| a) | The exterior for the Premises must be kept free of all debris not customarily removed by Landlord’s janitorial services. This includes pallets, drums, cardboard, etc. | ||
| b) | It is expected that non-biodegradable items will not be flushed or thrown in the toilets. These items include bur are not limited to sanitary napkins, paper towels, plastic cups, etc. Should any of these items be the cause of a plumbing service call, the Tenant will be charged any expense incurred. | ||
| c) | Where parking lots have pavement markings, Tenant and its employees are expected to park within the lines. | ||
| d) | In the leased areas where utilities are furnished, Landlord requires that each tenant set back the thermostat during times when the outside temperature is below 50° F and set ahead when outside temperatures are above 72° F after 6:00 PM. The purpose of this is to minimize energy consumption during periods of cold and warm weather respectively. |
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| e) | In the event that Tenant elects to change any locks for the Premises, Tenant must notify the Landlord in writing and forward a duplicate key for any lock changed. At the end of the lease term, Tenant at its own expense will reinstall the original locks. | ||
| f) | With the exception of service dogs (for the handicapped persons), animals (i.e., pets) are not permitted in the Buildings or on the grounds. |
| a) | Tenant shall permit Landlord, or its authorized representatives, to enter the Premises during usual business hours ( or at any time for the purpose of making emergency repairs) for the purpose of (i) inspection; (ii) making repairs to the Premises or the Building; and (iii) repairing, replacing, altering or changing existing connections from any fixtures, pipes, wires, or ducts in the Premises, or making new such connections, provided, however, that in non-emergency situations Landlord shall provide reasonable notice and shall make reasonable efforts not to disrupt Tenant’s business operations during normal business hours. | ||
| b) | Landlord may, during the last one hundred twenty (120) days of the lease term, at reasonable times after first notifying Tenant, show the Premises to prospective clients for lease. If Tenant shall vacate the Premises during the last month of the term of this Lease, Landlord shall have the right thereafter to enter the Premises and to commence preparations for the succeeding tenant or for any other purpose whatsoever, without affecting Tenant’s obligation to pay rent for the full term of this Lease. |
| a) | If at any time prior to or during the term any one or more of the following events occurs, each such event shall constitute an “event of default”: |
| i. | Tenant makes an assignment for the benefit of its creditors; |
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| ii. | Tenant becomes insolvent; | ||
| iii. | The leasehold estate hereby created in Tenant is taken on execution or by other process of law; | ||
| iv. | Any petition is filed against Tenant in any court whether or not pursuant to any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceedings, and Tenant is thereafter adjudicated bankrupt, or such petition is approved by the Court, or the Court assumes jurisdiction of the subject matter and such proceedings are not dismissed within ninety (90) days after the institution of the same; or any such petition is so filed by Tenant; | ||
| v. | In any proceedings, a receiver or trustee is appointed for Tenant’s property and such receivership or trusteeship is not vacated or set aside within ninety (90) days after the appointment of such receiver or trustee; | ||
| vi. | There is a transfer or an attempted transfer of this Lease or of Tenant’s interest thereof in violation of the restrictions set forth in the Sixth paragraph of this Lease; | ||
| vii. | Tenant abandons the Premises; | ||
| viii. | Tenant fails to comply with any local, state or federal law, rule or regulation governing the use, handling and disposal of hazardous materials or is otherwise in violation of the obligations contained in the Thirty-Fourth paragraph of this Lease; |
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| ix. | Tenant fails to pay any installment of the rent or any portion of any such payment, when the same becomes due and payable, and such failure continues for ten (10) days after the Landlord’s notice that said rent is overdue; or | ||
| x. | Tenant fails to perform or observe any other requirement of this Lease (not hereinbefore specifically referred to) on the part of Tenant to be performed or observed and such failure continues for thirty (30) days after receipt of written notice from Landlord to Tenant. |
| b) | This lease and the terms are expressly subject to the conditional limitation that upon the happening of any one or more of the aforementioned events of default, Landlord, in addition to the other rights and remedies it may have, shall have the right to immediately declare this Lease terminated and the term ended, in which event all of the right, title and interest of Tenant hereunder shall wholly cease and expire upon delivery by Landlord to Tenant of a Notice of Termination. Notwithstanding the above language, Landlord will notify Tenant via certified mail of Landlord’s intent to terminate the Lease due to Tenants uncured default and upon three (3) business days from the date of the letter, Tenant will have an additional five (5) business days to cure such default or Tenant shall then quit and surrender the Premises to Landlord in the manner and under the conditions as provided for under this Lease, but Tenant shall remain liable as hereinafter provided. |
