,000,000 employer's liability
covering all persons employed, directly or indirectly, in
connection with any finish work performed by Tenant or any
repair or alteration authorized by this Lease or consented to
by Landlord, and all employees or agents of Tenant.
(iv) Such other insurance as may be carried on the
Leased Premises and Tenant's operation thereof as may be
required by Landlord from time to time. The coverages afforded
by such insurance shall not limit Tenant's liability
hereunder. If Tenant fails to obtain and provide any or all of
the aforesaid insurance, then Landlord may, (but shall not be
required to) purchase such insurance on behalf of Tenant and
Tenant shall, on demand, reimburse Landlord for the cost of
such insurance together with interest thereof (from the date
on which Landlord paid such cost to the date on which Tenant
reimburses Landlord therefore) the maximum rate permitted by
law and same shall constitute additional rent. In case
Landlord shall be made a party to any litigation commenced
against Tenant, then Tenant shall protect and hold harmless
and shall pay all costs and reasonable attorney's fees
incurred or paid by Landlord in connection with such
litigation and any thereof, regardless of the initiation of
court proceedings.
6
<PAGE>
Tenant shall furnish Landlord cerficates of insurance
certifying the above coverage. The certificates shall include
acknowledgment that the policies have been amended to provide
thirty (30) days notice of termination to Landlord.
Notwithstanding any contrary provision of this Lease,
Tenant shall look solely (to the extent insurance coverage is
not applicable or available) to the interest of Landlord in
the Building for the satisfaction of any judgement or the
judicial process requiring the payment of money as a result of
any gross negligence or breach of this Lease by Landlord or
Landlord's management agent and Landlord shall have no
personal liability hereunder of any kind.
ATTORNEYS' 22. If either party defaults in the performance of
FEES any of the terms, provisions, covenants and conditions and by
reasons thereof, the other party employs the services of an
attorney to enforce performance of the covenants, or to
perform an service based upon defaults, regardless of the
initiation of court proceedings, then in any of said events,
the prevailing party shall be entitled to reasonable
attorney's fees and all expenses and costs incurred by the
prevailing party pertaining thereto (including costs and fees
relating to any appeal) and in enforcement of any remedy.
DESTRUCTION 23. In the event the Leased Premises shall be
OR DAMAGE destroyed or so damaged or injured by fire or other casualty,
during the Term of the Lease, whereby the same shall be
rendered untenantable, then Landlord shall have the right, but
not the obligation, to render such Leased Premises tenantable
by repairs within one hundred eighty (180) days therefrom.
Landlord agrees that, within sixty (60) days
following damage or destruction, it shall notify Tenant with
respect to whether or not Landlord intends to restore the
Premises. If said Premises are not rendered tenantable within
the aforesaid one hundred eighty (180) days, it shall be
optional with either party hereto to cancel this Lease, and in
the event of such cancellation, the rent shall be paid only to
the date of such fire or casualty. The cancellation herein
mentioned shall be evidenced in writing. During any time that
the Leased Premises are untenantable due to causes set forth
in this paragraph, the rent or a just and fair proportion
thereof shall be abated.
Notwithstanding the foregoing, should damage or
destruction occur during the last twelve (12) months of the
Lease Term, either Landlord or Tenant shall have the option to
terminate this Lease, effective on the date of damage or
destruction, provided notice to terminate is given within
thirty (30) days of the date of such damage or destruction.
EMINENT 24. If there shall be taken during the Term of this
DOMAIN Lease, any portion of the Leased Premises, parking facilities
or Building, other than a part not interfering with
maintenance, operation or use of the Leased Premises, Landlord
may elect to terminate this Lease or to continue same in
effect. If Landlord elects to continue the Lease, the rental
shall be reduced in proportion to the area of the Leased
Premises so taken and Landlord shall repair any damage to the
Leased Premises, parking facilities, or Building resulting
from such taking. If any part of the Leased Premises is taken
by condemnation or Eminent Domain which renders Leased
Premises unsuitable for its intended use, Tenant may elect to
terminate this Lease; or if any part of the Leased Premises is
so taken which does not render the Premises unsuitable for its
intended use, this Lease shall continue in effect; and the
rental shall be reduced in proportion to the area of the
Leased Premises so taken and Landlord shall repair any damage
to the Leased Premises resulting from such taking. If all of
the Leased Premises is taken by condemnation or Eminent
Domain, this Lease shall terminate on the date possession is
taken by the authority. All sums awarded or agreed upon
between Landlord and the condemning authority for the taking
of the interest of Landlord whether as damages or as
compensation, and whether for partial or total condemnation,
shall be the sole property of Landlord. If this Lease should
be terminated under any provisions of this paragraph, rental
shall be payable up to the date that possession is taken by
the authority, and Landlord shall refund to Tenant any prepaid
unaccrued rent less any sum or amount then owing by Tenant to
Landlord.
