Exhibit 10.1
LEASE AGREEMENT
THIS AGREEMENT is made and entered
into effective as of the 30th day of November 2006 by and between
EastGroup Properties, L.P. (“Lessor”) and
Super Vision International, Inc.
(“Lessee”).
WITNESSETH:
1. Premises . Lessor, in
consideration of the payments to it by Lessee of the rents herein
contained, which Lessee agrees to promptly pay, and in
consideration of the performance by Lessee of the covenants
hereinafter provided, which Lessee agrees to fully and promptly
perform, does hereby lease to Lessee approximately 33,645
square feet of space, hereinafter referred to as the “Leased
Premises,” as shown on the plan attached hereto as
“Exhibit A” and incorporated herein by
reference, located within Building VI (the
“Building”) of Southridge Commerce Park (the
“Center”). The address of the Leased Premises is
9400 Southridge Park Court, Suite 200, Orlando, FL 32819 .
For purposes of calculating sums owed under this Lease, it is
agreed that the Leased Premises constitutes 41.67 % of the
total leasable area within þ
the Building, or
¨
the Center in which it is located.
Said percentage is hereinafter referred to as the Lessee’s
pro rata share.
2. Term . The term of this
Lease shall be for a period of approximately Sixty (60)
months beginning April 1, 2007 (the
“Commencement Date”), provided Lessee executes the
Lease on or before November 30, 2006, and ending on
March 31, 2012 . For every day after said date that
Lessee delays execution of this Lease, the Commencement Date could
be delayed by one (1) day. This period (including any renewals
subsequently enacted pursuant to the terms of this Lease and any
extensions) shall be referred to as the “Lease Term”.
Lessee and Lessee’s subcontractors shall have the privilege
of entering into the Premises two weeks prior to the Commencement
Date for purposes of cable, telephone, trade fixtures, equipment
and furniture installation; provided that such entry or work does
not interfere with the construction of the Tenant Improvements by
Contractor. The actual Commencement Date is subject to the terms of
the first paragraph of “Exhibit D” attached
hereto.
3. Rental . During the first
year of the Lease Term as Total Rental for the use and occupancy of
the Leased Premises, Lessee shall pay to Lessor in lawful money of
The United States of America the sums indicated below (“Base
Rent Schedule”) plus Florida State sales tax, in advance each
and every month during said Lease Term. As used herein, the term
“Total Rental” includes the estimated annual Operating
Expense Factor described in Paragraph 6, “Operating
Expenses” of this Lease, annual Base Rental and all other
sums anticipated to come due under this Lease, if any.
BASE RENT
SCHEDULE
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PSF
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Monthly
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1-12
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6.95
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$
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19,486.06
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13-24
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7.19
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$
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20,168.07
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25-36
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7.45
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$
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20,873.96
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37-48
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7.71
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$
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21,604.55
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49-60
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7.98
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$
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22,360.70
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*
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Plus Florida
State Sales Tax (currently 6.5%) or Operating
Expenses
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With respect to rentals, the parties
also agree as follows:
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(a)
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Upon execution
of this Lease Agreement, Lessee will deposit with Lessor the sum of
$24,252.44 plus Florida State sales tax for a total of
$25,828.85 , which will be credited to Lessee for payment of
the first month’s Total Rental.
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(b)
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The Base Rental
shall be increased annually by three and one half percent
(3.5%) per the Rent Schedule, above.
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(c)
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If this Lease
commences on a day other than the first day of the month, the first
monthly installment of rent shall be adjusted and prorated so that
Lessee shall only pay rent for the actual number of days in the
first month of said term, but for all other months Lessee shall pay
the full monthly installment on the first day of each and every
month.
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(d)
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Rent shall be
mailed or delivered by Lessee to Lessor at: P.O. Box 676488,
Dallas, TX, 75267 , or at such place as Lessor may designate in
writing and rent shall be payable promptly on the first day of each
and every month without prior demand therefor by Lessor.
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(e)
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Lessee hereby
agrees with Lessor that in the event that rentals and other sums
due hereunder are received after the tenth (10
th
) day of the month
in which they are due, Lessee shall pay to Lessor, at
Lessor’s option, a late charge equal to five percent
(5%) of the total sum due, plus applicable sales
tax.
