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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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Months
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PSF
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Monthly
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6.95
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$
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19,486.06
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7.19
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$
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20,168.07
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7.45
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$
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20,873.96
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7.71
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$
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21,604.55
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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:
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(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:
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, the sublessee shall only be required to
assume those obligations applicable to the part of the Leased
Premises being subleased, and in the event of a sublease for less
than the remaining balance of the Lease Term, the sublessee shall
only be obligated to assume those obligations that accrue during
the term of the sublease) and, in the event of subletting,
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