SUB-LEASE
THIS SUB-LEASE
(“Sub-Lease”) is made and entered into as of the 1st
day of June 2009, between RB GROVE, INC. a Florida
corporation (the “Sub-Lessor”), and GROVE
POWER, INC. a Florida corporation (the
“Sub-Lessee”).
1.
Description . Sub-Lessor hereby leases to
Sub-Lessee and Sub-Lessee hereby accepts from Sub-Lessor the second
level office space in the building known as 1881 NW 93 Avenue, in
Miami-Dade County, Florida, ( the
“Building”) and legally described
as:
Lot 33, Block
2, of AIRPORT LAKE INDUSTRIAL PARK SECTION TWO, according to the
Plat thereof, as recorded in Plat Book 120, at Page 32, of the
Public Records of Miami-Dade County, Florida.
together with
the right to the use of an undesignated 1/2 portion of the
warehouse section of the Building for the storage and retrieval of
various inventory items purchased by Sub-Lessee from Sub-Lessor
under the Asset Purchase Agreement between them dated as of June
11, 2009 and later acquired stock and
inventory, (the “Leased Space”) and the office
furniture, equipment and appliances listed on the attached
inventory, along with the improvements and fixtures situated
therein.
2.
Term . The term of this Lease shall be for a
period of eighteen (18) month, beginning June 1, 2009, and ending
November 30, 2010.
3.
Subject to Doral 04, Inc.’s Lease The Building
of which the Leased Space is a part and the property upon which it
is situated are leased to Sub-Lessor by Doral 04 Inc, a Florida
corporation under the terms of that certain lease dated September
1, 2006, (the "Lease") which Lease is incorporated in and made a
part of this Sub Lease as if fully set forth herein and its terms
and conditions shall be binding upon the Sub-Lessee. The
Sub-Lessor covenants and agrees with the Sub-Lessor that it will
abide by the terms of the Lease in order to preserve the rights of
the Sub Lessee hereunder. In the event of a conflict between the
terms of the Lease and of this Sub Lease, the terms of the Lease
shall govern.
4.
Rent . The amount of rent to be paid by the Sub
Lessee shall be ½ of the toal amount of Rent, Additional
Rent, and charges for Real Property Taxes and property insurance
and sales tax required to be paid by the Sub-Lessor as Lessor under
the Lease, and shall be paid directly to Doral 04, Inc., payable in
advance in monthly installments on the first day of the month to
which it pertains. The current amount of such rent shall be
calculated as follows:
½ of
Base Rent of $7800 =
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|
$
|
3900
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½ of
Real Property Taxes $1520 =
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$
|
760
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|
½ of
Property Insurance $320 =
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|
$
|
160
|
|
|
|
|
$
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4820
|
|
|
|
|
$
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337.40
|
|
|
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$
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5157.40
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|
The amount
payable for real property taxes and insurance is subject to
increases and adjustments as provided for in Section 7 of the
Lease.
5.
Security Deposit and First Month’s Rent
. On or before June 15, 2009, Sub-Lessee shall pay to
Doral 04, Inc. the sum of $10,314.80, as and for its $5,157.40
first month’s rent and $5,157.40 Security Deposit.
It is agreed
that, in the event Sub-Lessee defaults in respect of any the terms,
provisions, and conditions of this Sub-Lease, including, but not
limited to, the payment of rent, Sub-Lessor may (in addition to the
remedies set forth in Section 16 below) use, apply, or retain the
whole or part of the security so deposited to the extent required
for the payment of any rent or any other sum as to which Sub-Lessee
is in default or for any sum which Sub-Lessor may expend or may be
required to expend by reason of Sub-Lessee's default in respect of
any of the terms, covenants, and conditions of this Lease,
including, but not limited to, any damages or deficiency accrued
before or after summary proceedings or other re-entry by
Sub-Lessor.
6.
Utilities, Phone and Copier . Sub-Lessee agrees
to pay Fifty per cent (50%) of all charges for utilities, phone and
copier services furnished to the Building during the term, within
10 days of being billed.
7.
Use of the Property and Compliance with Regulations .
