TERMS & CONDITIONS
1. Facilities and Services provided under this Agreement. 500 Clearlake Executive Suites, Inc. (“CLEARLAKE” or “Landlord”) will provide the Client with the services and/or the accommodations identified on Exhibit “A” (the “Accommodations”). CLEARLAKE staff will be available during the normal business hours of 9:00 a.m. to 5:00 p.m., Monday through Friday (excluding federal holidays and holidays recognized by 500 Clearlake Executive Suites (i.e. day after Thanksgiving)) to provide receptionist services to greet visitors and to provide services identified on Exhibit “A” hereto. The Standard Facility Fee does not include the following services and facilities which are made available only upon contracting for and following
Landlord’s receipt of payment of an additional service charge and which shall be provided by CLEARLAKE in its sole and absolute discretion either directly or through third parties: secretarial/administrative services, photocopying, written messaging, courier services, facsimile, non-reserved and reserved parking, travel arrangements and other concierge services, office supplies, translations, conference rooms, food and beverage services, mail handling, internet access, additional telecommunications equipment or services, videoconferencing* (*subject to availability), notary services and IT services. Client agrees that CLEARLAKE shall not be liable to Client in any manner for any loss incurred by Client as a result of Clearlake’s inability and/or failure to provide any service or to provide the Accommodations to be provided by Clearlake pursuant to this Agreement and Client
hereby releases CLEARLAKE for any and all liability and damages incurred by Client arising from or related thereto, including but not limited to, loss of business damages. The Standard Facility Fee is subject to adjustment as provided herein.
2. Duration and Termination of this Agreement. (a) This Agreement shall be in effect from and including the Commencement Date through the close of business on the Termination Date specified in Section 3 of Page 1 of this Agreement, unless terminated earlier as provided herein. The term of this Agreement will perpetually and automatically extend for additional periods equal to the original term of this Agreement unless either party provides written notice of termination not less than two months prior to the Termination Date (or the Termination Date of any extension hereunder). (b) Notwithstanding the provisions of clause 2(a) herein: (i) CLEARLAKE may terminate this Agreement with cause, at any time, by giving ten (10) days prior written notice to Client; (ii) CLEARLAKE may terminate this Agreement at any time and with or without notice, and notwithstanding any other remedies available, if CLEARLAKE determines in its sole and absolute discretion that Client is insolvent or that circumstances exist that could affect the solvency of Client, or if Client fails to perform or comply with any agreement, covenant or provision herein; (iii) CLEARLAKE may terminate this Agreement, with or without notice, upon the occurrence of any casualty or condemnation affecting the Accommodation or the Business Center; (iv) this Agreement will automatically terminate, without requirement of notice, if Client applies for or consents to (or without Client’s application or consent a proceeding is initiated seeking) the appointment of a receiver, trustee, custodian or liquidator for Client or all or any substantial part of its assets, or if Client files a voluntary petition in bankruptcy or seeking reorganization or arrangement with creditors, or if Client generally fails or is unable to pay its debts as they become due; (v) this Agreement will automatically terminate with a no less than sixty (60) day notice in the event of termination of the lease between CLEARLAKE and the owner of the building (“Building”) in which the Business Center is located (“Building Lease”). (c) Notwithstanding any termination of the Agreement under this clause 2, Client shall remain liable for all obligations accrued under this Agreement. In addition, in the case of any termination under clause 2(b)(ii) of this Agreement, Client shall pay CLEARLAKE as liquidated damages an amount equal to the greater of: (i) three months of Client’s Standard Facility Fee, or, (ii) Client’s Monthly Standard Facility Fee, together with all damages CLEARLAKE may incur in connection with such termination, including, without limitation, the cost of terminating and releasing the Client’s Services hereunder and attorneys’ fees and expenses. Client shall have no right to indemnification or any damages from CLEARLAKE whatsoever in connection with any termination under this or any other provision of this Agreement.
