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Exhibit 10.25
BOCA INDUSTRIAL PARK
INDUSTRIAL LEASE AGREEMENT
LANDLORD: WRC PROPERTIES, INC.
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TENANT: REXALL SUNDOWN, INC.
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DATE: APRIL 17, 1996
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INDUSTRIAL LEASE
INDEX
TITLE PAGE PARAGRAPH
Term 1 1
Rent 1 2
Security 3 3
Use 3 4
Assignment 3 5
Construction, Applicable Law 5 6
Preparation of the Premises:
"As is" 5 7
Acceptance of the Premises 5 8
Repairs and Maintenance 5 9
Alterations 6 10
Delay or Possession 6 11
Destruction or Damage 6 12
Default: Landlord's Remedies 8 13
Additional Rent 10 14
Subordination 10 15
Indemnification 11 16
Insurance 12 17
Waiver 12 18
Broker(s) 12 18
Notices 12 19
Rules and Regulations 13 20
Liens 13 21
Transfer of Landlord 13 22
Condemnation 14 23
Peaceful Possession 14 24
Access, Changes in Building
Facilities Name 14 25
Surrender, Holding Over 15 26
Utilities 15 27
Security Systems 16 28
Common Areas 16 29
Relocation of Tenant 16 30
Signs 17 31
Hazardous Waste 17 32
Radon Gas 17 33
Entire Agreement 17 34
Code Compliance 18 35
Waiver of Jury Trial 18 36
Exhibit "A" - Site Plan 19 37
Exhibit "B" - Rules and Regulations 20
Exhibit "C" - Sign Requirements 22
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INDUSTRIAL LEASE
THIS LEASE AGREEMENT, dated as of the ______ day of ________, 19 __ by
and between WRC Properties, Inc., a Delaware corporation referred to as
"LANDLORD", and Rexall Sundown, Inc., a Florida corporation hereinafter
referred to as "Tenant":
W I T N E S S E T H:
LANDLORD hereby leases to TENANT and TENANT hereby hires from LANDLORD:
Space located at: 7674-7684 N.W. 6th Avenue (Bldg. 204)
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Boca Raton, FL 33487
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of Boca Industrial Park
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hereinafter referred to as the "Premises" or "Demised Premises", for the term
hereinafter stated, for the rents hereinafter reserved, and upon and subject to
the terms, conditions and covenants hereinafter provided.
1. TERM:
The term of this Lease shall commence on May 1, 1996 and end at
midnight on April 30, 1997.
2. RENT:
The rent reserved under this Lease for the term hereof shall be and
consist of:
A. Base Rent of $See Page 1A per year, shall be payable in advance,
in equal monthly installments, without deduction or set-offs and without prior
demand therefore, on the first day of each and every calendar month during the
term of this Lease except that TENANT shall pay, upon execution and delivery of
this Lease by TENANT, the sum of $11,925.00*, together with $5,167.50*,
representing the first month's portion of the estimated share of expenses per
section 14 of this Lease entitled "Additional Rent" plus applicable sales tax,
to be applied against the first installment of Base Rent becoming due under
this lease.
* include sales tax
B. All taxes in the nature of sales, use, or similar taxes, now or
hereinafter assessed or levied by any taxing authority upon the payment of
fixed rent or Additional Rent as permitted to collect from TENANT, shall be
payable simultaneously with the payment of Base Rent or Additional Rent.
C. TENANT covenants and agrees to pay a late charge for any payment of
Base Rent not received by LANDLORD on or before the tenth (10th) day of each
month and for any other payment, such as Additional Rent, not received by
LANDLORD on or before the date when same is due. Said late charge shall be
computed from the first day of the month in the case of Rent and from the date
when same is due in case of Additional Rent. The amount of the late charge
shall be an amount equal to the interest commencing on the dates aforesaid,
ending on the date of receipt of the sum(s) by annum. In the event any late
charge is due to LANDLORD, LANDLORD shall advise TENANT in writing and TENANT
shall pay said late charge to LANDLORD not later than the date when the next
payment of Rent is due.
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REXALL SUNDOWN, INC.
RENT SCHEDULE
BASE RENT
Base Rent shall be as follows:
MONTHS $/SF ANNUAL RENT MONTHLY RENT
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01-12 $4.50 $135,000.00 $11,250.00
OPERATING EXPENSES (Section 14 "Additional Rent")
1996 Operating Expenses are estimated at $1.95 per square foot. Operating
expenses are adjusted annually based on a calendar year.
30,000 SF @ $1.95 = $58,500.00 or $4,875.00 per month.
SALES TAX
The state of Florida requires sales tax be charged on all rent and operating
expenses. The state sales tax is currently six percent (6%).
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E. Additional Rent consisting of all such other sums of money as shall
become due from and payable by TENANT to LANDLORD hereunder (for default in
payment of which LANDLORD shall have the same remedies as for a default in
payment of fixed rent); all to be paid to LANDLORD without demand, deduction,
or set off at its office, or such agent or such other place as Landlord may
designate by notice to TENANT, in lawful money of the United States of America.
Rent and Additional Rent shall be made payable to:
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WRC Properties, Inc.
c/o McCoy Realty Group
1815 Griffin Road, Suite 103
Dania, FL 33004
3. SECURITY:
TENANT simultaneously with the execution and delivery of this Lease has
deposited with LANDLORD, the sum of $16,125.00 receipt of which is hereby
acknowledged, which sum shall be retained by LANDLORD as security
for the payment by TENANT of the rents herein agreed to be paid by TENANT and
for the faithful performance by TENANT of the terms, conditions, and covenants
of this Lease. It is agreed that LANDLORD, at LANDLORD's option, may at any
time apply said sum or any part thereof toward the payment of the rents and any
other sum payable by TENANT under this lease, and/or toward the performance of
each and every of TENANT's covenants under this Lease and TENANT's liability
under this Lease shall thereby be reduced pro tanto; that TENANT shall remain
liable for any amounts that such sum shall be insufficient to pay; that
LANDLORD may exhaust any or all rights and remedies against TENANT before
resorting to said sum, but nothing herein contained shall require or be deemed
to require LANDLORD to do so; that, in the event this deposit shall not be
utilized for any of such purposes, then such deposit shall be returned by
LANDLORD to TENANT promptly after the expiration of the term of this Lease.
LANDLORD shall not be required to pay TENANT any interest on said security
deposit. Promptly upon demand by LANDLORD, TENANT shall deposit with LANDLORD
such additional sum as may be necessary to replace any amounts expended
therefrom by LANDLORD pursuant to the provisions hereof, so that there shall
always be a security deposit in the sum first set forth above.* * Landlord
shall provide written notice should Tenant's security deposit be applied in any
manner as described herein. Any amount of security deposit remaining at lease
expiration shall be refunded to Tenant within 45 days of the expiration date of
the Lease.
4. USE:
The TENANT will use and occupy the Premises for * and for no other use
or purpose. The TENANT will not create nor allow to be created any form of
pollution whether noise, smoke, or otherwise within or without the Demised
Premises. The Tenant shall at its own cost and expense obtain any and all
licenses and permits necessary for any such use.
*distribution, warehouse, packaging, and ancillary office
5. ASSIGNMENT:
TENANT may not assign, sublet, transfer, or dispose of this Lease
during the term hereof, or underlet the Demised Premises or any part thereof or
permit the Premises to be occupied by any other persons without the written
consent of LANDLORD first obtained in each case. If this Lease be assigned, or
if the Demised Premises or any part thereof be underlet or occupied by anybody
other than the TENANT, the LANDLORD may, at LANDLORD's option, after default by
the TENANT, collect rent from the assignee, under tenant, or occupant, and
apply the net amount collected to the rent herein reserved, but no such
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, under tenant or occupant as TENANT or a release of the TENANT from
the further observance and performance by the TENANT of the covenants herein
contained.