ABANDON- 25. If during the Term of this Lease, Tenant shall
MENT abandon, vacate or remove from the Lease Premises the major
portion of the goods, wares, equipment or furnishings usually
kept on said Leased Premises, or shall cease doing business in
said Leased Premises, or shall suffer the rent to be in
arrears, Landlord may, at its option, cancel this Lease in the
manner stated in Paragraph 27 hereof, or Landlord may enter
said Leased Premises as the agent of Tenant by force or
otherwise, without being liable in any way therefore and relet
the Leased Premises with or without any furniture that may be
therein, as the agent of Tenant, at such price and upon such
terms and for such duration of time as Landlord may determine,
and receive the rent therefor, applying the same to the
payment of the rent due by these presents, and if the full
rental herein provided shall not be realized by Landlord over
and above the expenses to Landlord of such reletting, Tenant
shall pay any deficiency. Landlord shall have all rights of
acceleration contained in Paragraph 6, upon abandonment of
Tenant. Moreover, any personalty remaining in the Premises may
be disposed of, without further notice to Tenant, in any
manner Landlord deems fit in its sole discretion, without any
liability or rent credit to Tenant.
DEFAULT 26. It is agreed between the parties hereto that if
Tenant shall be adjudicated a bankrupt or an insolvent or take
the benefit of any federal or state reorganization or
composition proceeding or make a general assignment or take
the benefit of any insolvency law; or if Tenant's leasehold
interest under this Lease shall be sold under any execution or
process of law; or if a trustee in bankruptcy or a receiver be
appointed or elected or had for Tenant (whether under federal
or state laws); or if said Premises shall be abandoned or
deserted; or if Tenant shall fail to perform any of the terms,
provisions, covenants or conditions of this Lease on Tenant's
part to be performed; or if this Lease or the Term thereof be
transferred or pass to or devolve upon any persons, firms,
officers or corporations other than Tenant by death of Tenant,
operation of the law or otherwise; then and in any such
events, at the option of Landlord, the total remaining unpaid
Base Rental for the Term of this Lease shall become due and
payable and the Term of this Lease shall expire and end five
(5) days after Landlord has given Tenant written notice (in
the manner hereinafter provided) of such act, condition or
default and Tenant hereby agrees immediately then to pay said
Base Rental or quit and surrender said Leased Premises to
Landlord; but this shall not impair or affect Landlord's right
to maintain summary proceedings for the recovery of the
possession of the Leased Premises in all cases provided for by
law. If the Term of this Lease shall be so terminated,
Landlord may immediately, or at any time thereafter, re-enter
or repossess the Leased Premises and remove all persons and
property therefrom without being liable for trespass or
damages. In addition, Landlord shall be entitled to all rights
and remedies available at law or in equity in the event Tenant
shall fail to perform any of the terms, provisions, covenants
or conditions of this Lease on Tenant's part to be performed.
All rights and remedies specifically granted to Landlord
herein by law, or in equity shall cumulative and not mutually
exclusive.
7
<PAGE>
LIEN FOR 27. Tenant hereby pledges and assigns to Landlord as
PAYMENT security for the payment of any and all rent or other sums or
OF RENT amounts provided for herein, all of the furniture, fixtures,
goods and chattels of Tenant which shall or may be brought or
put or into said Leased Premises; and Tenant agrees that said
lien may b enforced by distress, foreclosure or otherwise, at
the election of Landlord. Tenant hereby expressly waives and
renounces for himself and family any and all homestead and
exemption rights he may now have or hereafter acquire under or
by virtue of the constitution and laws of the State of Florida
or of any other state, or of the United States, as against the
payment of said rental or any other obligation of damage that
my accrue under the terms of this Lease.
WAIVER OF 28. Failure of Landlord to declare any default
DEFAULT immediately upon occurrence thereof, or delay in taking any
action in connection therewith, shall not waive such default;
but Landlord shall have the right to declare any such default
at any time and take such action as might be lawful or
authorized hereunder, in law and/or in equity. No waiver by
Landlord of a default by Tenant shall be implied, and no
express waiver by Landlord shall affect any default other than
the default specified in such waiver and that only for the
time and extension therein stated.
No waiver of any term, provision, condition or
covenant of this Lease by Landlord shall be deemed to imply or
constitute, a further waiver by Landlord of any other term,
provision, condition or covenant of this Lease.
