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Exhibit 10.13
LEASE
This lease, dated as of May 1st, 2000, ("Lease") is by and
between Pete Madison, of 2117 Hoffner Avenue, Orlando, FL. 32809
(together "Landlord") and United Rentals, Inc., a Delaware
corporation, Five Greenwich Office Park, Greenwich, CT 06830
("Tenant").
T ERMS
For good and valuable consideration received by each party from
the other, the parties covenant and agree as follows:
1. PREMISES
(a) Landlord’s Authority. Landlord represents and warrants
that it is the sole owner of the land, buildings and equipment
described on Appendix A attached hereto, together with all
buildings, improvements, facilities and fixtures located on the
land, and any easements, rights of access and other property rights
necessary to allow Tenant unobstructed use and occupancy of the
foregoing (the "Premises"). Landlord represents and warrants that
it has full right and authority to lease the Premises to Tenant and
to otherwise enter into this Lease on the terms and conditions set
forth herein, and that the provisions of this Lease do not conflict
with or violate the provisions of existing agreements between the
Landlord and third parties.
(b) Lease of Premises. Landlord hereby leases the Premises to
Tenant, and Tenant hereby leases the Premises from Landlord. The
Premises are leased to Tenant together with all singular
appurtenances, rights and privileges in or otherwise pertaining
thereto.
(c) Landlord’s Access. Landlord and its authorized agents
or representatives shall have reasonable access to the Premises
during Tenant’s normal business hours on not less than four
hours notice to Tenant. In the event of any emergency giving rise
to the threat of damage or injury to life or property, Landlord may
enter the Premises without notice.
2. TERM
(a) Lease Commencement. The term of this Lease shall commence on
the later of May 1 st
, 2000, (the "Commencement Date"), or the date
possession of the Premises is delivered to Tenant in accordance
with this Lease or any riders attached hereto.
(b) Initial Term. The initial term of this Lease (the "Initial
Term") shall be five (5) years, commencing on the Commencement
Date. Hereinafter, "Term" shall mean the Initial Term and any
extension thereof.
(c) Extension Term. Tenant may, by written notice to Landlord
not less than 60 days prior to the end of the Initial Term, extend
the Term for One (1) or more additional period(s) of five
(5) year(s) each.
3. RENT
(a) Rent. Tenant shall pay Landlord rent ("Base Rent") of
$5,500. per month during the Initial Term. If Tenant exercises its
option(s) extend the term, the Base Rent during the Extension
Term(s) shall be $5,500. per month. Base Rent plus any additional
rent due under this lease is hereinafter sometimes referred to as
"Rent". Rent for partial months at the beginning and end of the
Term shall be apportioned based on the number of days in such
partial months. Rent for the first month shall be due no later than
10 days after the Commencement Date. Rent for partial months at the
beginning and end of the Term shall be apportioned based on the
number of days in such partial months. Rent for the first month
shall be due no later than 10 days after the Commencement Date.
(b) Late Rent. Base Rent payments are due on the first day of
the month and shall be considered late if received after the tenth
day of the month. In the event that Tenant fails to make any Base
Rent payment on or before the tenth day of the month, Tenant shall
pay a late charge in the amount of 5% of the Base Rent due. Except
as may otherwise be provided in this Lease, Base Rent payments are
due without notice or demand and without setoff or deduction.
4. TAXES AND ASSESSMENTS
(a) Payment of Taxes by Tenant. As additional rent, Tenant shall
pay all real estate taxes, property taxes estimated at $250 per
month, transaction, privilege, excise or sales taxes, special
improvement and other assessments (ordinary and extraordinary), and
all other taxes, duties, charges, fees and payments imposed by any
governmental or public authority which shall be imposed, assessed
or levied upon, or arising in connection with the ownership, use,
occupancy or possession of the Premises or any part thereof during
the Term (all of which are herein called "Taxes"). Tenant shall
deliver to Landlord evidence of timely payment of Taxes. Taxes for
the tax year in which the term shall commence or expire shall be
apportioned according to the number of days during which each party
shall be in possession during such tax year. Actual property taxes
shown above are based on an estimated cost of $3,000 per year. If
actual amount varies the landlord and tenant will settle the amount
each November.
(b) Tax Protest. Tenant may contest any Taxes by appropriate
proceedings conducted at Tenant’s expense in Tenant’s
name or, if required by law, in Landlord’s name. Landlord
shall cooperate with Tenant and execute any documents or pleadings
reasonably required for such purpose, but Landlord shall not be
obligated to incur any expense or liability in connection with such
contest. Tenant may defer payment of the contested Taxes pending
the outcome of such contest, if such deferment does not subject
Landlord’s interest in the Premises to forfeiture. Tenant
shall deposit with Landlord, if Landlord so requests, an amount of
money at least equal to the payment so deferred plus estimated
penalties and interest. Upon notice to Tenant, Landlord may pay
such contested Taxes from such deposit if necessary to protect
Landlord’s interest in the Premises from immediate sale or
loss. When all contested Taxes have been paid or canceled, all
moneys so deposited to secure the same and not applied to the
payment thereof shall be repaid to Tenant without interest. In lieu
of any such deposit, at its election Tenant may furnish a bond in a
form, in an amount, and with a surety reasonably satisfactory to
Landlord. All refunds of Taxes shall be the property of Tenant to
the extent they are refunds of or on account of payments made by
Tenant.