Notwithstanding the foregoing provisions of this paragraph, this Lease
may be assigned, sublet, or transferred to, or the Demised Premises may be
underlet to, or occupied by, in whole or in or part, (i) any corporation into
or with which TENANT may be merged or consolidated, or (ii) any corporation
which now or hereafter is an affiliate, subsidiary, parent, or successor of
TENANT, or (iii) any corporation which acquires all or a substantial portion of
the
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stock or assets of TENANT, or (iv) any partnership, the majority or controlling
interest in which shall be owned by TENANT, or an affiliate, subsidiary,
parent, or successor of TENANT, or by stockholders of TENANT or of an
affiliate, subsidiary, parent, or successor of TENANT, without the written
consent of LANDLORD.
If TENANT shall desire to make interior alterations in connection with
an assignment or subletting which is permitted hereunder, LANDLORD shall not
unreasonably withhold or delay its consent thereto.
For the purpose of this paragraph, a "subsidiary" or "affiliate" or a
"successor" of TENANT shall mean the following:
A. An "Affiliate" shall mean any corporation which, directly or
indirectly controls or is controlled by or is under common control with TENANT.
For this purpose "control" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such corporation, whether through the ownership of voting securities or by
contract or otherwise;
B. A "subsidiary" shall mean any corporation not less than fifty
percent (50%) of whose outstanding stock shall, at the time, be owned directly
or indirectly by TENANT;
C. A "successor" of TENANT shall mean:
(1) A corporation in which or with which TENANT, its corporate
successors, or assigns, is merged or consolidated, in accordance with
applicable statutory provisions for merger or consolidation of corporations,
provided that by operation of law or by the effective provisions contained in
the instruments of merger or consolidation, the liabilities of the corporations
participating in such merger or consolidation are assumed by the surviving such
merger or created by such consolidation; or
(2) A corporation or partnership acquiring this Lease and the term
hereby demised and a substantial portion of the property and assets or the
stock of TENANT, its corporate successors, or assigns or;
(3) A corporate or other entity resulting from a reorganization of
TENANT (not a reorganization under the Bankruptcy laws); or
(4) A corporate successor to a successor corporation becoming such
by any of the methods described in (1), (2), or (3), provided that on the
completion of such merger, consolidation, acquisition, or assumption, the
successor shall have a net worth no less than Tenant's net worth immediately
prior to such merger, consolidation acquisition, or assumption.
Acquisition, reorganization, or assumption by TENANT, its corporate
successors or assigns, of a substantial portion of the assets, together with
the assumption of all or substantially all of the obligations and liabilities
of any corporation, shall be deemed a merger of such corporation into TENANT
for the purpose of this paragraph.
Anything to the contrary notwithstanding, where the consent of the
LANDLORD is necessary to a proposed assignment or subletting, TENANT agrees to
notify the LANDLORD in writing of the name, address, terms of the proposed
sublease or assignment, proposed use, and such other data concerning the
assignee or sublessee as TENANT shall have obtained. LANDLORD shall have
thirty (30) days from such notice within which to (a) give its written consent
to such assignment or sublease with TENANT remaining fully liable for its
obligations under the Lease; (b) acquiesce to such assignment or sublease, but
terminate TENANT'S obligations under the Lease
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(provided LANDLORD and assignee or sublessee enter into a new Lease upon the
same terms as set forth in the proposed assignment or sublease); or (c) give
written notice that it is withholding its consent to the proposed assignment or
subletting in accordance with the applicable provisions of this Lease.
In the event of the transfer and assignment by Landlord of its interest in
this Lease and/or in the building containing the Leased Premises to a person
expressly assuming Landlord's obligations under this Lease, Landlord shall
thereby be released from any further obligations thereunder, and Tenant agrees
to look solely to such successor in interest of the Landlord for performance of
such obligations. Any security given by Tenant to secure performance of
Tenant's obligations hereunder may be assigned and transferred by Landlord to
such successor in interest, and Landlord shall thereby be discharged of any
further obligation relating thereto.
6. CONSTRUCTION, APPLICABLE LAW:
The words "LANDLORD" and "TENANT" as used herein shall include plural as
well as the singular. Words used in masculine gender include the feminine and
neuter. If there be more than one LANDLORD or TENANT, the obligations imposed
hereunder upon the LANDLORD and TENANT, shall be joint or several. The section
headings or titles in this Lease are not a part hereof and shall have no effect
upon the construction of interpretation of any part hereof. This Lease shall
be construed and enforced under the laws of the State of Florida. Should any
provisions of this Lease be illegal or unenforceable under such laws, it or
they shall be considered severable and this Lease and its conditions shall
remain in force and be binding upon the parties hereto just as though the
illegal or unenforceable provisions had never been included herein.
7. PREPARATION OF THE PREMISES: "AS IS"
Tenant shall accept space in "as-is" condition except Landlord will repair
overhead doors.
8. ACCEPTANCE OF THE PREMISES:
TENANT's failure to give written notice to LANDLORD at any time during the
thirty (30) day period after TENANT has taken possession of the Demised
Premises shall be conclusive evidence that the Demised Premises were in good
order and satisfactory condition on the day TENANT took possession. No promise
of the LANDLORD to alter, remodel, or improve the Demised Premises and no
representation respecting the condition of the Demised Premises have been made
by the LANDLORD to the TENANT, unless the same is contained herein or made a
part hereof, and the TENANT will make no claim on Account of any
representations whatsoever, whether made by any renting agent, broker, officer,
or other representatives of LANDLORD or which may be contained in any circular,
prospectus, or advertisement relating to the Demised Premises, unless the same
is specifically set forth or referenced in this Lease. The LANDLORD agrees
that it will promptly correct any of the work to be performed by the LANDLORD
under the terms of this lease which defects, inconsistencies or work are set
forth in the above referenced written notice to LANDLORD.
9. REPAIRS AND MAINTENANCE:
The TENANT will, at TENANT's sole cost and expense, keep the Demised
Premises in good repair and tenantable condition during the term of this Lease.
The repair and maintenance of the whole of the Demised Premises, including
without limitation, the nonstructural interior portions of the Demised
Premises; including storefronts, windows, doors, floor covering, plumbing,
ventilation, heating and air conditioning systems, shall be the sole
responsibility of the TENANT at the TENANT's expense.
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The TENANT will, at the termination of this Lease, by lapse of time or
otherwise, surrender the Premises in the same condition as when received,
reasonable wear and tear excepted, and shall surrender all keys for the
Premises to LANDLORD. TENANT shall remove all its trade fixtures leased
equipment and any alterations or improvements which LANDLORD requests to be
removed before surrendering the Premises as aforesaid and shall repair any
damage to the Premises caused thereby. TENANT's obligation to observe or
perform this covenant shall survive the expiration or other termination of the
term of the Lease.
The TENANT shall at its own cost and expense, enter into an annual
contract for regularly scheduled preventive maintenance and repair, with a
licensed maintenance contractor approved by the LANDLORD, for servicing and
repair of all heating and air conditioning systems and equipment serving the
Premises. Not later than thirty (30) days following the commencement of this
Lease and annually thereafter, TENANT shall furnish to LANDLORD a copy of the
air conditioning maintenance contract described above and proof that the annual
premium for the maintenance has been paid. Provided, if the Tenant enters into
the above referenced contract, Landlord shall replace any existing compressors
that will not function.