3. Payment of the Client’s Standard Facility Fee and Service Charges. (a) Client’s Standard Facility Fee: The Standard Facility Fee set forth in Section 3 of Page 1 of this Agreement plus tax (“Service Fee”) shall be paid by Client in advance without offset or deduction on the first business day of each month. (b) Service charges: All Service Charges plus applicable taxes for services and facilities utilized by Client will be invoiced the month following Client’s incursion of the subject expenses and shall be paid by Client together with Client’s Standard Facility Fee on the first business day of the first month following Client’s being invoiced for the Service Charges. (c) Deposit: Prior to being provided the services provided for in this Agreement, Client shall pay the Deposit and the first month of Client’s Standard Facility Fee specified in Section 3 of Page 1 of this Agreement. The Landlord is hereby authorized and may in their sole and absolute discretion apply the Deposit against any monetary obligation due from Client pursuant to this Agreement, including any damage to the Suite(s) and/or Accommodations and furnishings therein occasioned by Client, their employees or any of Client’s invitees. This Deposit will be returned to Client within 60 days of the termination of this Service Agreement Client. CLEARLAKE reserves the right to increase the amount of the Deposit should Client’s outstanding Standard Facility Fee and service charges exceed the deposit amount held or if the Client fails to pay invoices in a timely manner. Client shall immediately replenish any portion of the deposit applied or retained by CLEARLAKE to pay outstanding and unpaid obligations on account of any default by the Client hereunder. (d) Penalties upon late payment: Client shall pay the Standard Facility Fee and all service charges, plus tax thereon, by the close of the first business day of each month. Any amounts due and owing after the respective due date will be subject to a late fee charge of ten percent (10%) of outstanding
amount. (e) Payment of invoices in dispute: In the event that Client disputes any portion of an invoice issued by CLEARLAKE, Client shall immediately pay all invoiced amounts that are not in dispute. If the parties do not reach an agreement regarding the disputed amount within five (5) business days, CLEARLAKE may terminate this Agreement and Client shall immediately cease utilizing the Accommodations within five (5) business days of being provided written notice of termination. (f) If payment is not timely made (less any disputed amounts), CLEARLAKE has the sole and absolute right to refuse to permit Client to have access to the Business Center, preclude Client’s access/use of the Accommodations and to cease and/or disconnect any telecommunications and/or internet connections as well as terminate any and all services to be provided by CLEARLAKE pursuant to this Services Agreement (including distribution of mail) until all amounts due and owing are paid in full by Client and Client hereby releases CLEARLAKE from any and all damages which may arise therefrom, including but not limited to loss of business damages arising therefrom. Mail sent to the Client at CLEARLAKE’s address during a period in which Client is in default of this Agreement or after the termination of this Agreement will be returned to sender with no responsibility on the part of CLEARLAKE to compile, hold or forward mail to Client.
4. Client’s Rights and Responsibilities. (a) Client shall be entitled to carry on its lawful business coupled with Client’s reasonable and permitted use of the Accommodations in accordance with the scope of services identified in Exhibit “A.” Client shall not use, or permit the use of, the business Center or the Accommodations for any unlawful purpose or in any unlawful or unsafe manner, or in any manner that would constitute a nuisance or a violation of the Master Lease, or in any manner appearance of the Business Center or the Building or with the use by other clients of the Business Center or tenants of the Building. Client shall at all times comply with all laws, ordinances, guidelines, codes, rules, regulations, and requirements (whether federal, state or local) applicable to the Business Center or the Building. Client will: (i) at all times maintain insurance for its own property that it brings into the Business Center, and insurance for its liabilities to employees and third parties (including, without limitation, comprehensive general liability insurance of no less than $500,000.00 which shall name 500 CLEARLAKE EXECUTIVE SUITES, INC. and CLEAR E, LLC, and CLEAR T, LLC as additional insured; and (ii) shall indemnify, hold harmless and defend 500 CLEARLAKE EXECUTIVE SUITES, INC., CLEAR E, LLC, and CLEAR T, LLC., and their agents and employees in respect to all liabilities, lawsuits, claims, damages, losses and expenses either may incur or which may be brought against either as a result of any action or inaction on behalf of Client or Client’s employees and/or Client’s invitees in connection with this Agreement, including all costs (including legal fees) incurred in enforcing this provision of this Agreement. (b) During the term of this Agreement and subject to timely payment of Client’s fees due hereunder, the Client shall be entitled to utilize the address of the Business Center as its business address. Mail sent to the Client at CLEARLAKE’s address during a period in which Client is in default of this Agreement or after the termination of this Agreement will be returned to sender with no responsibility on the part of CLEARLAKE to compile, hold or forward mail to Client. (c) The Client may only conduct business from the Accommodations under the name specified in this Agreement or any other name previously approved in writing by CLEARLAKE. (d) Any keys and entry cards provided to Client shall remain the property of CLEARLAKE and shall not be duplicated or transferred to third parties without the express written permission of CLEARLAKE. The loss of keys must be reported to CLEARLAKE immediately. The cost of replacement of lost keys or cards as well as the cost of changing locks will be borne by Client. In the event of non-regular business hour use by Client, Client shall be responsible for locking all doors used and for any damage caused to the Accommodations or to the Business Center. Client may be responsible for air conditioning expenses for services provided at Client’s request during non-business hours. (e) Client may not alter the Accommodations in any way or install any furniture, equipment or telecommunication connections without the prior written consent of CLEARLAKE, which consent CLEARLAKE may grant or withhold in its sole and absolute discretion. (f) Client and its agents or employees are prohibited either directly or indirectly, from offering or procuring the offer of any employment to, or hire any of CLEARLAKE’s employees either directly or indirectly on behalf of itself or third parties without the express, written consent of CLEARLAKE. This restriction shall apply throughout the term of this Agreement and for a period of six months following the termination of this Agreement. If Client or any of its agents or employees contravenes this provision, Client shall pay CLEARLAKE compensation in an amount equal to the total annual remuneration of the employee(s) in question as liquidated damages. (g) Client may not sublease or allow any third party to utilize in any manner any portion of its Accommodations without the express, written consent of Landlord.
