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EXHIBIT 10.13
ASSIGNMENT OF LEASE
AND
CONSENT TO ASSIGNMENT
THIS AGREEMENT is made and entered into by and between G.J.M.
PROPERTIES, INC., a Florida Corporation (referred to as "Lessor") and FIRST
ENTERPRISE ACCEPTANCE CORPORATION, (referred to as "Assignor") and FREEDOM
FINANCE, INC., (referred to as ("Assignee") and shall be effective February 15,
1998.
NOW IN consideration of the premises, the sum of One Dollar ($1.00)
paid by Assignee to Assignor and the rental to be paid hereunder by Assignee to
Lessor, the parties do hereby covenant and agree as follows:
1. Background. Lessor and Assignor entered into a Lease Agreement
dated April 1, 1997, pertaining to premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, a copy of which is attached hereto and made a part
hereof.
2. Assignment. Assignor does hereby transfer, assign and set over
unto Assignee all of its right, title and interest in the Lease. Assignee does
hereby accept such assignment and agrees to be bound by the terms and provisions
of the Lease as if Assignee were the original Lessee thereunder.
3. Lessor's Consent. Lessor does hereby consent to such
assignment without, however, waiving its right to control future assignments or
subletting under the provision of the Lease. Except as hereinabove modified
and amended, the remaining terms and provisions of the Lease will continue in
full force and effect during the term thereof.
IN WITNESS WHEREOF, the parties have fully executed this agreement as
of the date below their signatures.
WITNESSES: G.J.M. PROPERTIES, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ By: /s/
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/s/ ▇▇▇ ▇▇▇▇ Dated: 2/10/98
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"Lessor"
FIRST ENTERPRISE ACCEPTANCE
CORPORATION
/s/ ▇▇▇▇▇ ▇. Bowdein By: /s/
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Dated: 2/10/98
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"Assignor"
FREEDOM FINANCE, INC.
/s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Dated: 2/10/98
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"Assignee"
GUARANTOR: AMERICAN BANCSHARES, INC.
/s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,SVP
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Dated: 2/10/98
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"Guarantor"
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LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into by and between G.J.M.
PROPERTIES, INC., a Florida Corporation, owners of ▇▇▇▇▇▇ VILLAGE SQUARE, of
Bradenton, Manatee County, Florida, hereinafter referred to as "Lessor", and
First Enterprise Acceptance Corporation, hereinafter referred to as "Lessee".
WITNESSETH:
1. PROPERTY DESCRIPTION. Lessor does hereby lease to Lessee the following
described commercial real property, together with improvements thereon:
Street Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. For
purposes of this lease, the rentable square footage area of the premises shall
be deemed to be 1,700 square feet.
2. TERM. The term of this Lease shall be for a period of five (5) years
commencing upon the issuance of a certificate of occupancy by local building
department and ending at the end of 60 months. Upon execution of the lease, a
security deposit in the amount of $1,297.66 shall be due, AND PAYABLE BY
LESSEE, together with rent, common area maintenance and sales tax for the first
(1st) month and last month.
The Lessee shall have the option to extend the lease for two (2)
additional three year terms.
3. RENT. The Lessee covenants and agrees to pay to the Lessor without
demand the rental installments plus Maintenance, Real Estate Taxes and
Insurance (C.A.M.) as per the following schedule.
Rent Year 1: $7.00 per sq. ft. plus pro rata portion of C.A.M.
Rent Year 2: $7.00 per sq. ft. plus pro rata portion of C.A.M.
Rent Year 3: $7.00 per sq. ft. plus pro rata portion of C.A.M.
Rent Year 4: $7.00 per sq. ft. plus pro rata portion of C.A.M.
Rent Year 5: $7.00 per sq. ft. plus pro rata portion of C.A.M
The monthly rent shall increase each year upon the anniversary of the lease by
percentage increase each year in the consumer price index as published by the
Bureau of Labor Statistics but not to exceed three percent (3%) per annum.