The service contract must include all services suggested by the equipment
manufacturer. The maintenance contractor shall keep a detailed record of all
services performed on the Premises and prepare a yearly service report to be
furnished to the TENANT and the LANDLORD at the end of each calendar year. The
LANDLORD may, but shall not be required to, upon notice to the TENANT, elect to
enter into such maintenance/service contract on behalf of the TENANT or perform
the work itself, and in either case, charge TENANT therefore, together with a
reasonable charge of overhead.
The LANDLORD agrees to repair and maintain in good order and condition the
roof, roof drains, exterior walls, parking lots, landscaping, exterior lighting
and the structural integrity of the interior and exterior of the Premises.
10. ALTERATIONS:
TENANT shall make no alterations, additions, installations, improvements,
or decorations in or to the Premises without the written consent of LANDLORD,
which consent shall be subject to the foregoing and upon such terms and
conditions as LANDLORD may require and stipulate in such consent, including
without limitations, (a) physical and spatial limitations, (b) governmental
approvals, (c) payment, (d) bonding to guarantee the payment of contractor's
fees, (e) indemnification, (f) liens, (g) designation of approved contractors
and subcontractors and (h) LANDLORD's insurer's requirements. This clause
shall not be construed to mean that the LANDLORD shall allow any mechanics'
liens upon the Premises based upon work ordered by the TENANT.
11. DELAY OR POSSESSION:
If the LANDLORD is unable to give possession of the Demised Premises on
the date stipulated in Paragraph I hereof as the commencement of the term
hereof, by reason of the LANDLORD not having fully completed construction of
the Demised Premises or 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, but nothing herein shall
operate to extend the term of this Lease beyond the expiration date; and said
abatement in rent shall be in the full extent of LANDLORD's liability to TENANT
for any loss or damage to TENANT on account of said delay in obtaining
possession of the Premises.
12. DESTRUCTION OR DAMAGE:
A. In the event that the Demised Premises shall be destroyed or
damaged or injured by fire or casualty during the term
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of this Lease, whereby all or a part thereof shall be rendered untenantable,
then the LANDLORD shall have the right, to be exercised by notice to TENANT
within thirty (30) days after casualty, to render such premises tenantable by
repairs within 180 days therefrom subject to extension for delays faced by
LANDLORD due to adjustment of insurance proceeds, labor trouble, governmental
controls, so-called acts of God, or any other cause beyond LANDLORD's
reasonable control. If said Premises are not rendered tenantable within said
time, it shall, be optional with either party hereto cancel this Lease, by
written notice to the other, and in any event of such cancellation the rent
shall be paid only to the date of such fire or casualty and paid rent refunded.
During any time that the Demised Premises are untenantable due to causes set
forth in this paragraph, the rent or a just and fair proportion thereof shall
be abated.
B. If the Demised Premises shall suffer damage to an extent that less
than fifteen percent (15%) of the building in which the Demised Premises are
located are rendered untenantable, then LANDLORD agrees to proceed promptly and
without expense to TENANT to repair the damage and restore the improvement
installed by LANDLORD, and TENANT shall be entitled to an abatement of a fair
and just portion of the rent and other payment required under this Lease
according to TENANT's ability to use the Premises from the date of such damage
until said Premises are completely reinstated or restored. If damage to the
Demised Premised in excess of $100,000 shall occur within the last year of
the initial term or the option extension period provided for herein, the
obligation of the LANDLORD to restore the Premises shall not arise unless
TENANT shall give notice to LANDLORD within thirty (30) days after such damage
of its desire to extend the term of this Lease for an additional option term if
such option term is still available. Upon such notice, LANDLORD agrees with
all due diligence to repair and restore the Demised Premises and the Lease
shall continue. Failing such notice to exercise in available option to
extend, LANDLORD, at its option, shall have the right to terminate this Lease
or to restore the Premises and the Lease shall continue for the remainder of
the then unexpired term and any options which are thereafter exercised.
TENANT shall be entitled to an abatement of a fair and just portion of the
rent and other payments required under this Lease according to the TENANT's
ability to use the Premises from the date of such damage until the Premises
are completely reinstated and restored.
C. No damages, compensation, or claim shall be payable by LANDLORD for
inconvenience, loss of business, or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the building pursuant
to this paragraph. If the LANDLORD is required to, or exercises its rights to,
restore the Premises, then LANDLORD shall use its best efforts not to
unreasonably interfere with the TENANT's use and occupancy. Notwithstanding
anything to the contrary the LANDLORD shall not be liable for damages or claims
if it is unable to obtain insurance.
D. Notwithstanding any of the provisions of the foregoing, if the
LANDLORD or the holder of any superior mortgage, as defined hereafter is unable
to collect all of the insurance proceeds, if any, applicable to the damage or
destruction of the Demised Premises or of the building by fire or some other
casualty or cause, by reason of some action or inaction on the part of the
TENANT, its agents, employees, or contractors then without prejudice to any
other of LANDLORD's remedies available against TENANT, there shall be no
abatement of the rent due from TENANT to the extent of the uncollected
insurance proceeds, if any.
E. LANDLORD will not carry separate insurance of any kind covering
TENANT's property. Except by reason of LANDLORD's breach of any of its
obligations hereunder or by operation of law the LANDLORD shall not be liable
for the repair of any damage or the replacement of TENANT's property.
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13. DEFAULT: LANDLORD'S REMEDIES:
All rights and remedies of the LANDLORD herein enumerated shall be
cumulative, and none shall exclude another or any other right or remedy
provided by law.
A. If TENANT or any guarantor of this Lease shall become
bankrupt or insolvent or unable to pay its debts as such become due, or file
any debtor proceedings or if TENANT or any guarantor shall take or have taken
against either party in any court pursuant to any statute either of the United
States or of any State, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of TENANT's or any such guarantor's property, or if TENANT or any such
guarantor makes an assignment for the benefit of creditors, or petitions for or
enters into an arrangement, then this Lease shall terminate and LANDLORD, in
addition to any other rights or remedies it may have, shall have the immediate
right of re-entry and may remove all persons and property from the leased
Promises and such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of TENANT, all without service of
notice or resort to legal process and without being deemed guilty of trespass,
or becoming liable for any loss or damage which may be occasioned thereby.
B. If the TENANT defaults in the payment of rent or in the
prompt and full performance of any provisions of this Lease,
or if the leasehold interest or the TENANT's business or fixtures of TENANT are
levied upon under execution or attached by process of law, or if the TENANT
makes an assignment for the benefit of creditors, the TENANT abandons Premises,
then and in any such event the LANDLORD may, if the LANDLORD so elects, but not
otherwise, and after three (3) days written notice thereof to TENANT, forthwith
terminate this Lease and the TENANT's right to possession of the Demised
Premises, or terminate only TENANT's right to possession hereunder. In the
event Tenant vacates the leased premises yet continues to pay all rent when
due, this shall not be deemed default.
C. Upon any termination of this Lease, whether by lapse of
time or otherwise, the TENANT shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to the LANDLORD, and
hereby grants to the LANDLORD full and free license to enter into and upon the
Premises in such event with or without process of law and to expel or remove
the TENANT and any others who may be occupying or within the Premises and to
remove any and all property therefrom, using such force as may be necessary,
without being deemed in any manner guilty of trespass, eviction or forcible
entry or detainer, and without relinquishing the LANDLORD's rights to rent or
any other right given to LANDLORD hereunder or by operation of law. The TENANT
expressly waives the service of any demand for the payment of rent or for
possession and the service of any notice of the LANDLORD'S election to
terminate this Lease or to re-enter the Premises, except as provided for in
subparagraph (b) of this paragraph, and agree that the simple breach of any
covenants or provisions of this Lease by the TENANT shall, of itself, without
the service of any notice or demand whatsoever, constitute an unlawful detainer
by TENANT of the Premises within the meaning of the Statutes of the State of
Florida.
