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Exhibit 10.24
LEASE AGREEMENT
BETWEEN
Network Marketing, L.C.
d.b.a. Rexall Showcase International ("Tenant")
AND
WRC Properties, Inc. ("Landlord")
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INDUSTRIAL LEASE
INDEX
TITLE
PAGE PARAGRAPH
Acceptance of Premises 5 9
Access, Changes in Building
Facilities Name 13 27
Additional Rent 9 15
Alterations 6 11
Assignment 3 6
Broker(s) 11 20
Broker Acknowledgment 17
Common Areas 15 31
Condemnation 12 25
Construction, Applicable Laws 5 7
Default 7 14
Delay of Possession 6 12
Destruction or Damage 6 13
Entire Agreement 16 36
Exhibit "A" - Site Location 18
Exhibit "B" - Rules and Regulations 19
Exhibit "C" - Sign Requirements 21
Hazardous Waste 15 34
Indemnification 10 17
Insurance 11
Liens 12 23
Notices 11 21
Option to Renew 3 3
Peaceful Possession 13 26
Preparation of Premises 5 8
Radon Gas 16 35
Relocation of Tenant 15 32
Rent 1 2
Repairs and Maintenance 5 10
Rules and Regulations 12 22
Security 3 4
Security Systems 14 30
Signs 15 33
Sign Placement Plan 22
Subordination 10 16
Surrender, Holding Over 14 28
Term 1 1
Transfer by Landlord 12 24
Use 3 5
Utilities 14 29
Waiver 11 19
Exhibit "D" - Tenant Improvements 23
Rider No. "1" - Addendum 24
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INDUSTRIAL LEASE
THIS LEASE AGREEMENT, dated as of the 3rd day of March 1995 by and between WRC
Properties, Inc. referred to as "LANDLORD", and Network Marketing, L.C.
hereinafter referred to as "TENANT": d.b.a. Rexall Showcase International
WITNESSETH:
LANDLORD hereby leases to TENANT and TENANT hereby hires from LANDLORD:
Space located at: 7656-7686 N.W. 77th Street (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 April 1, 1995 and end at midnight on
March 31, 1998.
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, which shall be payable
in advance, in equal monthly installments, without deduction or setoffs 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 $20,000.00, together
with $9,750.00, representing the first month's portion of the estimated share
of expenses per section 15 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.
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 hereinafter defined, and which the LANDLORD is
required or 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 LANDLORD and having a rate equal
to eighteen percent (18%) per 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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NETWORK MARKETING, L.C.
D.B.A. REXALL SHOWCASE INTERNATIONAL
RENT SCHEDULE
BASE RENT
Base Rent shall be increased as follows:
Year $/SF ANNUAL RENT MONTHLY RENT
---- ---- ----------- ------------
1. 04/01/95 - 03/31/96 $4.00 $240,000.00 $20,000.00
2. 04/01/96 - 03/31/97 4.20 252,000.00 21,000.00
3. 04/01/97 - 03/31/98 4.41 264,600.00 22,050.00
OPERATING EXPENSES
1995 Operating Expenses are estimated at $1.95 per square foot. Operating
Expenses are adjusted annually based on a calendar year.
NETWORK MARKETING, L.C.
D.B.A. REXALL SHOWCASE INTERNATIONAL
60,000 SF @ $1.95/SF = $117,000.00/year
or $9,750.00 per month
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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:
WRC Properties, Inc.
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c/o McCoy/PM Realty Group
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6301 N.W. 5th Way
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Ft. Lauderdale, FL 33309
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3. OPTION TO RENEW:
A. The TENANT is hereby granted an option to renew/extend this
Lease for an additional three (3) year term, commencing 04/01/98 through
03/31/01, subject to the terms of this Lease as well as the following terms and
conditions:
(1) To exercise this option, the TENANT shall give 180
days written notice prior to the termination date of this lease of its
intention to renew. In the absence of such timely notification, the option to
renew shall be null and void.
(2) TENANT must not be in default of any of the
conditions or covenants of this Lease.
(3) The rental rate during the initial year of the
option period shall be the current market rate. Landlord shall notify Tenant
of the current market rate upon Tenant's written notice of its intention to
renew. Notwithstanding contrary provisions hereof, in no event shall the
renewal rate herein be less than $4.41/SF plus additional rent (operating
expenses). Should Tenant exercise this option, the demised premises shall be
leased in "as-is" condition.
(4) Rental adjustments to the new Base Rent during the
option period shall be made annually in the same manner as adjustments were made
for the initial Lease Term.
4. SECURITY:
TENANT simultaneously with the execution and delivery of this Lease has
deposited with LANDLORD, the sum of $29,750.00 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 and 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 the 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.