RIGHT OF 29. Landlord, or any of his agents, shall have the
ENTRY right to enter the Leased Premises during all reasonable hours
to examine the same or to make such repairs, additions or
alterations as may be deemed necessary for the safety,
comfort, or preservation thereof, or to said Building, or to
exhibit said Leased Premises at any time within one hundred
eighty (180) days before the expiration of this Lease. Said
right of entry shall likewise exist for the purpose of
removing placards, signs, fixtures, alterations, or additions
which do not conform to this Lease.
NOTICE 30. Any notice given Landlord as provided for in this
Lease shall be sent to Landlord by registered mail addressed
to Landlord at Landlord's Management Office. Any notice to be
given Tenant under the terms of this Lease, unless otherwise
stated herein, shall be in writing and shall be sent by
registered mail to the office of Tenant in the Building or
hand delivered to Tenant. Either party, from time to time, by
such notice, may specify another address to which subsequent
notice shall be sent.
LANDLORD 31. All automobile parking areas, driveways,
CONTROLLED entrances and exits thereto, Common Areas, and other
AREAS facilities furnished by Landlord, including all parking areas,
truck ways, loading areas, pedestrian walkways and ramps,
landscaped areas, stairways, corridors, and other areas and
improvements provided by Landlord for the general use, in
common, of tenants, their officers, agents, employees,
servants, invitees, licensees, visitors, patrons and customers
shall be at times subject to the exclusive control and
management of Landlord; and Landlord shall have the right from
time to time to establish, modify and enforce rules and
regulations with respect to all facilities and areas and
improvements; to police same; from time to time to change the
area, level and location and arrangement of parking areas and
other facilities hereinabove referred to; to restrict parking
to tenants, their officers, agents, invitees, employees,
servants, licensees, visitors, patrons and customers, to close
all or any portion of said areas or facilities to such extent
as may in the opinion of Landlord's counsel be legally
sufficient to prevent a dedication thereof or the accrual of
any rights to any person or the public therein, to close
temporarily all or any portion of the public areas, Common
Areas or facilities, to discourage non-tenant parking parking
and to do and perform such other acts in and to said areas and
improvements as, in the sole judgement of Landlord, Landlord
shall operate and maintain to Common Areas and other
facilities referred to in such reasonable manner as Landlord
shall determine from time to time. Without limiting the scope
of such discretion, Landlord shall have the full right and
authority to designate a manager of the parking facilities
and/or Common Areas and other facilities who shall have full
authority to make and enforce rules and regulations regarding
the use of the same or to employ all personnel and to make and
enforce all rules and regulations pertaining to and necessary
for the proper operation and maintenance of the parking area
and/or Common Areas and other facilities. Reference in this
paragraph to parking area and/or facilities shall in no way be
construed as giving Tenant hereunder any rights and/or
privileges in connection with such parking areas and/or
facilities unless such rights and/or privileges are expressly
set forth in Paragraph 16 hereof.
CONDITIONS 32. Tenant agrees to surrender to Landlord, at the
OF end of the Term of this Lease and/or upon any cancellation of
PREMISES this Lease, said Leased Premises in as good condition as said
ON TERMIN- Leased Premises were at the beginning of the Term of this
ATION OF Lease, ordinary wear and tear, and damage by fire or other
LEASE AND casualty not caused by Tenant's negligence excepted. Tenant
HOLDING agrees that if tenant does not surrender said Leased Premises
OVER to Landlord at the end of the Term of this Lease, then Tenant
shall pay to Landlord double the amount of the current rental
for each month or portion thereof that Tenant holds over plus
all damages that Landlord may suffer on account of Tenant's
failure to so surrender to Landlord possession of said Leased
Premises and shall indemnify and save Landlordlord harmless
from and against all claims made by any succeeding tenant of
said Leased Premises against Landlord on account of delay of
Landlord in delivering possession of said Leased Premises to
said succeeding tenant so far as such delay is occasioned by
failure to so surrender said Leased Premises in accordance
herewith or otherwise.
No receipt of money by Landlord from Tenant after
termination of this Lease or the service of any notice of
commencement of any suit or final judgement for possession
shall reinstate, continue or extend the Term of this Lease or
affect any such notice, demand, suit or judgement.
No act or thing done by Landlord or its agents during
the Term hereby granted shall be deemed an acceptance of a
surrender of the Leased Premises, and no agreement to accept a
surrender of the Leased Premises shall be valid unless it be
made in writing and subscribed by a duly authorized officer or
agent of Landlord.
OCCUPANCY 33. Tenant shall be responsible for and shall pay
TAX before delinquency all municipal, county or state taxes
assessed during the Term of this Lease against any occupancy
interest or personal property of any kind, owned by or placed
in, upon or about the Leased Premises by Tenant.
SIGNS 34. Landlord shall have the sole right to install on
the interior or exterior of the Building and Leased Premises
and/or change the Building's name or street address.