D. If the TENANT abandons the Premises or otherwise
entitles the LANDLORD so to elect and the LANDLORD does elect to terminate the
TENANT's right to possession only, without terminating the Lease, the LANDLORD
may, at the LANDLORD's option, enter the Premises, remove the TENANT's signs
and other evidence of tenancy, and take and hold possession thereof without
such entry and possession terminating the Lease or releasing the TENANT, in
whole or in part from the TENANT's obligation to pay the rent hereunder for the
full term, and in any such case the TENANT shall pay forthwith to the LANDLORD,
a sum equal to the entire amount of the rent reserved under Paragraph 2 of this
Lease for the
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residue of the stated term plus any other sums then due hereunder. Upon and
after entry into possession without termination of the Lease, the LANDLORD may,
but need not, relet the Premises or any part thereof for the account of the
TENANT to any person, firm, or corporation other than the TENANT for such
rent, for such time, and upon such terms as the LANDLORD in the LANDLORD's sole
discretion shall determine; and the LANDLORD shall not be required to accept
any tenant offered by the TENANT. In any such case, the LANDLORD may make
repairs, alterations, and additions in or to the Premises and redecorate the
same to the extent deemed by the LANDLORD necessary or desirable, and the
TENANT shall, upon demand, pay the cost thereof, together with the LANDLORD's
expenses of the reletting. If the consideration collected by the LANDLORD upon
any such reletting for the TENANT's account is not sufficient to pay monthly
the full amount of the rent reserved in this Lease, together with the costs of
repairs, alterations, additions, redecorating, and the LANDLORD's expenses, the
TENANT shall pay to the LANDLORD the amount of each monthly deficiency upon
demand; and if the consideration so collected from any such reletting is more
than sufficient to pay the full amount of the rent reserved herein, together
with the costs and expenses of the LANDLORD, the LANDLORD, at the end of stated
term of the Lease, shall account for the surplus to the TENANT.
E. LANDLORD shall use all remedies available under Florida
state law as it relates to default. Any and all property which may be removed
from the Premises by the LANDLORD pursuant to the authority of law, to which
the TENANT is or may be entitled, may be handled, removed, or stored by LANDLORD
at the risk, cost, and expense of TENANT, and LANDLORD shall in no event be
responsible for the value, preservation, or safekeeping thereof. TENANT shall
pay to LANDLORD, upon demand, all expenses incurred in such removal and all
storage charges against such property so long as the same shall be in
LANDLORD's possession or under LANDLORD's control. LANDLORD may place such
property after it has been stored for a period of ninety (90) days or more,
LANDLORD may sell any or all of such property in such manner and at such times
and places as LANDLORD in its sole discretion may deem proper, without notice
to or demand upon TENANT for the payment of any part of such charges or the
removal of any of such property and shall apply the proceeds of such sale first
to the cost of expenses of such sale, including reasonable attorneys' fees;
second, to the payment of the costs and charges of storing any property; third,
to the payment of any other sum of money which may then or thereafter be due to
LANDLORD from TENANT under any of the terms hereof; and fourth, the balance, if
any, to TENANT. The removal and storage of TENANT's property as above provided
shall not constitute a waiver of LANDLORD's lien thereon.
F. TENANT shall pay upon demand all of LANDLORD's costs,
charges, and expenses, including the fees of counsel, agents; and others
retained by LANDLORD, incurred in enforcing TENANT's obligations hereunder or
incurred by LANDLORD in any litigation, negotiations, or transaction in which
TENANT causes LANDLORD, without LANDLORD's fault, to become involved or
concerned. Attorneys' fees shall be awardable for all phases of litigation,
trial, as well as appellate. To perfect and assist in the implementation of
certain of LANDLORD's right in and to the TENANT's personal property, TENANT
hereby pledges and assigns to LANDLORD and grants unto LANDLORD a lien upon all
furniture, fixtures, goods, and chattels of TENANT which shall or may be
brought or put on the Premises as further security for the faithful performance
of the terms, provisions, conditions, and covenants of this Lease, and TENANT
specifically agrees that said lien may be enforced by distress, foreclosure, or
otherwise at the election of the LANDLORD. TENANT hereby expressly waives and
renounces for himself and family, any and all homestead and exemption right he
may have now or hereafter, under or by virtue of the Constitution
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or laws of the State of Florida, or of any other State, or of the United
States, as against the payment of rent, Additional Rent, or any other charges
payable by TENANT hereunder or any other obligation or damage that may accrue
under the terms of the Agreement.*
14. ADDITIONAL RENT:
A. Definitions:
"Building" means Buildings 204 in which the Demised Premises are
located. "Parcel" means Tract II, Boca Commerce Center, according to the Plat
thereof, recorded in Plat Book 46, at Page(s) 44-46 of the Public Records of
Palm Beach County, Florida.
"TENANT's Building Share" means the proportion that the square footage
of the Demised Premises bears to the total square footage of the rentable area
in the building. For calculation purposes, TENANT's Proportional Building
Share is estimated to be 21.55 percent. The total rentable areas of Building
204 is 139,200.
"TENANT's Parcel Share" means the proportion that the square footage of
the Demised Premises bears to the total square footage of the rentable area of
building located on the Parcel, which the square footage is 386,046. Tenant's
proportionate share of the parcel is estimated to be 7.77 percent.
"TENANT's Share" shall, in reference to any item which applies to the
entire Parcel, mean TENANT's Parcel Share and, as to any item for which there
is a separate meter of bill for the building (i.e., water and sewer fees),
shall mean TENANT's Building Share.
B. In addition to the Base Rent and adjustments thereto, TENANT shall
pay to LANDLORD as Additional Rent, its prorated share of all taxes,
assessments, insurance premiums, utility services, operating expenses,
maintenance charges, and any other charges, costs, and expenses which arise
from the ownership, occupancy or use of the Parcel, or any part thereof.
The TENANT's prorated share of these Additional Assessments shall be
calculated by multiplying the cost of these items to the LANDLORD by the
TENANT's Percentage as set forth in Section (A) hereof.
The TENANT agrees to pay the Additional Assessments, as set forth
above, in monthly payments in advance during the Term of this Lease, as may be
estimated by the LANDLORD. At the end of each calendar year, the LANDLORD
shall advise the TENANT of the actual TENANT's share of the Additional
Assessments payable for such calendar year as computed based upon the cost
thereof to the LANDLORD. If there shall have been an underpayment by the
TENANT, the tenant shall pay the difference within ten (10) days; if there
shall have been an overpayment by the TENANT, the TENANT shall be given a credit
towards the next due payment of its share of the Additional Assessment.
At the end of each calendar year, the TENANT shall have the right to
require LANDLORD to substantiate, by written itemization, LANDLORD's
computation of TENANT's Additional Assessments. LANDLORD shall furnish such an
itemization to TENANT within thirty (30) days from receipt of TENANT's written
request for such itemization.
15. SUBORDINATION:
This Lease, and all rights of TENANT hereunder, are and shall be
subject and subordinate to all ground leases, overriding leases, and underlying
leases affecting the Demised Promises now or hereafter existing and to all
mortgages which may now or hereafter affect the Demised Premises and to each
and every advance made or hereafter to be made under such mortgages, and to all
renewals,
*Any default under that certain lease dated March 3, 1995 between Landlord and
Tenant shall constitute and Event of Default hereunder and shall entitle
Landlord to all remedies available under this lease.