Sub-Lessee intends to use the property for the conduct of its
business and/or that of its wholly owned
subsidiaries. Sub-Lessee agrees to comply with all
applicable statutes, ordinances, rules and regulations applicable
to the use of the property during the term, including regulations
of the fire insurance underwriters. Such compliance will
be at Sub-Lessee’s sole expense.
8.
Maintenance and Sub-Lessor’s Right of Entry
. Sub-Lessee agrees to maintain and repair all
improvements within the second floor office space in a good state
of preservation and repair, normal wear and tear and loss by
casualty excepted. Sub-Lessee grants to Sub-Lessor the
right to enter the Leased Space for the purpose of inspection at
all reasonable times during the term.
9.
Indemnification . Sub-Lessor shall not be liable for any
damage or injury to any person or property whether it be the person
or property of Sub-Lessee, Sub-Lessee’s employees, agents,
guests, invitees or otherwise by reason of Sub-Lessee’s
occupancy of the Leased Space or because of fire, flood, windstorm,
acts of God, or for any other reason other than Sub-Lessor’s
or Sub-Lessor's employees', agents' or other representatives'
negligence or intentional wrongful acts or omissions.
Sub-Lessee shall indemnify and save harmless Sub-Lessor from and
against any and all actual out-of-pocket loss or damage by reason
of Sub-Lessee’s breach of any material covenants,
including legal fees for defense of any claims against Sub-Lessor;
providing, however, that Sub-Lessee shall not be required to
indemnify Sub-Lessor as to loss or damage due to the negligence or
intentional wrongful acts or omissions of Sub-Lessor or
Sub-Lessor's employees, agents or other representatives.
10.
Insurance . Tenant shall at all times during the
term of this Lease, keep in full force and effect, at its own
expense:
A. Public
liability insurance in companies reasonable acceptable to Landlord
sufficient to cover such indemnification and naming as insured both
Landlord and Tenant, with minimum limits of One Million and no/100
Dollars ($1,000,000.00) on account of bodily injury or death, and
Fifty Thousand and no/100 Dollars ($50,000.00) on account of damage
to property. Tenant shall furnish Sub-Lessor copies of
policies or certificates of insurance evidencing coverage required
by this Sub-Lease prior to taking occupancy.
B. Casualty
insurance insuring the Sub Lessor’s office furniture,
equipment and appliances leased hereunder, and Sub Lessee’s
personal property, including inventory, against loss by fire,
windstorm and other perils covered by extended coverage insurance
in an amount not less than their full insurable value.
11.
Assignment and Subletting . Sub-Lessee may assign
this Lease or sublet all or a portion of the property only upon the
written consent of Sub-Lessor, which consent will not be
unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing, Sub-Lessee may
assign or sublet all of its interest in the Lease without the
consent of Sub-Lessor (a “Permitted Transfer”): in
connection with a merger, acquisition, reorganization or
consolidation; (ii) in connection with the sale of
Sub-Lessee’s stock or assets; or (iii) to a parent,
subsidiary, affiliate, franchisee, licensee, or similarly related
entity. Sub-Lessor shall not be entitled to any
consideration in connection with any Permitted Transfer.
12.
Termination and Surrender . Sub-Lessee
agrees: to promptly surrender possession of the property
at the termination of this Lease; to promptly remove all of its
personal property; to perform all repairs required under the terms
of this Lease; and to leave the property broom clean and in
substantially as good condition as it is at the beginning of this
Lease, reasonable wear and tear and loss by insured casualty
excepted; unless, however, Sub-Lessee elects its right to option to
purchase – and does, in fact, purchase – the Leased
Space as contemplated by Section 2 above.
13.
Quiet Enjoyment . Sub-Lessor covenants with
Sub-Lessee that, so long as Sub-Lessee is not in default of any
obligation hereunder, Sub-Lessee will be entitled to the quiet
enjoyment of the property, free from interference or hindrance of
Sub-Lessor or any third parties claiming by, through or under
Sub-Lessor.
14.
Eminent Domain . If the whole of the Leased Space
(or such part thereof as shall render the remainder of the Leased
Space untenantable) shall be taken by any public authority under
the power of eminent domain, then the term of this Lease shall
cease on the day possession is acquired by the condemning
authority. If only a portion of the Leased Space is
taken, and if such taking does not render the remainder of the
Leased Space unusable for the stated purpose, then this Lease shall
not terminate, and from that da
