LEASE/OPTION
THIS LEASE/OPTION, entered into this 8th day of April, 1999, between
▇▇▇▇ ▇. ▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, his wife, whose mailing address is:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, "Lessor", and TRIMFAST GROUP, INC.,
whose mailing address is: ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
"Lessee".
W I T N E S S E T H:
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In consideration of the sum of Ten ($10.00) Dollars and other good and
valuable considerations, the receipt of which is hereby acknowledged, the
parties agree to lease the hereinafter described premises, on the terms as
hereinafter provided:
1. Premises. Lessor does hereby lease to Lessee all of the real
property and improvements situate on the hereinafter described property located
in Pinellas County, Florida, to-wit:
West 360, MOL, of ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ SUBDIVISION, according to the
map or plat thereof, as recorded in Plat Book 24, page 62, public
records of Pinellas County, Florida.
2. Rental Period. The term of this lease shall commence on 1999, or
issuance of a Certificate of the earlier of May 15, 1999, or issuance of a
Certificate of Occupancy for the premises (the "Commencement Date"), and shall
continue until midnight on the 30th day of June, 2000.
3. Rental. The agreed rental for the term is payable in advance on a
monthly basis on the 1st day of each and every month during the term hereof as
follows:
(a) $8,000/per month, plus all applicable sales tax,
commencing on the lst day of June, 1999, and on the lst day of each
and ever month thereafter, payable monthly in advance and without
demand, in the City of Clearwater or at such other place an to such
other person or persons as Lessor may from time to time designate in
writing. Provided, nevertheless, in the event the Commencement Date
is earlier than May 15, 1999, Lessee shall pay prorated rents at the
above rate from the Commencement Date to June 1st and monthly
thereafter.
4. Late Payment Charge. In addition to Lessor's remedies under the
terms of this Lease, upon Lessee's failure to pay the
rent or to make any other payments required to be made by Lessee hereunder
within fifteen (15) days after the date, Lessor reserves the right to charge a
late payment charge for handling the Fifty Dollars ($50.00) plus five percent
(5%) of the outstanding balance due for each month or portion thereof. In no
event shall the amount of such interest and late charge be in excess of usury
laws.
5. Use of Premises. The Premises are leased to Lessee for the use as: a
manufacturing facility, as approved by the attached Conditional Use #6-4-98,
dated 5/21/98 or such other legal purposes authorized by applicable zoning laws
or other regulations.
6. Ad Valorem Taxes and Assessments. Lessee covenants and agrees to pay
and discharge during the month of November, all real estate taxes and
assessments on the Premises, including improvements thereof, due and payable
during the term of this Lease and any renewals thereof. Taxes for each year
shall be paid in November for the initial year, Lessor will pay Lessor's prorata
share, based upon the November discount, and Lessee shall timely deliver the
balance to Lessor, made payable to the Tax Collector, for payment to the Tax
Collector prior to the end of November, 1999.
7. Personal Property Taxes and Expenses Relating to the Use of its
Property. Lessee shall pay and hold Lessor harmless from and on account of all
claims for occupational license, personal property taxes or other obligations
attributable to the operation of Lessee's business on the Premises.
8. Utilities. Lessee agrees to pay the cost of all utilities, including
water, electricity, gas, sewer and trash collection. If these charges are not
paid when due and Lessor is required to pay same, they will be added to the
subsequent month's rent and shall be collectible from Lessee in the same manner
as rent. Lessor shall not be liable for damage to Lessee in the same manner as
rent. Lessor shall not be liable for damages to Lessee's business and/or
inventory or for any other claim by Lessee resulting from an interruption in
utility services or other casualty.
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9. Observance of Laws and Ordinances. Lessee agrees to observe, comply
with and execute promptly at its expense during the term hereof, all laws,
rules, requirements, orders, directives, codes, ordinances and regulations of
governmental authorities and agencies and of insurance carriers which relate to
its use or occupancy of the demised Premises. In addition, Lessee agrees to
abide by all rules and regulations reasonably promulgated from time to time by
Lessor for the demised Premises.