5. Additional provisions. (a) The parties agree that the nature of this Agreement is a Service Agreement, and that the accommodations within the business center remain the property of CLEARLAKE and in the possession and control of CLEARLAKE. This Agreement creates no tenancy interest, leasehold estate or other real property interest in Client’s favor with respect to the Accommodations. This Agreement is personal to Client and may not be assigned by Client. Client expressly waives any and all rights to any cause of action against CLEARLAKE, CLEAR E, LLC and/or CLEAR T, LLC arising out of or related thereto, including indemnification. (c) All amounts owed under this Agreement shall be payable in United States Dollars. (d) If two or more persons have signed this Agreement as Client, their obligations shall be joint and several. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, and Client and Clearlake hereby acknowledge and agree that the sole and exclusive venue and forum for any case or controversy arising either directly or indirectly under or in connection with this Agreement shall be in Palm Beach County, Florida. (f) The financial terms of this agreement are strictly confidential and Client agrees not to divulge this information to any other client or potential client of CLEARLAKE. (g) Client represents and warrants that no agents or brokers are or were involved with respect to this Agreement. (g) Landlord’s Remedies: Landlord may resort to any legal remedies as determined in Landlord’s sole discretion. No such action or inaction shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided to Landlord. The failure of Landlord to exercise any right, remedy or option provided in this Lease or under applicable shall not be deemed a waiver of any such right, remedy or option or of any covenant or obligation. No acceptance by Landlord of any payment after the occurrence of any default under this Lease shall be deemed to waive or cure any default unless such default is paid in full or Client’s liability to pay such obligation has been waived in writing by Landlord. No waiver by Landlord shall be effective unless it is in writing and then only to the extent specifically stated. Landlord shall be entitled to recover all reasonable costs, attorney’s fees and expenses incurred by Landlord in exercising its rights and remedies under this Agreement and applicable law following Client’s failure to pay rent on a timely basis, causing damage to the Accommodations, timely vacate the Client’s Suite, failure to leave Suite(s) in good condition and/or failure to cease utilizing the Accommodations following termination of lease which shall be paid by Client immediately upon notice from Landlord, including those fees and costs incurred pre-suit. (h) Injunctive Relief: It is hereby understood and agreed that damages are an inadequate remedy in the event that Tenant continues to utilize 500 South Australian Avenue, Suite 600, West Palm Beach, Florida 33401 or its Suite number or any reasonably similar derivation thereof as its address following Client’s Default or Landlord’s termination of this Lease Agreement and that such will cause Landlord irreparable harm and damage. Accordingly, the parties agree that in such event that Landlord shall be entitled to injunctive and other equitable relief precluding Tenant and its principals from the continued use of 500 South Australian Avenue, Suite 600, West Palm Beach, Florida 33401 or its Suite number or any reasonably similar derivation thereof as its address and shall be entitled to the entry of an injunction/order against Tenant and its principals prohibiting same and shall be entitled to recover all reasonable costs, attorney’s fees and expenses incurred by Landlord in exercising its rights and remedies related to the Injunctive Relief afforded under this provision. The parties hereby agree that $300.00 per hour is reasonable fee for attorney’s services related to Landlord’s acquisition of any injunction pursuant to this paragraph and agree that the Court can enter an order awarding attorney’s fees and costs upon the presentation of an affidavit of reasonableness of such attorney’s fees and costs. 6. Notices. All notices, consents, approvals and requests required or permitted hereunder (a “Notice”) shall be given in writing and shall be effective for all purposes if either hand delivered with receipt acknowledged, or by a nationally recognized overnight delivery service (such as Federal Express), or by certified or registered United States mail, return receipt requested, postage prepaid, or via email, in each case addressed as follows (or to such other address or Person as a party shall designate from time to time by Notice to the other party):
If to Landlord: 500 Clearlake Executive Suites, Inc., 500 Australian Ave. Suite 600, West Palm Beach Florida 33401,
Attention: Manager (Email: marcie@cleswpb.com);
If to Tenant (must be delivered to an address other than 500 Clearlake Executive Suites)
_____________________________________ a courtesy, non-binding copy to: _______________Attention: (Email:
____________________________________
A Notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of delivery; (b) in the case of
registered or certified mail, when delivered or the first attempted delivery on a Business Day; (c) in the case of overnight
delivery, upon the first attempted delivery on a Business Day; or (d) in the case of email transmission, when sent and
delivery electronically confirmed.
