EXHIBIT 10.14
NET LEASE
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FUNDAMENTAL LEASE PROVISIONS
THIS LEASE AGREEMENT, made and entered into this 1st day of May, 1998, by
and between PEJE, INC., as Landlord, and:
TENANT: STAR BRITE DISTRIBUTING, INC.
MAILING ADDRESS: 4041 S.W. 47 Avenue,
Ft. Lauderdale, FL 33314
PHONE: 954-587-6280
LEASED PREMISES:
BUILDING: TRACT TWELVE, NEW TOWN COMMERCE CENTER
ADDRESS: 4151 S.W. 47 Avenue,
Ft. Lauderdale, FL 33314
LEASE TERM: TEN YEARS
ANNUAL MINIMUM RENT: $94,800.00
(Notwithstanding the provisions of Paragraph 4.4, the
rent shall be adjusted annually higher or lower for
all assessments set forth in Paragraph 4.5 shall be
considered additional rent.)
Lessee has the right to sublet all or a portion of
the space covered by the lease.
The lessor has a secondary secured interest in lessee
accounts receivable and inventory as collateral for
the lease.
LEASED AREA: 12,000+ Square Feet (6,000 sq. ft.
finished office)
PERMITTED USE: Office/Distribution
1ST MONTH'S MINIMUM RENT: $7,900.00
474.00 State Sales Tax
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$8,374.00 Total
EXHIBITS: The exhibits listed in this section
and attached to this Lease are
hereby incorporated in and made
a part of this Lease.
EXHIBIT "A": Site Plan
*Plus Sales Tax
1
WITNESSETH:
FOR VALUE RECEIVED, it is hereby agreed that:
ONE
PREMISES: The Landlord, by these presents does hereby lease and rent unto the
said Tenant, and said Tenant hereby agrees to lease and take upon the terms and
conditions which hereinafter appear, hereinafter called demised premises being a
part of NEW TOWN COMMERCE CENTER located in the County of BROWARD and State of
Florida. (Said space according to the Site Plan Exhibit "A".) Tenant agrees that
at all times during the term of this lease it shall at its own cost and expense:
A) Obtain and maintain in effect all permits and licenses necessary for the
operation of Tenant's business as herein provided. B) To comply with all
reasonable rules and regulations for the use and occupancy of the of the
Building as Landlord, in its sole discretion from time to time promulgates for
the best interest of the Building. Landlord shall have no liability for
violation by any other tenant of the Building of any rules or regulations nor
shall such violation of the waiver thereof excuse Tenant from compliance. C) Be
responsible for and shall pay before delinquency all municipal, county or state
taxes assessed during the term of this lease against any leasehold interest or
property of any kind owned by or placed in, upon or about the leased premises by
the Tenant. D) Neither encumber nor obstruct the sidewalks adjoining said
premises nor allow the same to be obstructed or encumbered in any manner, and
keep said sidewalks free of rubbish and dirt. The Tenant shall not place or
cause to be placed any merchandise, vending machines, or anything on the
sidewalk or exterior of premises without written consent of the Landlord,
including an individual dumpster.
2
Leasehold Improvements:
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2.1 Construction of Leasehold Improvements. Any improvements to the
Premises shall be constructed by the Landlord at the sole cost and expense of
the Tenant (Tenant's Work) no later than (5) working days after the execution of
this Lease by the Tenant: (i) Tenant shall furnish Landlord with a preliminary
Space Plan for the Premises, in form acceptable to Landlord's Space Planner
drawn to a scale of one-quarter inch (1/4") equals one (1) foot, or (ii)
Landlord and Tenant, or their representative, shall meet together with
Landlord's Space Planner for the purpose of preparing a preliminary Space Plan
for the Premises. Within ten (10) working days from Landlord's receipt of the
preliminary Space Plan, Landlord shall prepare and furnish to Tenant an
estimated cost of construction of Tenant's work, including in the estimate
separate entries for labor, material and a supervisory fee in the amount of ten
per cent (10%) of labor and material. No later than five (5) working days after
submission of Landlord's estimate of construction cost to Tenant, as set forth
above, Tenant shall either agree to the estimate and authorize Landlord to
proceed with the Work or furnish to Landlord specific objections to the cost for
Tenant's Work and to a final Space Plan, Landlord and Tenant shall execute an
Addendum to this Lease, in the form attached hereto as Exhibit "D" incorporating
into the Addendum the agreed-upon Space Plan for the Premises, and setting forth
the agreed cost of construction. If Landlord and Tenant are unable to agree upon
a Space Plan or construction cost for Tenant's Work within ten (10) days from
the execution of this Lease by the Tenant, then Landlord shall have the right to
terminate this Lease upon (3) days written notice to Tenant and, thereupon, to
re-let the Premises. The agreed cost of construction of Tenant's Work shall be
paid by Tenant to Landlord as set forth in Exhibit "D" hereof.
