Exhibit 10(E)
LEASE AGREEMENT
The capitalized terms in this Lease shall have the meanings ascribed to
in the Lease and as summarized below, and each reference to such term in the
Lease shall incorporate such meaning therein as if fully set forth therein.
TERMS:
Landlord: Sand Lake West Business Park, Inc., a Delaware
corporation
Tenant: Caribbean Pacific Natural Products, Inc., a Delaware
corporation
Leased Premises: Suite 104, consisting of approximately 3,984 square
feet
Project: Sand Lake West Business Park
Orlando, Florida
Phase: Phase IV of Project
Term: From 12:01 a.m. on August 1, 2002 (the "Commencement
Date") through 11:59 p.m. on November 30, 2005 (the
"Expiration Date")
Annual Minimum Rent
Payable by Tenant for
First Year of Term: $28,884.00 per annum
Base Year: 2002
Security Deposit $2,407.00
INDEX
Paragraph Heading
Summary
Index
1 Leased Premises
2 Term
3 Rent
4 Use
5 Acceptance of Lease Premises, Landlord's Work
Repairs by Landlord
6 Repairs by Tenant
7 Plans for Specifications
8 Right of Entry
9 Landlord's Rights to Act
10 Defaults and Remedies
11 Tenant's Improvements, Liens
12 Tenant's Property, Landlord's Lien
13 Subletting and Assignment
14 Casualty
15 Condemnation
16 Insurance
17 Signage
18 Attorney's Fees
19 Parties
20 Landlord and Tenant Relationship
21 Holding Over
22 Sale by Landlord
23 Surrender of the Premises
24 Notices
25 Covenant of Quiet Enjoyment
26 Subordination
27 Estoppel Certificate
28 Relocation
29 Successors and Assigns
30 Limitation of Liability
31 Broker's Commission
32 Rules and Regulations
33 Hazardous Substances
34 Miscellaneous
Exhibit A: Diagram of the Project
Exhibit B: Landlord's Work
Exhibit C: Rules and Regulations
LEASE AGREEMENT
This Lease Agreement (herein called "Lease") is made on the 25th of
July, 2002 by and between Sand Lake West Business Park, Inc., a Delaware
corporation with an office at Sentinel Real Estate Corporation, 1251 Avenue of
the Americas, 36th Floor, New York, NY 10020 ("Landlord") and Caribbean Pacific
Natural Products, Inc. A Delaware corporation with an office at 5422 Carrier
Drive, Suite 309, Orlando FL 32819 ("Tenant").
WITNESSETH
1. Lease Premises: Landlord hereby demises and leases to Tenant, and
Tenant hereby takes and leases from Landlord, that certain space known and
numbered as Suite 104 and containing approximately 3,984 square feet (the
"Leased Premises") now or hereafter to be constructed in the Sand Lake West
Business Park (the "Project"), located in Phase IV of the Project attached
hereto as Exhibit A and made a part hereof. Exhibit A sets forth the general
layout of the Project Phase and Building and shall not be deemed to be a
warranty of the part of the Landlord that the Project Phase and Building will be
exactly as indicated on said diagram. Landlord may increase, reduce or change
the number, dimensions and locations of roadways, walks, buildings, landscaped
areas and parking areas as Landlord shall from time to time deem proper.
Occupancy by Tenant of the Lease Premises shall include the use in common with
others entitles thereto of parking areas, service roads and sidewalks shown and
depicted in Exhibit A subject, however, to the terms and conditions of this
Lease and to all rules and regulations for the use thereof as set forth herein
and as may from time to time be otherwise prescribed by Landlord. No easement is
included in the Lease Premises.
2. Term (a) The term ("Term") of this Lease shall be for a period of
forty (40) months commencing on August 1, 2002 (herein referred to as the
"Commencement Date") and expiring on November 30, 2005 (herein referred to as
the "Expiration Date"). All references to the "Term" or "term of this Lease"
refer to the term of the Lease as it is renewed, extended or sooner terminated.