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modifications, replacements, and extensions of such leases and mortgages and
spreaders and consolidations of such mortgages (which leases and mortgages are
sometimes collectively referred to herein for convenience is the "Superior
Lease" and "Superior Mortgage"). This paragraph shall be self-operative and no
further instrument of subordination shall be required to make it effective;
however, TENANT shall promptly execute and deliver any instrument reasonably
requested to evidence such subordination.
A. TENANT agrees that in the event of any act or omission by the
LANDLORD which would give TENANT the right to terminate this Lease, or to claim
a partial or total eviction, TENANT shall not exercise any such right until he
has notified in writing the holder of any such mortgage which at the time shall
be a lien on the Demised Premises or the underlying lessor, if any, or such act
or omission.
B. If the lessor of any such Lease or the holder of any such mortgage
shall succeed to the rights of LANDLORD under this Lease, then at the request
of such party of succeeding to LANDLORD's rights and upon such successor
written agreement to accept TENANT'S attornment, TENANT shall attorn to such
successor LANDLORD and will execute such instruments as may be necessary or
appropriate to evidence such attornment. Upon such attornment, this Lease
shall continue in full force and effect as, or as if it were a direct Lease
between the successor LANDLORD and TENANT upon all the terms, conditions, and
covenants as are set forth in this Lease and shall be applicable after such
attornment except that the successor LANDLORD shall not (i) be liable for any
previous act or omission of LANDLORD under this Lease; (ii) be subject to any
offset, not expressly provided for in this Lease, which shall have theretofore
accrued to TENANT against LANDLORD; and (iii) be bound by any previous
modification of this Lease, not expressly provided for in this Lease, or by any
previous prepayment of more than one month's fixed rent unless such
modification or prepayment shall have been expressly approved in writing by
such LANDLORD or such holder through or by reason of which the successor
LANDLORD shall have succeeded to the rights of LANDLORD under this Lease.
C. TENANT shall deliver to LANDLORD or to its mortgagee or auditors,
or prospective purchaser of the owner of the fee, when requested by LANDLORD, a
certificate to the effect that this Lease is in full force and that Lessor is
not in default therein, or stating specifically any exceptions thereto.
Failure to give such a certificate within ten (10) business days after written
request shall be conclusive evidence that the Lease is in full force and effect
and LANDLORD is not in default and in such event, TENANT shall be estopped from
asserting any defaults known to TENANT at that time.
16. INDEMNIFICATION:
Neither LANDLORD nor any agent or employee of LANDLORD shall be liable
to TENANT for any injury or damage to TENANT or to any other person or for any
damage to, or loss (by other person, irrespective of the cause of such injury,
damage, or loss), unless caused by or due to the negligence of LANDLORD, its
agents, or employees without contributory negligence of TENANT, its agents or
employees, subject to the comparative negligence doctrine, it being understood
that no property, other than such as might normally be brought upon or kept in
the Premises as an incident to the reasonable use of the Premises for the
purposes herein permitted, will be brought upon or be kept in the Premises.
TENANT shall indemnify and save harmless LANDLORD and its agents
against and from (a) any and all claims (i) arising from (x) the conduct or
management of the Demised Premises or of any business therein, or (y) any work
or thing whatsoever done, or any condition created or permitted to exist (other
than by LANDLORD for LANDLORD's or TENANT's account) in or about the Demised
Premises
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during the term of this Lease, or during the period of time, if any, prior to
the commencement of the term hereof that TENANT may have been given access to
the Demised Premises, or (ii) arising from any negligent or otherwise wrongful
act or omission of TENANT or any of its subtenants or its or their employees,
agents, or contractors; and (b) all costs, expenses, and liabilities incurred
in or in connection with each such claim or action or proceeding brought
thereon. In case any action or proceeding be brought against LANDLORD, TENANT
shall resist and defend such action or proceeding.
17. INSURANCE:
TENANT shall carry public liability insurance, in amounts of $500,000.00 in
respect of injuries to any one person, and $1,000,000.00 in respect of any one
accident or disaster, with companies and on forms acceptable to LANDLORD,
naming both LANDLORD and TENANT as parties insured thereby, insuring the
parties against any such claim. All insurance required to be carried by TENANT
pursuant to the terms of this Lease shall be effected under policies issued by
insurers permitted to do business in the State of Florida and rated in Best's
Insurance Guide, or any successor thereto (or, if there be none, an
organization having national reputation) as having a general policyholder
rating of "A" and a financial rating of at least "13". All such policies of
insurance shall provide for not less than thirty (30) days notice to LANDLORD
as a condition precedent to cancellation. Such policy shall be delivered to
LANDLORD. TENANT shall provide LANDLORD with evidence of payment of renewal
premiums or replacement of policy and payment of renewal premiums not later
than thirty (30) days prior to the expiration of any such policy. The public
liability policy shall include Premises and operations.
18. WAIVER:
The failure of either the LANDLORD or TENANT to insist in any one or more
instances upon the strict performance of any one or more of the obligations of
this Lease, or to exercise any right or election herein contained, shall not be
construed as a waiver or relinquishment for the future of the performance of
such or more obligations of this Lease or of the right to exercise such
election, but the same shall both continue and remain in full force and effect
with respect to any subsequent breach, act, or omission.
19. BROKER(S):
The broker(s) in this transactions (are) Commercial Florida Realty
Partners/McCoy Realty Group. TENANT covenants, warrants, and represents that
no other broker was instrumental in consummating this Lease, and that no
conversations or negotiations were had with any other broker concerning the
renting of the Demised Premises or rental space at Boca Commerce Center.
TENANT agrees to hold LANDLORD harmless from any and all claims, and agrees to
defend at its own expense, any and all claims for brokerage commission asserted
by third parties other than the broker(s) stated above.* LANDLORD shall be
responsible for payment of commission to above broker(s).
*Tenant shall not be responsible for any claims for
brokerage commissions asserted by third parties other than
brokers stated above regarding claims of brokers
representing the Landlord.
20. NOTICES:
Any notice, statement, demand, or other communication required or
permitted to be given or made by either party to the other, pursuant to this
Lease or pursuant to any applicable law, shall be deemed to have been properly
given and made if sent by registered or certified mail, return receipt
requested, addressed to the other party at the address hereinabove set forth or
at such other address as may hereafter be designated by either party by notice
to the other and shall be deemed to have been given or made on the day so
mailed. Either party may, by notice given as aforesaid, designate
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a different address or addresses for notices, statements, demands, or other
communications intended for it.
For LANDLORD: For TENANT:
WRC Properties, Inc. Rexall Sundown, Inc.
c/o McCoy Realty Group 851 Broken Sound Parkway NW
1815 Griffin Road, Suite 103 Boca Raton, FL 33487
Dania, FL 33004 Attn: Dean DeSantis
ATTN: Property Manager Richard Werber
with a copy to:
WRC Properties, Inc.
730 Third Avenue, 7th Floor
New York, NY 10017
Attn: David Bengel
21. RULES AND REGULATIONS:
It is mutually agreed that all the rules and regulations included with
this instrument attached hereto marked as Exhibit "B" shall be and are hereby
made a part of this Lease, and TENANT covenants and agrees that it and its
employees, servants, and agents will at all times observe, perform, and abide
by said rules and regulations as they exist and as they may be amended
hereafter from time to time.
22. LIENS:
TENANT further agrees that TENANT will pay all of TENANT'S contractors,
subcontractors, laborers, materialmen, and all others, and will indemnify
LANDLORD against all legal costs and charges, bond premiums for release of
liens, and counsel fees reasonably incurred in the commencement of defense of
any suit by the LANDLORD to discharge any liens, judgments, or encumbrances
against the Premises caused or suffered by TENANT. It is understood and
agreed between the parties hereto that the cost and charges above referred to
shall be considered as rent due under this Lease payable upon demand.
