Lease between Grand Cypress Communities, Inc. and Food innovations, Inc. dated as of October 17, 2008

1.

Name of Tenant:

2.

Tenant's address for notices:

1923 Trade Center Way, Suite 1, Naples, FL. 34109

3.

Address of leased premises ("Demised Premises"):

3845 Beck Blvd, #805 and 806, Naples, Fl. 34114

4.

Net Rentable Square Feet in Demised Premises:

4,000

5.

Tenant's use of Demised Premises:

Off ice/Retail

6.

Base Rent (per year):

$41,844.96

7.

Monthly Installments of Base Rent for the First Year:

(4,000 square feet at $ per foot)

$3,487.08

8.

Per annum increase in Base Rent:

N/A

9.

CAM (fixed):

$644.26

10.

Sales Tax:

$0.00

11.

Real Estate Taxes (fixed):

$368.66

12.

Total Monthly Rent for each year of lease term:

$54,000.00

13.

Security Deposit payable on execution of Lease:

N/A

14.

First Month Rent payable on execution of Lease:

$4,500.00

15.

Last Month Rent payable 30 days after execution of lease:

$4,500.00

16.

TOTAL DUE AT SIGNING:

$9,000.00

17.

Commencement Date:

Occupancy effective January 1,2009

Rent shall commence February 15,2009

18.

Term:

36 months from Januarv 1,2009

19.

Option to Extend:

See Page 2 for information

20.

The Florida State sales tax and any similar local tax shall be applicable to the Base Rent and CAM, if any, and shall be paid by Tenant and shall be at the rate applicable by state and local law at the time said payments are due.

21.

Landlord's name and address for notices: Grand Cypress Communities, Inc., 3825 Beck Blvd, #721, Naples, FL 341 14

a.  

At any time prior to the end of the lease term (including any renewals thereof), Tenant has the option to purchase the unit from Landlord pursuant to the terms and conditions set forth in the attached contract labeled as "Exhibit A," however, any time frames contained in said contract shall not be applicable to the extent they are inconsistent with the time frames set forth in this Lease. At any time prior to the end of the lease term, Tenant may elect to purchase the unit from Landlord pursuant to the terms and conditions set forth in the attached contract. Any default under this lease agreement which is not cured at the time this purchase option is exercised shall, at the Landlord/Seller's option, terminate the attached contract, at which time, all parties hereto will be released and relieved from all obligations therein. If the Tenan/Purchaser elects to purchase this unit, the parties agree that the closing shall occur on or before that date which is thirty days from the expiration of the lease term, including any renewals thereof and, if the Tenant elects to purchase the exercise its option to purchase the unit, all Base Rent paid by Tenant pursuant to this lease during the initial Lease Term shall be applied to the purchase price. Tenant has the right to record a memorandum of said contract evidencing its right to purchase the unit.

b.  

c.  

d.  

 

1.  

Demise, Description, and Use of Premises. Subject to and upon terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord does hereby lease, demise and let from Landlord those certain premises (hereinafter sometimes called the "Premises" or "Leased Premises") in the Building located as described in the Schedule at the front of this Lease Agreement (the "Schedule"), comprising the area described in the Schedule, identified by the signatures or initials of Landlord and Tenant.

 

The net rentable area represents Landlord's and Tenant's best conclusive estimate of the area comprising the Net Rentable Area of the Leased Premises. In no event shall any obligation owed by Tenant to Landlord hereunder be altered in any way if the Leased Premises should contain less than, or more than the total number of square feet of Net Rentable Area set forth in the Schedule.

2.  

Term and Lease Year. The Term of this Lease shall be for the period of time set forth in the Schedule, commencing and terminating as described in the Schedule. The term "Lease Year" as used herein shall mean a twelve (1 2) month period commencing on the first day of the Term hereof and ending on the last day of the twelfth full calendar month thereafter, and each successive twelve (12) month period shall be a Lease Year.

3.  

Base Rent. Tenant agrees to pay Landlord Base Rent without any offset or deduction whatsoever in lawful (legal tender for public or private debts) money of the United States of America at 3825 Beck Blvd, #721, Naples, FL 341 14, or elsewhere as designated from time to time by Landlord's written notice to Tenant.

a)  

Base Rent thereafter shall be paid on the first day of each month during the Lease Term. Base Rent for the first Lease Year, shall be calculated as set forth in the Schedule, plus applicable sales tax, due and payable in equal monthly installments on the first day of each and every month during the Lease Term.