8
<PAGE>
TRIAL BY 35. It is mutually agreed by and between Landlord and
JURY Tenant that the respective parties hereto shall, and they
hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against
the other on any matters arising out of or in any way
connected with this Lease, the relationship of Landlord and
Tenant, and Tenant's use or occupancy of the Premises. Tenant
further agrees that it shall not interpose any counterclaims
in a summary proceeding or in any action based upon
non-payment of rent or any other payment required of Tenant
hereunder.
RELOCATION 36. Landlord expressly reserves the right at
OF TENANT Landlord's sole cost to remove Tenant from the Leased Premises
and to relocate Tenant in some other space of Landlord's
choosing of approximately the same dimensions and size within
the Building, which other space shall be decorated by Landlord
at Landlord's expense. Landlord shall have the right, in
Landlord's sole discretion, to use such decorations and
materials from the existing Premises, or other materials so
that the space in which Tenant is removed. Nothing herein
contained shall be construed to relieve Tenant or imply that
Tenant is relieved of the liability for or obligation to pay
any additional rent due by reason of the provisions of
Paragraph 4 of this Lease, the provisions of which paragraph
shall be applied to the space in which Tenant is relocated on
the same basis as said provisions were applied to the Premises
from which Tenant is removed. Tenant agrees that Landlord's
exercise of its election to remove and relocate Tenant shall
not terminate this Lease or release Tenant, in whole or in
part, from Tenant's obligation to pay the rents and perform
the covenants and agreements hereunder for the full Term of
this Lease.
CROSS 37. If the term of any lease, other than this Lease,
DEFAULT made by Tenant for any other space in the Building shall be
terminated or terminable after the making of this Lease
because of any default by Tenant under such other lease, such
default shall, ipso facto constitute a default hereunder and
empower Landlord at Landlord's sole option, to terminate this
Lease as herein provided in the event of default.
INVALIDITY OF 38. If any term, provision, covenant or condition of
PROVISION this Lease or the application thereof to any person or
circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease or the application
of such term, provision, covenant or condition to persons or
circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby and each term,
provision, covenant or condition of this Lease shall be valid
and be enforceable to the fullest extent permitted by law.
This Lease shall be construed in accordance with the laws of
the State of Florida.
TIME OF 39. It is understood and agreed between the parties
ESSENCE hereto that time is of the essence of all the terms,
provisions, covenants and conditions of this Lease.
MISCEL- 40. The terms "Landlord" and "Tenant" as herein
LANEOUS contained shall include singular and/or plural, masculine,
feminine and/or neuter, heirs, successors, executors,
administrators, personal representatives and/or assigns
wherever the context so requires or admits. The terms,
provisions, covenant and conditions of this Lease are
expressed in the total language of this Lease Agreement and
the paragraph headings are solely for the convenience of the
reader and are not intended to be all inclusive. Any formally
executed addendum to or modification of this Lease shall be
expressly deemed incorporated by reference herein unless a
contrary intention is clearly stated therein.
EFFECTIVE 41. Submission of this instrument for examination
DATE does not constitute an offer, right of first refusal,
reservation of or option for the Leased Premises or any other
space or premises in, on or about the Building. This
instrument becomes effective as a Lease only upon execution
and delivery by both Landlord and Tenant.
ENTIRE 42. This Lease contains the entire agreement between
AGREEMENT the parties hereto and all previous negotiations leading
thereto, and it may be modified only by an agreement in
writing signed by Landlord and Tenant. No surrender of the
Leased Premises, or of the remainder of the terms of this
Lease, shall be valid unless accepted by Landlord in writing.
Tenant acknowledges and agrees that Tenant has not relied upon
any statement, representation, prior written or
contemporaneous oral promises, agreements or warranties except
such as are expressly herein.
DUAL 43. Tenant represents and warrants that it has dealt
AGENCY with no broker, agent or other person in connection with this
DISCLOSURE transaction and that no broker, agent or other person brought
about this transaction, other than The Allen Morris Company
and the cooperating Broker, if any. The Allen Morris Company,
as agent for Landlord, shall be compensated by Landlord and
the Cooperating Broker, if any, who is subagent of The Allen
Morris Company, shall be compensated by Landlord. Tenant
agrees to indemnify and hold Landlord harmless from and
against any claims by any other broker, agent or other person
claiming a commission or other form of compensation by virtue
of having dealt with Tenant with regard to this leasing
transaction. The provisions of this paragraph shall survive
the termination of this Lease.