Monthly rent and CAM shall be subject to sales tax and shall be paid in advance
on the first day of every month. Lessor hereby acknowledges receipt of
$1,297.66, representing a Security Deposit. Monthly rent shall commence upon
issuance of a certificate of occupancy by the City of Bradenton.
4. USE. Lessee shall use the demised premises solely for the purpose of
conducting the business of a "Consumer Finance Officer" related use. Lessee
shall not use or permit or suffer the use of
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the demised premises for any other business or purpose without the Lessor's
written consent.
5. INSURANCE. Lessee shall, throughout the term of this Lease, provide at
its own expense and keep in force for the benefit of Lessor, Lessor's Mortgagee
and Lessee, as their interest may appear, the following insurance coverage.
A. Public Liability and property insurance including personal injury
liability, contractual liability, owner's and contractors' protective
insurance coverage with respect to the demised premises and Lessee's use of the
common areas in forms satisfactory to Lessors with minimum limits of One
Million Dollars ($1,000,000) on account of bodily injury to, or death, as a
result of any accident or disaster. Tenant will carry insurance covering
their own personal property and fixtures. Such policies shall not be
invalidated as respects the interest of the Landlord and such mortgagee by
reason of any breach or violation of any warranties, representations,
declarations or conditions contained in the policies. All such policies must
contain a severability of interest clause, a cross liability clause, shall be
primary, and shall not call into contribution any other insurance available to
Landlord or Landlord's mortgagee.
B. Insurance upon property of every description and kind owned by
Lessee, or for which Lessee is liable or installed by or on behalf of Lessee,
and which is located within the property, including, without limitation, stock
in trade furniture, fittings, installations, alterations, additions, partitions,
fixtures, and anything in the nature of a leasehold improvement, in an amount of
the full replacement case thereof, with coverage against the perils of fire,
flood and standard coverage including sprinkler leakage. If there is a dispute
as to the amount which comprises full replacement cost, the decision of Lessor
shall be conclusive.
C. Policies for plate glass insurance shall be in a form and with an
insurer reasonably acceptable to Lessor and shall require at lease fifteen (15)
days written notice to Lessor of termination or material alteration during the
term of this Lease and shall waiver to the extent available, any right of
subrogation against Lessor. If requested by Lessor, Lessee shall from time to
time promptly deliver to Lessor certified copies or other evidence of such
policies, and evidence satisfactory to Lessor that all premiums thereon have
been paid and the policies are in full force and effect.
6. COMMON AREA MAINTENANCE. All common areas and other facilities in or
about the property provided by Lessor shall be subject to the exclusive control
and management of Lessor. Lessor shall have the right to construct, maintain
and operate lighting and other facilities on all said areas and improvements,
to police the same, to change the area, level, location and arrangement of
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parking areas and other facilities, to close all or any portion of said areas
or facilities to such extent as may be legally sufficient to prevent a
dedication thereof or the accrual of any right to any person of the public
therein, and to close temporarily all or any portion of the parking areas or
facilities to discourage non-customer parking. Lessor shall operate and
maintain the common facilities in such manner as Lessor in its reasonable
discretion shall determine, and Lessor shall have full right and authority to
employ and discharge all personnel with respect thereto.
A. The Lessee agrees to pay to the Lessor, as additional rent,
commencing the second year and thereafter (see paragraph 3) (the first year
shall be $2.16 per sq. ft. per year), its proportionate share of the total cost
incurred by the Lessor in operating and maintaining the common areas of the
property. Lessee's share of such costs shall be payable monthly in advance with
Lessee's payment of rent. The Lessor shall calculate the CAM on an annual
basis.
