REAL ESTATE LEASE
This Lease Agreement is made effective as of the 20th day of February
1995, by and between B&D Trust ("Landlord") and DynEco International, Inc.
("Tenant"). The parties agree as follows:
1. PREMISES. Landlord, in consideration of the lease payments
provided in this Agreement, leases to Tenant 4,172 Square Feet in a Building
located at International Place, Lot #9, Rockledge, Brevard County, Florida for a
lease rate of $4.50 square foot plus 6% sales tax, triple net.
2. PARKING. Tenant shall be entitled to use fifteen (15) parking
spaces adjacent to the Building for the parking of the Tenant's (or the Tenant's
customers') motor vehicles.
3. TERM. The lease term shall commence on approximately
February 20, 1995 and shall terminate on February 20, 1996. In the event
construction delays occupancy of the Tenant, then the term of the lease shall
commence on the day that the Tenant occupies the Premises when it is
substantially ready for occupancy by Tenant (with rent to be prorated for any
partial month) but no such delay shall extend the lease termination date.
4. This lease is automatically renewed for an additional one (1)
year period unless agreed otherwise by the tenant and owner in writing thirty
(30) days prior to the end of the lease. If tenant agrees to move to a newer
larger facility, on International Place provided and constructed by B & D Trust
with mutual acceptable terms and conditions then a new lease shall be written.
Rent for the additional period shall be calculated based on the percentage
change in the U.S. Department of Labor Cost of Living Index for the period of
the lease, but in no case, more than 3% per year.
5. LEASE PAYMENTS. This Lease is for one (1) year at Eighteen
Thousand Seven Hundred Seventy Four Dollars ($18,774.00) per year plus sales
tax. Tenant shall pay to Landlord monthly lease payments of One Thousand Five
Hundred Sixty Four Dollars and Fifty Cents ($1,564.50) plus sales tax, payable
in advance, on the first (1st) day of each month.
6. SECURITY DEPOSIT. Tenant has previously paid security deposit of
Two Thousand Seven Hundred ($2,700.00) for the initial 1,800 square feet. This
security deposit will be used for the entire 4,172 square feet. Sales tax of
$162.00 previously paid to the Landlord will be refunded to the Tenant.
Security deposit shall be refunded provided there are no Tenant caused damages,
less normal wear and tear, after vacation of the premises by the Tenant and
inspection by the Landlord. Landlord shall not be obligated to segregate such
deposit and may commingle same with landlord's own funds.
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7. POSSESSION. Tenant shall be entitled to possession on the first
(1st) day of the term of this Lease, and shall yield possession to Landlord on
the last day of the term of this Lease, unless otherwise agreed by both parties
in writing or delayed by construction.
8. MAINTENANCE. Landlord shall have the obligation to maintain the
foundations, all external and all load bearing walls, roof, heating and air
conditioning systems and parking areas in good repair at all times. All other
maintenance of Tenant's area by Tenant.
9. ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent
(which shall not be unreasonably withheld), Landlord shall have the right to
enter the Premises to make inspections, make repairs, provide necessary services
or show the unit to prospective buyers, mortgagees, tenants or workmen. As
provided by law, in the case of an emergency, Landlord may enter the Premises
without Tenant's consent.
10. UTILITIES AND SERVICES. Tenant shall be responsible for all
utilities and services in connection with Tenant's area of the Building,
including janitorial maintenance for the 4,172 square foot area leased by the
Tenant. The lease is an absolute net lease and all property taxes, water,
sewer, interior maintenance, exterior nonstructural maintenance (grounds care,
etc.), impact fees and insurance will be paid by the Tenant to the extent
attributable to Tenant's leased space. The Tenant agrees to pay his pro-rata
share of the estimated costs for the above on a monthly basis or as the bills
are received and due from the municipalities. This will be adjusted as bills
are received. In addition, the Tenant will pay for one hundred percent (100%)
of the cost to repair damage caused by Tenant, unless covered by the hazard
insurance described below. All other utility bills will be paid directly by the
Tenant. All triple net expenses are subject to 6% sales tax.
11. LIABILITY INSURANCE. Tenant shall maintain public liability
insurance with personal injury limits of at least One Million Dollars
($1,000,000.00) for injury to one person and One Million Dollars ($1,000,000.00)
for any one occurrence, and a limit of at least Five Hundred Thousand Dollars
($500,000.00) for damage to property. Tenant shall deliver appropriate evidence
to Landlord as to proof that adequate insurance is in force. Landlord shall
have the right to require that the Landlord receive notice of any termination of
such insurance policies. Landlord shall obtain allrisk hazard insurance
covering the Building on a replacement cost basis with a deductible not to
exceed Five Hundred Dollars ($500.00), which insurance shall provide for waiver
of subrogation against Tenant (and Landlord does so waive recovery rights
against Tenant to the extent of such insurance). Tenant shall pay his
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proportionate share of such hazard insurance (based on square footage).
12. TAXES. Taxes attributable to the Building or the use of the
Building shall be allocated as follows: Tenant shall pay all real estate,
personal property taxes and assessments including impact fees which are
attributable to its leased portion of the Building. Real estate taxes shall be
apportioned between Landlord and Tenant, based on square footage of the Building
occupied by Tenant and square footage occupied by others or vacant. These taxes
are subject to 6% sales tax.
13. INDEMNITY REGARDING USE OF PREMISES. Tenant agrees to indemnify,
hold harmless and defend Landlord from and against any and all losses, claims,
liabilities and expenses, including reasonable attorney fees, if any, which
Landlord may suffer or incur in connection with Tenant's use of the Building,
other than as resulting from landlord's negligence, wilful misconduct or breach
of this Lease or as otherwise provided by this Lease.