2.2 Ownership of Improvements. All improvements to the Premises shall
remain the property of the Landlord. In no event shall Tenant make any
improvements or alterations to the Premises, including the installation and
removal of trade fixtures, without the prior written consent of Landlord.
FIXTURES: All improvements installed by Tenant shall be new or completely
reconditioned. Tenant shall not make or cause to be made any alterations,
additions or improvements, or install or cause to be installed any trade
fixtures, exterior signs, floor coverings or make any changes to the office
without first obtaining Landlord's written approval and consent. Tenant shall
present to the Landlord plans and specifications for such work at the time
approval is sought. All alterations, decorations, additions or improvements made
by the Tenant, or made by the Landlord on the Tenant's behalf by agreement under
the Lease shall remain the proper of the Lessor. The Tenant shall at all times
maintain fire insurance with extended coverage in the name of the Landlord and
the Tenant, in an amount adequate to cover the cost of replacement of all
alternations, decorations, additions or improvements in the event of fire or
extended coverage loss. Tenant shall deliver to the Landlord certificates of
such fire insurance policies, which shall contain a clause requiring the
insurance to give Landlord ten (10) days notice of cancellation of such policies
if said insurance company would agree to such a clause. Such alterations,
decorations, additions and improvements shall not be removed from the premises
without prior consent in writing from the Landlord.
If after default in payment of rent or violation of any other
provisions of this Lease, or upon the expiration of this Lease, the Tenant moves
out or is dispossessed and fails to remove any trade fixtures, signs, or other
property prior to such said default, removal, expiration of warrant then and in
that event, the said fixtures, signs and property shall be deemed abandoned by
Tenant and shall become the property of the Landlord, or Landlord may notify
Tenant to remove same at Tenant's own cost and expense, and upon the failure of
Tenant to do so, Landlord may, in addition to any other remedies available to
it, remove said property as the duly authorized agent of Tenant at Tenant's
expense.
THREE
3.1 N/A
FOUR
4.1 Rental Payment. All rent and other charges payable to the Landlord
under any provision of this lease shall be paid to the Landlord, or as the
Landlord may otherwise designate, in lawful money of the United States at the
address of the Landlord or at such other place as the Landlord in writing may
designate, without any set-off or deduction whatsoever, and without any prior
demand therefore. In addition to the payment of the Rent and other charges, the
Tenant shall also pay to the Landlord, at the time of payment of such Rent and
other charges, all sales taxes payable by virtue of any such payments. Rent for
any period begins during the term hereof which is for less than (1) month shall
be prorated portion of the monthly installment.
3
4.2 Annual Minimum Rent. The Tenant shall pay the Annual Minimum Rent,
which is subject to adjustments as hereinafter set forth, in equal monthly
installments in advance of the first day of each calendar month included in the
Lease Term. The first monthly installment shall be paid on the signing of this
Lease if not previously delivered. Tenant acknowledges that late payment by
Tenant to Landlord of Rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which would be
extremely difficult and impractical to ascertain. Such costs include, but are
not limited to processing and accounting charges, and late charges which may be
imposed on Landlord by the terms of any Mortgage or Trust Deed covering the
Premises. Therefore,
4.3 In the event Tenant is late in the payment of rent or other sume of
money required to paid under this Lease, Tenant agrees to pay to Landlord a late
charge of five cents of each dollar of each payment five (5) days or more in
arrears. Said payment shall be to cover extra expenses incurred by Landlord in
handling delinquent payments. In addition to the late charge referred to above,
any and all payments in arrears for more than ten (10) days shall bear
interests, payable as rent to the Landlord at the highest interest rate the
Landlord is allowed to charge under applicable law; provided however, that said
interest rate shall in no event exceed 18% per annum. The provisions of this
section are cumulative and shall in no way restrict the other remedies available
to Landlord in the event of Tenant's default as provided in this Lease.
4.4 A two (2%) per cent increase on the yearly anniversary of such
lease for the term of the Lease.