Common Operating Cost Contribution. As Additional Rental, Tenant shall pay to Landlord the amount ownership, operation and maintenance of $644.26 as set forth on the Schedule attached hereto as payment to Landlord for common area maintenance costs together with the amount of $368.66 as set forth on the Schedule attached hereto as payment to Landlord for real estate taxes(hereinafter referred to as the "Common Operating Costs"), which Common Operating Costs shall include, but not limited to: (a) the real estate taxes and assessments, including ad valorem and non-ad valorem, and personal property taxes, imposed upon the Premises; (b) Landlord's cost of contesting any real estate and personal property taxes and assessments; (c) Landlord" insurance, including, but not limited to, liability insurance for personal injury, death, and property damage; (d) condominium and or property owner association assessments, dues and charges; (e) the maintenance, repair, and replacement of water, sewer, drainage, electric, and other utility lines and service sewing the Leased Premises; (f) water and sewer charges and electrical utilities; (g) any required licenses, permit fees, monitoring, compliance, or operational requirements imposed by any governmental authority in connection with the Premises, (h) lighting, heating, ventilating, and air conditioning (i) trash, refuse, solid waste, and garbage removal ; (j) pest control and extermination services; (k) reserves for deferred repairs, maintenance and replacements; (I) the cost of installation, maintenance, and repair of all retrofitting or replacement of equipment or components thereof for energy or cost saving purposes.

Amount Payable. The amount of Tenant's Common Operating Cost payment set forth above shall be paid to Landlord monthly, on the first day of each and every calendar month throughout the term (including any renewal periods) plus applicable sales taxes in the amount set forth above.

Personal Property Taxes. Tenant shall pay, prior to delinquency, all taxes assessed or levied upon its business operation, and upon its leasehold interest, trade fixtures, furnishing, equipment, merchandise, and personal property of any kind owned, installed, or used by Tenant in, on, or upon the Premises, and all alterations, changes, and additions thereto. Where possible, the parties shall cause the foregoing to be assessed and billed separately from the tax bill for the Building. In the event any or ail of the foregoing shall be assessed and taxed with the real estate taxes for the Building, Tenant shall pay to Landlord the Tenant's share of such taxes as an additional Rental Payment within thirty (30) days after delivery to Tenant by Landlord of a statement in writing settling forth the amount of such real estate taxes and the portion thereof applicable to the foregoing.

Sales Tax. Tenant, and not Landlord, shall pay, to Landlord with each Rental Payment the Florida State Sales Tax and any other sales, use or excise tax due on any Rental Payment.

Utilities and Related Charges. Tenant agrees to pay for all public utility services rendered or furnished to the Premises during the Lease Term and shall cause all utilities to be connected in Tenant's name.

Insurance. Tenant shall, during the Lease Term, at its sole cost, risk and obligation, keep in full force and effect a policy of public liability and property damage insurance with respect to the Premises, and the business conducted by Tenant and any subtenants of Tenant in the Premises, in which the limits of public liability and property damage insurance shall be not less than One Million Dollars ($1,000,000) combined single limit. Tenant shall also carry fire and extended coverage insurance for the full replacement value of all improvements, alterations, additions and partitions whether made or installed by Landlord or Tenant in the Premises; Tenant's personal property including, but not limited to, inventory, trade fixtures, equipment, furnishings and other personal property together with insurance against sprinkler damage, vandalism, theft and malicious mischief; and any and all other coverage which Tenant desires to carry or is required to carry by law. The policy shall include Landlord , and any persons, firms or corporations having an insurable interest designated by Landlord from time to time, as additional insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord thirty (30) days prior written notice. The insurance shall be in an insurance company licensed to do business in the State of Florida and approved by Landlord. A copy of the policy or certificate of insurance shall be delivered to Landlord prior to delivery of possession of the Premises to Tenant and thereafter within thirty (30) days prior to the expiration of the term of each said policy. If Tenant fails to furnish Landlord with a copy of any insurance policy required to be furnished by Tenant to Landlord when due and such failure continues for ten (10) days after written notice from Landlord, Landlord may assess and collect an administrative fee of Twenty-Five and 00/100 Dollars ($25.00) for each day such policy or certificate has not been received in the office of Landlord at the close of each business day. Additionally, if Tenant refuses or neglects to secure and maintain insurance policies complying with the provisions of this Paragraph, Landlord may, but shall not be required to, secure and maintain such insurance policies and Tenant shall pay the cost thereof to Landlord, as Additional Rent, upon demand.

Indemnification of Landlord. Tenant shall indemnify Landlord and Landlord's agents and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises and Common Area or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. In the event Landlord and/or its agents shall, without fault on their part, be made party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord and/or its agents harmless and shall pay all costs, expenses and reasonable attorney fees that may be incurred or paid by Landlord and/or its agents in connection with such litigation.

Indemnification of Tenant. Landlord shall indemnify Tenant and Tenant's agents and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Building or the Common Elements, or any part thereof, or occasioned wholly or in part by any act or omission of Landlord, its agents, contractors, employees, servants, tenants or concessionaires. In the event Tenant and/or its agents shall, without fault on their part, be made party to any litigation commenced by or against Landlord, then Landlord shall protect and hold Tenant and/or its agents harmless and shall pay all costs, expenses and reasonable attorney fees that may be incurred or paid by Tenant and/or its agents in connection with such litigation.

j)   