B. For purposes of the preceding Section, the cost incurred by the
Lessor in the operation and maintenance of the common areas shall include with
out limitations, ad valorem real estate taxes, the cost of maintenance, and
renewal of gardening and landscaping, the cost of all Lessor's insurance
including but not limited to bodily injury, public liability, property damage
liability, sign areas in limits determined by Lessor, assessments, repairs, and
maintenance of loading and receiving areas and truck docks, lighting and other
utilities, and utility charges outlines in paragraph 7 below, storm water
control, sanitary control, removal of trash, rubbish, garbage, and other refuse
machinery and equipment, repair and/or replacement, the cost of personnel to
implement such services, to direct parking and to police the common areas and
facilities and to include Lessor's administrative and management costs.
Charges for garbage waste collection and disposal may be charged on a usage
basis as determined by the Lessor in Lessor's sole discretion. "Common
Facilities" and "common area" whether such terms areas, grounds, space,
equipment, signs and special services provided by Lessor' for the common or
joint use and benefit of the Lessee and occupants of the property and their
employees, agents, servants, customers, and other invitees, including with out
limitation, parking area, access roads, driveways, retaining wall, landscaping
areas, truck service ways, loading docks, pedestrian malls (enclosed or open),
courts, stairs, ramps, and sidewalks, comfort and first aid stations, washrooms
and parcel pickup stations.
7. UTILITIES. The Lessor shall furnish common water, common sewer
services and common trash removal as may be required on the
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premises. Lessee shall indemnify and hold Lessor harmless from any liability
in connection with said utility expense.
8. BAD CHECK CHARGE. Bad check charges suffered by Lessor on account of
Lessee shall be due and payable immediately to Lessor along with handling
charge to Lessor of five percent (5%) in addition to any other charges suffered
by Lessor.
9. IMPROVEMENTS AND ALTERATIONS. The Lessor, at its expense, will make
improvements and alterations to the premises in accordance with the plans and
specification attached as Exhibit "A". Lessor's obligations to share in the
cost of improvements shall be limited to the amount so stipulated in Exhibit
"A".
A. Lessee shall make no other alterations, additions, improvements or
change in the premises without the prior written consent of the Lessor.
B. Any such alterations, improvements, or change in the premises which
are approved by the Lessor shall, in any event, be made in accordance with
applicable building codes and otherwise in accordance with all government and
insurance regulations including those applicable to the elevation of flood
zone, if any, in which the premises may be located, and shall be performed in
such a way as not to disturb the existing tenants.
10. SIGNS, AWNINGS AND CANOPIES. Lessee shall not place or suffer to be place
or maintain any sign in, upon or outside the demised premises, nor shall Lessee
place in windows any sign, decoration, lettering or advertising material of any
kind without first obtaining Lessor's approval and consent in each instance.
Lessee shall maintain any such sign or other installation, as maybe approved,
in good condition and repair.
11. NO LIABILITY. The Lessor and Lessor's agent shall not be liable to the
Lessee or any other person or entity for any injury to person or damage to
property caused at or by the demised premises for lack of repair or by any
defection condition, defect in or failure of equipment, pipes or wiring unless
the Lessee shall first give the Lessor written notice setting forth the defect
and/or the matter to be repaired and the Lessor shall thereafter fail, within a
reasonable time, to remedy the defect, make the necessary repair or to pay that
portion of the cost of such repair due and payable by the Lessor as therein
after provided, whichever is applicable. Lessee further agrees that all of the
Lessee's materials, equipment, furnishings, improvements and property of every
kind, make and description which may be in, on or upon the demised premises
during the term of the Lease or any renewal thereof shall be at the sole risk
and hazard of the Lessee.
12. ASSIGNMENT-SUBLETTING. The Lessee shall NOT assign this Lease to sublet
any part of the premises without the previous written
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consent of the Lessor. Lessee shall not lease space to another entity for use
as a consumer finance office during the term of this lease and any extension
thereof.
13. REPAIRS. Lessor shall not be required to make any repairs or improvements
of any kind upon the demises except for necessary structural repairs. Lessee
shall, at its own cost and expense, take good care of and make necessary
repairs to the interior of the demised premises, and the fixtures and equipment
therein and appurtenance hereto, including without limitations signs, floor
coverings, non-structural interior walls, partitions, lighting, electrical
equipment, plumbing, and any heat and or air conditioning equipment installed
for Lessee.