4.5 Additional Assessments. It is understood that, in addition to the
Annual Minimum Rent and Adjustment of Annual Minimum Rent, Tenant shall pay to
Landlord its prorated share of all taxes, assessments, insurance premiums,
operating charges, maintenance charges, and any other charges, costs and
expenses which arise from the ownership, occupancy or use of the Parcel or any
part thereof, including the maintenance of exterior walls, roof areas and the
structural integrity of buildings located upon the Parcel. For the purposes of
this Lease, the term "Parcel" shall mean the contiguous property set forth in
Exhibit "A" together with all improvements located or to be located thereon. 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 Tenant's share of the Additional Assessments payable for such calendar
year as computed based upon the cost thereof to the Landlord. If there shall
have been an underpayment by the Tenant, the Tenant shall pay the difference
within ten (10) days; if there shall have been an overpayment by the Tenant, the
Tenant shall be given credit towards the next due payment of its share of
Additional Assessments. At the end of each calendar year, the Tenant shall have
the right to require Landlord to substantiate, by written itemization, the
Landlord's computation of Tenant's Additional Assessments. Landlord shall
furnish such an itemization to Tenant within thirty (30) days from Tenant's
written request for itemization.
FIVE
5.1 ALTERATIONS: A) Tenant may, at its expense, make such alterations
and improvements to the demised premises and install interior partitions as it
may require, provided that the written approval of the Landlord and any
necessary building permits be first obtained (said approval not to be
unreasonably withheld) and that such improvements and alterations are done in a
workmanlike manner, in keeping with all building codes and regulations, and in
no way harm the structure of the demised premises, provided that at the
expiration of this lease or any extension thereof, Tenant, at its expense,
restores the within demised premises to its original condition and repairs any
damage to the premises resulting from the installation or removal of such
partitions, fixtures, or equipment as may have been installed by Tenant if
requested to do so by Landlord.
5.2 The Landlord shall not be liable for any labor or materials
furnished or to be furnished to the Tenant upon credit, and no mechanic's or
other lien for any such labor or materials shall attach to or effect the
reversion or other estate of interest of the Landlord in and to the leased
property. Whenever any mechanic's lien shall have been filed against the leased
property based upon any act or interest of the Tenant or of anyone claiming
through the Tenant, or if any security agreement shall have been filed for or
effecting any materials, machinery, or fixtures used in the construction, repair
or operation thereof or annexed thereto by the Tenant, the Tenant shall
immediately take such action by bonding, deposit, or payment as will remove the
lien within ten (10) days after notice to the Tenant, Landlord may pay the
amount of such mechanic's lien or security agreement or discharge the same by
deposit, and the amount so paid or deposited, with interest thereon, shall be
deemed additional rent reserved under this Lease and shall
4
be payable forthwith with interest at the highest legal rate from the date of
such advance, and with the same remedies to the Landlord as in the case of
default in the payment of rent as herein provided.
SIX
B) Upon commencement of this Lease, Tenant shall at all times keep the
leased premises and all partitions, doors, fixtures, equipment and appurtenances
thereof (including lighting and plumbing fixtures, and A/C system) in good
order, condition and repair except for structural portions of the premises which
shall be maintained by Landlord, but if Landlord is required to make repairs to
structural portions by reason of the acts or omissions of Tenant, its agents,
employees or invitees, Landlord may add the cost of such repairs to the rent
which shall thereafter become due.
SEVEN
LANDLORD/TENANT RESPONSIBILITY TO PREMISES: Landlord agrees, unless
damage to the same is caused by the acts of Tenant, its agents, employees or
invitees, to keep in good order the roof, exterior walls (exclusive of all
glass, including plate glass), and water, sewer, and sprinkler system (if any)
but not fixtures pertaining to such systems. Landlord gives to Tenant exclusive
control of premises and shall be under no obligation to inspect said premises.
Tenant shall at once report in writing to Landlord, any defective condition
known to him which Landlord is required to repair, and failure to so report such
defects shall make Tenant responsible to Landlord for any additional liability
incurred by Landlord by reason of such defect.
Notwithstanding any provision in this Lease to the contrary; Landlord
shall not be responsible or liable to Tenant for any injury or damage from acts
or omissions of persons occupying the property adjoining the leased premises or
any part of the building of which the leased premises is a part of, for any
injury or damage resulting to the Tenant, or its property, from bursting,
stoppage, or leaking of water, gas, sewer or steam pipes, or from any structural
defect in the roof, exterior walls or the like.
EIGHT
USE: A) Premises shall be used for permitted use only.
Premises shall not be used for any illegal purposes, nor in any manner
to create any nuisance or trespass, nor in any manner to vitiate the insurance
or increase the rate of insurance on premises.
B) Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises form a part, and in the event that any governmental authority
having jurisdiction thereof shall hereafter at any time contest and/or declare
by notice, violation, order or in any manner whatsoever that the premises hereby
demised are used for a purpose which is a violation of such certificate of
occupancy, Tenant shall upon five (5) days written notice from Landlord,
immediately discontinue such use of said premises.