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4. Additional Rent . In
addition to Total Rental set forth herein, all other payments (if
any) to be made by Lessee to Lessor shall be deemed to be and shall
become additional rent hereunder, whether or not the same be
designated as such; and shall be due and payable within thirty
(30) days following demand by Lessor or together with the next
succeeding installment of rent, whichever shall first occur,
together with sales tax thereon. Lessor shall have the same
remedies for failure to pay the same as for a non-payment of
rents.
5. Security Deposit . Lessee
will deposit with Lessor as security for the payment of rent and
the performance of all other covenants to be performed by Lessee,
for a total sum of $28,575.96 . Said security deposit shall
be non-interest bearing. If Lessee defaults in the payment of any
monthly rental installment or fails to perform any other covenant
within ten (10) days after receipt of written demand
therefore, Lessor, at its option, may apply sufficient sums from
the security deposit towards payment thereof. If Lessor elects to
so apply the security deposit, or any part thereof, Lessee shall be
obliged to immediately replenish the security deposit for the
amount so applied by Lessor. The total security deposit shall be
held by Lessor until expiration of the initial Lease Term or until
expiration of any renewal term if any renewal option which exists
is exercised, and the unused portion of the security deposit not
having been used to repair and/or restore any damage (in excess of
reasonable wear and tear) resulting from Lessee’s actions or
neglect to the Leased Premises shall be refunded by Lessor to
Lessee on the last day of the Lease Term. The security deposit
shall not be applied to rent except upon approval of
Lessor.
6. Operating Expenses . As
noted above, the term “Total Rental” includes an annual
“Operating Expense Estimate” equal to $1.70 per
square foot of the Leased Premises, for the calendar year in which
the lease commences, to cover Lessee’s pro rata share (see
Paragraph 1) of the estimated Operating Expenses
With respect to Operating Expenses,
the parties agree to the following:
(a) The term “Operating
Expenses” used in this Lease Agreement represents the total
annualized cost of operating the Building including, but is not
limited to, Owners Association Costs and Assessments Common
Maintenance and Service Costs, Real Estate Taxes and Assessments,
Insurance Premiums, accounting, management fees and other
reasonable costs associated with the management and operation of
the Building. Said term shall not include depreciation on any
improvement, any major capital expenses or improvements
(particularly major re-roofing or pavement resurfacing work),
moving or relocation costs, legal or collection costs and real
estate commissions. In addition, Operating Expenses shall not
include the Operating Expenses Exclusions set forth on
“Exhibit F” attached hereto.
(b) The term “Common
Maintenance and Service Costs” shall include routine cleaning
and maintenance of the exterior of the Leased Premises to include
periodic window cleaning; the cleaning, maintenance and sweeping of
the parking lot and sidewalks; the care and maintenance of the
landscaping and landscaped areas to include the retention pond
areas and irrigation systems; common area exterior lighting and
other power charges, if any; domestic and irrigation water, and
sanitary sewer charges and assessments; routine rubbish collection,
if any; painting; and any other costs customarily considered as
common repair, maintenance and service costs.
(c) The term “Real Estate
Taxes and Assessments” shall include ad valorem real and
personal property taxes and assessments or any new and different
taxes, and assessments levied or charged against the entire
Building (and/or the Center as a completed project). All sales tax
on rents and personal property taxes charged or levied against
Lessee’s furniture, fixtures and equipment in the Leased
Premises shall be paid by Lessee. Notwithstanding any other
provision herein, (i) in the case of a general or special
assessment levied against the Leased Premises and/or Center,
regardless of whether Lessor elects to pay the assessment in
installments, Lessee’s proportionate share of such assessment
shall be computed as if Lessor had elected to pay the same in
installments over the longest period allowed by applicable law and
only those installments (or partial installments) attributable to
installment periods (or partial periods) falling within the Lease
Term shall be included; and (ii) no special assessments
attributable to the initial
development or construction of the
Leased Premises or Center shall be included as additional rent or
otherwise passed on to Lessee. Without limitation, Lessor shall be
obligated to refund to Lessee Lessee’s prorata share of the
amount of any refund, rebate or the like of taxes and/or
assessments that were paid by Lessee (directly or as additional
rent) regardless of whether such refund, rebate or the like is
received by Lessor after the expiration of the term of this
Lease.