5. USE:
The TENANT will use and occupy the Premises for _________________ distribution,
warehouse, packaging and ancillary office 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.
6. 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
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release of the TENANT from the further observance and performance by the TENANT
of the convenants 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 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 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;
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(b) acquiesce to such assignment or sublease, but terminate TENANT's obligations
under the Lease (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.
7. 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 has never been included herein.
8. PREPARATION OF THE PREMISES: "AS IS"
Landlord shall provide tenant improvements as outlined on Exhibit "D", attached
hereto.
9. 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.
10. 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.
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
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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 Tenant enter 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.
11. 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) designations 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.
12. DELAY OF POSSESSION:
If the Landlord is unable to give possession of the Demised Premises on the
date stipulated in Paragraph 1 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 noting 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. In the event Landlord is unable to deliver the leased premises
by May 1, 1995, Tenant may terminate the Lease.
13. 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 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 the
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.
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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 Premises in excess of $100,000.00 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.
14. 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 Premises 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.
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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 the 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 into 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 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 Tenant default. Any and all property which may be
removed for 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
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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 rights 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 exemption right he may
have now or hereafter, under or by virtue of the Constitution 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.
15. 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 43.10 percent. The total rentable area of Building 204 is
139,200 SF.
"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 15.54 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
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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.
16. 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 Premises 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,
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,
of 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
stopped from asserting any defaults known to TENANT at that time.
17. 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 with 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
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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
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.
18. 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 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 or replacement of policy and payment of
premiums not later than thirty (30) days prior to the expiration of any such
policy. The public liability policy shall include Premises and operations.
19. 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.
20. BROKER(S):
The broker(s) in this transactions (are) Commercial Florida Realty Partners,
Inc. McCoy/PM 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).
21. 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 a different address
or addresses for notices, statements, demands, or other communications intended
for it.
*Tenant shall not be responsible for any claims for brokerage commissions
asserted by third parties other than the broker(s) stated above regarding
claims of brokers representing the Landlord.
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For LANDLORD: For TENANT:
WRC Properties, Inc. Network Marketing, Inc.
c/o McCoy/PM Realty Group d.b.a. Rexall Showcase International
6301 N.W. 5th Way 851 Broken Sound Parkway NW
Ft. Lauderdale, FL 33309 Boca Raton, FL 33487
ATTN: Property Manager ATTN: Dean DeSantis
Richard Werber
with a copy to:
WRC Properties, Inc.
730 Third Avenue, 7th Fl.
New York, NY 10017
22. 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.
23. 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 costs 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.
24. TRANSFER BY LANDLORD:
In the event that the interest or estate of LANDLORD in the Premises shall
terminate by operation of law or by bonafide 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 setoffs or claims or other defenses to
rent.
25. 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
*,if true,
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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.
26. 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.
27. 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 purposes 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, 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 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 Promises, 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.
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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.
28. 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 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.
* 175%
29. 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
15 above) of the electric, water, and sewage bills which are not separately
metered. If the TENANT uses water and sewage or extraordinary 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.
30. 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 or
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 furnishing of
security guard services. The TENANT
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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.
31. COMMON AREAS:
With the exception of the use of the parking lot for the parking of vehicles
and waling 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.*
32. 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 15 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.
33. 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.
34. 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.
*Tenant shall be granted the use of up to 1.2 parking spaces per 1,000 square
feet leased (72 spaces). Five (5) out of these 72 spaces shall be marked
"Visitor Parking". Parking at Boca Industrial Park is unreserved and in common
with all tenants;
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35. 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.
36. 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.
IN WITNESS WHEREOF, the LANDLORD and TENANT have duly signed and executed these
presents at Palm Beach County, on this 3rd day of March 1995.
Signed, Sealed And Delivered "LANDLORD"
In the Presence Of: WRC Properties, Inc.
By: /s/ Harry St. Clair
- ---------------------------------- --------------------------
HARRY ST. CLAIR
ASSISTANT SECRETARY
- ----------------------------------
As To LANDLORD
"TENANT"
Network Marketing, L.C.
d.b.a. Rexall Showcase International
/s/ Joan Struck
- ---------------------------------- By: /s/ Richard Werber
/s/ Rachelle F. Schindle ------------------------
- ----------------------------------
As To TENANT
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I/we hereby acknowledge and agree to be bound by the terms and conditions of
Paragraph 20 of this Lease, and the balance of this Lease as it relates to
Paragraphs 19 and 20. There are no other agreements or understandings or
representations made by the LANDLORD or TENANT other than those contained in
this Lease.