Limitation on Landlord's Liability. Landlord and Landlord's agent and employees shall not be liable to Tenant or to anyone claiming under Tenant for damage to person or property resulting from (a) equipment or appurtenances becoming out of repair; (b) Tenant's failure to keep the Premises in repair; (c) injury done or occasioned by wind; (d) any defect in or failure of the sprinkler system, plumbing, heating or air conditioning equipment, electric wiring or installation thereof, gas, water, steam, pipes, stairs, porches, railings, or walks; (e) broken glass; (f) the backing up of any sewer pipe or downspout; (g) the bursting, leaking or running over of any tank, tub, washstand, water closet, waste pipe, drain, or any other pipe or tank, in or upon the Building or Premises, or noxious odors resulting therefrom, or the escape of steam or hot water; (h) water, or ice being upon or coming through the roof, skylight, trap door, stairs, walks or any other place upon or near the Building or Premises or otherwise; (i) the falling of any fixtures, plaster, or stucco; (j) any act, omission, or negligence of co-tenants or other persons or occupants of the Building or of adjoining or contiguous buildings or of owners of adjacent or contiguous property of Landlord; and (k) any act which might be considered directly caused by rodents, insects, bugs, or pests in general. Landlord agrees that Landlord and Landlord's agents shall be responsible, however, for their negligent acts hereunder, but only to the extent that any such damage or liability is not covered by perils against which Tenant is not required by this Lease to insure.

Mutual Waiver of Subrogation. Regardless of any other provision hereof, each of the parties hereto hereby waives all claims against the other for loss or damage to its real and personal property located at or within the Building, resulting from fire or from risks included within the standard extended coverage endorsement and the vandalism or malicious mischief endorsement of the insurance required herein to be carried, provided the insurance is not invalidated by such waiver.

Landlord's Right to Pay Premiums on Behalf of Tenant. All of the policies of insurance referred to herein shall be written in form satisfactory to Landlord and by insurance companies satisfactory to Landlord. All such insurance policies shall, to the extent available at no additional cost, expressly waive any right of subrogation of the insurer against Landlord and the holder of any mortgages encumbering the Premises. Tenant shall pay all of the premiums therefore and deliver such policies, or certificates thereof, to Landlord; and, in the event of the failure of Tenant either to effect such insurance in the names herein called for or to pay the premiums therefore or to deliver such policies, or certificates thereof, to Lessor, Landlord shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefore, which premiums shall be repayable to Landlord with the next installment of rental, failure to repay the same carrying with it the same consequence as failure to pay any installment of rental. The insurance policy or policies required hereunder shall name Landlord and Tenant as insureds as their interests may appear, and each insurer shall agree by endorsement on the policy or policies issued by it or by independent instrument furnished to Landlord that it will give Landlord thirty (30) days written notice before the policy or policies in question shall be altered or canceled. Landlord agrees that it will not unreasonably withhold its approval as to the form or to the insurance companies selected by Tenant. The insurer of any policies required hereunder shall be qualified to do business in the State of Florida and shall have a "Best" rating of A or better.

Definition of Full Replacement Value. The term "full replacement value" of improvements as used herein shall mean the actual replacement cost thereof from time to time. Tenant shall be required to pay Landlord interest at the rate of twelve (12%) percent per annum on any Rental due that remains unpaid for five (5) days after its due date, together with any costs of collection incurred by Landlord.

4.  

Base Rent and Additional Rent Increase. Base Rent and Additional Rent shall remain the same during the entire lease term and any renewal periods set forth in this lease.

5.  

Option to Extend. Tenant shall have the right, to be exercised as hereinafter provided, to extend the Term ("Extended Term") of this Lease as set forth in the Schedule on the following terms and conditions:

a)  

No default is existing or continuing in the performance of any of the terms of this Lease.

b)  

The Extended Term shall be on the same terms, covenants and conditions as provided in this Lease, except that there shall be no privilege to extend the Term of this Lease for any period of time beyond the expiration of the Extended Term described in the Schedule.

c)  

At least three (3) months prior to the expiration of each of the initial term and each option period, Tenant shall notify Landlord, in writing, of its election to exercise the right to extend the Term of this Lease. In the event that Tenant should fail to timely exercise Tenant's any option to extend the Term of this Lease, then any subsequent option to extend shall automatically terminate.

6.  

On the timely giving of any notice of election, this Lease, subject to the terms of this provision, shall be deemed to be extended and the Term thereof extended for the period as set forth in the Schedule, from the date of expiration of the prior term, without the execution of any further lease agreement. Reserved.

7.  

Warranties of Title and Quiet Possession. Landlord covenants that Landlord is seized of the Premises in fee simple and has full right to make this Lease, and that Tenant shall have quiet and peaceable possession of the Premises during the term hereof.

8.  

Delivery of Possession. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant at the commencement of the Lease Term, as herein before specified, Tenant may, at its option, cancel or terminate this Lease and receive a refund of all monies paid hereunder, Landlord be liable to Tenant for any loss or damage resulting therefrom unless Landlord's failure to deliver possession is the result of Landlord's failure to diligently pursue and complete its work necessary to deliver possession; in the event Tenant does not terminate this Lease, there shall be a proportionate reduction of rent covering the period between the commencement of the Lease Term and the time when Landlord can deliver possession, and Tenant shall receive from Landlord one day of free rent for each day of any such delay.

9.  

Limits of Representations. Other than Landlord's obligation to provide the build-out of the Premises as set forth on the Schedule, neither Landlord nor Landlord's agents have made any representations, warranties or promises with respect to the Premises or this Lease, except as set forth in this Lease.