(d) The term “Insurance
Premiums” shall include the cost of insuring against loss by
fire or casualty with extended coverage, including insurance of
rents, in an amount(s) reasonably determined by the Lessor. In the
event the cost of premiums on said fire and extended insurance
increases due solely to the hazardous nature, if applicable, of the
use and occupancy by Lessee of the Leased Premises, then the entire
increase in insurance cost shall be paid by Lessee in a lump sum
within thirty (30) days following receipt of invoice from the
Lessor.
On the first day of each calendar
year beginning January 1, 2008 falling after the Commencement
Date throughout the Lease Term, the Operating Expense Estimate
portion of the Total Rental set forth in Paragraph 3 (and, as a
result, the Total Rental) shall be adjusted to reflect
Lessee’s pro rata share of actual or estimated decreases or
increases in Operating Expenses. At least thirty (30) days
prior to the date of adjustment, Lessor shall provide the cost data
upon which the determination of costs, and any decreases or
increases, are based in a format it shall determine to be
consistent with reasonable and customary business practice. In the
event that actual Operating Expenses for a preceding period are
less than the sum paid by the Lessee under this provision, Lessor
shall refund or credit such excess to the account of the Lessee. If
the sum collected is less than the actual Operating Expenses,
Lessee shall reimburse Lessor for such variation within thirty
(30) days after receipt of invoice therefore accompanied by
supporting data. The obligation to pay Lessee’s pro rata
share of Operating Expenses incurred during the Lease Term shall
survive the expiration or termination of this Lease.
Lessor shall maintain accurate
records of operating costs. Lessee shall have the right to inspect
and audit all records of Lessor with respect to additional rent or
Operating Expenses. If Lessee’s representatives request
print-outs or copies of any such records, Lessor shall deliver the
print-outs or copies and Lessee shall reimburse Lessor for the
reasonable costs of the print-outs and copies. If the amount of
additional rent or Operating Expenses indicated on any statement is
overstated by more than three percent (3%), Lessor shall reimburse
Lessee for the reasonable cost of the audit and inspection. Lessor
shall reimburse Lessee for any amount paid by Lessee which should
not have been paid.
Lessee acknowledges that if the
Building is part of a Center, the Center may include not only the
Building but other buildings either already existing or to be
constructed in the future. Lessee understands and agrees that, for
the purposes of administering the provisions of this Paragraph 6,
so long as the Building is owned and/or managed in conjunction with
other buildings, Operating Expenses and other costs reimbursable by
the Lessee may be paid, recorded and reported on a consolidated
overall project basis.
Upon computation of the Operating
Expenses and the corresponding adjustment of the estimated monthly
payments due from Lessee for the current lease year and the
communication of that adjustment by Lessor to Lessee, then Lessee
shall pay, with the monthly installment of Base Rent next due
following communication of such adjustment, the difference, if any,
between the monthly estimated Operating Expenses for the preceding
year and the monthly estimated Operating Expenses for the current
year, multiplied by the number of months, if any, elapsed during
the then current year prior to such communication (i.e. the number
of months elapsed since the last anniversary of the Commencement
Date). In no event shall Lessor’s delay in the computation of
such adjustment or the communication thereof to Lessee relieve
Lessee of Lessee’s obligation to pay monthly estimated
Operating Expenses each month during the Lease Term.
7. Construction . Lessee will
be accepting the Leased Premises as follows:
¨
“As Is”
¨
With the following improvements to
be made by Landlord:
þ
With improvements to be constructed
in accordance with the attached Exhibits B, C and D
.
If none of the boxes in this
paragraph are marked at the time of the execution of this Lease,
the Lessee shall be deemed to be accepting the Leased Premises on
an “as is” basis, with no representation or warranties
from the Lessor of any kind except as expressly provided in this
Lease.
8. Utilities . Lessee shall pay for
electric power consumed at the Leased Premises, which shall be
separately metered. Lessor shall furnish water and sewer services
to the Leased Premises and Lessee shall reimburse Lessor for
Lessee’s pro rata share of these charges as part of
“Operating Expense” pursuant to Paragraph 6. Lessor
reserves the right to install, at Lessor’s discretion,
separate meters (or sub meters) for any public utility, and may
further require the Lessee to place service in Lessee’s name,
whereupon Lessee shall pay any necessary deposits to the applicable
utility company, and thereafter pay for such utilities directly, in
which case Operating Expenses shall exclude such public utility
costs. Lessee shall also have the right to install separate meters
(or sub meters) for any public utility, in which case Lessee shall
place service in Lessee’s name, pay any necessary deposits to
the applicable utility company, and pay for such utilities directly
and, in such event, Operating Expenses shall exclude such public
utility costs. Lessee shall arrange and pay for trash collection
services at the Leased Premises.