| a) | If this Lease shall be terminated as provided in the Fourteenth paragraph, Landlord or Landlord’s agents or employees may immediately or at any time thereafter re-enter the Premises and remove therefrom Tenant, its agents, employees, licenses, and any subtenants and other persons, firms or corporations, and all or any of its or their property therefrom, either by summary dispossess proceedings or by any suitable action or proceedings at law or in equity and repossess and enjoy the Premises, together with all alterations, additions and improvements thereto. Landlord, in the event of such re-entry and repossession, may store Tenant’s Personal Property in a public warehouse or elsewhere at the cost of and for the account of Tenant. | ||
| b) | In case of any such termination, re-entry of dispossession by summary proceedings or otherwise, the rents and all other charges required to be paid up to the time of such termination, re-entry or dispossession, shall be paid by Tenant, and Tenant also shall pay to Landlord all expenses which Landlord may then or thereafter incur for legal expenses, attorney’s fees, brokerage commissions and all other costs paid or incurred by Landlord as the result of such termination, re-entry or dispossession, and for restoring the Premises to good order and condition and for altering and otherwise preparing the same for reletting and for reletting thereof. Landlord may, at any time and from time to time, relet the Premises, in whole or in part, for any commercially reasonable rental then obtainable either in its own name or as agent of Tenant, for a term or terms which, at Landlord’s option, may be for the remainder of the then current term of this lease or for any longer or shorter period. | ||
| c) | If this Lease be terminated as aforesaid, Tenant nevertheless covenants and agrees notwithstanding any entry or re-entry by Landlord whether by summary proceedings, termination or otherwise, to pay and be liable for: |
| i. | ANNUAL RENT due and payable or that portion of ANNUAL RENT due and payable which remains outstanding at the time of said termination; and | ||
| ii. | In the event the Premises be relet by Landlord, Tenant shall be entitled to a credit (but not in excess of the rent, reserved under the terms of this Lease) in the net amount of rent received by Landlord in reletting the Premises after deduction of all expenses and costs incurred or paid as aforesaid in reletting the Premises and in collecting the rent in connection therewith. At any time after the termination of the Lease, in lieu of collecting any deficiencies, or any further deficiencies, as aforesaid, Landlord shall, at Landlord’s option, be entitled to recover from Tenant, in addition to any other relief, such as a sum as at the time of such termination represents the present value of the total rent, and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease term, as if the Lease had been fully complied with by Tenant, less any monthly deficiencies for such period previously paid to Landlord by Tenant, and less the fair value of the reletting of the Premises. Suit or suits for the recovery of the deficiency or damages referred to in this Fifteenth paragraph or for any installment or installments of rent hereunder, or for a sum equal to any such installment or installments may be brought by Landlord at once or from time to time at Landlord’s election, and nothing in this Lease shall be deemed to require Landlord to await the date whereon this Lease or the term hereof would have naturally expired had there been no such default by Tenant or no such termination. This subsection (ii) shall have no |
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| force and effect unless Landlord has fulfilled its obligations under the law with respect to mitigation of damages. |
| d) | Landlord and Tenant, so far as permitted by law, waive and will waive trial by jury in any action, proceeding or counterclaim brought by either of the parities hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim or injury or damage. The terms “enter”, “re-enter”, “entry”, or “re-entry” as used in this Lease are not restricted to their technical legal meaning. In the event Landlord commences any proceedings for the recovery of possession of the Premises or to recover for non-payment of rent, Tenant shall not interpose any compulsory counterclaim in any such proceeding. This may not, however, be construed as a waiver of Tenant’s rights to assert such claim in any separate action or actions initiated by Tenant. | ||
| e) | No failure by Landlord to insist upon the strict performance of any covenant, agreement, term or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such covenant, agreement, term and condition, and this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. | ||