(b) If Landlord is unable to give possession of the Lease Premises to
Tenant on the Commencement Date because (i) Landlord is performing improvements
to the Leased Premises and Landlord's Work, as hereinfter defined, is not
completed or (ii) for any other reason then Landlord shall not be liable for
such failure and no such failure shall affect the validity of this Lease,
provided, however, Tenant shall not be required to pay rent for any period
during which Landlord is prevented from giving possession of the Leased Premises
to Tenant.
3. Rent
(a) Minimum Rent: Landlord reserves and Tenant covenants to pay to
Landlord at the address set forth below, or such other address as Landlord shall
from time to time designate in writing, without prior demand being made therefor
and without offset or deduction of any kind, minimum rent for the Lease Premises
is as follows:
(i) For the period commencing on August 1, 2002 and expiring on July
31, 2003, the sum of $28,884,00 per annum, payable in equal monthly
installments, in advance, of $2,407.00 per month;
(ii) For the period commencing on August 1, 2003 and expiring on July
31, 2004 the sum of $29,760.96 per annum, payable in equal monthly installments,
in advance, of $2,480.00;
(iii) For the period commencing on August 1, 2004 and expiring on July
31, 2005 the sum of $30,636.96 per annum, payable in equal monthly installments,
in advance, of $2,553.08 per month;
( iv) For the period commencing on August 1, 2005 and expiring on
November 20, 2005, the sum of $31,553.28 per annum, payable in equal monthly
installments, in advance, of $2,629.44 per month.
( b) Minimum Rent Credit: In consideration of Tenant leasing the Leased
Premises, Tenant shall receive a credit lin the amount of $4,814.00 to be
applied toward the Minimum Rent due or hereunder for the period commencing on
August 1, 2002 and expiring on September 30, 2002.
(c ) In addition to the Minimum Rent hereinabove set forth, Landlord
reserves, and Tenant covenants to pay to Landlord, as additional rent for the
Leased Premises, a proportion of the Phase's Taxes, Operating Expenses and
Insurance Expense, as such terms are hereinafter defined which proportion shall
be 4.66%.
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(d) For the purposes of thise Lease the term "Taxes" shall mean the
excess of (k), the sum of all real estate, and valorem, property taxes and any
general or special assessments levied upon all or any part of the Phase, both
land and improvements thereon, for each year of the Term, over (y), Taxes for
the 2002 calendar year (the "Base Year Taxes").
(e) For the purposes of this Lease, the term "Insurance Expense" shall
mean the excess of (x), the sum of all costs of all fire and extended casualty
Insurance and all liability insurance on the Project together with the costs of
other insurance protections, including but not limited to, business interruption
insurance, as are from time to time paid by Landlord with respect to the
Project, for each year of the Term, over (y), the Insurance Expense for the 2002
calendar year (the "Base Year Insurance Expense").
(f) For the purposes of this Lease, the term "Operating Expenses" shall
mean the total cost and expense incurred in operating and maintaining the common
areas of the Phase actually used or available for use by Tenant and the
employees, agents, servants, customers and other invitees of Tenant, including
without limitation, gardening and landscaping, repairs, maintenance, painting,
lighting, sanitary control, security, removal of snow, trash, rubbish, garbage
and other refuse, pest control, window washing, janitorial, depreciation on
machinery and equipment used in such maintenance, capital expenditures amortized
over their useful lives, management fees, the cost of personnel and 15% of all
of the foregoing to cover Landlord's administrative and overhead costs. For the
purposes of this Lease the term "common areas" shall mean all areas, space,
equipment and services provided by Landlord for the common or joint use and
benefit of the occupants of the Project, their employees, agents, servants,
customers and other invitees, including without limitation, parking areas,
access roads, driveways, retaining walls, landscaped areas, truck serviceways or
tunnels, loading docks, pedestrian or other malls, courts, stairs, ramps and
sidewalks, comfort and first aid stations, washrooms and parcel pickup stations.
The additional rent provided to be paid in this Paragraph for Operating Expenses
at the commencement of the Term have been computed based on Operating Expenses
anticipated to be incurred during the current calendar year for an estimated
charge of $597.60 per month to be paid, in advance, without prior demand being
made therefore and without offset or deduction of any kind.