If Lessee:
A. Refuses or neglects to make repairs;
B. If Lessor is required to make exterior or structural repairs by
reason of Lessee's negligent acts or omissions;
▇. ▇▇▇▇▇▇ shall have the right, but shall not be obligated to make such
repairs on behalf of and for the account of Lessee. In such event, such work
shall be paid for in full by Lessee as additional rent promptly upon receipt of
a ▇▇▇▇ thereof.
14. LIENS. Lessee has no power to incur any indebtedness giving a right to
a lien of any kind or character upon the right, title and interest of the
Lessor in and to the demised premises and no person shall ever be entitled to
any lien directly or indirectly derived through to under Lessee or its agency
or servants on account of any act or omission of the Lessee.
If any lien shall be filed against the demised premises, the Lessee shall
cause the same to be discharged or transferred to a bond or at least twice the
amount of the lien and in the manner as provided by law within the (10) days
after the filing of the lien by the lienor in the public records. Lessee's
failure to do so shall entitle the Lessor to recover from Lessee any and all
expenses, expenditures or otherwise, including but not limited to attorney's
fees through and including appellate proceedings, bond premiums and clerk's
filing fee for breach of the Section.
15. LESSOR'S REPRESENTATIONS. Lessor represents to Lessee that ▇▇▇▇▇▇
Village Square, its owners or agents have full right and authority to lease and
that the Lessee shall enjoy quiet enjoyment of the premises and shall not be
evicted or disturbed in the possession of the premises as long as Lessee
complies with the terms of the Lease. Lessor also represents that any and all
mortgages encumbering the premises are in good standing.
16. REDELIVERY. Lessee shall quit and deliver up the premises to the Lessor
at the end of the lease term in as good condition as
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they are at the execution of this Lease, ordinary wear, decay and damage by the
elements only excepted.
17. DAMAGE BY CASUALTY. Lessee shall give immediately written notice to the
Lessor of any damage caused to the premises by fire or other casualty.
A. In the event the premises shall be damaged or destroyed by fire or
other casualty insurable under standard fire and extended coverage insurance
and Lessor does not elect to terminate this lease as hereinafter provided,
Lessor shall proceed with reasonable diligence and at its sole cost and expense
to rebuild and repair the premises. If improvements are destroyed or
substantially damaged by a casualty not covered by Lessor's insurance, the
Lessor may elect to terminate this lease or proceed to rebuild and repair the
demised premises. Should Lessor elect to terminate this lease, Lessor shall
give written notice of such election of the Lessee, and all obligations of the
Lessor and Lessee under the Lease Agreement shall terminate.
▇. ▇▇▇▇▇▇'▇ obligation to rebuild and repair under this paragraph shall,
in any event, be limited to restoring the premises to substantially the same
condition in which the same existed prior to the casualty and shall be limited
to the extend of the insurance proceeds available to the Lessor for such
restoration.
C. During any period of reconstruction or repair the rental otherwise
payable by the Lessee to the Lessor shall be reduced to such extent as may be
fair and reasonable under the circumstances.
18. CONDEMNATION. If the premises or a substantial part thereof are taken by
eminent domain either party may terminate this lease without liability for the
remainder of the term. Any condemnation award shall belong exclusively to the
Lessor.
19. RIGHT OF ENTRY. Lessor or its agent, with prior notice to Lessee,
shall have the right to enter the premises at reasonable times to inspect and
make ordinary and necessary repairs, or alterations, and for the purpose of
showing the property to prospective purchasers or tenants.
20. CERTAIN ACTS PROHIBITED. Lessee agrees not to do or permit any act or
practice injurious to the property, or which is otherwise prohibited by law.
The Lessee shall not permit the accumulation of waste or refuse matter on the
premises and will not abandon the premises or allow the premises to become
vacant or deserted.