| f) | In the event of any breach or threatened breach by Tenant of any of the covenants, agreement, terms or conditions contained in this Lease, Landlord shall be entitled to enjoin such breach or threatened breach and shall have the rights to invoke any right or remedy allowed at law or in equity, by statute or otherwise. | ||
| g) | Each right and remedy of Landlord provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now hereafter existing at law or in equity, by statute or otherwise. |
| a) | If any mechanic’s liens are filed against the Premises or any portion of the Building based upon any act of Tenant or anyone claiming through Tenant, Tenant shall hold Landlord harmless from all damages, claims and expenses arising therefrom, and Tenant, after notice from Landlord (or any person in privity of estate with Landlord), shall forthwith commence such action by bonding, deposit, payment or otherwise as will remove or satisfy such lien within fifteen (15) days. In the event Tenant does not remove or satisfy said lien within said fifteen (15) day period, Landlord shall have the right to do so by posting a bond or undertaking, and Tenant agrees to reimburse Landlord for any and all expenses incurred by Landlord in connection therewith five (5) days after receipt by Tenant of Landlord’s invoice therefor. These expenses shall include, but not limited to, filing fees, legal fees and bond premiums. | ||
| b) | Nothing in this Sixteenth paragraph shall be deemed or construed as (i) Landlord’s consent to any person, firm or corporation for the performance of any work or services or the supply of any materials to the Premises or any improvements thereon, or (ii) giving Tenant or any other person, firm or corporation any right to contract for or to perform or supply any work, services or materials that would permit or give rise to a lien against the Premises or any part thereof. |
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| a) | Fire. At all times during the term of this Lease, Landlord shall keep all improvements on the Premises insured against loss or damage by risk now or hereafter embraced by “all risks” and “difference in conditions” coverage, and against such risks as Landlord from time to time reasonably may designate in amounts sufficient to prevent Landlord from becoming a co-insurer. | ||
| b) | Liability Insurance. Tenant shall, at its own cost and expense, obtain blanket public liability insurance covering the interest of the Tenant in the Premises, said public liability to be in the sum of $1,000,000.00 in case of bodily injury or death and in the case of property damage in an amount reasonably declared necessary by the Landlord. The Tenant will provide Landlord with a certificate of insurance from an insurance company reasonably acceptable to Landlord stating that the Landlord is named as an additional insured under Tenant’s blanket public liability insurance policy. Tenant shall save Landlord harmless and indemnify from all injury, loss, claims or damage to any person or property which occurs on the Premises and shall pay all of Landlord’s attorneys’ fees incurred in connection with the same, unless the same shall have been caused by the act or negligence of the Landlord, its agents, servants or employees. Upon failure at any time on the part of the Tenant to pay the premiums for the insurance required by this clause, the landlord shall be at liberty from time to time as often as such failure shall occur, to pay premiums therefore, and any and all sums so paid for insurance by the Landlord shall be and become and hereby are declared to be additional rent under this Lease due and payable on the next rent day. |
| a) | any injury or damage to person or property occurring in, on or about the Premises; | ||
| b) | the theft, loss or destruction of any personal property contained in the Premises or any storage rooms provided by Landlord; | ||
| c) | the necessity of repairing the Premises or any other portion of the Building, except to the extent Landlord is responsible for such repairs in accordance with the terms of this Lease; | ||
| d) | fire or other casualty; | ||
| e) | any overflow or leakage upon or into the Premises of water, rain, snow, steam, gas or electricity, or any breakage or bursting of pipes, conduits or other plumbing fixtures or appliances; or | ||
| f) | any loss or damage to property of the Tenant entrusted with Landlord’s employees. |
| a) | Tenant’s Indemnity. Tenant covenants to indemnify and save harmless the Landlord from and against any and all liability, damages, expenses, fees (including reasonable attorneys’ fees), penalties, actions, causes of |
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| action, suits, costs, claims or judgments arising from injury during said lease term to person or property occasioned wholly or in part by any act or omission of Tenant, its employees, customers and invitees. Tenant shall and will, at its own cost and expense defend any and all suits or actions that may be brought against Landlord or in which Landlord may be impleaded with others upon any such above mentioned claim or claims, and in the event of failure of Tenant so to do, Landlord may, at the cost and expense of Tenant and upon prior written notice to Tenant, defend any and all such suits or actions, and Tenant shall and will satisfy, pay and discharge any and all judgments that may be recovered against Landlord in any such suit or actions in which Landlord may be a party or in which Landlord shall become liable as aforesaid, then Landlord may pay the same with any interest costs or other charges which may have accrued thereon and the amount so paid by Landlord, with interest thereon at the current prime interest rate per annum from the date of payment, shall become and be due and payable by Tenant as additional rent with the next installment of rent which shall become due after such payment by Landlord. |