14. DANGEROUS MATERIALS. Tenant shall not keep or have on the
Premises any article or thing of an unreasonably dangerous, inflammable or
explosive character that might substantially increase the danger of fire on the
Premises, or that might be considered hazardous by a responsible insurance
company, unless prior written consent of Landlord is obtained and proof of
adequate insurance protection is provided by Tenant to Landlord.
15. The Tenant shall not assign this Lease, or sublet, or under such,
lease the Premises or any part thereof, except to an affiliate of Tenant, or
occupy or permit or suffer the same to be occupied for any business or purpose
deemed disreputable or extra hazardous on account of fire.
16. No alterations, additions or improvements shall be made in or to
the Premises without the consent of the Landlord in writing and all additions
and improvements made by the Tenant shall belong to the Landlord, unless agreed
to in writing beforehand by the Landlord.
17. The Tenant shall neither place, nor allow to be placed, any sign
or signs in or about Premises, except in or at such place or places as may be
approved by the Landlord in writing.
18. It is expressly agreed and understood by and between the parties
of this Lease, that the Landlord shall not be liable for any damage or injury to
person or property caused by or resulting from steam, electricity, gas, water,
rain, ice or any leak or flow from or into any part of the Building, or from any
damage or injury resulting or arising from any other cause or happening
whatsoever, unless due to the negligence, wilful misconduct or breach of this
Lease by the Landlord.
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19. The failure of the Landlord to insist upon strict performance of
any of the covenants or conditions of this Lease or to exercise any option
herein conferred in any one or more instances, shall not be construed as a
waiver or relinquishment for the future of any such covenants, conditions or
options, but the same shall be and remain in full force and effect.
20. MECHANICS' LIEN. Neither the Tenant nor anyone claiming through
the Tenant, shall have the right to file mechanics' liens or any other kind of
lien on the Premises. Further, Tenant agrees to give actual advance notice to
any contractors, subcontractors or suppliers of goods, labor or services that
such liens will not be valid.
21. DEFAULTS. Tenant shall be in default of this Lease if Tenant
fails to fulfill any obligation or term under this Lease by which Tenant is
bound. Subject to any governing provisions of law to the contrary, if Tenant
fails to cure any financial obligation within ten (10) days (or any other
obligation within thirty (30) days) after written notice of such default is
proved by Landlord to Tenant, Landlord may take possession of the Premises
without further notice and without prejudicing Landlord's rights to damages. In
the alternative, Landlord may elect to cure any default and the cost of such
action shall be added to Tenant's financial obligations under this Lease. Each
party shall pay all costs, damages and expenses suffered by the other party by
reason of such party's defaults, including reasonable attorneys' fees.
22. ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any
interest in the Premises, except to an affiliate of Tenant, without the prior
written consent of Landlord, which shall not be unreasonably withheld. The
owner, B & D Trust, reserves the right to assign this lease at its discretion.
23. NOTICE. Notices under this Lease shall not be deemed valid
unless given or served in writing and forwarded by certified mail, postage
prepaid, addressed as follows:
If to Landlord, to: B&D Trust or assigned
P. O. Box 561251
Rockledge, FL 32956-1251
If to Tenant, to: DynEco International, Inc.
564 International Place
Rockledge, FL 32955
Such addresses may be changed from time to time by either party by providing
notice as set forth above.
24. ENTIRE AGREEMENT/AMENDMENT. This Lease contains the entire
agreement of the parties and there are no other promises or
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conditions in any other agreement whether oral or written. The Lease may be
modified or amended in writing, if the writing is signed by the party
obligated under the amendment.
25. SEVERABILITY. If any portion of this Lease shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this Lease
is invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.
26. SUBORDINATION OF LEASE. This Lease is subordinate to any
mortgage that now exists, or may be given later by Landlord, with respect to the
Premises, and Tenant shall execute subordination agreements as requested by
Landlord, provided, the mortgagee agrees to not disturb Tenant's possession and
rights under this Lease so long as Tenant is not in default under this Lease.
27. Tenant's occupancy or moving into the premises constitutes
Tenant's acceptance of the premises.
28. DESTRUCTION/CONDEMNATION. Should the Building suffer any
material damage or destruction or be taken through condemnation or eminent
domain and Tenant's use of the Premises is adversely affected, Tenant may, by
written notice delivered to Landlord on or before thirty (30) days after the
damage, destruction or taking, terminate this Lease with Tenant to vacate the
premises within thirty (30) days of such termination and rent to be paid on a
pro rata basis through the date of vacating.
29. This lease is contingent upon the owner receiving and approving
financing for the project with terms, conditions and rates acceptable to the
owner.
30. All of the tenant's obligations pursuant to this lease shall be
joint and several, and all rights and remedies of the parties shall be
cumulative and non-exclusive of any other remedy.
31. IMPROVEMENTS. Landlord will construct a privacy wall in the
warehouse space between DynEco and Sonman, Inc. Landlord will pay for this
construction.
Landlord will construct a reception area wall in the front lobby.
This wall will be 47" long by 48" high with a 16" end. It is agreed between the
Landlord and Tenant that the cost for this reception wall will be equally shared
by both parties. The quote to complete this work including labor and materials
is $447.84.
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IN WITNESS WHEREOF, the parties have executed this Lease as of the
date first shown above.
Witnessed in the Presence of: Landlord:
/s/ Elizabeth L. Gordinin B&D Trust
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/s/ Tamara D. Neal By /s/ Linda Haney
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Linda Haney, Trustee [COPY ILLEGIBLE]
Date 2/10/95
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Tenant:
/s/ Patricia G. Besser DynEco International, Inc.
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/s/ Tracie Powell By /s/ Richard Besser
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Richard Besser, Chairman of the Board
Date 2-7-95
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