FORCE 44. Neither Landlord nor Tenant shall be required to
MAJEURE perform any term, condition or covenant in this Lease so long
as such performance is delayed or prevented by force majeure,
which shall mean acts of God, labor disputes, (whether lawful
or not), material or labor shortages, restrictions by any
governmental authority, civil riots, floods, and any other
cause not reasonably within the control of Landlord or Tenant
and which by the exercise of due diligence Landlord or Tenant
is unable, wholly or in part, to prevent or overcome. Lack of
money shall not be deemed force majeure.
RADON GAS 45. 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.
9
<PAGE>
USE OF 46. Tenant shall not cause or permit any Hazardous
HAZARDOUS Material to be brought upon, kept or used in or about the
MATERIALS Premises or the Building by Tenant, its agents, employees,
contractors or invitees. If Tenant breaches this obligation,
Tenant shall indemnify, defend and hold Landlord harmless from
any and all claims, judgements, damages, penalties, fines,
costs, liabilities or losses (including without limitation,
diminution in value of the Premises or the Building, damages
for the loss or restriction on use of rentable space or of any
amenity of the Premises or the Building, damages arising from
any adverse impact on marketing of space, and sums paid in
settlement of claims, attorney's fees, consultant fees and
expert fees) which arise during or after the lease Term as a
result of such contamination. This indemnification of Landlord
by Tenant includes, without limitation, costs incurred in
connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by any
federal, state or local governmental agency or political
subdivision because of Hazardous Material present in the soil
or ground water, in the Premises or in the Building.
Without limiting the foregoing, if the presence of
any Hazardous Material on the Premises or in the Building
caused by Tenant, its agents, employees, contractors or
invitees results in any contamination of the Premises and/or
the Building, Tenant shall promptly take all actions at its
sole expense as are necessary to return the Premises and/or
the Building to the conditions existing prior to the
introduction of any such Hazardous Material to the Premises;
provided that Landlord's approval of such actions shall first
be obtained, which approval shall not be unreasonably withheld
so long as such actions would not potentially have any
material adverse long-term or short-term effect on the
Premises and/or the Building. The foregoing indemnity shall
survive the expiration or earlier termination of this Lease.
As used herein, the term "Hazardous Material" means such
hazardous or toxic substance, material or waste, including,
but not limited to, those substances, materials, and wastes
listed in the United State Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40
CFR Part 302) and amendments thereto, or such substances,
materials and wastes that are or become regulated under any
applicable local, state or federal law. Landlord and its
agents shall have the right, but not the duty, to inspect the
Premises at any time to determine whether Tenant is complying
with the terms of this Lease. If Tenant is not in compliance
with this Lease, Landlord shall have the right to immediately
enter Premises to remedy any contamination caused by Tenant's
failure to comply notwithstanding any other provision of this
Lease. Landlord shall use its best efforts to minimize
interference with Tenant's business but shall not be liable
for any interference caused thereby. Any default under this
paragraph shall be a material default enabling Landlord to
exercise any of the remedies set forth in this Lease.
10
<PAGE>
ADDENDUM
Attached to and made a part of this Lease dated June ____, 2000 between Airport
Commerce Park, Inc. As Landlord and ValuSALES.Com, Inc. , as Tenant covering
approximately 2,762 square feet of net rentable space at the Building known as
Airport Commerce Park, Suite(s) 206, 207, 208, & 209 located at 4101 Ravenswood
Road, Dania, Florida 33312.
48) LANDLORD'S WORK: Landlord shall provide and install a wet sink and provide a
table for Tenant's microwave oven. Landlord shall make necessary repairs to
any inoperable door handles.
49) Landlord shall provide Tenant with one (1) option to renew the lease with
the following provisions:
a) Lease shall not be in default.
b) The lease rate shall be the then lease rate plus four percent (4%)
annual increases.
c) The renewal term shall be for two (2) years.
d) Tenant shall notify Landlord in writing no later than one hundred
twenty (120) days prior to the expiration of the lease of the intent to
exercise the option to renew.
50) Landlord and Tenant agree to have a walk thru to determine the condition of
the demised space thirty (30) days prior to the termination of the Lease. If
the space is found to be in the same condition as when Tenant took occupancy,
normal wear and tear excepted, and lease is not in default, Landlord will
allow the 24th month's rent to be deducted from the security deposit. The
balance of the security deposit shall be held by Landlord until Tenant
vacates premises and fulfills the obligations per para. #6 and #32 of the
lease.
11
<PAGE>
RULES AND REGULATIONS
The following Rules and Regulations, hereby accepted by Tenant, are
prescribed by Landlord to enable Landlord to provide, maintain, and operate, to
the best of Landlord's ability, orderly, clean and desirable premises, Building
and parking facilities for tenants therein at as economical a cost as reasonably
possible and in as efficient a manner as reasonably possible, to assure security
for the protection of tenants so far as reasonably possible, and to regulate
conduct in and use of said Premises, Building and parking facilities in such
manner as to minimize interference by others in the proper use of same by
Tenant.