C) Tenant agrees that Landlord shall have the right to prohibit the
continued use by Tenant of any unethical or unfair method of business operation,
advertising or interior display, if, in Landlord's opinion, the continued use
thereof would impair the reputation of the NEW TOWN COMMERCE CENTER as a
desirable place to shop or is otherwise out of harmony with the general
character thereof, and upon notice from Landlord, Tenant shall forthwith refrain
from or discontinue such activities.
NINE
CONDITIONS TO GRANT: Tenant expressly covenants that it will not
assign, mortgage or encumber this Agreement nor under-let, suffer or permit the
demised premises or any part thereof to be used by other without the prior
written consent of Landlord in each instance. Such consent not to be
unreasonably withheld.
If this Lease be assigned or if the demised premises or any part
thereof be under-let or occupied by anyone other than Tenant without the express
written consent of Landlord having been obtained, Landlord may collect rent from
the assignee, under tenant or occupant and apply the net amount collected to all
rent herein reserved, but no assignment, under-letting, occupancy or collection
shall be deemed a waiver of this
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covenant or the acceptance of the assignee, under-tenant, or occupant as Tenant,
or a release of the performance of the covenants on Tenant's part herein
contained.
In the event the Landlord's written consent is given to an assignment
or sub-letting, the Tenant shall nevertheless remain liable to perform all
covenants and conditions thereto and to guarantee such performance by his
assignee or sub-tenant.
TEN
QUIET ENJOYMENT: The Landlord covenants that the Tenant, upon payment
of the rent and additional rent above reserved, upon the due performance of the
covenants and agreements herein contained, shall and may at all times during the
term hereby granted peaceably and quietly have, hold and enjoy the demised
premises for the term of this Lease. However, the Landlord shall have no
liability whatsoever to the Tenant for any breach of the covenant occasioned by
the acts or omissions of any transferee, successor, or assignee of the Tenant.
ELEVEN
TENANT NEGLECT: If Tenant refuses or neglects to repair property as
required hereunder to the reasonable satisfaction of Landlord as soon as
reasonably possible after written demand, Landlord may make such repair without
liability to Tenant for any loss or damage that may accrue to Tenant's
merchandise, fixtures, or other property or to Tenant's business by reason
thereof, and upon completion thereof, Tenant shall pay Landlord's costs for
making such repairs plus twenty percent for overhead, upon presentation of bill
thereof, as additional rent payable with the next rent payment due under this
lease. Said bill shall include interest at the highest legal rate on said cost
from the date of completion of repairs by Landlord.
TWELVE
UTILITIES: The Tenant shall pay directly all charges for electric,
telephone and any other utilities used or consumed in the premises which are
separately metered to the premises. Landlord shall provide each building with
water and sewer utility services. A dumpster(s) will be provided for refuse
collection and Tenant shall pay to Landlord on a monthly basis in advance
Tenant's portion of the water, sewer, and refuse collection charges for the
Building as may be estimated by the Landlord. This charge shall be Additional
Rent under the Lease. In the event that Tenant shall fail or refuse to pay any
utility charges individually metered to Tenant, the Landlord may, but shall not
be obligated to, pay such charges, and Tenant shall reimburse the Landlord on
demand. If Tenant uses water or produces refuse in excess of normal
office/warehouse use, Landlord, in its discretion may allocate Tenant the
increased cost of such services as measured or estimated by Landlord, and Tenant
shall pay Landlord, on demand, any increased cost so measure or estimated.
THIRTEEN
INSURANCE: Tenant shall, from the date that Tenant enters into
possession of the demised premises, and throughout the term of this Lease, at
its sole cost and expense, provide and keep in full force and effect for the
benefit of Landlord and/or any firms, persons or corporation designated by
Landlord having an interest in the Building in such insurance company or
companies as may be acceptable to Landlord the following:
A) All plate and other glass insurance.
B) General liability insurance in standard form in respect to the
demised premises, protecting the Landlord and others named
against any liability whatsoever occasioned by accident or
disaster on, in, or about the demised premises or any
appurtenances thereto, and on, in, or about the sidewalks
immediately adjoining the demised premises, with limits of
liability of not less than $100,000.00 for one person in one
accident and $300,000.00 or two or more persons in one
accident, and property damage insurance in an amount not less
than $100,000.00
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C) Contents insurance covering all of the Tenant's stock-in-trade
fixtures, furniture, furnishings, floor coverings, equipment and the like in an
amount equal to eighty percent (80%) of the replacement value.