5. SERVICES AND
UTILITIES
(a) Contractual Arrangements. Tenant shall make arrangements for
delivery to the Premises of any gas, electrical power, water,
sewer, telephone and other utility services and any cleaning, trash
and snow removal and maintenance services as Tenant deems necessary
or desirable for its operations during the Term. Landlord
represents that the foregoing services and utilities are installed
or readily available at the Premises without any material
installation costs to Tenant.
(b) Payment of Charges. Tenant shall promptly pay all charges
for utility and other services contracted by Tenant to be delivered
to or used upon the Premises during the Term and shall be
responsible for providing such security deposits, bonds or
assurances as may be necessary to procure such services.
(c) Transition. Landlord and Tenant shall each reasonably assist
the other in transition of payments for, and control of, services
and utilities at the commencement and termination of this
Lease.
6. MAINTENANCE AND REPAIR
(a) Present Condition. Prior to the commencement of the Term,
Landlord shall put the building systems, including, without
limitation, plumbing and electrical lines and equipment, heating,
ventilation and air conditioning systems, boilers, and elevators,
if any, in good repair and condition. Landlord represents, warrants
and covenants that at the Commencement Date such systems will be in
good mechanical and operating condition. Subject to the preceding
sentences of this paragraph, Tenant accepts the Premises in their
present condition, except as noted on Appendix "B" attached, which
the Landlord agrees to complete by no later then May 1, 2000
(Commencement Date). Landlord represents and warrants that it has
no knowledge of any conditions which have existed or presently
exist which could materially adversely affect Tenant’s
business or contemplated use of the Premises.
(b) Maintenance Obligations. After the commencement of the Term,
Tenant shall promptly make or cause to be made all non-structural
and routine mechanical repairs needed to maintain the Premises in
its present condition, subject to reasonable wear and tear.
Landlord shall promptly make or cause to be made all structural and
non-routine mechanical repairs and replacements necessary to so
maintain the Premises, which shall include keeping the roof and
Premises free of leaks, repairs to the plumbing and drainage
systems, electrical systems, and the exterior and interior
structural elements of the building (including, without limitation,
the roof, exterior and bearing walls of the building, support
beams, foundations, columns and lateral supports).
7. USE; COMPLIANCE WITH LAWS
(a) Permitted Uses. Tenant may use and occupy the Premises for
all lawful uses or purposes.
(b) Compliance with Laws. Landlord represents and warrants that
Tenant’s intended use of the Premises for sales, rentals,
storage, maintenance, and repair of construction, household and
other
machinery, tools and equipment of all kinds and
for offices and other related uses in connection with
Tenant’s equipment rental business is a lawful use of the
Premises, and that no further governmental consents, approvals or
permits are necessary for such use. Landlord further represents and
warrants that the Premises are in compliance with all applicable
laws, including the Americans With Disabilities Act. If the
foregoing representations are untrue, then, in addition to all of
Tenant’s other rights hereunder or at law or in equity,
Landlord shall reimburse Tenant for, and shall indemnify and hold
Tenant and any Tenant Indemnitees harmless from and against, any
and all damages, injuries, fines, losses or claims, and all costs
and expenses, including reasonable attorneys fees, incurred by or
asserted against Tenant as a result of or arising out of such
representation being untrue, including any costs or expenses
associated with obtaining any necessary consents, approvals or
permits.
8. ALTERATIONS
Tenant may, without obtaining Landlord’s prior consent or
approval, make temporary alterations, improvements and additions
("Alterations") to the Premises that do not permanently affect the
Premises. Tenant may make other non-temporary Alterations to the
Premises (by way of example but not limitation, the installation of
drywall partitioning, doorways, and lifts) with Landlord’s
prior consent or approval, which consent or approval shall not be
unreasonably withheld, conditioned or denied; notwithstanding the
foregoing, if the cost of such non-temporary Alterations is less
than $20,000, Landlord’s prior consent shall not be required.
All Alterations made by Tenant shall be made at Tenant’s sole
cost and expense, including all costs and expenses incurred in
obtaining any required governmental consents, permits or approvals.
Tenant may perform all Alterations with contractors and
subcontractors of Tenant’s own choosing. Landlord will
cooperate with Tenant’s efforts to obtain any governmental
permits or approvals or consents required therefor. Landlord shall
not be entitled to impose upon Tenant any charges or fees of any
kind in connection with any Alterations.
9. SIGNAGE
Tenant, at its expense and subject to its obtaining any required
governmental permits and approvals, may place, maintain, repair and
replace signage on the Premises, which may include any such trade
name(s) or corporate affiliations as Tenant chooses. Landlord shall
cooperate with Tenant’s efforts to obtain any permit,
approval or consent necessary or desirable in connection with the
installation of any sign.