9. Insurance . Lessor shall
arrange to insure the Building of which the Leased Premises form a
part against loss by fire or casualty with all risk coverage in an
amount reasonably determined by the Lessor. The types of insurance
coverage and levels of insurance coverage obtained by the Lessor
shall be customary types and levels of insurance for comparable
properties in the Orlando, Florida metropolitan area. Said policy
shall include a standard waiver of subrogation clause against
Lessee. Lessor shall provide Lessee with a Certificate of Insurance
prior to the Commencement Date and shall exhibit receipts showing
payment of premiums on request from Lessee.
Lessee shall at all times and at its
cost maintain comprehensive public liability insurance on the
Leased Premises with limits of at least $2,000,000 for personal
injury, and death, and property damage. Said public liability
policies shall name Lessor as an additional insured as its interest
may appear. Lessee shall provide Lessor with a copy thereof prior
to the Commencement Date and shall exhibit receipts showing payment
of premiums on request from Lessor. Such policy shall further
provide that the insurer shall not cancel, alter or allow
expiration or other termination thereof without at least thirty
(30) days’ prior written notice from such insurer to
Lessor.
Lessee shall at all times and at its
expense maintain insurance against loss by fire and other perils
with extended coverage on its furniture, fixtures, inventory,
equipment, supplies and personal property, and said policy shall
include a standard waiver of subrogation clause against Lessor. In
addition to the public liability coverage required above, Lessee
shall also carry Fire Legal Liability coverage in the amount of
(i) $1,000,000.00 if the Leased Premises comprise the entire
Building, or (ii) $200,000.00 if the Leased Premises comprise
only a portion of the Building.
10. Use of Premises, Parking and
Loading . Lessee shall use and occupy the Leased Premises only
for use as office/ distribution and light manufacturing
consistent with those commonly found in the I-4 Zoning and for
no other purpose without Lessor’s prior written consent.
Lessor hereby grants to Lessee, its employees, guests and invitees
the right to use the off-street auto parking lot and truck loading
areas on the site upon which the Building is situated. The auto
parking lot shall be used by the Lessee, its employees, guests and
invitees, in common with other lessees of said Building, their
employees, guests and invitees, and in common with the Lessor and
its employees, guests and invitees. If the Lessor designates a
portion of the parking lot for employee parking, employees of the
Lessee shall use that portion of the lot thereby leaving the
remaining parking spaces in the lot open for guest in and out
traffic. At all times in the absence of designated parking, Lessee,
its employees and guests, shall use those parking areas closest to
Lessee’s premises to the extent possible. The exterior truck
loading and trailer parking areas immediate to the Leased Premises
are reserved for the exclusive use of the Lessee. Lessee shall not
use, block or otherwise interfere with the loading areas of other
occupants in the Building or Center. Lessee shall have twenty-four
(24) hour access to the Premises, seven (7) days per
week. Notwithstanding the foregoing, (i) Lessee shall at all
times be entitled to the use of not less than two (2) free and
unassigned parking spaces in said parking lot for each 1,000 square
feet of the Leased Premises; and (ii) the four
(4) parking places closest to the main entrance of the Demised
Premises shall be reserved for Lessee’s customers (and Lessee
shall have the right to install signage to that effect on the
curb).
No vehicle abandoned or disabled or
in a state of non-operation or disrepair shall be left upon the
property of the Lessor, and Lessee shall enforce this restriction
against Lessee’s employees, agents, visitors, licensees,
invitees, contractors and customers. Should Lessor determine that a
violation of this restriction has occurred, Lessor shall have the
right to cause the offending vehicle, equipment, trailer or
machinery to be removed from Lessor’s property, and all costs
of such removal shall be the obligation of the Lessee responsible
for such vehicle under the terms of the lease and shall be
reimbursed to the Lessor by Lessee within ten (10) days of
written notice to Lessee.
Lessee shall conduct its business
and control its employees, agents, contractors, invitees and
visitors in such manner as not to create any nuisance, or interfere
with any other tenant or Lessor or the operation of the Building.