21. DEFAULT BY LESSEE. The occurrence of one or more of the following is a
default under this lease by Lessee.
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A. Failure to pay rent when due.
B. Failure to make any payment other than rent required under this Lease
when due if the failure continues for a period of ten days after notice from
Lessor to Lessee.
C. Failure to comply with any provision of this Lease except under sub
paragraphs A and B above if the failure continues for ten days after the notice
from Lessor to Lessee. If the default is one that requires more than ten days
to correct, Lessee shall have a reasonable time to correct it if Lessee begins
correction within ten days and diligently prosecutes correction.
D. Making a general assessment or arrangement for the benefit of
creditors, being adjudicated a bankrupt receiving the benefit of any
insolvency, adjustment of debts, reorganization or bankruptcy law, entering
into an agreement of composition with creditors, having a receiver or trustee
appointed to take possession of Lessee's assets on the leased premises or his
interest under this Lease or the seizing under legal process of Lessee's assets
on the leased premises or Lessee's interest in this Lease when the action under
this subparagraph is not canceled, discontinued, dissolved or discharged within
30 days.
E. Vacating or Abandoning Lease Premises.
F. Committing any act or permitting any use to occur which act is a
breach of the terms of any mortgage on the leased premises.
G. If Lessee is a corporation, partnership or other artificial entity,
and any part or all of its shares of stock, partnership interest, or other
beneficial interest shall be transferred by sale, assignment, bequest,
inheritance, operation of law or other dispositions so as to result in a change
in the present effective voting control of Lessee by the person owning a
majority of the shares of stock, partnership interest, or other beneficial
interest on the date of this Lease.
H. Violating any rule or regulation promulgated by Lessor and applicable
to ▇▇▇▇▇▇ Village Square after a previous violation has occurred and within a
reasonable time following Lessor's notification that such violation will be
treated as a default under this paragraph.
I. Any and all sums due under this Agreement from Lessee to Lessor and
not paid on the date due shall bear interest from the date due at the maximum
rate permitted by law until fully paid; and if any payment of rent is not
received within thirty (30) days after the date due, Lessee shall be assessed
an amount of not more than $100.00 per month for each month of delinquency, in
addition to other sums owning hereunder.
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22. REMEDIES ON DEFAULT.
A. If a default by Lessee occurs, to the extent permitted by Law, Lessor
may avail itself of any or all of the following remedies:
1. Immediately re-enter and remove all personal, equipment, fixtures,
furniture and personal property from the leased premises, storing the removed
property in a public warehouse or elsewhere at Lessee's expense without
liability. The Lessee's right to possession is conditioned upon Lessee's
performance of its obligations under the Lease. If Lessor takes possession
following default by Lessee, the taking of possession by itself shall not be
deemed an election by Lessor to terminate the Lease or to avail itself of any
other remedy than available to Lessor on account of Lessee default.
2. Re-let the leased premises or any part of them, for the account of
Lessee or any portion or all of the remainder of the terms to any Lessee at the
rent and on the conditions that the Lessor deems advisable. Lessor shall credit
the rent received on the balance due from Lessee, first to any expenses incurred
because of the repossession and re-renting, including brokers' commissions, next
to interest, and the balance to the principal amount of the rent. Lessor may
repair or restore the leased premises if required for re-letting, the cost of
same to be charged to Lessee. Repossession shall not terminate this Lease
unless Lessor gives notice of termination to Lessee.
3. Collect each installment of rent or other sum due under this Lease as
it becomes due or otherwise enforces any of its provisions that are not being
complied with by Lessee.
4. Await the end of the term of this Lease and then collect all rent or
other sums due under its.
5. Terminate this Lease by notice to Lessee in which event Lessee shall
immediately surrender possession of the leased premises and pay Lessor all loss
or damages incurred because of Lessee's default including all rent and other
charges due to the time of termination, all of which shall become due forthwith.