All premiums on all policies referred to in this section shall be paid
by Tenant. Duplicate originals of such policies shall be delivered to Landlord
on any other names pursuant to this section immediately upon receipt thereof
from the insurance company or companies but in no event later than the
commencement date of this Lease. Duplicate originals of renewal policies or new
policies replacing any policies expiring during the term hereof shall be
delivered to Landlord at least twenty (20) days before the date of expiration of
the old or replaced policies, together with proof satisfactory to Landlord that
the full premiums have been paid by Tenant on the new policies. Premiums on
policies shall not be financed in any manner whereby the lend, on default or
otherwise, shall have the right or privilege of surrendering or canceling the
policies. Each insurance policy required hereunder shall by its terms provide
that it shall not be modified without the prior written consent of the Landlord
and shall not be canceled unless ten (10) days notice thereof is given by the
insurer to the Landlord if such clause is placed in the policy.
Each party hereto does hereby remise, release and discharge the other
party hereto and any officer, agent, employee or representative on such party,
of and from any liability whatsoever hereafter arising from loss, damage, or
injury caused by fire or other casualty for which insurance (permitting waiver
of liability and containing a waiver of subrogation) is carried by the injured
party at the time of such loss, damage or injury to the extent of any recovery
by the injured under such insurance.
FOURTEEN
INSURANCE DEFAULT BY TENANT: On default by Tenant in obtaining any
insurance required hereunder or delivering any policies or paying the premiums
or other charges thereon as aforesaid, it shall be the privilege though not the
obligation, of Landlord to effect fully such insurance and likewise to pay any
premiums or charges thereon. All sums so paid by Landlord with all costs and
expenses incurred by Landlord in connection therewith, together with interest
thereon at the highest legal rate from respective dates of Landlord's making of
each such payment, shall constitute additional rent payable by Tenant under this
Lease and shall be paid by Tenant to Landlord on demand.
Tenant agrees that it will not keep, use, sell or offer for sale in or
upon the leased premises any article which may be prohibited by the standard
form of fire insurance policy. Tenant agrees to pay promptly upon Landlord's
demand any increase in premiums for fire and extended coverage insurance that
may be charged during the term of this lease on the amount of such insurance
which may be carried by Landlord on said premises or the building of which they
are such a part, resulting from the type of merchandise sold by Tenant in the
leased premises, whether or not increased premiums are the result of Tenant's
use of the leased premises. A schedule issued by the organization making the
insurance rate on the leased premises showing the various components of such
rate shall be conclusive evidence of the several items and charges which make up
the fire insurance rate on the leased premises. The Tenant, as additional rent,
shall also pay any additional premium on the rent insurance policy that may be
carried by the Landlord for the protection against rent loss through fire if
said additional results from Tenant's occupancy.
FIFTEEN
DESTRUCTION OF PREMISES: If all or part of the leased premises is
damaged or destroyed by fire or other casualty, this Lease and all of its terms,
covenants and conditions shall, subject to the provisions hereinafter set forth,
continue in full force and effect.
A) In the event that the leased premises is damaged, the proceeds of
insurance coverage and additional monies if required, are to be used by the
Landlord to rebuild the leased premises if the term of this Lease shall have at
least three (3) years to run or in the event that said Lease is in its last
three (3) years provided that the Tenant herein agrees to extend the term of
this Lease dealing with Option to Renew, if any, then and in that event the
Landlord shall repair and rebuild the leased premises with reasonable diligence.
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B) To the extent that the loss or destruction of the leased premises of
the office building of which it is a part substantially interferes with the
operation of the Tenant's business, thus requiring the Tenant to temporarily
close its business to the public, the fixed minimum rental shall be abated from
the date of such closing, to the date the damage shall have been substantially
repaired, so as to enable the Tenant to continue its business.
C) Tenant acknowledges and agrees that Landlord will not carry
insurance of any kind on Tenant's furniture and furnishings or on any trade
fixtures, equipment, improvements or appurtenances removable by Tenant under the
provisions of this Lease, and that Landlord shall not be obligated to repair any
damage thereto or replace the same.
SIXTEEN
SUBORDINATION: This Lease is subject and subordinate to all ground or
underlying leases which may not affect the real property of which the demised
premises form a part and to all mortgages which may now affect such leases or
the real property of which the demised premises form a part. Tenant further
agrees to subordinate to any first mortgage hereinafter placed upon the premises
provided the mortgage payments do not exceed the rental income of the total
property mortgaged. This clause shall be self-operative and no further
instrument of subordination shall be required by mortgages. In confirmation of
such subordination, Tenant shall execute promptly any certificate that Landlord
or mortgagee may request. Tenant hereby constitutes and appoints Landlord as
Tenant's attorney-in-fact to execute any such certificate for an on behalf of
Tenant.