Lessor shall not permit any other tenant of the Building or the
Center to create any nuisance or to interfere with
Lessee.
11. Interruption of Utility Service .
Lessor does not warrant that any utilities or public services will
be free from interruption. In the event of temporary interruption
of such services, the same shall not be deemed an eviction or
disturbance of Lessee’s use and possession of the Leased
Premises nor render Lessor liable to Lessee for damage by abatement
of rent or otherwise. Nor shall the same relieve Lessee from
performance of Lessee’s obligations under this Lease;
provided, however, that if the interruption materially adversely
affects Lessee’s ability to use the Leased Premises for their
intended purposes for more than seven (7) days, then Total
Rental shall abate until such services are restored.
12. Waiver of Claim;
Indemnification .
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(a)
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Lessee waives
and releases all claims against Lessor, its agents, employees, and
servants, in respect of, and they shall not be liable for, except
to the extent caused by the negligence or willful actions or
omissions of Lessor, its agents, employees and servants, injury to
person or damage to property sustained by Lessee or by any occupant
of the Leased Premises, the Building, or the Center, or any other
person occurring in or about the Building/Center, or the Leased
Premises resulting directly, or indirectly, from any existing or
future condition, defect, matter or thing in the Leased Premises,
or the Building or any part of it, or from equipment or
appurtenance therein, or from accident, or from any occurrence,
act, negligence or omission of any lessee or occupant of the
Building, or of any other person. This paragraph shall apply also
to damage caused as aforesaid or by flooding, sprinkling devices,
air conditioning apparatus, water, frost, steam, excessive heat or
cold, falling objects, broken glass, sewage, gas, odors or noise,
or the bursting or leaking of pipes or plumbing fixtures and shall
apply equally whether any such damage results from the act or
circumstance, whether of a like or wholly different nature, except
to the extent caused by the negligence or willful actions or
omissions of Lessor, its agents, employees and servants. If any
such damage to the Leased Premises or to the Building or any
equipment or appurtenance therein, or to Lessee thereof, results
from any act or omission or negligence of Lessee, its agents,
employees or invitees, Lessor, at Lessor’s option, may repair
such damage and Lessee shall, within ten (10) days following
demand by Lessor, reimburse Lessor forthwith for all cost of such
repairs and damages both to the Building and to the lessees or
occupants thereof, in excess of the amount, if any, paid to Lessor
under insurance covering such damages. All property in the Building
or in the Leased Premises belonging to Lessee, its agents,
employees or invitees, or to any occupant of the Leased Premises,
shall be there at the risk of Lessee or other person only, and
Lessor shall not be liable for damage thereto or theft,
misappropriation, or loss thereof except to the extent caused by
the negligence or willful actions or omissions of Lessor, its
agents, employees and servants. Lessee agrees to hold Lessor
harmless and to indemnify it against claims and liability for
injuries to all persons and for the damages solely due to any
negligent act or omission of Lessee, its agents, employees, guests,
customers, clients and invitees. Lessee shall pay all loss or
damage occasioned by or growing out of the use and occupancy of the
Leased Premises by Lessee, its agents, employees, guests, customers
and invitees, and Lessee will indemnify, protect, and save Lessor
harmless from and against any loss or liability thereof except to
the extent caused by the negligence or willful actions or omissions
of Lessor, its agents, employees and servants or therefore and from
and against any expense, cost and attorney’s fees incurred in
connection with any claim for such loss or damage, including costs
and attorney’s fees on appeal. Lessor shall be liable for any
loss, injury or damage to any person or property on or about the
Leased Premises or other portions of the building caused by the
negligence or willful acts or omissions of Lessor, its officers,
agents, employees, servants, and Lessor hereby agrees to indemnify
Lessee, Lessee’s agents and employees and hold them harmless
from any loss, expense, claims or actions arising out of such
damage or injury including, without limitations, costs and attorney
fees.
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(b)
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In the event of
any conflict or inconsistency between this Section 12(b) and
any other terms or provisions of this Lease, the provisions of this
Section 12(b) shall govern and control. Notwithstanding
anything apparently to the contrary in this Lease, Lessor and
Lessee hereby release one another and their respective partners,
officers and employees from any and all liability (to the other or
anyone claiming through or under them by way of subrogation or
otherwise) for any loss or damage covered by property insurance or
coverable by a customary form of policy of (i) the insurance
referred to in Section 6(d), (ii) the Building insurance
referred to in the first paragraph of Section 9, or
(iii) the property insurance of Lessee referred to in the
third paragraph of Section 9, as applicable, even if such loss
or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be
responsible.