1. Tenant, its officers, agents, servants and employees shall not block
or obstruct any of the entries, passages, doors, elevator doors, hallways or
stairways of Building or parking facilities, or place, empty or throw any
rubbish, litter, trash or material of any nature into such areas, or permit such
areas to be used at any time except for ingress or egress of Tenant, its
officers, agents, servants, employees, patron, licensees, customers, visitors or
invitees.
2. The movement of furniture, equipment, merchandise or materials
within, into or out of the Leased Premises, Building or parking facilities shall
be restricted to time, method and routing of movement as determined by Landlord
upon request from Tenant and Tenant shall assume all liability and risk to
property, Premises and Building in such movement. Tenant shall not move
furniture, machines, equipment merchandise or materials within, into or out of
the Building, Leased Premises or parking facilities without having first
obtained a written permit from Landlord twenty-four (24) hours in advance.
Safes, large files, electronic data processing equipment and other heavy
equipment or machines shall be moved into Leased Premises, Building or parking
facilities only with Landlord's written consent and placed where directed by
Landlord.
3. No sign, door plaque, advertisement or notice shall be displayed,
painted or affixed by Tenant, its officers, agents, servants, employees,
patrons, licensees, customers, visitors or invitees in or on any part of the
outside or inside the Building, parking facilities or Leased Premises without
prior written consent of Landlord and then only of such color, size, character,
style and materials and in such places as shall be approved and designated by
Landlord. Signs on doors and entrances to Leased Premises shall be placed
thereon by a contractor designated by Landlord and paid for by Tenant.
4. Landlord shall not be responsible for lost or stolen property,
equipment, money or any article taken from Leased Premises, Building or parking
facilities regardless of how or when loss occurs.
5. No additional locks shall be placed on any door or changes made to
existing locks in Building without the prior written consent of Landlord.
Landlord shall furnish two keys to each lock on doors in the Leased Premises and
Landlord, upon request of Tenant, shall provide additional duplicate keys at
Tenant's expense. Landlord may, at all times, keep a pass key to the Leased
Premises. All keys shall be returned to Landlord promptly upon termination of
this Lease.
6. Tenant, its officers, agents, servants or employees shall do no
painting or decorating in Leased Premises, or mark, paint or cut into, drive
nails or screw into or in any way deface any part of Leased Premises or Building
without the prior written consent of Landlord. If Tenant desires signal,
communication, alarm or other utility or service connection installed or
changed, such work shall be done at expense of Tenant, with the approval and
under the direction of Landlord.
7. Landlord reserves the right to:
(I) Close the Parking Areas at 6:00 p.m., subject, however,
to Tenant's right to admittance under regulations prescribed
by Landlord, and to require the persons entering the Building
to identify themselves and establish their right to enter or
to leave the Building; Tenant shall have access to parking
after hours by Landlord providing Tenant with security gate
access card(s).
(ii) close all parking areas between the hours of 6:00 p.m.
and 7:00 a.m. during the week days; and
(iii) close all parking areas on weekends and holidays.
8. Tenant, its officers, agents, servants and employees shall not
permit the operation of any musical or sound producing instruments or device
which may be heard outside Leased Premises, Building or parking facilities, or
which may emanate electrical waves which shall impair radio or televisions
broadcasting or reception from or in Building.
9. Tenant, its officers, agents, servants and employees shall, before
leaving Leased Premises unattended, close and lock all doors and shut off all
utilities; damage resulting from failure to do so shall be paid by Tenant.
Before closing of the day and leaving the said Premises each Tenant shall see
that all blinds and/or draperies are pulled and drawn.
10. All plate and other glass now in Leased Premises or Building which
is broken through cause attributable to Tenant, its officers, agents, servants
and employees, patrons, licensees, customers, visitors or invitees shall be
replaced by and at expense of Tenant under the direction of Landlord.
11. Tenant shall give Landlord prompt notice of all accidents to or
defects in air conditioning equipment, plumbing, electric facilities or any part
or appurtenance of Leased Premises.
12. The plumbing facilities shall not be used for any other purpose
than that for which they are constructed, and no foreign substance of any kind
shall be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by Tenant, who
shall, or whose officers, employees, agents, servants, patrons, customers,
licensees, visitors or invitees shall have caused it.
12
<PAGE>
13. All contractors and/or technicians performing work for Tenant
within the Leased Premises, Building or parking facilities shall be referred to
Landlord for approval before performing such work. This shall apply to all work
including, but not limited to, installation of telephones, telegraph equipment,
electrical devices and attachments, and all installations affecting floors,
walls, windows, doors, ceiling, equipment or any other physical feature of the
Building, Leased Premises or parking facilities. None of this work shall be done
by Tenant without Landlord's prior written approval.
14. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules without the prior written consent of Landlord.
15. Glass panel doors, that reflect or admit light into the passageways
or into any place in the Building shall not be covered or obstructed by Tenant,
and Tenant shall not permit, erect, and/or place drapes, furniture, fixtures,
shelving, display cases or tables, lights or signs and advertising devices in
front of or in proximity of interior and exterior windows, glass panels, or
glass doors providing a view into the interior of the Leased Premises unless
same shall have first been approved in writing by Landlord.
16. Canvassing, soliciting and peddling in the Building or parking
facilities is prohibited and each Tenant shall cooperate to prevent the same. In
this respect, Tenant shall promptly report such activities to the Property
Management office.
17. There shall not be used in any space, or in the public halls of the
Building, either by any Tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.
18. In the event Tenant must dispose of crates, boxes, etc., which
shall not fit into office wastepaper baskets, it shall be the responsibility of
Tenant with Landlord's assistance to dispose of same. In no event, shall Tenant
set such items in the public hallways or other areas of Building or parking
facilities, excepting Tenant's own Premises, for disposal.
19. Tenants are cautioned in purchasing furniture and equipment that
can easily fit on the elevator and can pass through the doors of the Leased
Premises. Large pieces should be made in parts and set-up in the Leased
Premises. Landlord reserves the right to refuse to allow any furniture or
equipment of any description to be placed in the Building which does not comply
with the above conditions.
20. Tenants shall be responsible for any damage to the Leased Premises,
including carpeting and flooring, as a result of rust or corrosion of file
cabinets, roller chairs, metal objects or spills of any type of liquid.
21. If the Premises demised to Tenant become infested with vermin,
Tenant, at its sole cost and expense, shall cause its premises to be
exterminated from time to time, to the satisfaction of Landlord, and shall
employ such extermination therefore as shall be approved by Landlord.
22. Tenant shall not install any antenna or aerial wires, or radio or
television equipment, or any other type of equipment, inside or outside the
Building, without Landlord's prior approval in writing, and upon such terms and
conditions as may be specified by Landlord in each and every instance.
23. Tenant shall not advertise the business, profession or activities
of Tenant in any manner which violates the letter of spirit of any code of
ethics adopted by any recognized association or organization pertaining thereto,
or use the name of the Building for any purpose other than that of the business
address of Tenant or use any letterhead, envelopes, circulars, notices,
advertisements, containers or wrapping material without Landlord's express
consent in writing.
24. Tenant, its officers, agents, employees, servants, patrons,
customers, licensees, invitees and visitors shall not solicit business in the
Building's parking facilities or Common Areas, nor shall Tenant distribute any
handbills or other advertising matter in automobiles parked in the Building's
parking facilities.
25. Tenant shall not conduct its business in such manner as to create
any nuisance, or interfere with, annoy or disturb any other Tenant in the
Building, or Landlord in its operation of the Building or commit waste or suffer
or permit waste to be committed in the Leased Premises, Building or parking
facilities. In addition, Tenant shall not allow its officers, employees, agents,
servants, patrons, customers, licensees, and visitors to conduct themselves in
such a manner as to create any nuisance or interfere with, annoy or disturb any
other Tenant in the Building or Landlord in its operation of the Building or
commit waste or suffer or permit waste to be committed in the Leased Premises,
Building or parking facilities.
26. Tenant, its officers, agents, servants and employees shall not
install or operate any refrigerating, heating or air conditioning apparatus or
carry on any mechanical operation or bring into Leased Premises, Building or
parking facilities any flammable fluids or explosives without permission of
Landlord.
27. Tenant, its officers, employees, agents and servants shall not use
Leased Premises, Building or parking facilities for housing, lodging or sleeping
purposes or for the cooking or preparation of food without prior written consent
of Landlord.
28. Tenant, its officers, employees, agents, servants, patrons,
customers, licensees, visitors or invitees shall not bring into parking
facilities, Building or Leased Premises or keep on Leased Premises any fish,
fowl, reptile, insect, or animal or any bicycle or other vehicle without the
written consent of Landlord.
29. Neither Tenant nor any officers, employees, agents, servants,
patrons, customers, licensees, visitors or invitees of any Tenant shall go upon
the roof of the Building without the written consent of Landlord.
30. Tenants employing laborers or others outside of the Building shall
not have their employees paid in the Building, but shall arrange to pay their
payrolls elsewhere.