Tenant agrees that at any time, and from time to time within fifteen
(15) days following written notice from Landlord it will execute, acknowledge
and deliver to Landlord or any proposed mortgagee or purchaser, in recordable
form a statement in writing certifying that this Lease is unmodified and in full
force and effect (or if there shall have been modifications; that the same is in
full force and effect as modified and stating the modifications), that there are
no defenses or offsets thereto (or stating those claimed by Tenant) and the
dates to which the rent and other charges have been paid in advance, if any, and
stating whether or not the Landlord is in default and setting forth such other
matters and information as may be reasonably required from a prospective
mortgagee or purchaser of the office building it being intended that any such
statement delivered pursuant of the fee or any mortgagee thereof or any assignee
of any mortgage upon the fee of the demised premises.
SEVENTEEN
CONDEMNATION: If the whole of the leased premises shall be taken or
condemned by any competent authority for any public or quasi-public use or
purpose, the term of this lease shall terminate and cease from the date when
possession shall be so taken and Tenant shall have no claim for the value of the
land and building located thereon, but Tenant shall have the right to seek all
business damages as provided by Florida law. If only a portion of the leased
premises shall be taken or condemned by a competent authority for a public or
quasi-public uses or purpose, and if;
A) the part so taken includes the building or any substantial part
thereof, or if
B) the part so taken shall consist of any of the total required parking
area unless Landlord is able to provide other suitable parking in an amount
equal to the taking.
Tenant may elect at any time prior to or within sixty days after the
date of possession of the premises shall be required by the condemning authority
to terminate this Lease by written notice to the Landlord. If the Tenant does
not exercise such options to terminate this Lease within such a period of time,
Landlord with reasonable promptness shall make the necessary repairs to and
alterations of the improvements on the leased premises to the extent that they
have been necessitated by such condemnation. To the extent that the Tenant's
possession of the leased premises may be impaired, the rent herein above
specified shall be abated during any period of non-occupancy. Upon re-occupancy
by the Tenant, rent shall again be paid, but Landlord and Tenant agree that if a
portion of the building, or if any of the total required parking spaces is taken
by the condemning authority, that the rent shall be reduced proportionately by
the taking.
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In the event all or part of the demised premises shall be taken or
expropriated by a public or quasi-public authority and the compensation
therefore is not allocated between the respective interest of Landlord and
Tenant and, provided further, that Landlord and Tenant agree that each
immediately shall appoint an arbitrator. Said arbitrators shall be members of
the Arbitration Association and/or licensed real estate brokers. Said
arbitrators shall appoint one additional arbitrator within seven days and said
three arbitrators shall then constitute an arbitration panel which shall
determine the allocation of the compensation award between Landlord and Tenant.
The sole duty of the panel shall be such allocation, and it shall have no power
to review fair market values established for the whole of the take. The decision
of said panel shall be reduced to writing and signed in duplicate delivered to
each of the parties, and such decision shall be final and conclusive upon both
Landlord and Tenant. All costs and expenses of said arbitration proceeding shall
be divided equally between Landlord and Tenant.
EIGHTEEN
INDEMNIFICATION OF LESSOR: Tenant will indemnify Landlord and save it
harmless from and against any and all claims, actions, damages, liability and
expense in connection with loss of life, personal injury and/or damage of
property arising from or out of any occurrence, in, upon, or at the leased
premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its agents, contractors, employees, servants, lessees or
concessionaires. In case Landlord shall, without fault on its part, be made a
party to any litigation commenced by or against Tenant, then Tenant shall
protect and hold Landlord harmless.
NINETEEN
BROKER'S COMMISSION: Tenant represents and warrants that there are no
claims for brokerage commission or finders fees in connection with the execution
of this Lease, and Tenant agrees to indemnify the Landlord against and hold it
harmless from all liabilities arising from any such claim (including, without
limitation, the cost of counsel fees in connections therewith).
TWENTY
PARKING AND COMMON AREA: Landlord is to provide adequate parking spaces
for leased premises.
All common areas and facilities not within the lease premises which
Tenant may be permitted to use and occupy are to be used and occupied under
revocable license, and if any such license be revoked, or if the amount of such
areas be diminished, Landlord shall not be subject to any liability nor shall
Tenant be entitled to any compensation or diminution or abatement of rent, nor
shall such revocation or diminution of such areas be deemed constructive or
actual eviction.