10. TENANT’S PROPERTY
For purposes of this Lease, the Term "Tenant’s Property"
shall mean all office furniture and equipment, movable partitions,
communications equipment, inventory, and other articles of movable
personal property owned or leased by Tenant and located in the
Premises. All Tenant’s Property shall be and remain the
property of Tenant throughout the Term of this Lease and may be
removed by Tenant at any time during the Term. Upon the expiration
of this Lease, or within 30 days after the sooner termination
hereof, Tenant shall remove all Tenant’s Property from the
Premises without leaving any noticeable damage to the Premises. If
Tenant leaves noticeable damage as a result of Tenant’s
removal of Tenant’s Property, Landlord shall give Tenant 15
days written notice to remove or repair such damage,
after which time, Landlord may repair such damage
and Tenant shall reimburse Landlord for all costs and expenses
reasonably incurred by Landlord in repairing such
damage.
11. QUIET ENJOYMENT
Landlord covenants that Tenant shall and may, at all times
during the Term, peaceably and quietly have, hold, occupy, and
enjoy the Premises.
12. LIENS AND MORTGAGES
(a) Tenant’s Liens. Tenant shall not (i) by any
failure to act or by any act, other than the mere hiring of a
material or service provider, allow any materialman’s or
mechanic’s liens, or (ii) by any act or failure to act
allow any other liens, deeds of trust, mortgages, or other
encumbrances, to be placed on the whole or any portion of the
Premises during the term of this Lease.
(b) Non-Disturbance. Landlord may place or leave in place a
mortgage on the Premises, but only if Landlord shall have obtained
from its mortgagee a written agreement with Tenant, in form and
substance satisfactory to Tenant’s legal counsel, which
agreement (including any extensions, modifications, renewals,
consolidations, and replacements thereof) shall be binding on their
respective successors and assigns and which provides that so long
as Tenant shall not be in default in payment of Rent:
(a) Tenant shall not be joined as a defendant in any
proceeding which may be instituted to foreclose or enforce the
mortgage; (b) Tenant’s possession and use of the
premises in accordance with the provisions of this Lease shall not
be affected or disturbed by reason of the subordination of this
Lease to, or any modification of or default, under the mortgage;
and (c) the mortgagee will subordinate arid subject its
respective rights, if any, to any portion of the insurance proceeds
otherwise payable to Landlord when and to the extent necessary for
Landlord to comply with its obligations of repair and restoration
hereunder.
13. INSURANCE
(a) Building Insurance. Throughout the Term, Landlord shall keep
the buildings and improvements included in the Premises insured for
the "full replacement value" thereof against loss or damage by
perils customarily included under standard "all-risk" policies.
(b) Tenant’s Liability Insurance. Throughout the Term,
Tenant shall maintain commercial general liability insurance,
including a contractual liability endorsement, and personal injury
liability coverage in respect of the Premises and the conduct or
operation of business therein, with Landlord as an additional
insured, with limits of not less than $3,000,000 combined single
limit for bodily injury and property damage liability in any one
occurrence. Each such policy of insurance shall provide that the
same will not be canceled without at least 30 days prior written
notice to Landlord. On written request by Landlord, Tenant shall
deliver to Landlord certificates of insurance, showing that the
insurance required to be maintained pursuant to the foregoing
provisions of this Section 13(b) is in force and will not be
modified or canceled without 30 days prior written notice being
furnished to Landlord Thereafter, not less than 30 days prior to
the expiration or termination of each such policy, Tenant shall
furnish to
Landlord certificates showing renewal of, or
substitution for, policies which expire or are terminated. The
insurance to be maintained by Tenant pursuant to this
Section 13(b) may be effected either by blanket or umbrella
policies.
(c) Waiver of Subrogation. A party shall have no claim against
the other or the employees, officers, directors, managers, agents,
shareholders, partners or other owners of the other for any loss,
damage or injury which is covered by insurance carried by such
party and for which recovery from such insurer is made,
notwithstanding the negligence of either party in causing the loss.
The foregoing waiver and release shall not apply, however, to any
damage caused by intentionally wrongful actions or omissions. Each
party represents that its current insurance policies allow such
waiver. Neither Landlord nor Tenant shall obtain or accept any
insurance policy which would be invalidated by or which would
conflict with this paragraph.
14. INDEMNIFICATION
Except as may otherwise be provided in this Lease, Tenant shall
indemnify and hold harmless Landlord, its employees, officers,
directors, managers, agents, shareholders, partners or other owners
from and against any and all third-party claims arising from or in
connection with (i) the conduct or management of the Premises
or of any business thereon, or any condition created in or about
the Premises during the term of this Lease, unless created by
Landlord or any person or entity acting at the instance of
Landlord; (ii) any act, omission or negligence of Tenant or
any of its subtenants or licensees or its or their employees,
officers, directors, managers, agents, shareholders, partners or
other owners, invitees or contractors; (iii) any accident or
injury or damage whatever, not caused by Landlord or any person or
entity acting at the instance of the Landlord occurring in, at or
upon the Premises. Tenant shall have the right to assume the
defense of any such
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