13
<PAGE>
GUARANTEE OF LEASE
WHEREAS, a certain Lease, hereinafter referred to as "Lease," of even date
herewith has been, or shall be, executed by and between , therein and herein
referred to as "Landlord", and , therein and herein referred to as "Tenant",
covering certain premises in , County, State of Florida; and
WHEREAS, Landlord under the Lease requires as a condition to this execution of
the Lease that the undersigned guarantee the full performance of the obligations
of Tenant under this Lease; and
WHEREAS, the undersigned is desirous that Landlord enter into the Lease with
Tenant,
NOW, THEREFORE, in consideration of the execution of the Lease by Landlord, and
in consideration of other good and valuable consideration, receipt of which is
hereby acknowledged, the undersigned hereby unconditionally guarantees the full
faithful and punctual performance of each and all of the terms, covenants,
agreements and conditions of the Lease to be kept and performed by Tenant, in
accordance with and within the time prescribed by the Lease, including, but not
limited to, the payment of all rentals and other charges to accrue thereunder.
The undersigned further agrees as follows:
1. This covenant and agreement on its part shall continue in favor of
Landlord notwithstanding and extension, modification, amendment, or alteration
of the Lease entered into by and between the parties thereto, or their
successors or assigns, and notwithstanding any assignment of the Lease, with or
without the consent of Landlord, and no extension, modification, amendment,
alternation, or assignment of the Lease, and no forbearance which may be granted
to Tenant, and no waiver by Landlord, and no other agreements between Landlord
and Tenant (with or without notice to or knowledge of the undersigned) shall in
any manner release or discharge the undersigned; and it does hereby consent
thereto.
2. This Guarantee shall continue unchanged by any bankruptcy,
reorganization or insolvency of Tenant or any successor or assignee thereof or
by any disaffirmance or abandonment by a trustee of Tenant.
3. Landlord may, without notice, assign this Guarantee of Lease in
whole or in part and no assignment or transfer of the Lease shall operate to
extinguish or diminish the liability of the undersigned hereunder.
4. The liability of the undersigned under this Guarantee of Lease shall
be primary and in any right of action which shall accrue to Landlord under the
Lease, Landlord may, at its option, proceed against the undersigned without
having commenced any action, or having obtained any judgment, against Tenant.
5. The undersigned shall pay Landlord's attorney's fees, including
appellate fees, and all costs incurred in any collection or attempted collection
or in any negotiations relative to the obligations hereby guaranteed or in
enforcing this Guarantee of Lease against the undersigned, individually and
jointly.
6. The undersigned does hereby waive any and all notices and demands by
Landlord, including, but not limited to, default in the payment of rent or any
other amounts contained or reserved in this Lease.
7. The undersigned does hereby waive: (a) notice of acceptance of this
Guarantee; (b) demand of payment, presentation and protest; (C) all right to
assert or plead any statute of limitations as to or relating to this Guarantee
and the Lease; (d) any right to require Landlord to proceed against Tenant or
any other Guarantor or any other person or entity liable to Landlord; (e) any
right to require Landlord to apply to any default, any Security Deposit or other
security it may hold under the Lease; (f) any right to require Landlord to
proceed under any other remedy Landlord may have before proceeding against
Guarantor; and (g) any right of subrogation.
8. The undersigned does hereby subrogate all existing or future
indebtedness of Tenant to Guarantors to the obligations owed to Landlord under
the Lease and this Guarantee.
9. Any married person who signs this Guarantee expressly agrees that
recourse may be brought against his/her separate property for all of his/her
obligations hereunder.
10. The obligations of Tenant under the Lease to execute and deliver
estoppel statements and financial statements, as therein provided, shall be
deemed to also require the Guarantor hereunder to do and provide the same
relative to Guarantors.
11. The use of the singular herein shall include the plural. The
obligation of two (2) or more parties shall be joint and several. The terms and
provisions of this Guarantee shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties herein named.
12. GUARANTOR AND LANDLORD HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY LITIGATION BASED UPON THE LEASE, THIS GUARANTY OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THE LEASE OR THIS GUARANTY, INCLUDING ANY ACTION,
PROCEEDING OR COUNTERCLAIM IN CONNECTION THEREWITH. THIS PROVISIONS IS A
MATERIAL INDUCEMENT FOR LANDLORD ENTERING INTO THE LEASE.
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
executed as of even date with said Lease.
<TABLE>
<CAPTION>
----------------------------------------------------- -----------------------------------------------------
(Guarantor) (Guarantor's Spouse)
<S> <C> <C>
----------------------------------------------------- -----------------------------------------------------
Social Security No. Driver's License No./State Social Security No. Driver's License No./State
-------------------------------------------------------------------------
Home Address Phone
(This Guarantee of Lease must be completed in full prior to submission to Landlord for execution.)
</TABLE>
14