TWENTY-ONE
DEFAULT: If Tenant shall default in the payment of any rent or other
payments required by Tenant or any part thereof, and if such default shall
continue for five (5) days after the payment shall be due; or if Tenant shall
default in the performance or observance of any other agreements or condition on
its part to be performed or observed, and if Tenant shall fail to cure said
default within three (3) days after written notice of said default from
Landlord; or if any person shall levy upon, take, or attempt to take this
Leasehold interest or any part thereof upon execution, attachment, or other
process of law; or if Tenant shall default with respect to any other lease
between it and Landlord; or if the premises shall be deserted, with respect to
any other lease between it and Landlord; or if the premises shall be deserted,
vacated, abandoned, or if this Lease or any interest therein shall by operation
of law devolve upon or pass to any person or persons other than Tenant; then, in
any of said cases, Landlord lawfully may immediately, or at any time thereafter
and without any further notice or demand, terminate this Lease and Tenant will
forthwith quit and surrender the demised premises, but Tenant shall remain
liable as hereinafter provided.
If this Lease shall be terminated as provided in this Section:
A) The Landlord may immediately, or at any time thereafter, re-enter
and resume possession of the demised premises and remove all persons and
property therefrom either by summary dispossess proceedings or by a suitable
action or proceeding at law or in equity, or by force or otherwise, without
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being liable for any damages thereof. No re-entry by the Landlord shall be
deemed an acceptance of a surrender of this Lease.
B) The Landlord may re-let the whole or any part of the demised
premises for a period equal to, or greater, for less than the remainder of the
term of this Lease, at such rental and upon such terms and conditions as the
Landlord shall deem reasonable, to any tenant or tenants which it may deem
equitable and satisfactory for any use and purpose which is may deem
appropriate. In no event shall the Landlord be liable in any respect for failure
to re-let the demised premises or in the event of such re-letting, for failure
to collect the rent thereunder. Any sums received by the Landlord on a
re-letting in excess of the rent reserved in the Lease shall belong to the
Landlord.
C) Landlord shall have the right without terminating or canceling this
Lease to declare all amounts and rents due under this Lease for the remainder of
the existing term (or any applicable extension or renewal thereof) to be
immediately due and payable, and thereupon all rents and other charges due
hereunder to the end of the initial term or any renewal term, if applicable,
shall be accelerated.
TWENTY-TWO
SIGNS: No signs shall be permitted without Lessor's consent.
TWNETY-THREE
FORCE MAJEURE: In the event that either party hereto shall be delayed
or hindered in or prevented from the performance of any act required hereunder
by reason, of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war or other reason of a like nature, not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then performance of such act shall be excused for the period of such delay. The
provisions of this section shall not operate to excuse Tenant from the prompt
payment of rent, percentage rent, additional rent or any other payments required
by the terms of this Lease.
TWENTY-FOUR
24.1 HOLDING OVER: If the Tenant shall occupy premises with consent of
the Landlord after the expiration of this Lease, and rent is accepted from said
Tenant, such occupancy and payment shall be construed as an extension of this
Lease for the term of one (1) month only from the date of such expiration, and
occupation thereafter shall operate to extend the term of this Lease for but one
(1) month at a time unless other terms of such extension are endorsed hereon in
writing and signed by the parties hereto. In such event, if either Landlord or
Tenant desires to terminate said occupancy at the end of the month after the
termination of this Lease, the party so desiring to terminate the same shall
give the other party at least thirty (30) days written notice to that effect.
24.2 Upon the expiration or other termination of the Lease Term, Tenant
agrees to quit and surrender to the Landlord the premises, broom clean, in good
order and condition, ordinary wear and tear excepted, and, if demanded by
Landlord, to restore the premises to the condition in which they were prior to
the installation of articles so removed. All property not so removed shall be
deemed to have been abandoned by the Tenant and may be retained or disposed of
by the Landlord, as the Landlord shall desire.
TWENTY-FIVE
GENERAL CONDITIONS: This Lease shall be subject to the following
general conditions:
A) Landlord and Tenant both agree that the prevailing party in any
litigation arising out of this Lease shall be entitled to reasonable attorney's
fees and cost incurred in the defense or prosecution of any provision or
condition of this Lease.
B) Landlord hereby reserves the right to make alterations or additions
to the building in which the premises are contained and to build adjoining the
same. Landlord also reserves the right to construct other offices or
improvements in the office. Building from time to time to make alterations
thereof or additions thereto and to build additional offices on any such
building and to build adjoining same.
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C) If any excavation shall be made upon adjacent to the leased
premises, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation license to enter upon the leased
premises for the purpose of doing such work, as Landlord shall deem necessary to
preserve the wall or the building of which the leased premises form a part
injury or damage and to support the same by proper foundations and the Landlord
shall be responsible for any an all damages caused by the negligent acts of its
employees and/or agents.
D) No failure of Landlord to exercise any power given Landlord
hereunder, or to insist upon strict compliance by Tenant with its obligation,
hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Landlord's right to demand
compliance with the terms.