10. Maintenance and Repairs. Lessee covenants throughout the term of
this Lease and any renewal terms, at Lessee's sole cost and expense, to take
good care of the demised Premises, including the Building and improvements now
or at any time erected thereon, the equipment, fixtures, HVAC, motors and
machinery thereof, and the sidewalks, curbs, roadways, parking areas and fences,
if any, and to keep the same in good order and condition, and shall promptly at
Lessee's own cost and expense make all necessary repairs and replacements,
interior and exterior, structural and non-structural. All such repairs made by
Lessee shall be generally at least equal in quality and class to the original
work. Lessee shall keep and maintain all portions of the demised Premises and
sidewalks adjoining the same in a clean and orderly condition, free of
accumulation of dirt and rubbish. Lessee shall maintain all existing
landscaping, keeping same neat and properly trimmed and fertilized.
In the event Lessee shall not exercise its option, or upon any other
termination of this lease, Lessee shall fully restore the premises to their
original condition, excluding only normal wear and tear.
11. Indemnity. Lessee covenants and agrees to indemnify and save Lessor
harmless from and against any and all claims for damages or injuries to goods,
wares, merchandise and profit and for any personal injury or loss or life in,
upon, or about the demised Premises, and Lessee covenants to provide
comprehensive liability insurance coverage insuring Lessor against any liability
whatsoever
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occasioned by accident on or about the demised Premises, in a company, form and
amount reasonably acceptable to Lessor.
12. Fire and Extended Coverage Insurance. Lessee shall carry windstorm,
hurricane, fire and extended coverage insurance (and flood insurance if required
by Lessor's mortgagee) insuring the Building for its full insurance value, in a
form and company reasonably acceptable to Lessor, naming the Lessor and its
mortgages as additional insurance.
13. Intent of Parties. It being the intention and purpose of the
respective parties hereto that this Lease shall be a "Net Lease" to Lessor, with
all cost or expense, tax or assessment, of whatever character or kind, general
and special, ordinary and extraordinary, foreseen and unforeseen and of every
kind and nature whatsoever that may be necessary in or about the operation of
said demised Premises being paid by Lessee, and Lessee's authorized use thereof
during the entire term of this Lease and all provisions of this Lease relating
to expenses are to be construed in light of such intention and purpose to
construe this Lease as a "Net Lease".
14. Mortgages and Encumbrances. Lessor represents to Lessee that as of
the date of this lease, no mortgages, liens or other encumbrances exist on the
subject property EXCEPT FOR that certain mortgage to AmSouth Bank, originally
dated 4/3/84, having an approximate balance of $338,000 and ballooning on
5/24/01. Lessee shall have no right to expose Lessor's interest to mechanic's,
materialman's, laborer's or other lies or encumbrances of any type or nature at
any time hereunder.
15. Default. Lessee shall have a ten (10) day grace period, following
written notice to Lessee, before Lessor can proceed to enforce Lessor remedies
in the event of a default. If any default is not corrected, Lessor may
immediately enter on the leased Premises and repossess the same as of its former
estate, and expel Lessee and those claiming under Lessee, and remove their
effects without being deemed guilty of any manner of trespass and without
prejudice to any remedies which might otherwise be used for arrears
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of rent or preceding breach of covenant. Such property may be moved and stored
in a public warehouse or elsewhere at the cost and for the account of Lessee and
Lessor shall have no liability therefore, absent willful negligence. Should
Lessor elect to reenter as herein provided or should it take possession pursuant
to legal proceedings or pursuant to any notice provided, for by law, it may
either terminate this Lease or it may from time to time, without terminating
this Lease, make such alterations and repairs as may be necessary in order to
relet the Premises, and relet said Premises or any part thereof for such term
and at such rental and terms as Lessor may deem advisable; upon each such
reletting all rentals received by Lessor from such reletting shall be applied
first, to the payment of any indebtedness other than rent due hereunder from
Lessee to Lessor; second, to the payment of any costs and expenses of such
reletting, including brokerage fees and attorney's fees and costs of such
alterations and repairs; third, to the payment of rent due and unpaid hereunder;
and the residue, if any, shall be held by the Lessor and applied in payment of
future rent as the same may become due and payable hereunder. If such rentals
received from such reletting during any month be less than that to be paid
during that month by Lessee hereunder, Lessee shall pay any such deficiency to
Lessor. No such re-entry or taking possession of said Premises by Lessor shall
be construed as an election on its part to terminate this Lease unless a written
notice of such intention be given to Lessee. Notwithstanding any such reletting
without termination, Lessor may at any time thereafter elect to terminate this
Lease for such previous breach. Should Lessor at any time terminate this Lease
for any breach, in addition to any other remedies it may have, it may recover
from Lessee all damages it may incur by reason of such breach, including the
cost of recovering the leased Premises, reasonable attorney's fees, and
including the worth at the time of such termination of the excess, if any, of
the amount of rent and charges equivalent to rent reserved in this Lease for the
remainder of the stated term
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over the then reasonable rental value of the leased Premises for the remainder
of the stated term. In case suit shall be brought for recovery of possession of
the leased Premises, for the recovery of rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenants herein
contained on the part of Lessee to be kept or performed, and a breach shall be
established, Lessee shall pay to Lessor all expenses Lessor incurred therefor,
including a reasonable attorney's fee for trial and appellate legal services.