| b) | Landlord’s Indemnity. Landlord covenants to indemnify and save harmless the Tenant from and against any and all liability, damages, expenses, fees (including reasonable attorney’s fees), penalties, actions, causes of action, suits, costs, claims or judgments arising from injury during said lease term to person or property occasioned wholly or in part by any act or omission of Landlord, its employees, customers and invitees. Landlord shall and will, at its own cost and expense defend any and all suits or actions that may be brought against Tenant or in which Tenant may be impleaded with others upon any such above mentioned claim or claims, and in the event of the failure of Landlord so to do, Tenant may, at the cost and expense of Landlord and upon prior written notice to Landlord, defend any and all such suits or actions, and Landlord shall and will satisfy, pay and discharge any and all judgements that may be recovered against Tenant in any such suit or actions in which Tenant may be a party or in which Tenant shall become liable as aforesaid, then Tenant may pay the same with any interest costs or other charges which may have accrued thereon and the amount so paid by Tenant, with interest thereon at current prime interest rate per annum from the date of payment, shall become and be due and payable by Landlord and may be discharged as a credit to Tenant’s remaining rental obligation under the Lease. |
| a) | If the Landlord shall be an individual, a partnership or a co-tenancy, so long as such individual or the partners or co-tenants constituting Landlord at the date of execution of this Lease and from time to time thereafter as shown by a partnership certificate then in effect or as shown by the record fee title, or any of them, or members of their immediate family, or trusts for the benefit of any of the foregoing persons, directly or indirectly, own an interest in the premises or in any partnership, or any trust, co-tenancy or other unincorporated entity constituting the Landlord hereunder, Tenant shall look solely to the estate and property of the Landlord in the Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by the Landlord with respect to any of the terms, covenants and conditions of the Lease to be observed and/or performed by the Landlord and any other obligation of Landlord created by or under this Lease and no other property or assets of the Landlord or its partners, beneficiaries or co-tenants shall be subject to levy, execution or other enforcement for the satisfaction of Tenant’s remedies. | ||
| b) | The term “Landlord”, as used in this Lease, so far as covenants and agreements on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the Premises and Lease and in the event of any transfer or transfers of the title to the said Lease and/or the Premises, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor), including each of its partners shall be automatically freed and relieved from and after the date of such transfer and conveyance of all liability as respects the performance of any covenants and agreements on the part of Landlord contained in this Lease thereafter to be performed, and it shall be deemed and construed without further agreement that such grantee or transferee has assumed and agreed to be bound by all the covenants and agreements in this Lease contained, to be performed on the part of the Landlord, and the Landlord or the grantor shall turn over to the grantee all monies, if any, then held by Landlord, or such |
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| grantor on behalf of Tenant and shall assign to such grantee all right, title and interest of Landlord or such grantor in and to the sums held by and deposited under the terms, covenants and conditions of this Lease. |
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| a) | All covenants in this Lease which are binding upon Tenant shall be construed to be equally applicable to and binding Tenant’s agents, employees and others claiming the right to be in the Premises or in the Building through or under Tenant. | ||
| b) | If more than one individual, firm, or corporation shall join as Tenant, the singular context shall be construed to be plural wherever necessary and the covenants of Tenant shall be the joint and several obligations of each party signing as Tenant, and when the parties signing as Tenant are partners, shall be the obligations of the firm and of the individual members thereof. | ||
| c) | Feminine or neuter pronouns shall be substituted for those of the masculine form, and the plural shall be substituted for the singular, wherever the context shall require. | ||
| d) | This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. The words “Landlord” and “Tenant” include and bind and benefit the legal representative, successors and assigns of the Landlord and Tenant, respectively, and if there be more than one tenant, than, all the covenants and agreements binding the Tenant shall be deemed joint and several. |