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13. Care of Premises . Lessee
shall, throughout the Lease Term, take good care of the Leased
Premises and all fixtures, appurtenances, doors and windows, locks,
walls, ceilings, flooring and mechanical equipment located therein,
including freezers and coolers, excepting that which may be covered
by applicable warranty, and, at its sole cost and expense, make all
non-structural repairs thereto and perform maintenance thereon as
and when needed to preserve them in good working order and
condition, reasonable wear and tear from use and damage from the
elements, fire or other casualty excepted. Notwithstanding the
foregoing, all damage or injury to the Leased Premises or to any
other part of the Building, or to its
fixtures, equipment and appurtenances, whether
requiring structural or non-structural repairs, caused by or
resulting from carelessness, omission, neglect or conduct of
Lessee, its servants, employees, invitees or licensees, shall be
repaired by the Lessee at its sole expense to the satisfaction of
Lessor reasonably exercised. Lessee shall replace or repair, as
needed, all lamps, bulbs, ballasts and other lighting fixtures and
apparatus. Lessee shall also repair all damage to the Building and
the Leased Premises caused by the moving of Lessee’s
fixtures, furniture or equipment. All the aforesaid repairs shall
be of quality or class equal to the original work or construction.
If Lessee fails after ten (10) days’ notice to proceed
with due diligence to make repairs required to be made by it, the
same may be made by Lessor at the expense of Lessee. Lessee shall
give Lessor prompt notice of any defective condition in the Leased
Premises of which Lessee has knowledge, which Lessor is required to
repair or replace. Lessor shall remedy the condition with due
diligence but at the expense of Lessee if repairs are necessitated
by damage or injury attributable to Lessee, Lessee’s
servants, agents, employees, invitees, or licensees as aforesaid.
All repair work and/or modifications made to the Leased Premises
must be made by licensed and bonded contractor(s) approved by
Lessor. Notwithstanding the foregoing, Lessor warrants all interior
work in the Leased Premises for one (1) year after the
Commencement Date.
Lessee shall be responsible for the
cost of all maintenance and repairs (except as may be covered under
applicable warranty) to the heating, ventilating and air
conditioning system(s) serving the office area of the Leased
Premises . Lessee shall, within thirty- (30) days of
occupancy, contract with a licensed HVAC maintenance company to
maintain the system in proper working order. The Lessee agrees to
supply a copy of the maintenance agreement to the Lessor and shall
at all times during the term of the Lease keep in full force a HVAC
maintenance agreement. If Lessee fails to enter into a maintenance
agreement as herein provided, Lessor, at Lessor’s option, may
elect to enter into a reasonable service contract for the periodic
professional inspection and maintenance of all the heating,
ventilating and air conditioning equipment serving the Building and
Lessee shall pay its allocated share of the cost of the service
contract. Notwithstanding the foregoing, Lessor shall obtain for
the benefit of Lessee a complete one (1) year warranty for the
entire HVAC system and a five (5) year warranty on the HVAC
compressor.
Lessor agrees that during the Lease
Term it will keep the exterior and structural parts of the Building
in good condition and repair, and that it will make such repairs
promptly as they become necessary. Exterior repairs shall be deemed
to include exterior walls, foundations, pavement, roof, gutters,
downspouts, and plumbing, which is a part of the structure or
foundation. Lessor shall make such interior replacements as are
necessitated by building equipment failure and repairs and
replacements necessitated by fire or perils covered by extended
coverage clauses (whether or not caused by the active or passive
negligence of the Lessee) for which damage or loss insurance is
carried by the Lessor and for which insurance proceeds are
recovered, including interior reconstruction and/or redecorating
necessitated by such fire or other perils.
