EXHIBIT 10.3
THIRD AMENDMENT TO LEASE AGREEMENT
This Third Amendment to Lease Agreement is made and entered into this
27 of March, 2003, by and between Sheridan Executive Centre, Ltd., a Florida
Limited Partnership (hereinafter referred to as "LESSOR") and PanAmerican Bank,
A Florida Corporation formerly known as Southern Security Bank (hereinafter
referred to as "LESSEE").
The terms of the Amendment shall supersede any terms in the Lease
Agreement with Addendum dated October 20, 1986 by and between Florida First
International Bank (as Tenant) and Sheridan Executive Centre (as Landlord),
amended by Modification of Lease Agreement dated December 22, 1987 and Amendment
to Lease Agreement dated June 16, 1997, collectively referred to as "Lease
Agreement", covering the Premises located within the office building known as
Sheridan Executive Centre at 0000 Xxxxxxxx Xxxxxx in Hollywood, Broward County,
Florida.
To the extent that any provision within this Amendment conflicts with
or modifies the terms and conditions of a referenced paragraph within the above
referenced Lease Agreement, the terms and conditions contained within this
Amendment shall control to the extent of the conflict or modification. The
balance of the paragraph within the Lease Agreement shall remain in full force
and effect.
MODIFICATION OF LEASE PARAGRAPH 1(b), ADDENDUM PARAGRAPH 3 AND AMENDMENT
PARAGRAPH 1
No later than April 1, 2003, LESSEE shall relinquish possession of the
portion of the Demised Premises known as Suite 301A on the third floor,
consisting of approximately 412.09 square feet ("Relinquished Space"). LESSEE
shall continue to pay rent for the Relinquished Space through December 31, 2003.
Thereafter, the Lease shall be amended so that the Demised Premises shall
consist of Suite 104 on the first floor along with the drive-in tellers, which
is stipulated for all purposes to have a floor area of 4,800 square feet.
MODIFICATION OF AMENDMENT PARAGRAPH 6
The Lease Agreement requires that the cost of future improvements to
suites 301-307 will be shared equally between the LESSEE and LESSOR until
December 31, 2003. Construction drawings have been prepared for the interior
alteration of Suite 301, a copy of which is attached hereto as Exhibit "A". The
construction drawings will be given to three (3) independent general contractors
for pricing. Within ten (10) days of the execution of a contract for the
improvement of Suite 301, LESSEE shall pay to LESSOR as additional Rent an
amount equal to fifty percent (50%) of the contract amount along with 50% of the
architectural fees and other costs relating to the interior alteration of Suite
301.
Except as herein specifically provided, all other terms and provisions
of the Lease Agreement shall remain in full force and effect and are hereby
ratified and affirmed by the parties hereto.
Page 1 of 3
THIRD AMENDMENT TO LEASE AGREEMENT
IN WITNESS WHEREOF, both LESSOR and LESSEE have caused these present to
be executed this Amendment in multiple counterparts as of this 27 day of March
2003.
Witnesses:
LESSOR:
Sheridan Executive Centre, Ltd., A Florida
Limited Partnership
By: Its General Partner: Sheridan Executive
Centre, LLC,
A Florida Limited Liability Company,
By: Its Managing Member: Xxxxxx Real Estate
Corp.
A Florida Corporation
/s/ [ILLEGIBLE]
---------------------------
As To LESSOR
/s/ [ILLEGIBLE] /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------- ------------------------------------------------
As To LESSOR By: Xxxxxx X. Xxxxxx, President &
Xxxxxx X. Xxxxxx, Vice President
/s/ [ILLEGIBLE] LESSEE:
--------------------------- Panamerican Bank, A Florida Corporation
As To LESSEE
/s/ [ILLEGIBLE] /s/ Xxxxxxx Xxxxxx
--------------------------- ------------------------------------------------
As To LESSEE By: Xxxxxxx Xxxxxx, Chief Executive Officer
Page 2 of 3
Third Amendment to Lease Agreement
Exhibit "A"
[FLOOR PLAN]
Page 3 of 3
AMENDMENT TO LEASE AGREEMENT
This Amendment to Lease Agreement is made and entered into this 16th day of
June, 1997 By and between SOUTHERN SECURITY BANK OF HOLLYWOOD, INC., A Florida
Corporation, the "LESSEE"; and SHERIDAN EXECUTIVE CENTRE, A Florida general
partnership, the "LESSOR."
The terms of this Amendment shall supersede any terms in the Lease Agreement
with Addendum dated October 20, 1986 by and between Florida First International
Bank (as Lessee) and Sheridan Executive Centre (as Lessor), amended by
Modification of Lease Agreement, dated December 22, 1987, collectively referred
to as "Lease Agreement," covering the premises located within the office
building known as Sheridan Executive Centre at 0000 Xxxxxxxx Xxxxxx in
Hollywood, Broward County, Florida.