B. Upon default by Lessee, Lessor shall have the right to terminate
Tenant Lease and receive all sums due under the Lease as of the termination date
plus liquidated damages for loss of rent equal to the annual rent then
applicable under subparagraph 3 of this Lease, all of which sums shall be
immediately due and payable. If termination under this paragraph occurs during
the last year of the Lease or any extension, the liquidated damages amount will
be the net rent and taxes under paragraph 3 for the balance of the lease term.
Landlord and Tenant have agreed to the stated amount of liquidated damages,
because they recognize that in the event of default the Landlord's loss of rent
damages will be difficult or impossible to ascertain because the damages would
be dependent upon
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Landlord's ability to relet the premises. The ability to relet and the terms
of any new lease cannot be accurately predicted. Accordingly, the parties
agree that the liquidated damages amount here specified represent a bona fide
effort by the parties to estimate damages reasonably anticipated following a
default by Tenant. Tenant acknowledges that the agreed upon liquidated damages
amount is not intended to constitute a penalty. The liquidated damages amount
shall be due and payable in addition to all other sums due and payable under the
Lease. The items referred to in paragraph (d) below shall also be due and
payable in addition to the liquidated damages amount.
C. Notice or demand is not a prerequisite to any remedy unless another
part of this Lease provides for notice or demand in which event that provision
shall prevail.
D. In addition to any other loss or damages that Landlord sustains
because of Tenant's default, Tenant shall pay all expenses of repairs or
renovations to the leased premises required as a result of his tenancy,
transfer and storage charges for Tenants personal property removed from the
Leased Premises, and costs, expenses and attorney's fees for enforcing or
construing this Lease, whether for trial, appeal or otherwise.
E. Tenant grants Landlord a lien on Tenant's personal property located
on the Leased Premises to secure all sums due or to become due under this Lease
in addition to any statutory lien or right to disdain. Tenant shall not remove
Tenant's personal property from the Leased Premises until all money due
Landlord is paid. If Tenant's personal property is removed, the lien continues
for a period of six months during which Landlord may seize Tenant's personal
property wherever found and sell it or so much of it as will satisfy all money
due Landlord without process. This lien may be enforced by distress regardless
of the nature of the money due.
F. Any payment required under this Lease that Tenant does not make bears
interest at the greater of 12% per annum computed monthly in advance as of the
first business day of each month. Notwithstanding any provisions of this Lease
to the contrary, no interest, charges or other payments in excess of those
permitted by law shall accrue or become payable hereunder and any excessive
payments which may be made shall be applied to future rental payments or, at
the option of Landlord, shall be refunded to Tenant.
G. Unless otherwise provided herein, all remedies of Landlord are
cumulative to each other and to any other remedies given by law. All rights of
Landlord on Tenant's default apply to an extension of this Lease. By making a
payment for Tenant or from any security deposit, Landlord does not waive
Tenant's default or any right Landlord has because of the default.
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H. In any action by the Landlord for possession of the Leased Premises,
if the Tenant interposes any defense other than payment, the Tenant shall pay
into the registry of the court the accrued rent as alleged in the complaint or
as determined by the court and the rent which accrues during the tenancy of the
proceedings, when due. Failure of the Tenant to pay the rent into the registry
of the court as provided herein shall constitute an absolute waiver of the
Tenant's defenses other than payment, and the Landlord is entitled to an
immediate default without further notice or hearing thereon.
23. PARKING FACILITIES. Lessor will permit Lessee to use the parking
facilities in common with other tenants in the property during the term of the
Lease, provided however, that Lessor reserves the right to relocate or alter
the parking facilities in such a manner as would not unreasonably interfere
with or adversely affect Lessee's use of the demises premises. Lessor
reserves the right to designate specific areas for employee parking and
employees shall restrict their parking to such areas.