The specified remedies to which the Lessor may resort under the terms of
this Lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which the Lessor may be lawfully entitled in
case of any breach or threatened breach by the Lessee of any provision of this
Lease. The failure of the Lessor to insist in any one or more cases upon the
strict performance of any of the covenants of this Lease or to exercise any
option herein contained shall not be construed as a waiver or relinquishment for
the future of such covenant or option. A receipt by the Lessor of rent with
knowledge of the breach of any covenant hereof (other than the payment of rent)
shall not be deemed a waiver of such breach and no waiver by the Lessor of any
provisions in this Lease shall be deemed to have been made unless expressed in
writing and signed by the Lessor. In addition to the other remedies in this
Lease provided, the Lessor shall be entitled to the restraint by injunction of
the violation, or attempted or threatened violation of the covenants, conditions
or provisions of this Lease.
Anything above, or elsewhere set forth in this lease to the contract
notwithstanding in the event of a default hereunder by Lessee, Lessee shall
retain the option to purchase to properties leased hereby, until the earlier of
the closing date of July 15, 2000, or expiration of the appeal period as to any
Court order cancelling this lease or evicting the Lessee for default, but in
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such case, the option price shall be adjusted to include the cost and fees
incurred by Lessor in adjudicating a default hereunder.
16. Florida Law Governs. This instrument is governed by and interpreted
pursuant to the laws of the State of Florida.
17. Binding on Successors. This Contract shall bind Lessor, its
successors or assigns, and the heirs, assigns, administrators, legal
representatives, executors or successors as the case may be, of Lessee, but may
not be assigned without the prior written consent of Lessor, which shall not be
unreasonably withheld.
18. Time is of the Essence. It is understood and agreed by the parties
hereto that time is of the essence as to this Lease and this applies to all
terms and conditions contained herein.
19. Non-Waiver Provision. It is further agreed that the failure of
either party hereto in one or more instances to insist upon strict performance
or observance of one or more of the covenants or conditions hereof, or to
exercise any remedy, privilege or option herein conferred upon or reserved to
Lessor or Lessee shall not operate or be construed as a relinquishment or right
to enforce the same or to exercise such privilege, option or remedy and that the
same shall continue in full force and effect.
20. Attorneys' Fees, Collection and Appeal. In the event of any
default, Lessee agrees to pay the cost of collection and including attorneys'
fees through any appeal.
21. Memorandum of Lease. The parties agree that upon the request of a
party, the other party will enter into a Memorandum of Lease for recording
purposes describing the Premises, term, Lessee's options to purchase, Lessee's
exclusive rights and such other matters as Lessee may request or as shall be
appropriate.
22. Vandalism. Lessor shall not be liable for any damage to, removal
of, or loss of any property of Lessee occasioned by any theft, burglary,
robbery, larceny, vandalism or any attempted theft, burglary, robbery, larceny
of any kind. Lessee will repair at its own cost and expense any damage or loss
caused to the demised Premises as a result of any such theft or vandalism.
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23. Alterations and Additions. Lessee may make any and all alterations,
additions, changes, improvements or modifications to the interior, exterior or
structural parts of the Building as it desires in order to maintain, replace,
repair or update the appearance without the necessity of obtaining the prior
consent of Lessor, so long as Lessee complies with all applicable building codes
and regulations.
Upon termination of this Lease, Lessee shall be under no obligation to
remove any alterations, additions, changes or improvements so as to restore the
Building to its prior condition. Lessor shall cooperate in securing all
necessary building and other permits required under this paragraph, and Lessor
does hereby irrevocably appoint Lessee as its agent and/or attorney-in-fact, to
authorize Lessee to obtain any and all permits, or other approvals as they
relate to the property, during the term of this lease, and any party relying
upon this appointment or designation shall not have any liability therefore.