Lessor represents that, to the best
of its knowledge, there is neither currently nor has there been any
release or discharge of any hazardous substances in or around the
Leased Premises or the Building/Center. In addition, Lessor
acknowledges and agrees that Lessee has no liability or
responsibility under this Section 13 for any matters occurring
prior to Lessee’s occupancy of the Leased Premises. Lessee
will keep the interior of the Leased Premises clean and will not
improperly or unlawfully release, store, handle, or dispose of any
refuse, trash or hazardous materials or contaminants in the Leased
Premises or in or around the Building of which the Leased Premises
form a part (hereinafter, any such improper or unlawful release
shall be a “Release”). Lessee shall immediately notify
Lessor and appropriate governmental agencies and authorities having
jurisdiction if a Release of such materials occurs, and shall take
complete corrective action to clean and remove the material and
restore the Leased Premises in compliance with procedures
established by such authorities, and shall provide appropriate
evidence of compliance. Lessee agrees to hold Lessor harmless of
and from any losses, costs, damages, expenses or liabilities,
public or private, arising directly or indirectly as a result of
such Release or contamination caused by Lessee and such
indemnification shall survive the expiration or termination of the
Lease. Such indemnified liabilities shall include the costs of
environmental consultants and engineers, cleanup and reporting
expenses, and attorney’s fees and costs.
14. Compliance with Laws and
Regulations . Lessee shall comply with all Federal, State,
County and City laws, ordinances, rules and regulations affecting
or respecting the use or occupancy of the Leased Premises by the
Lessee or the business at any time thereon transacted by the
Lessee, and Lessee shall comply with all reasonable rules which may
be hereafter adopted by Lessor for the protection, welfare and
orderly management of the Building and its lessees or occupants,
provided that such rules are not inconsistent with the terms of
this Lease, are not discriminatory against Lessee, and are
uniformly applied and enforced. Lessor shall also comply with all
Federal, State, County and City laws, ordinances, rules and
regulations affecting or respecting the Lessee’s use and
occupancy of the Premises.
15. Holding Over . Upon
expiration or termination of this Lease, Lessee’s continued
possession of the Leased Premises shall be deemed a month-to-month
tenancy on the terms stated herein but otherwise terminable by
Lessor or Lessee upon thirty (30) days’
written notice. In the event such possession
continues after a date specified in a written notice from Lessor of
its desire to retake possession of the Leased Premises, the Base
Rental shall be 150% of the Base Rental which was in effect as of
the expiration or termination of the Lease Term.
16. Signs . Lessee shall not
install or locate signs in the windows and doors of the Leased
Premises or any other part of the Building or grounds without first
securing Lessor’s written consent. Any signs installed by
Lessee with Lessor’s permission shall be maintained in good
repair and shall be removed and any building or grounds damaged
therefrom restored by Lessee at the expiration or earlier
termination of this Lease at Lessee’s expense. Lessee’s
name and logo shall be permitted on an exterior wall sign, the
specific design and location of which are subject to Lessor’s
reasonable discretion. The signs will be installed at
Lessee’s cost, and will be subject to Lessor’s Signage
Criteria and Orange County sign codes.
17. Warranty of Quiet Enjoyment;
Imposition of “Reasonableness” Standard . Lessee,
upon paying the rents and keeping and performing the covenants of
this Lease to be performed by Lessee, shall peacefully and quietly
hold, occupy, and enjoy the Leased Premises during the Lease Term
without any hindrance or molestation by Lessor or any persons
lawfully claiming under Lessor. Wherever the consent or approval of
either party is required herein, it is understood and agreed that
such consent or approval may not, unless expressly stated otherwise
in this Lease, be unreasonably withheld or delayed.
18. Waste; Disturbance .
Lessee shall not commit nor suffer any waste upon the Leased
Premises, nor cause nor allow any nuisance or other act or thing
which does or may disturb the quiet enjoyment of any other Lessee
in the Building /Center containing the Leased Premises or any other
building in the Center, including without limitation the parking,
loading and landscaped areas. Lessee shall not make any
unreasonable noise or odor to be made upon the Leased Premises,
whether as a part of Lessee’s normal operations or otherwise,
which will or might disturb other parties.
19. Assignment and Subletting
. Lessee shall not assign this Lease nor sublet all or any part of
the Leased Premises, except to an affiliate entity of common
ownership and business, without first securing Lessor’s
written consent, which consent shall not be unreasonably withheld.
In the event of an assignment or subletting, the assignee and/or
sublessee shall first assume in writing all of the obligations of
Lessee under this Lease (provided, however, that with respect to a
sublease of less than all of the Leased Premises,