(g) The additional rent payable for Taxes, Operating Expenses and
Insurance Expenses hereunder shall be adjusted annually to reflect the actual
cost of Taxes, Operating Expenses and Insurance Expenses incurred during the
preceding twelve (12) months, to bill Tenant for any amounts due or refund
Tenant for any amounts overpaid for the preceding twelve (12) months and to
compute or recompute the monthly estimates payable by Tenant to Landlord based
on Taxes, Operating Expenses and Insurance Expenses anticipated to be incurred
during the succeeding twelve (12) months.
(h) All rental payments shall be made to Landlord in monthly
installments in advance, on or before the first of each month and delivered to
Landlord at Sentinel Real Estate Corporation, 6169 Jog Road, Suite C-7, Lake
Worth, FL 33467.
(i) Tenant covenants and agrees to pay a $50.00 late fee plus interest
at the rate of one and one-half percent (1.5%) per month, compounded daily, on
all Minimum Rent, additional rent and all other sums due under this Lease from
the time said rents or sums accrue if they are not paid promptly when due.
Should Tenant pay its rent by a check which is returned for "non-sufficient
funds", Landlord may thereafter require that all future payment be made by
certified or bank check. Landlord expressly reserves all rights and remedies
provided herein and by law in respect thereto.
(j) As used herein, the term "Lease Year" shall mean each term of
twelve (12) consecutive calendar months commencing on the Commencement Date or
on the first (1st) day of the first (1st) calendar month following the
Commencement Date, if the Commencement Date does not fall on the first (1st) day
of a calendar month; provided, however, that the first (1st) Lease Year shall
include the partial month, if any, caused by the Commencement Date's falling on
other than the first (1st) day of a calendar month.
(k) Tenant has deposited with Landlord sum of $2,407.00 as security for
the full and faithful performance by Tenant of all terms of this Lease required
to be performed by Tenant. Said deposit shall be held by Landlord, without
liability for interest, and may be applied by Landlord, in whole or part, for
the payment of any past due fixed Minimum Rent, additional rent, or other money
damage or loss which may be sustained by Landlord because of a default by
Tenant. In the event of any such application by Landlord, Tenant shall, upon the
written demand of Landlord, promptly remit to Landlord a sufficient amount of
cash to restore the security to the original sum deposited. Said deposit shall
be returned to Tenant after termination of Tenant's occupancy hereunder and
after delivery of the entire possession of the Leased Premises to Landlord in
full accordance with the terms of this Lease provided Tenant has complied with
all of the terms, covenants and conditions of this Lease, including those
relating to the condition in which the Leased Premises shall be left by Tenant,
Landlord may deliver such deposit to any purchaser or other transferee of
Landlord's interest in the Building in which the Leased Premises are located,
and thereupon Landlord shall be discharged from any further liability with
respect to such deposit.
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(l) Utilities: Tenant shall promptly pay all charges for utilities and
other services furnished to the Leased Premises by Landlord or the applicable
utility company, including, but not limited to gas, water, electricity, fuel,
light, air and heat, and Tenant shall promptly pay all charges for garbage
collection services and for all other sanitary services rendered to the Leased
Premises or used by Tenant in connection herewith. In the event any utilities
furnished to the Leased Premises are not separately metered, Tenant shall pay to
Landlord, as additional rent, Tenant's pro rata share of the utilities used by
Tenant, within ten (10) calendar days following receipt of a statement showing
any amount due therefor. Tenant's prorated amount shall be determined on the
basis of the size of the Leased Premises, unless Landlord determines that
Tenant's use of the Leased Premises justifies a disproportionate allocation of
utility costs to Tenant.