24. Lessee's Signs. Lessee shall have the right to install and maintain
appropriate exterior signs identifying its business operations at the Premises
including, but not limited to, an illuminated, free-standing sign, provided the
same complies with-all applicable codes.
25. Notices. Notices to Lessor provided herein shall be sufficient if
sent by registered or certified mail, postage prepaid, or by facsimile
transmission, addressed to:
AS TO LESSOR: ▇▇▇▇ ▇. AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX #
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AS TO LESSEE: TRIMFAST GROUP, INC.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX # ▇▇▇-▇▇▇-▇▇▇▇
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or such other respective addresses as the parties may designate in writing from
time to time.
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27. Radon Gas. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to person's who are exposed to it over time. Levels of radon that
exceed Federal and State guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from
your County Public Health Unit.
28. Option to Purchase. In consideration of the sum of $100,000 paid
by Lessee to Lessor upon execution of this lease, Lessor grants to Lessee an
exclusive option to purchase the demised premises during the term of this lease,
the last day to effect closing being June 30, 2000. TIME BEING OF THE ESSENCE.
The said $100,000 payment is fully earned in consideration of said option and
this lease agreement, and is non-refundable, except if Lessee closes hereunder,
the payment shall be credited as hereinafter set forth. The purchase price shall
be for the sum of One Million Two Hundred Thousand ($1,200,000.00) Dollars, with
full credit for the $100,000 option monies paid. To exercise this said Option to
Purchase, Lessee shall give Lessor thirty (30) days written notice of its intent
to exercise this option, at which time Lessor shall order, at Lessor's expense,
a title insurance commitment, which shall insure the Lessee's purchase in the
full amount of the purchase price, reflecting the title to be marketable, and
free of all liens, encumbrances, or exceptions, except for ad valorem taxes
[which are the obligation of Lessee] and matters set forth in the attached
Exhibit "A", which are permitted exceptions [the "Permitted Exceptions"], the
existing lease hereinafter identified, and mortgages or other charges which will
be paid at closing. Lessor shall in addition to paying for owner's title
insurance as aforesaid, in a company reasonably acceptable to Lessee, pay for
documentary stamps in the full amount of the transfer, all in the amount of the
said purchase price, and shall pay for any corrective documents or actions
needed to make the title marketable, and consistent with the requirements
hereunder, or to otherwise comply
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with Lessor obligations under this lease agreement. All costs of any mortgage
financing by Lessee shall be Lessee's sole cost and expense. As to any other
transactional costs or charges arising at the time of exercise, they shall be
handled as is then the custom as established by the most recently drafted
FAR/BAR form real estate contract, except that there shall be no corrective
requirements for the physical property, since Lessee is obligated to make all
maintenance, treatment, repairs, etc., and there will be no proration of taxes
since the same is a Lessee obligation hereunder. Each party represents to the
other that neither has dealt with a real estate broker or agent incident to the
lease agreement evidenced hereby, or the option extended hereunder, and to the
extent such representations are not accurate and commissioned liability should
arise hereunder, the party misrepresenting such statement shall fully indemnify
the other party for all costs, charges and commissions due, including attorneys'
fees incident to said indemnity or the enforcement thereof. Anything herein to
the contrary notwithstanding, if Lessee exercises its option on a timely basis
and Lessor either cannot, or will not, convey the property by Warranty Deed
generally in accordance with this agreement, then Lessor shall immediately remit
the full $100,000 option amount, plus interest at the legal rate and this
agreement shall be at an end.
29. Miscellaneous.
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A. There is an existing month-to-month lease on the premises. Lessor
shall retain all rents paid thereunder. Should Lessee exercise its option,
Lessor shall assign its rights in the lease to Lessee.
B. Lessee, at its expense, may order an Ownership & Encumbance Report
upon execution hereof. If it show title to be as stated, Lessee may by written
notice cancel this lease on or before May 1, 1999 and Lessor shall remit the
option monies paid.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the day and year first above written.
In the Presence of:
/s/ /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, III (SEAL)
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▇▇▇▇ ▇. ▇▇▇▇▇▇, III
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
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As to "Lessor" ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TRIMFAST GROUP, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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As to "Lessee"
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