The TENANT herein shall not have any authority to create any liens for
labor or material on the LANDLORD'S interest in the above-described property,
and all persons contracting with the TENANT for the doing of any work or the
furnishing of any materials on or to the Premises, and all materialmen,
contractors, mechanics, and laborers, are hereby charged with notice that they
must look to the TENANT only to secure the payments of any bill or work done or
material furnished during the term of this Lease.
23. TRANSFER BY LANDLORD:
In the event that the interest or estate of LANDLORD in the Premises shall
terminate by operation of law or by bona fide sale of the Premises or by
execution or foreclosure sale, or for any other reason, then and in any such
event LANDLORD shall be released and relieved from all future liability and
responsibility as to obligations to be performed by LANDLORD hereunder or
otherwise. A voluntary conveyance of the Demised Premises shall not terminate
this Lease and LANDLORD's successor, by TENANT tendering payment of rent
hereunder to such successor, shall become liable and responsible to TENANT in
respect to all such obligations of LANDLORD under this Lease.
This Lease may be assigned by the LANDLORD, in which case, the TENANT,
upon request by the LANDLORD, shall issue a letter stating that the Lease is in
full force and effect *and that there are no set-offs or claims or other
defenses to rent.
*,if true,
--------
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24. CONDEMNATION:
In the event any portion of the Demised Premises is taken by any
condemnation or eminent domain proceeding or should the Demised Premises by
conveyed in lieu of such a taking and this Lease continues in force as to any
part of the Demised Premises, as hereinafter provided, the base monthly rental
herein specified to be paid shall be ratably reduced according to the area of
the Demised Premises which is actually taken, as of the date of such taking,
and TENANT shall be entitled to no other consideration by reason of such a
taking and any damages whatsoever suffered by TENANT and occasioned by such
taking shall not entitle TENANT to share to any extent in any and all income,
rent, awards, or any interest therein whatsoever which may be made in connection
with such a taking and TENANT does hereby relinquish and assign to LANDLORD all
TENANT's rights and equities in and to any such income, rent, awards, or any
interest therein.
In the event of a partial taking of the building, either by condemnation,
eminent domain, or conveyance in lieu thereof, LANDLORD may elect to terminate
this Lease if the remaining area of the building shall not be reasonably
sufficient for LANDLORD to continue feasible and economical operation of the
remaining portion of the building, in the LANDLORD's sole discretion. Upon the
giving of such notice this Lease shall terminate on the date of service of such
notice, and the rents apportioned to the part of the Demised Premises so taken
shall be prorated and adjusted as of the date of the taking and the rents
apportioned to the remainder of the Demised Premises shall be prorated and
adjusted as of such termination date.
Should all the Demised Premises be so taken, this Lease shall terminate as
of the date of such a taking and in the event TENANT shall be entitled to no
damages or any consideration by reason of such taking, except the cancellation
and termination of this Lease as of the date of said taking.
25. PEACEFUL POSSESSION:
LANDLORD warrants and represents that it is the owner of the Demised
Premises and has full right, power, and authority to enter into this Lease
Agreement. So long as TENANT pays all of the fixed rent and Additional Rent
and charges due hereunder and performs all of TENANT's other obligations
hereunder, TENANT shall peaceably and quietly have, hold, and enjoy the
Demised Premises throughout the term of this Lease, without interference or
hindrance by LANDLORD or any person claiming by, through, or under LANDLORD.
26. ACCESS, CHANGES IN BUILDING FACILITIES NAME:
Except for the inside surfaces of all walls, windows, and doors bounding
the Demised Premises, all of the building, including exterior building walls,
core corridor walls and doors, and any core corridor entrance, any terraces or
roofs adjacent to the Demised Premises, and any space in or adjacent to the
Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts,
electric, or other utilities, sinks, or other building facilities, and the use
thereof, as well as access thereto through the Demised Premises for the purpose
of operation, maintenance, decoration, and repair, are reserved to LANDLORD.
TENANT shall permit LANDLORD to install, use, and maintain pipes, ducts,
and conduits within the demising walls, bearing columns, and ceilings of the
Demised Premises. LANDLORD shall be responsible for repairing, at its own
expense, any damages caused by such installation or maintenance.
LANDLORD or LANDLORD's agents shall have the right, upon request, to enter
and/or pass through the Demised Premises or any part thereof, at reasonable
times during reasonable hours (i) to
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examine the Demised Premises and to show them to the fee owners, holders of
superior mortgages, or prospective purchasers, mortgagees of lessees of the
building as an entirety, and (ii) for the purpose of making such repairs or
changes or doing such repainting in or to the Demised Premises or in or to the
building or its facilities as may be provided for by this Lease or as may be
mutually agreed upon by the parties or as LANDLORD may be required to make by
law or in order to repair and maintain the building or its fixtures or
facilities. LANDLORD shall be allowed to take all materials into and upon the
Demised Premises that may be required for such repairs, changes, repainting,
or maintenance. LANDLORD shall also have the right to enter on and/or pass
through the Demised Premises, or any part thereof, at such times as such entry
shall be required by circumstances of emergency affecting the Demised Premises
or the building.
During the period commencing six (6) months prior to the end of the term
hereof, LANDLORD may exhibit the Demised Premises to prospective tenants at
reasonable times and during reasonable hours upon advance and proper
notification to TENANT.
LANDLORD reserves the right, at any time after completion of the building,
to make such reasonable changes in or to the building and the fixtures and
equipment thereof, as well as in or to the street entrances, halls, passages,
elevators, escalators, and stairways thereof, as it may deem necessary or
desirable.
LANDLORD may adopt any name for the building. LANDLORD reserves the right
to change the name or address of the building at any time.
27. SURRENDER, HOLDING OVER:
On the last day of the term of this Lease, or upon any earlier termination
of this Lease, or upon any re-entry by LANDLORD upon the Demised Premises,
TENANT shall peaceably and without notice of any sort, quit and surrender the
Demised Premises to LANDLORD in good order, condition, and repair, except for
ordinary wear and tear and such damage or destruction as LANDLORD is required
to repair or restore under the terms of this Lease, and TENANT shall remove all
of TENANT's property therefrom. TENANT specifically agrees that in the event
TENANT retains possession and does not so quit and Surrender the Demised
Premises to LANDLORD, then TENANT shall pay LANDLORD (i) all damages that
LANDLORD may suffer on account of TENANT's failure to so surrender and quit the
Demised Premises, including but not limited to any and all claims made by
succeeding tenant of the Demised Premises against LANDLORD based on delay of
LANDLORD in delivering possession of the Demised Premises to said succeeding
tenant to the extent such delay is occasioned by the failure of TENANT to so
quit and surrender said Premises, and (ii) rent for each month or any
applicable portion of a month of such holding over at 175% the amount payable
for the month immediately preceding the termination of this Lease, during the
time the TENANT thus remains in possession. The provisions of this paragraph
do not waive any of the LANDLORD's rights of re-entry or any other right under
the terms of this lease or the laws of Florida. If TENANT shall fail to
surrender the Premises as herein provided, no new tenancy shall be created and
TENANT shall be guilty of unlawful detainer. No surrender of this Lease or of
the Premises shall be binding on the LANDLORD unless acknowledged by LANDLORD
in writing.