A. Lessee hereby covenants and agrees to indemnify and hold Lessor
harmless from and against any and all liability claim, demand, loss or damages
for injury to or death of any person or persons or damage to property in any
way arising from or in connection with the occupancy or use by Lessee of the
parking facilities or any part hereof or occasioned wholly or in part by any
act or omission of Lessee, its agents, employees or all fines, connection
with the occupancy or use by Lessee of the parking facilities or any part
thereof of occasioned wholly or in part by any act or omission of Lessee, its
agents, employees or invitees. Lessee further agrees to indemnify and hold
Lessor harmless from all said fines, suits, claims, demands, and actions.
B. Lessee, as a material part of the consideration to be rendered to
Lessor under this Lease, hereby waives all claims against Lessor for damages to
property or injuries to persons arising from or occasioned by use of the parking
facilities. Lessor shall not be liable to Lessee for any damages by or from any
act or negligence of any co-tenant or other occupant of the property or by any
owner or occupant of adjoining or contiguous property or any act or negligence
of any person (other than Lessor) upon or in such parking facilities.
24. ATTORNEY FEES AND COSTS. In the event either party shall seek legal
redress for any default hereunder, the prevailing party shall be entitled to
reasonable attorney fee and court costs including appellate and bankruptcy
proceedings.
25. NOTICES. Any and all notices required to be given under the terms of this
Lease or by virtue of the provisions of the Florida
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Landlord and Tenant Act or otherwise shall be mailed or delivered to:
Lessor: G.J.M. PROPERTIES INC.
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▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Lessee:
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Guarantor:
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26. GENERAL PROVISIONS. The following provisions are applicable:
A. This agreement shall be binding upon the parties, their heirs,
administrators and assigns.
B. No other representations or promises shall be binding upon the
parties hereto except those representations and promises contained herein or in
some future writing signed by the party making such representations or promises.
C. This lease shall be governed by the law of the State of Florida and
any legal or equitable action or actions shall be submitted to the courts of
Florida for resolution.
D. Any additional terms of this Lease may be set forth in a attachment
hereto labeled "Addendum" and in the event of any conflict or inconsistency
between the terms of the test of this Lease and the provisions set forth in the
Addendum, the provisions of the Addendum shall govern.
E. This Lease shall be subject and subordinate to any and all mortgages
that may now or hereafter be granted by Lessee on the real property and to all
renewals, modifications, consolidations and replacements of such mortgages.
F. Lessee shall have no right or authority, express or implied, to
subject the Lessor's interest in the real property to any construction lien or
liens and the Lessee agrees to hold harmless and indemnify the Lessor from any
such claims, damages, fees and/or costs that might arise on account of any
construction lien or liens filed against the premises on account of
improvements made at the express or implied order or insistence of the Lessee.
G. 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 PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED
FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDING IN FLORIDA. ADDITIONAL
INFORMATION REGARDING RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC
HEALTH UNIT. THIS DISCLOSURE IS MADE PURSUANT TO SECTION 404.056(8), FLORIDA
STATUTES.
11
13
H. One or more waivers of any covenants, term or condition of this Lease
by either party shall not be construed as a waiver of a subsequent breach of
the above covenant, term or condition.
I. The captions of headings used herein are for convenience only and do
not limit or amplify the provisions hereof.
J. If any provisions of this Lease or a portion of any provisions of
this Lease is for any reason held invalid or unenforceable the balance of this
Lease or the remainder or such provision and the application thereof to other
persons or circumstances shall not be affected thereby.
K. Time is of the essence of this Agreement.
▇. ▇▇▇▇▇▇ shall "build out" the leased space in accord with the addendum
and sketch attached hereto.
IN WITNESS WHEREOF, the parties to the Lease Agreement have set their hands and
seals on the day and year indicated beneath their respective signatures.
Signed, sealed and delivered LESSOR: G.J.M. PROPERTIES, INC.
in the presence of:
/s/ ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ By /s/
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Witness as to Lessor Its
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Date 4/1/97
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LESSEE:
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/s/ ▇▇▇▇▇ ▇. Bowdein
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Witness as to Lessee By /s/
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Its President
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Date 4/1/97
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