10.  

a)  

The Premises shall be used and occupied solely and exclusively as set forth in the Schedule, and for no other purpose.

b)  

Tenant shall not use or permit the Premises, or any part thereof, to be used for any purpose or purposes other than the purpose or purposes for which the Premises are hereby leased; and no use shall be made or permitted to be made of the Premises, or acts done, which will cause a cancellation of any insurance policy covering the building located or to be located on the Premises, or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold, in or about the Premises, any article which may be prohibited by the standard form of fire insurance policies. Tenant shall, at its sole cost, comply with all requirements pertaining to the Premises, of any insurance organization or company, necessary for the maintenance of insurance, as herein provided, covering any building and appurtenances at any time located on the Premises.

c)  

Tenant shall not use or permit the Leased Premises, or any part thereof, to be used in any fashion which violates any law, statute, or regulation, or which violates any law, statute, or regulation, or which violates any of the documentation establishing the condominium regime in which the Leased Premises are located. In particular and without limitation, Tenant shall not bring onto, store upon, hold, maintain, use, emit, or release from the Premises, any Hazardous Substance (hereinafter defined), nor allow anyone else to do so. For purpose of this Lease Agreement, "Hazardous Substance" shall mean and include any oil, hazardous substance, hazardous material, hazardous waste, pollutant, contaminant, dangerous waste, extremely hazardous waste, toxic waste, asbestos, or air pollution, as such terms or similar terms as now or hereafter defined, used, or understood in or under any federal, state, county, city, or other governmental statue, rule, ordinance, order, or regulation which relates in any way to the protection of the environment. Tenant shall indemnify and hold Landlord, and Landlord's successors, assigns, officers, directors and agents harmless from and against any claim, cost, damage, or expense, including attorneys' fees, response costs and penalties, in the event Tenant should breach any of the foregoing provisions.

11.  

Waste and Nuisance Prohibited. Tenant shall not commit, or suffer to be committed, any waste on the Premises, or any nuisance. The dumpsters are intended for office waste only.

12.  

Fixtures. All trade fixtures installed by Tenant on the Premises shall be new or completely reconditioned and shall remain Tenant's personal property, subject to Landlord's statutory lien for unpaid rent.  At the expiration of the Lease Term, Tenant may remove all its personal property that is removable without injury to or defacement of the Premises, but only if all rents and other charges are paid in full and Tenant is not otherwise in default under this Lease; and further provided that any damage to the Premises resulting from such removal shall be simultaneously repaired at Tenant's sole expense. Tenant agrees that all personal property installed by Tenant in the Premises shall be at Tenant's sole risk and/or those claiming under Tenant. Landlord shall not be responsible to Tenant, or liable to Tenant for any loss resulting to Tenant caused in any manner whatsoever, unless such loss is the result of the negligence of Landlord.

13.  

Abandonment of Premises. Tenant shall not vacate or abandon the Premises at any time during the Lease Term hereof. If Tenant shall abandon, vacate or surrender the Premises, or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be encumbered to Landlord.

14.  

Landlord's Right of Entry. Tenant shall permit Landlord and the agents and employees of Landlord to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions, or repairs without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the Premises thereby occasioned, provided, however, Landlord shall provide advance written notice to Tenant if Landlord intends to access Tenant's Premises during its normal business hours, except in the case of an emergency, for which no Landlord notice shall be required, and shall permit Landlord and its agents and employees, at any time within the last three (3) months prior to the expiration of this Lease or any renewals thereof, to place on the Premises any usual or ordinary "To Let", "To Lease", or "For Sale" signs and exhibit the Premises to prospective tenants at reasonable hours upon advance written notice to Tenant, and provided further that such actions to not unreasonably interfere with Tenant's use of the Premises.

15.  

Assignment Ineffective Without Consent.

a)  

Except as described below, Tenant shall not have the right at any time to mortgage or assign this Lease or to grant any sublease, concession or license, or to make any other assignment of its interest without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. If Landlord does not elect to exercise its right of recapture described below, Landlord's consent to a proposed assignment will not be unreasonably withheld if the proposed assignee, sublessee, licensee or concessionaire has a net worth and financial and business reputation satisfactory to Landlord (and at least equal to or exceeding that of Tenant as of the date hereof), and if such proposed transferee expressly, in writing, assumes and agrees to perform all of Tenant's obligations under this Lease and to be bound by all of the terms and conditions of this Lease. Consent by Landlord to one or more assignments, subletting or transfers shall not operate to exhaust Landlord's rights under this section, nor shall Landlord's consent to any assignment in any way operate to release Tenant from any of its obligations under this Lease. Any attempt at assignment, subletting, mortgage or the granting of any unauthorized concession or license by Tenant, voluntary or involuntary, without such prior written consent, shall be void and of no force and effect; and Landlord's acceptance of rent from any party other than the named Tenant shall never be construed as Landlord's consent to any such unauthorized transfer but shall be deemed to be acceptance of payments made on behalf of Tenant.

b)  

The transfer of Tenant's assets, stock or controlling interest shall be viewed as an assignment of this Lease.