28. UTILITIES:
The TENANT agrees to pay promptly for all utilities used and consumed on
the Premises which are separately metered to the Demised Premises. TENANT
agrees that TENANT will pay its proportionate TENANT's Share (as defined in
Paragraph 14 above) of the electric, water, and sewage bills which are not
separately metered. If the TENANT uses water and sewage or extraordinary
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electrical power for commercial purposes, a separate meter will be installed at
TENANT's expenses and TENANT will pay separately for such electric, water, and
sewage services. In this context, water and sewage for commercial purposes
shall mean that the TENANT is utilizing the water, sewer, and electric power
for the purpose of production of a product for the preparation of a product for
shipping or the integration of the use of water and the disposition of the
sewage in connection with a business as opposed to the usage for light and for
the benefit of employees, bathroom facilities, and the like.
29. SECURITY SYSTEMS:
The LANDLORD, at its sole discretion, determination, and option may enter
into a contract or otherwise provide or make arrangement for the providing of a
security system which may include security guards and/or electronic devices
and/or a security guard gate and gate house. In the event that the LANDLORD
elects to obtain such security system or systems, then the TENANT shall pay its
proportionate share of the expense. The TENANT's proportionate share of the
expense shall be determined by taking the total square footage of the TENANT's
Demised Premises as a numerator and dividing that by the total square footage
of the rentable area in the building served by that security system as the
denominator, and then multiplying that by the annual cost of the service of
system. The TENANT shall pay its proportionate share on a monthly basis
together with its rental payment.
The LANDLORD shall in no way be responsible for the performance of the
obligations of the security guards, and the TENANT hereby releases the LANDLORD
from any claims of any nature whatsoever in connection with the furnishings of
security guard services. The TENANT further acknowledges that should said
services by provided on a negligent basis, that its sole and exclusive remedy
shall be to seek recovery against the security service company.
30. COMMON AREAS:
With the exception of the use of the parking lot for the parking of
vehicles and walking to and from the Demised Premises, the TENANT, the TENANT's
employees, guests, and invitees shall not use the parking lot and areas not
contained within the Demised Premises.*
31. RELOCATION OF TENANT:
LANDLORD expressly reserves the right at LANDLORD's sole cost and expense
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,
which other space shall be improved and 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 Leased Premises, or other
materials so that the space in which TENANT is relocated shall be comparable in
its interior design and decoration to the Leased Premises from 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 14 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 Leased
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 obligations to pay Rent and
perform the covenants and agreements hereunder for the full Lease Term.
* Tenant shall be granted the use of up to 1.2 parking spaces per 1,000 square
feet leased (36 spaces). Parking at Boca Industrial Park is unreserved and in
common with all tenants.
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32. SIGNS:
Attached hereto marked as Exhibit "C" and made a part hereof is the
LANDLORD's sign standard. The TENANT must, prior to installing a sign, receive
LANDLORD'S prior written approval of the proposed sign. The TENANT will
submit a "permit ready" set of sign plans for LANDLORD's approval.
Notwithstanding the fact that LANDLORD shall have approved the plans the
TENANT must comply with all applicable governmental rules and laws concerning
signs and their installation. In no event will a sign be approved by LANDLORD
which does not comply with the standard attached hereto.
33. HAZARDOUS WASTE:
The TENANT agrees not to store in, on, or outside of the Premises any
hazardous materials of any type, as defined by any local, state, or federal
agency, or any other toxic, corrosive, reactive, or ignitable material.
The TENANT agrees to document all hazardous waste disposal, if any, and
to keep the same on file for five years and to document the same by one of the
following types of documentation: A hazardous waste manifest; a bill of lading
from a bonded hazardous substance transporter showing shipment of a licensed
hazardous waste facility; or a confirmation of receipt of materials from a
recycler, a waste exchange operation, or other permitted hazardous waste
management facility.
TENANT agrees not to generate hazard effluents.
TENANT agrees to allow reasonable access to facilities for monitoring
of the above by LANDLORD, Palm Beach County, ERM, and the Florida DER to assure
compliance with the above as well as any other condition relating to the use of
the subject property.
Violation of any of the above shall be deemed to be a default on the
part of the TENANT of the terms of the Lease at the option of the LANDLORD.
34. RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.
35. ENTIRE AGREEMENT:
This Lease along with the attached Exhibits contain the entire agreement
between the parties hereto and all previous negotiations leading hereto and it
may be modified only by an agreement in writing signed and sealed by the
LANDLORD and TENANT.
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36. CODE COMPLIANCE:
Tenant shall not do, and shall not permit persons within Tenant's
control to do, any act or thing in or upon the Premises or the Building
which will invalidate or be in conflict with the certificate of occupancy
for the Premises or the Building or violate any other zoning ordinances,
and rules and regulations of governmental or quasi-governmental authorities
having jurisdiction over the Premises or the Building (the "Requirements").
Tenant shall, at Tenant's sole cost and expense, take all action, including
any required Alterations necessary to comply with requirements (including,
but not limited to, applicable terms of the Palm Beach County Building Code
and the Americans With Disabilities Act of 1990 (the "ADA"), each as
modified and supplemented from time to time) which shall impose any
violation, order or duty upon Landlord or Tenant arising from, or in
connection with, the Premises, Tenant's occupancy, use or manner of use of
the Premises (including, without limitation, any occupancy, use or manner
of use that constitutes a "place of public accommodation" under the ADA),
or any installations in the Premises, or required by reason of a breach of
any Tenant's covenants or agreements under this Lease, whether or not such
Requirements shall now be in effect or hereafter enacted or issued, and
whether or not any work required shall be ordinary or extraordinary or
foreseen or unforeseen at the date hereof. Notwithstanding the preceding
sentence, Tenant shall not be obligated to perform any Alterations
necessary to comply with any Requirements, unless compliance shall be
required by reason of (i) any cause or condition arising out of any
Alterations or installations in the Premises (whether made by Tenant or by
Landlord on behalf of Tenant), or (ii) Tenant's particular use, manner or
use or occupancy on behalf or Tenant of the Premises, or (iii) any breach
of any Tenant's covenants or agreements under this Lease, or (iv) any
wrongful act or omission by Tenant or persons within Tenant's control, or
(v) Tenant's use or manner of use or occupancy of the Premises as a "place
of public accommodation" within the meaning of the ADA.
37. WAIVER OF JURY TRIAL:
Landlord and Tenant hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either of them against the other on
any matters whatsoever arising out of or in any way connected with the
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
of the Premises, whether during or after the Term, or for the enforcement
of any remedy under any statute, emergency or otherwise. If Landlord
shall commence any summary procedure against Tenant, Tenant will not
interpose any counterclaim or whatever nature or description in any such
procedure (unless failure to separate action the claim which is the subject
of such counterclaim), and will not seek to consolidate such procedure with
any other action which may have been or will be brought in any other court
by Tenant or Landlord.
IN WITNESS WHEREOF, the LANDLORD and TENANT have duly signed and executed these
presents at Palm Beach County, on this 25th day of April, 1996.
Signed, Sealed And Delivered "LANDLORD"
In the Presence Of: WRC Properties, Inc.
/s/
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/s/ Loretta Monahan By: /s/ Harry St. Clair
- ----------------------- ----------------------
As To LANDLORD
"TENANT"
Rexall Sundown, Inc.
/s/ Deborah Shur Trinker By: /s/ Richard Werber
- ------------------------ -----------------------
/s/ Rachelle F. Schindle
- ------------------------
As To TENANT
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EXHIBIT "A"
Site Plan Tract II
[MAP]
19
23
EXHIBIT "B"
RULES AND REGULATIONS
1. The sidewalks, entrances, passages, courts, vestibules, or stairways shall
not be obstructed or encumbered by any TENANT or used for any purpose other
than ingress and egress to and from the demised premises.
2. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of the LANDLORD and the
City of Boca Raton.