E) It is understood and agreed by the parties hereto that this Lease
contains all of the covenants, agreements, terms, provisions and conditions
relating to the leasing of the demised premises, and that the Landlord has
not made and is not making, and the Tenant is executing and delivering this
lease is not relying upon any warranties, representations, promises or
statements, except to the extent that the same may expressly be set forth in
this Lease.
F) Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed for any clause, or in the event of Landlord obtaining
possession of the leased premises by reason of the violation of Tenant of any of
the covenants or conditions of this Lease, or otherwise.
G) All rights and liabilities herein given to or imposed upon the
respective parties hereto shall extend to and bind the several respective heirs,
executors, administrators, successors, and assigns of the said parties and if
there shall be more than one tenant, they shall all be bound jointly and
severally by the terms, covenants and agreement herein.
H) Landlord may card the premises "For Sale" at any time and "For Rent"
thirty (30) days before the termination of this Lease. Landlord may enter the
premises at reasonable hours to exhibit same to prospective purchasers or
tenants and to make repairs required of landlord under the terms thereof, or to
make repairs to Landlord's adjoining property, if any.
I) In cases in which this Lease provides for the settlement of a
dispute or questions of arbitration, the same shall be settled by arbitration
before three arbitrators (unless the landlord and Tenant shall agree to one
arbitrator) designated by the American Arbitration Association and in accordance
with the rules of such association. The expenses of arbitration proceedings
conducted hereunder shall be borne equally by the parties.
TWENTY-SIX
NOTICES: Tenant hereby appoints as his agent to receive service of all
dispossessory or distraint proceedings and notice thereunder and all notices
required under this Lease, the person in charge leased premises at the time of
occupying said premises; and if no person is in charge of or occupying said
premises, then such service of notice may be made by attaching the same on the
main entrance of said premises. A copy of all notices under this Lease shall
also be sent to Tenant's last known address, if different from said premises.
Any written notice required by this Lease must be served by certified
or registered mail, post prepaid, addressed to the intended recipient, at the
address first herein above given or at such other address as said party may
designate from time to time by written notice.
TWENTY-SEVEN
RECORDING OF LEASE: Landlord or Tenant in order to protect the benefits
of this Lease for the Landlord or Tenant, may whenever Landlord or Tenant deem
necessary, record this Lease and abstracts and memorandums thereof, whether
required or permitted by law, in whatever States of jurisdiction in which the
same is recordable and the party recording the lease shall bear all costs and
expenses including but not limited to, the recordation. Simultaneously, with the
execution of this lease, the parties agree to execute a memorandum of Lease for
recording purposes.
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TWENTY-EIGHT
VALIDITY OF LEASE: This Lease and the attached exhibits contain the
entire agreement between the parties and shall not be modified in any manner
except by an instrument, in writing, executed by both parties. If any term or
provision of this Lease, of the application thereof, to any person or
circumstance shall to any extent, be invalid or unenforceable, the remainder of
this lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this Lease shall be
valid and be enforced to the fullest extend permitted by law.
TWENTY-NINE
CAPTIONS AND SECTION NUMBERS: The captions, section numbers, article
numbers and index appearing in this Lease are inserted only as a matter of
convenience and in no way define limit, construe of this Lease not in any way
affect this Lease.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written to this Lease Agreement.
/s/ Patricia Cappella /s/ Peter G. Dornau
- ---------------------------------- -------------------------------
WITNESS LANDLORD - PEJE, INC. , President
/s/ Casandra Chartrand
- ---------------------------------- -------------------------------
WITNESS LANDLORD-PEJE, INC., Secretary
/s/ Peter G. Dornau
--------------------------------
TENANT-STAR BRITE DISTRIBUTING
STATE OF FLORIDA
COUNTY OF BROWARD
I HEREBY CERTIFY that on this day before me, an officer duly authorized
in the State aforesaid and in the County aforesaid to take acknowledgments,
personally appeared Peter G. Dornau and _______________________ under the laws
of the State of Florida to me known to be the persons described in and who
executed the foregoing Lease and who acknowledged before me that they executed
the same.
Witness my hand and official seal in the County and State last
aforesaid this 1st day of May, 1998.
/s/ Catherine Niman
----------------------------------------
Notary Public, State of Florida at Large
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BROWARD
I HEREBY CERTIFY that on this day before me, an officer duly authorized
in the County aforesaid to take acknowledgements, personally appeared __________
_____________.
Witness my hand and official seal in the County and State last
aforesaid this ______day of ____________, 1998.
----------------------------------------
Notary Public, State of Florida at Large
My Commission Expires:
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