16.  

Reserved.

17.  

Common Areas Defined. The term "Common Areas" shall mean all areas, space, facilities, equipment, signs and special services from time to time made available by Landlord for the common and joint benefit of Landlord, Tenant and other tenants and occupants of the Building, and includes customer parking areas, employee parking areas, sidewalks, ramps, service roads, delivery areas, landscape areas, retaining or buffer walls, underground utilities, sewers and drains, and any other facilities provided for the general or beneficial use of the tenants or occupants of the Building.

18.  

Grant of Use of Common Areas. Landlord grants to Tenant and its employees and invitees during the Lease Term, together with and subject to the same rights of other tenants, and occupants and unit owners of the Building, the right to use the Common Areas for their respective intended purposes, subject to the Rules and Regulations of the Landlord and the applicable condominium association, as the same may be amended or modified from time to time.

19.  

Employee Parking. Tenant agrees that it shall cause Tenant and its employees to park their vehicles at places which Landlord or the applicable condominium association may designate for employee parking. Should Tenant fail to cause Tenant or its employees to park in designated employee parking areas. If Tenant or its employees park their vehicles in any areas other than the employee parking area designated by the Landlord, Landlord may in its sole discretion tow such vehicles at Tenant's expense.

20.  

Repairs and Destruction of Improvements.

a)  

Maintenance of Improvements. Tenant shall throughout the Lease Term, at its own cost and without any expense to Landlord, keep and maintain the Leased Premises, including all improvements of every kind which may be a part thereof and all appurtenances thereto, in good condition and repair. Landlord shall not be obligated to make any repairs, replacements, or renewals of any kind, nature, or description whatsoever to the Leased Premises following Landlord's construction of the improvements described below. Tenant shall also comply with and abide by all federal, state, county, municipal, and other governmental statutes, ordinances, laws, and regulations affecting the Leased Premises, the improvements thereon, or any activity or condition on or in such Leased Premises.

b)  

Obligations and Rights Upon Casualty. In the event that the Building shall be damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance (which is not caused by Tenant's intention acts, willful misconduct or gross negligence) and neither Landlord nor Tenant elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Building. If the Building shall (a) be destroyed or substantially damaged by a casualty not covered by Landlord's insurance; or (b) be destroyed or rendered untenable to an extent in excess of twenty-five percent (25%) of the first floor area by a casualty covered by Landlord's insurance; or (c) be destroyed or substantially damaged during the last year of the Lease Term; or (d) be destroyed or substantially damaged and the holder of a mortgage deed of trust or other lien on such building at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of all or part of Landlord's insurance proceeds in satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord may elect to either terminate this Lease as hereinafter provided or to proceed to rebuild and repair the Building. Should Landlord elect to terminate this Lease it shall give written notice of such election to Tenant within sixty (60) days after the occurrence of such casualty. If Landlord should not elect to terminate this Lease, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Building. In the event such repairs are not commenced within sixty (60) days after Landlord elects to make such repairs, Tenant may, at its option cancel this Lease. Additionally, in the event the repairs are not completed within one hundred fifty days (150) days after commencement, Tenant may terminate this Lease. In the event of any damage or destruction to the Premises, Tenant shall, upon notice from Landlord, forthwith remove, at Tenant's sole cost and expense, such portion or all of Tenant's trade fixtures and all other personal property belonging to Tenant from such portion or all of the Premises as Landlord shall request. During the period from the occurrence of the casualty until Landlord's repairs are completed, the Base Rent shall be reduced proportionately as to that portion of the Premises are untenable; however, there shall be no abatement of Additional Rent payments.

c)  

Restoration. Landlord's obligation to rebuild and repair under this section is limited to restoring the Building. Landlord shall have no obligation to restore the Leased Premises to substantially the condition in which the same existed prior to such casualty. Tenant agrees that promptly after completion of restoration of the Building by Landlord, Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace all improvements, alterations, additions, trade fixtures, signs, equipment and other personal property comprising the Leased Premises in a condition to at least equal to that prior to its damage and destruction. The proceeds of all insurance carried by Tenant for reconstruction of said improvements and personally shall be held in trust by Tenant for the purpose of such repair and replacement.

LANDLORD:

(Corporate Seal)

Witness #1 (print name below)

GRAND CYPRESS COMMUNITIES, INC.,
a Florida corporation

 

__________________________________

By:_______________________

Larry Gode, as President

Witness #2 (print name below)

 

 

Date:______________________

TENANT:

(Corporate Seal)

Witness #1(print name below)

 

By:________________________

 

Its:________________________

__________________________________

Witness #2 (print name below)

 

 

Date:________________________

1.  

THE PROPERTY. Seller agrees to sell to Purchaser that certain condominium parcel described as Unit Number(s) 805 and 806 , Tollgate Business PARK 111, a Condominium ("Building") which consists of 4,000 square feet. Square footage shall be calculated from the exterior portion of the walls, along with an undivided share in the common elements appurtenant thereto, and the exclusive use of the Limited Common elements assigned thereto according to the Declaration of Condominium of Tollgate Business PARK 111, a Condominium, and related documents to be recorded in the Public Records of Collier County, Florida. Purchaser agrees to purchase said condominium parcel upon the terms and conditions set forth herein, and subject to all of the provisions of the Declaration of Condominium and Exhibits thereto, which terms and conditions Purchaser assumes and agrees to observe and perform as part of the consideration of this Agreement.