Broker:
Commercial Florida Realty Partners, Inc.
----------------------------------------
By:/s/
----------------------------------------
/s/ Rosanne DeBernardo
- ----------------------------
As to Broker
Broker:
McCoy/PM Realty Group
-----------------------------------------
By:/s/
-------------------------------------
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As to Broker
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EXHIBIT "A"
SITE PLAN
TRACT II
[MAP]
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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, nor 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 in 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.
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.
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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 names,
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/PM Realty, at 6301 N.W. 5th Way, Ft. Lauderdale, FL 33309 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 stand offs. 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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EXHIBIT "D"
TENANT IMPROVEMENTS
Landlord shall provide Tenant with a tenant improvement allowance equal to
Thirty Thousand Dollars and No Cents ($30,000.00). The payment of the
allowance shall be subject to the following conditions:
1) Landlord's receipt of paid invoices for the improvements made to the
leased premises.
2) Landlord's receipt of Lien Waivers from all contractors.
3) Landlord's receipt of Tenant's Certificate of Occupancy.
Upon receipt of the above stated items, Landlord shall reimburse up to
$30,000.00 to Tenant.
Said tenant improvement allowance shall be provided in lieu of Landlord making
any improvements to the leased premises. Tenant shall accept space in "as-is"
condition.
Tenant may take early possession of the leased premises for initiating
construction. All terms and conditions of the Lease shall be in full force and
effect during this early occupancy period, with exception that rent shall not
be due until the commencement date of the Lease. Landlord must have a copy of
all Tenant's contractors certificates of insurance and licenses prior to any
work being performed.
Any Landlord approved improvements made by Tenant shall remain the property of
Tenant upon lease expiration. However, said improvements shall be removed at
Tenant's expense upon expiration or sooner termination of the term of this
Lease and Tenant, at its expense, shall also repair any damage to the Premises
caused by such removal and restore the Premises to Building Standard.
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RIDER NO. 1 ANNEXED TO AND MADE A PART OF LEASE
BETWEEN
WRC PROPERTIES, INC.
AS LESSOR
AND NETWORK MARKETING, L.C.
D.B.A. REXALL SHOWCASE INTERNATIONAL
AS LESSEE
DATED MARCH 3RD, 1995
ADDENDUM
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.
RIGHT OF FIRST OFFERING
Tenant shall be granted the Right of First Offering on any vacant space that
becomes available throughout the term of this Lease in building number 204.
Landlord shall use best efforts to notify Tenant of the availability of vacant
space in building 204 when Landlord becomes aware of said space. Tenant shall
have seven (7) business days in which to exercise their right of first
offering. In the event Tenant exercises said right, the lease on the
additional space shall commence within thirty (30) days from the date Tenant
exercised their right of first offering. Lease terms shall be negotiated at
the time the additional space is requested by Tenant.
LANDLORD ACCESS
Whenever this lease 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 the Lease, 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 Lessor 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.
EARLY ACCESS
Tenant shall be granted access to the leased premises as soon as the existing
tenant has vacated the premises. Tenant may use this period prior to the
commencement date of the lease in order to install phone equipment, alarms,
racks, etc., but in no event shall Tenant be permitted to hinder the Landlord
from completing the improvements as outlined in this Lease on Exhibit "D"
Tenant Improvements, attached hereto.
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EXHIBIT "D"
TENANT IMPROVEMENTS
Landlord shall provide Tenant with a tenant improvement allowance equal to
Thirty Thousand Dollars and No Cents ($30,000.00). The payment of the
allowance shall be subject to the following conditions:
1) Landlord's receipt of paid invoices for the improvements made to the
leased premises.
2) Landlord's receipt of Lien Waivers from all contractors.
3) Landlord's receipt of Tenant's Certificate of Occupancy.
Upon receipt of the above stated items, Landlord shall reimburse up to
$30,000.00 to Tenant.
Said tenant improvement allowance shall be provided in lieu of Landlord making
any improvements to the leased premises. Tenant shall accept space in "as-is"
condition.
Tenant may take early possession of the leased premises for initiating
construction. All terms and conditions of the Lease shall be in full force and
effect during this early occupancy period, with exception that rent shall not
be due until the commencement date of the Lease. Landlord must have a copy of
all Tenant's contractors certificates of insurance and licenses prior to any
work being performed.
Any Landlord approved improvements made by Tenant shall remain the property of
Tenant upon lease expiration. However, said improvements shall be removed at
Tenant's expense upon expiration or sooner termination of the term of this
Lease and Tenant, at its expense, shall also repair any damage to the Premises
caused by such removal and restore the Premises to Building Standard.
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