4. Use:
---
Omitted
5. Tenant's Acceptance of the Leased Premises. Landlord's Work
and Repairs by Landlord:
-------------------------------------------------------------
Omitted
6. Repairs by Tenant:
-----------------
Omitted
7. Plans and Specifications:
------------------------
Omitted
8. Right of Entry:
--------------
Omitted
9. Landlord's Right to Act for Tenant:
----------------------------------
Omitted
10. Default and Remedies:
--------------------
Omitted
11. Tenant Improvements, Liens:
--------------------------
Omitted
12. Tenant's Property, Landlord's Lien:
----------------------------------
Omitted
13. Subletting and Assignment: (a) Tenant shall not (i) transfer or
assign this lease or any interest hereunder, nor permit any assignment hereof by
operation of law, (ii) sublet the Leased Premises or any part thereof nor (iii)
permit the use of the Leased Premises by desk tenants or any other parties other
than Tenant or its agents, without in each instance first obtaining the prior
written consent of Landlord. Should Tenant wish to obtain Landlord's consent to
an assignment or subletting, it shall make such request in written form
detailing the proposed sub-rent, term, sub-tenant or assignee, compensation to
be received by Tenant, name and financial data of the proposed sub-tenant or
assignee and such other information as Landlord may request. Landlord may, in
its sole discretion either (i) give its approval (ii) not give its approval, or
(iii) cancel and terminate this Lease, or if proposed subletting or assignment
is for less than all the Leased Premises, cancel and terminate this Lease with
respect to such portion (with the rent and all other charges payable hereunder
equitably apportioned). If Landlord should grant Tenant its approval to any
sublease or assignment, Tenant shall remain primarily liable for the performance
of all the covenants contained herein. Tenant shall not pledge or mortgage its
leasehold interest or any part thereof and such pledge or mortgage shall, at
Landlord's option, render this lease void.
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(b) For purposes of this Paragraph: (i) the merger, transfer of a
majority of the issued and outstanding capital stock of any corporate Tenant or
subtenant or transfer of a majority partnership interest of Tenant or any
subtenant that is a partnership, however accomplished, whether in a single
transaction or in a series of related or unrelated transactions, shall be deemed
an assignment of this Lease, or of such sublease, as the case may be; (ii) a
takeover, management or succession agreement shall be deemed a transfer of this
Lease; and (iii) a modification, amendment or extension without Landlord's prior
written consent of an assignment or a sublease previously consented to by
Landlord shall be deemed a new assignment or sublease.
(c) Landlord may assign this Lease or any part thereof or right
hereunder at any time. Upon such assignment, Landlord shall have no further
obligations with respect hereto and Tenant shall look solely to such assignee
for the performance of Landlord's obligation.
14. Casualty:
--------
Omitted
15. Condemnation:
------------
Omitted
16. Insurance:
---------
Omitted
17. Signage:
-------
Omitted
18. Attorneys' Fees:
---------------
Omitted
19. Parties:
-------
Omitted
20. Landlord and Tenant Relationship:
--------------------------------
Omitted
21. Holding Over:
------------
Omitted
22. Sale by Landlord:
----------------
Omitted
23. Surrender of the Premises:
-------------------------
Omitted
24. Notices:
-------
Omitted
25. Covenant of Quiet Enjoyment:
---------------------------
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Omitted
26. Subordination:
-------------
Omitted
27. Estoppel Certificate:
--------------------
Omitted
The provisions of this Lease shall inure to the benefit of and be binding upon
Landlord and Tenant and their respective successors, heirs, legal
representatives and assigns, subject, however, in the case of Tenant, to the
restrictions on assignment and subletting contained in this Lease.
28. Relocation:
----------
Omitted
29. Successors and Assigns: The provisions of this Lease shall
inure to the benefit of and be binding upon Landlord and
Tenant and their respective successors, heirs, legal
representatives and assigns, subject, however, in the case of
Tenant, to the restrictions on assignment and subletting
contained in this Lease.
30. Limitation of Liability
Omitted
31. Broker's Commission:
-------------------
Omitted
32. Rules and Regulations:
---------------------
Omitted
33. Hazardous Substances:
--------------------
Omitted
34. Miscellaneous:
-------------
Omitted
35. Option to Renew:
----------------
Omitted
36. Guaranty of Lease:
-----------------
Omitted
IN WITNESS WHEREOF, each corporate party hereto has caused this Lease
Agreement to be executed in its name and on behalf, each individual party hereto
has hereunto set his hand, and each partnership party hereto has caused this
Lease Agreement to be executed in its name and behalf by at least one of its
General Partners.
Witnesses: Landlord:
Sand Lake West Business Park, Inc.
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By: By: /s/ Christine C. Kurtz
------------------------------- ----------------------
Christine C. Kurtz, Vice President
Tenant:
Caribbean Pacific Natural Products, Inc.
By: By: /s/ William J. Reilly
------------------------------ ------------------------------------
(title) Director
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