2.  

PURCHASE PRICE/ PAYMENT TERMS.

BASE PURCHASE PRICE

(See Contract itemizations attached and incorporated herein)

1,100.00.00

a) Deposit of $125,534.88 from rents received Pursuant to lease agreement

125,534.88

b) Deposit of the balance of 10% Fifteen (15) days after the Effective Date of this Contract

 

EXTRAS AND OPTIONS DUE

 

BALANCE DUE AT CLOSING

974,465.20

 

TOTAL PAYMENTS

1,100,000.00

3.  

ESCROW. The monies deposited hereunder shall be held until closing in an escrow account, pursuant to the terms of this Agreement, as well as the Escrow Agreement, entered into by and between the Seller and the Escrow Agent; a photocopy of said Escrow Agreement having been provided to Purchaser with the condominium documents. The Escrow Agent shall be: Title Florida, Inc., 3845 Beck Blvd, #803, Naples, Fl. 34114. Upon execution of this Agreement, Purchaser does hereby approve and agrees to be bound by and to abide by the Escrow Agreement. Escrow Agent shall furnish Purchaser with a receipt for monies deposited, upon request. All payments made under this Agreement must be in U.S. funds.

4.  

CONSTRUCTION PLANS. Seller, through its contractor, Pristine Homes, Inc., will construct the shell Building and other improvements comprising the condominium substantially in accordance with the plans and specifications prepared by the architect; a copy of the plans and specifications, and amendments thereto (if any), are available for inspection by the Purchaser at the Construction Office of the Seller. If the Building is now completed, the Purchaser acknowledges that he has inspected the Building and approves it, and that he is buying the Building "AS IS" except as indicated on any addendum attached hereto.

5.  

GOVERNMENTAL REGULATIONS. If the plans and specifications referenced herein must be changed due to state, regional or local governmental regulations, the Purchaser agrees to pay any additional costs incurred by reason of such a change.

6.  

EXTRAS AND SELECTIONS. All change orders or extras requested by Purchaser must be agreed to by the Developer in writing and Purchaser must pay for them when ordered. If Developer omits any changes or extras, the Developer will only have to refund to the Purchaser the amount paid by Purchaser to Developer for each item omitted. Except for such omissions, the Purchaser's payment for any change orders or extras are not refundable. Developer may, at its option, grant Purchaser the right to make color, material, or other selections, and if the Developer does, then the Purchaser will make those selections within five (5) days after the Developer's request, and if Purchaser fails or refuses to make any selections within this time period, the Developer is authorized to make such selections as the Developer deems desirable, and Purchaser agrees to close with such selections as are made by the Developer. If Purchaser does not make any selections pursuant to this Paragraph, Developer will use its best efforts to provide the Purchaser with those selections, but Developer will not be liable for any substitutions Developer may make. If the Building is completed or partially completed, Purchaser accepts all selections which have previously been made by developer.

7.  

TAXES OR IMPACT FEES. If a tax or impact fee is passed after the effective date hereof by the state or local government that adds to the cost of construction, the amount of tax or impact fee increase will be added to the purchase price. In no event shall the Purchaser be required to pay more than one percent (1%) of the purchase price for any such tax or impact fee increase.

8.  

CLOSING. If the Building described herein is purchased prior to or during construction, closing of purchase will be consummated no later than fifteen (15) days after a Certificate of Occupancy has been issued for the shell building being purchased. If, and only if, a Certificate of Occupancy has been issued for the shell building, closing will be on a date to be agreed upon by the parties and attached hereto as a signed Addendum to this Contract. If Purchaser fails to close on time pursuant to the requirements of this paragraph, this Agreement will be voidable at the option of Seller, and all monies previously paid by Purchaser will be forfeited as outlined in Paragraph 15. The Closing shall be effected in the following manner:

a.  

The Closing will be at the offices of Title Florida, Inc. or at such other location as Seller may designate at a later date;

b.  

The balance of the purchase price will be paid in cash or cashier's check drawn on a Collier County Bank. The closing date shall be set by Seller within the above mentioned time period in a notice to close sent at least fifteen 915) days prior to the closing date.

c.  

Real estate taxes and condominium assessments will be prorated to the date set forth above for closing, or to such earlier date on which the closing occurs.

d.  

 If Purchaser delays the closing for any reason, including delays caused by Purchaser's Lender, Purchaser shall pay interest on the balance due at the rate of eighteen percent (18%) per annum for the period of such delay.

e.  

The following expenses will be paid by Seller:

1)  

Premium for owner's title insurance policy.

2)  

Cost of recording the Warranty Deed.

3)  

Pro rata share of real estate taxes for the year in which the transaction is closed.

f.  