3. No sign, advertisement, notice, or other letting shall be exhibited,
inscribed, painted, or affixed by any TENANT on any part of the outside or
inside of the demised premises or building without the prior written
consent of the LANDLORD and the City of Boca Raton. In the event of the
violation of the foregoing by any TENANT, the LANDLORD may remove same
without any liability, and may charge the expense incurred by such removal
to the TENANT or TENANTS violating this rule.
4. The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into the halls, passageways, and other public places in
the building shall not be covered or obstructed by any TENANT, nor shall
any bottles, parcels, or other articles be placed on the windowsills.
5. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed and
no sweepings, rubbish, rags, or other substances shall be thrown therein.
All damage resulting from any misuse of the fixture shall be borne by the
TENANT who, or whose servants, employees, agents, visitors, or licensees
shall have caused the same.
6. No TENANT shall mark, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No
boring, cutting, or stringing of wires shall be permitted, except with the
prior written consent of the LANDLORD and as it may direct.
7. No TENANT shall make, or permit to be made, any unseemingly or
disturbing noises or disturb or interfere with occupants of this or
neighboring buildings or premises of those having business with them,
whether by the use of any musical instruments, radio talking machine,
unmusical noise, whistling, singing, or in any other way. No TENANT shall
throw anything out of the doors, windows, or skylights, or down the
passageways.
8. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by TENANT, no shall any change be made in existing
locks or the mechanism thereof. Each TENANT must, upon the termination
of his tenancy, restore to the LANDLORD all keys of offices and toilet
rooms, either furnished to, or otherwise procured by, such TENANT, and it
the event of the loss of any keys so furnished, such TENANT shall pay to
the LANDLORD the cost thereof.
9. No TENANT shall occupy or permit any portion of the premises demised to
him to be used for the possession, storage, manufacture, or sale of liquor.
No TENANT shall engage or pay any employees of the demised premises, except
those actually working for such TENANT on said premises nor advertise for
laborers giving an address at said premises.
10. The premises shall not be used for gambling, lodging, or sleeping or
for any immoral or illegal purpose.
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11. The requirements of TENANTS will be attended to only upon application
at the office of the building. Employees shall not perform any work or do
anything outside of the regular duties unless under special instruction
from the LANDLORD.
12. Canvassing, soliciting and peddling in the building is prohibited and
such TENANT shall cooperate to prevent the same.
13. The LANDLORD specifically reserves the right to refuse admittance to the
building after 7:00 p.m. daily, or on Sundays or on legal holidays, to any
person or persons who cannot furnish satisfactory identification, or to any
person or persons who for any other reason in the LANDLORDS judgment,
should be denied access to the premises. The LANDLORD, for the protection
of the TENANTS and their effects may prescribe hours and intervals during
the night, on Sunday, and holidays, when all persons entering and departing
the building shall be required to enter their Dames, the offices to which
they are going or from which they are leaving, and the time of entrance or
departure in a Register provided for that purpose by the LANDLORD.
14. The LANDLORD may retain a pass key to the leased premises, and be
allowed admittance thereof at all times to enable its representatives to
examine the demised premises.
15. The LANDLORD reserves the right to make such other and further
reasonable rules and regulate in its judgment may from time to time be
needed for the safety, care, and cleanliness of the premises, and for the
preservation of good order therein, and any such other or further rules and
regulations shall be binding upon the parties hereto with the same force
and effect as if they had been inserted herein at the time of the execution
hereof.
16. Except as otherwise approved in writing by the LANDLORD'S insurer,
no TENANT, nor any of the TENANT'S servants, employees, agents, visitors,
or licensees, shall at any time bring or keep upon the demised premises
any inflammable, combustible, or explosive-fluid, chemical, or substance.
17. Notwithstanding anything contained to the contrary, the TENANT
shall be entitled to park its' vehicles in the rear of the building during
the nighttime hours.
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EXHIBIT "C"
SIGN REQUIREMENTS
FOR
BOCA INDUSTRIAL PARK
1. All signs must be submitted to the office of WRC Properties, Inc. c/o McCoy
Realty Group, at 1815 Griffin Rd., Dania, FL 33004 for approval. Signs
"not approved" will not be permitted to be erected. Submit three (3) sets
of prints for approval. Approval given by WRC Properties, Inc. will not
relieve any tenant from compliance with all acceptable sign codes set forth
by the governing authority.
2. Signs projecting perpendicular from the face of the building, or above the
roof, and/or parapet coping, will not be permitted.
3. Signs must be constructed of reverse channel aluminum fabricated individual
letters 12" high and 2" deep, Microgramma Bold Style mounted to masonry
using 1/8" brass standoffs. Color to match Sherwin Williams Mosaic
Blue BM-33.7.
4. Box or Plaque type signs will not be permitted.
5. Insignias or trademarks might be permitted if in the Landlord's opinion,
proper relationship is achieved with overall design concept. Landlord's
decision will be final.
6. Flashing or moving lights will not be permitted, nor will flood lighting be
allowed.
7. Placement of signs to be in accordance with attached plan.
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[MAP]
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RIDER NO. 1 ANNEXED TO AND MADE A PART OF LEASE
BETWEEN
WRC PROPERTIES, INC.
AS LANDLORD
AND REXALL SUNDOWN, INC.
AS TENANT
DATED APRIL 25, 1995
ADDENDUM
OPTION TO EXTEND
The Tenant is hereby granted an option to extend the term of this Lease for an
additional one (1) year; commencing upon the expiration date of the term of
this Lease, subject to the terms of this Lease as well as the following terms
and conditions:
1. To exercise this option, the Tenant shall give one hundred and twenty
(120) days written notice prior to the termination date of the current Lease
Term of its intention to extend. In the absence of such timely notification,
the option to extent shall be null and void.
2. Tenant must not be in default of any of the conditions or covenants of
this Lease at the time of the written notification of intention to extend this
Lease.
3. This option to extend is non-transferable.
4. The rental rate for the option period shall be the current market rate per
square foot at Boca Industrial Park, however, in no event shall the rental rate
for the option period be less than $4.50 per square foot, NNN.
5. The premises shall be leased in "as-is" condition in the event Tenant
exercises their option to extend.
CONSENTS AND APPROVALS
Whenever this lease requires landlord's consent or approval, landlord will not
withhold its approval or consent unreasonably or in bad faith, and landlord
will not unreasonably delay its response to tenant's request for its approval
or consent. Landlord will be deemed to have given its consent or approval to
any request made by tenant in writing if landlord does not respond to tenant in
writing within sixty (60) days after landlord's receipt of the request. If
landlord withholds its consent or approval, its response will explain its
reasons for doing so.
LANDLORD ACCESS
Whenever this requires landlord's access to the leased premises, Landlord shall
enter the premises at reasonable times with reasonable notice, except in the
case of an emergency.
PREVAILING PARTY
To the extent that there are any conflicts between the provision as contained
in this Addendum and the provisions of this Lease, then the following provision
of this Addendum shall govern:
Should suit be brought for the recovery of possession of the Premises, or for
rent or any other sum due Landlord under this Lease, or because of the default
of any of the covenants of the parties under this Lease, the prevailing party
shall be entitled to recover all expenses of such suit and any appeal thereof,
including reasonable attorney's fees.
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WITNESS: "LANDLORD"
WRC PROPERTIES, INC.
/s/ Loretta Monahan
- ----------------------------
/s/ By: /s/ Harry St. Clair
- ---------------------------- -----------------------------------
"TENANT"
REXALL SUNDOWN, INC.
/s/ Deborah Shur Trinker
- ----------------------------
/s/ Rachelle F. Schindle By: /s/ Richard Werber
- ---------------------------- ----------------------------------
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