| a) | “Hazardous Material” shall mean any pollutant, contaminant, hazardous, dangerous or toxic chemical, material, waste or other substance which poses a hazard to the environment or to health and safety, including, without limitation: (i) any solid or hazardous waste, toxic, or hazardous substance, pollutant, contaminant, dangerous or toxic chemical material, or other substance within the meaning of any Environmental Law; (ii) “hazardous substances”, as defined by CERCLA; (iii) “hazardous wastes”, as defined by the Resource Conservation and Recovery Act, P.L. 94-580, and all amendments thereto and reauthorizations thereof (“RCRA”); (iv) petroleum, crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied natural gas (all the foregoing collectively called “Natural Gas Products”), synthetic gas or mixtures of Natural Gas Products and synthetic gas; (vi) any radioactive material, including any source, special nuclear or byproduct material as defined at 42 U.S.C. §2011 et seq. and amendments thereto and reauthorizations thereof; (vii) asbestos-containing materials in any form or condition; and (viii) polychlorinated biphenyls. | ||
| b) | “Environmental Laws” shall mean all federal, state and local laws, statutes, regulations, rules, codes, ordinances and policies and all revisions and amendments thereto or reauthorizations thereof during the Term, and the common law, relating to environmental matters or contamination of any type whatsoever, including, without limitation: (i) treatment, storage, disposal, generation or transportation of any Hazardous Material; (ii) air, water, or noise pollution, including, without limitation, discharges to publicly-owned treatment works; (iii) surface or ground water contamination; (iv) spills, discharges, leaks, emissions, escapes, dumping or other releases or threatened releases, including, without limitation, those subject to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, P.L.96-510, as reauthorized and amended from time to time (“CERCLA”), into the environment of any Hazardous Material, whether or not notification or reporting to any federal, state or local agency was or is required; (v) the protection of wildlife, marine sanctuaries or wetlands; (vi) the protection of natural resources; (vii) above-ground or under-ground storage tanks, vessels and related equipment; (viii) abandoned or discarded barrels, containers or other closed receptacles; (ix) reporting or notification to governmental agencies or third parties including, without limitation, notification or reporting of the presence or emission of any Hazardous Material; (x) health and safety of employees or other persons; or (xi) otherwise relating to the manufacture, processing, use, distribution, sale, treatment, storage disposal, transportation or handling of Hazardous Materials. | ||
| c) | At all times, Tenant, at its sole cost and expense, shall comply in all material respects with all and not otherwise become subject to liability under Environmental Laws applicable to Tenant, its use, operations or property on or at the Premises including without limitation, obtaining any and all licenses, permits, consents and approvals, making all reports, registrations and notifications, and obtaining all bonds, insurance and financial insurance required under any Environmental Law (“Environmental Filings and Approvals”). Tenant promptly shall provide Landlord copies of all Environmental Filings and Approvals. | ||
| d) | Tenant agrees to indemnify, defend (with counsel, experts and consultants reasonably acceptable to Landlord and at Tenant’s sole cost and expense) and hold Landlord and its beneficiaries, partners, shareholders, officers, directors, employees, agents, and their respective executors, administrators, |
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| personal representatives, heirs, successors and assigns (herein collectively called “Landlord’s Affiliates”) free and harmless from and against Tenant’s failure to comply with subparagraph (c) above. | |||
| e) | Landlord agrees to indemnify, defend (with counsel, experts and consultants reasonably acceptable to Tenant and at Landlord’s sole cost and expense) and hold Tenant and its beneficiaries, partners, shareholders, officers, directors, employees, agents and his and their respective executors, administrators, personal representatives, heirs, successors and assigns free and harmless from and against: (i) Landlord’s failure to comply with any Environmental Law or (ii) any environmental condition or Hazardous Materials existing on the Premises on the date hereof (including, without limitation, relating to any underground storage tanks and any asbestos-containing materials, if any). |
| Tenant: | Landlord: | ||||||||
| Interactive Therapy Group | Olivia Holding, LLC | ||||||||
By:
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/s/ John M. Torrens | By: | /s/ Stephen A Oliva, Jr. | ||||||
Name:
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John M Torrens | Name: | Stephen A. Oliva, Jr. | ||||||
Title:
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President | Title: | Manager | ||||||
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