The following expenses will be paid by Purchaser:

1)  

A sum equal to the pro rata portion of the quarterly assessment for common expenses for the remainder of the quarter of closing.

2)  

The sum of $500.00 per Condominium Parcel as defined in the Declaration of Condominium as a contribution to its working capital.

3)  

All mortgage or financing closing costs if the Purchaser finances the purchase of the unit, including mortgagee title insurance.

4)  

Any attorney's fees that Purchaser may incur in connection with the purchase.

5)  

Any additional premium due for title insurance, should Purchaser desire to insure the upgrades and extras.

6)  

Any applicable impact fees, permitting fees or similar charges imposed or levied by State, County, utility or other authorities after the date of the contract which are over and above the fees levied prior to this date.

7)  

Any fees charged by Title Florida, Inc for acting as closing agent for any lending institution of Buyer not to exceed $250.

8)  

A sum equal to the pro rata share of real estate taxes for the year in which the transaction is closed.

9)  

Cost of documentary stamps required for recording deed.

9.  

TITLE. The Seller will furnish, without cost to the Buyer, at least five (5) days prior to closing of title to the Building, an owner's title insurance commitment, insuring the base purchase price (not inuring upgrades and extras) referenced herein in Paragraph 2, subject to the exceptions hereinafter set forth:

a.  

Taxes, pending municipal liens and easements existing and to be created for ingress and egress to the property, and for utilities, parking and other purposes;

b.  

Conditions, restrictions, limitations and easements or record common to the condominium;

c.  

The condominium Documents (the Declaration of Condominium and all Exhibits attached thereto and made a part thereof;

d.  

Mortgage (if any) executed by Purchaser in favor of Seller and/or a mortgage lender in connection with the purchase of the Condominium; and

e.  

Standard title exceptions contained in an American Land Title Association approved form of Owner's Policy of Title Insurance.

10.  

PURCHASER'S OBLIGATION FOR CONDOMINIUM ASSESSMENTS. This Agreement contemplates the sale of fee simple title in the subject unit, together with an undivided interest in the common elements appurtenant thereto (it being acknowledged that Purchaser's unit's share of common elements and the particulars of Purchaser's interest in the same are to be determined solely be reference to the Declaration of Condominium and the Exhibits attached thereto, and the Purchaser will be responsible to the Association governing the affairs of the Condominium for payment of assessments for common expenses such as, but not limited to, management and administration; premiums for casualty, liability and workmen's compensation insurance; maintenance and repairs of the common elements.

11.  

 INSPECTION OF UNIT. Purchaser will be given one reasonable opportunity to examine the subject unit prior to closing and at that time, will sign an inspection statement ("punch list") listing any defects in workmanship or materials which are discovered. Seller will be responsible to repair these defects in workmanship or materials (keeping in mind the construction standards prevalent in Collier County, Florida, for similar property) at Seller's cost, within a reasonable period of time after closing, but Seller's obligation to make said repairs will not be a grounds for deferring the closing, nor for imposing any conditions on closing. No "escrows" or holdbacks of closing funds will be permitted.

12.  

LIMITED WARRANTY. To the fullest extent lawful, all implied warranties of fitness for a particular purpose, merchantability and habitability, and all warranties imposed by statute (except only those imposed by the Florida Condominium Act to the extent they cannot be disclaimed) are specifically disclaimed.

13.  

CHANGES BY SELLER. The Seller reserves the right to make architectural, structural or design modifications or changes in the unit and/or improvements constituting the common elements as Seller deems necessary or desirable, or in the materials, appliances and equipment, if any, contained therein, and the Purchaser agrees to close title notwithstanding any such modifications, changes or substitutions; provided that not such modification or change shall materially alter the dimensions, size or the value of the unit, and any substituted materials, equipment or appliances shall be equivalent or better quality, and no change, modification or substitution shall result in the purchase of the Building being increased without Purchaser's consent.

14.  

 COMPLETION OF CONSTRUCTION. Seller represents that construction of the building is complete.

15.  

 AGREEMENT NOT TO BE RECORDED. This Agreement shall not be recorded in the Public Records, and execution or recording hereof shall not create any lien or lien right in favor of the Purchaser, the Purchaser hereby expressly waiving and relinquishing any  such lien or lien rights. Any recording of same by Purchaser shall be considered a default under this Agreement. Notwithstanding the foregoing, Purchaser may record a memorandum of this agreement evidencing its right to purchase the property. If and only if Purchaser simultaneously provides Escrow Agent with an executed termination of said memorandum in recordable form and an executed quit claim deed in favor of Seller, in a form reasonably acceptable to Seller, with irrevocable written instructions to record the same upon Escrow Agent's receipt of written notification from Seller of Purchaser's default hereunder, provided, escrow agent first contacts Purchaser and allows Purchaser 30 days to dispute the breach and in the event of such dispute said documents shall not be recorded.

16.  

PURCHASER'S DEFAULT. Should Purchaser fail to make any of the payments hereinabove scheduled, or fail or refuse to execute the instruments required to close this transaction (including failure to promptly execute and file all mortgage loan application documents, and all mortgage loan and real estate closing documents and to comply with the requirements of the mortgage lender, including providing any and all information as requested) or refuse to pay any costs or sums required by this Agreement, or otherwise default hereunder, and shall fail to correct such default within two business (2) days after Seller has given Purchaser a written notice of such default, then Seller may declare this Agreement terminated and retain all monies paid by Purchaser as liquidated and agreed upon damages which Seller shall have sustained and suffered as a result of Purchaser's default, and thereupon the parties hereto will be released and relieved from all obligations hereunder. Purchaser does hereby direct and instruct the escrow agent referred to in paragraph 3 above, to release all of Purchaser's deposits, including any and all accrued interest, to Seller in the event of Purchaser' s default hereunder.

17.  

SELLER'S DEFAULT. In the event of Seller's default or breach of any of the terms and provisions hereof, Purchaser may, at its option (a) terminate this contract and, in such event Purchaser shall be entitled to the return of the Purchaser's deposits made hereunder, with interest; (b) seek to enforce this contract by a suit for specific performance; or (c) maintain an action against Seller for damages for third party costs incurred by Purchaser in reliance upon this Agreement. In the event of any litigation as to the parties' rights under this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the other party.

18.  

MULTIPLE PURCHASERS. If two or more persons are named as Purchaser herein, any one of them is authorized to act as agent for, with the right to bind, the other(s) in all matters and of every kind and nature with respect to this Agreement. If the Purchaser is married, and the Purchaser's spouse is not named as a Purchaser herein, Purchaser shall be responsible and liable for such spouse executing the mortgage and other closing documents as required by lender and Seller. Failure of said spouse to do so shall constitute a default hereunder by Purchaser.

19.  

NOTICES Notices to either party shall be deemed as properly given when mailed by certified mail, return receipt requested, with sufficient postage stamps affixed, within the continental United States, and by registered mail, telegram or telex without the continental United States, said notices to be addressed as follows:

For the Seller:

Title Florida, Inc.

3845 Beck Blvd, #803

Naples, FL. 34114

 

For the Purchaser:

At the address on Page 1

 

20.  

ACCESS TO UNIT. Purchaser shall not have access or entry to the Building nor shall Purchaser store any of his possessions in or about the Building or the Condominium Property, prior to the closing of this transaction. Purchaser shall not interfere with workmen during working hours, nor trespass upon the job site, and all matters pertaining to the constmction of the unit shall be presented by the Purchaser directly to the Seller's representative.

21.  

DEVELOPER'S USE OF THE PROPERTY. If there are unsold Buildings owned by the Seller at time of closing, Seller, as the owner of such unsold Buildings, and at no cost to Seller, shall have the right to use the condominium property and improvements thereon for the promotion of sales of Buildings owned or to be constructed by the Seller, its successors or assigns, including, but not limited to the maintenance of sales office, maintenance of models, showing of the property and the display of signs. Seller may rent Buildings owned by Seller to tenants selected by Seller, and Seller may subsequently sell such Buildings to Purchasers acceptable to Seller.

22.  

MERGER. It is agreed by the parties hereto that all prior understandings and agreements are superseded by and are merged into this agreement. Except as otherwise required by law, no representations, claims, statements, inducements, advertising, promotional activities, maps or otherwise, made by Seller or Seller's agents, representatives or    employees, shall in any way be binding on Seller, and same shall be of no force and  effect unless expressly set forth in this Agreement. The provisions of this paragraph shall survive the closing. Upon closing, acceptance of a Warranty Deed by Purchaser shall be deemed acknowledgment of full performance and discharge of every agreement, obligation and representation made by the Seller, in accordance with the terms and provisions hereof, and no agreement or representation shall survive the delivery and acceptance of said Deed except as may be set forth in writing herein.

23.  

MISCELLANEOUS.

a.  

 It is hereby acknowledge by the parties that time is of the essence in connection with this entire transaction.

b.  

Purchaser warrants and represents that no real estate broker and/or salesman is involved in this purchase and sale, other than Pristine Realty , and agrees to indemnify and same harmless the Seller against all claims of other real estate brokers and/or salesmen due to acts of the Purchaser or Purchaser's representatives.

c.  

All pronouns and variations thereof shall be construed so as to refer to the masculine, feminine, neuter, singular or plural form thereof as the identity of the person or persons as the situation may require.

d.  

This contract shall not be assignable by the Purchaser without the express written consent of Seller.

e.  

This contract shall not be considered approved and accepted by Seller unless executed by Larry Gode.

f.  

Purchaser acknowledges that this Agreement has been negotiated in the English language.

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 buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

24.  

EXECUTION BY FACSIMILE. This Agreement may be signed and accepted by facsimile signature and such Agreement shall be binding upon the parties.

Witness #1 Signature

BY:___________________

as its__________________

Witness #l Printed Name

Date:__________________

Witness #2 Signature

PURCHASER

Witness #2 Printed Name

Date:___________________

GRAND CYPRESS COMMUNITIES, INC.,

A Florida corporation

 

Witness #I Signature

By: Larry Gode, as its President

Witness #I Printed Name

Date:______________________

Witness #2 Signature

 ____________________________

Witness #2 Printed Name

Date:______________________