To the extent that any provision within this Amendment conflicts with or
modifies the terms and conditions of a referenced paragraph with the above
referenced Lease Agreement, the terms and conditions contained within this
Amendment shall control to the extent of the conflict or modification. The
balance of the paragraph within the Lease Agreement shall remain in full force
and effect.
1. MODIFICATION OF LEASE PARAGRAPH 1(b) AND ADDENDUM PARAGRAPH 3
The Demised Premises are stipulated for all purposes to have a floor area of
approximately 5,212.09 rentable square feet plus the drive in area as shown in
Exhibit "A." The Demised Premises shall consist of approximately 4,800 rentable
square on the ground floor in Suite 104, plus approximately 412.09 rentable
square feet within a portion of Suite 30l on the third floor (conference room).
Ingress and Egress to the Demised Premises on the third floor shall only be
through the exterior glass door.
The Lessee acknowledges and agrees with the method of calculation used in
determining the Demised Premises and further agrees that the square footage
amount specified in this Amendment and the rents which have been specified
based upon such square footage, have been agreed to with finality. This
acknowledgement and agreement by the Lessee is a material inducement for the
Lessor to enter into this Amendment.
2. MODIFICATION TO LEASE PARAGRAPH 3
By execution of this Amendment, both parties agree that the lease option is
hereby exercised by the Lessee and the lease term is therefore extended until
December 3l, 2013,
3. MODIFICATION TO LEASE PARAGRAPH 1(c) AND ADDENDUM PARAGRAPH 3
From the date of execution and delivery of this Amendment by all parties through
December 3l, 1997, the monthly rent shall be:
Suite 104 Monthly Base Rent $ 9,732.02
4,800 S.F. Estimated Operating Expenses $ l816.00
Six (6%) Florida Sales Tax $ 692.88
--------------------------- ----------
$12,240.90
Suite 301A Monthly Base Rent $ 581.73
412.09 S.F. Estimated Operating Expenses $ 208.45
Six (6%) Florida Sales Tax $ 47.39
--------------------------- ----------
$ 837.27
Total Monthly Rent $13,078.17
==========
In addition to the rent specified above, the Lessee shall pay additional rent as
specified in paragraph 5 of this Amendment.
Page 1 of 3
4. MODIFICATION TO LEASE PARAGRAPH 12 AND ADDENDUM PARAGRAPH 10
The Lessee expressly agrees that the Lessor has the option to allow any other
tenant to place signage on the West end on the third floor fascia (front of
building) facing South. The Lessee further agrees to remove the third floor
signage on the East side of the building within sixty (60) days upon receiving
written request of the Lessor. The tenant whose signage will replace the
Lessee's east side will compensate the Lessee for the full unamortized book
value of the sign, which as of this date is $ 25,871.72. [ILLEGIBLE] In
consideration, the [ILLEGIBLE] Lessor will permit the Lessee to place their name
on the Xxxxxxxx street [ILLEGIBLE] directory, subject to approval by Lessor. The
signs will face both the East and West.
5. ADDITIONAL RENT FOR RELINQUISHED SPACE
From the execution of this Amendment until December 31, 2003, the Lessee will
pay on a monthly basis as additional rent an amount equal to 50% of the
shortfall between the Lessee's obligation under the Lease Agreement associated
with suites 301-307 prior to the execution of this Amendment and the actual
rents collected by Lessor for suites 301-307.
The following chart represents (for illustrative purposes only) the minimum and
maximum monthly base rent the Lessor Would have received Under the Lease
Agreement prior to the execution of this Amendment associated with suites
30l-307. These numbers do not include operating expenses. The shortfall due to
Lessor from Lessee will include base rent, operating expenses allocated to
Suites 301-307 and applicable sales tax from the execution of this Amendment
until December 31, 2003.
Minimum(1) Maximum(2)
Monthly Monthly
Base Rent Base Rent
--------- ----------
July 1, 1997 - December 31, 1997 $7,577.04 $ 7,577.04
January 1, 1998 - December 3l, 1998 $7,804.35 $ 8,334.74
January 1, 1999 - December 31, 1999 $8,038.48 $ 9,168.22
January 1, 2000 - December 31, 2000 $8,279.64 $10,085.04
January 1, 2001 - December 31, 2001 $8,528.03 $11,093.54
January 1, 2002 - December 31, 2002 $8,783.87 $12,202.90
January 1, 2003 - December 31, 2003 $9,047.38 $13,423.19
(1) Assuming minimum increase of three (3%) percent pet year
(2) Assuming maximum increase of ten (10%) percent pet year
For example; if rents (inclusive of both base rent and operating
expenses) for Suites 301 through 307 would amount to $10,085.04 for a
particular month and the only rental income collected was $5,085.04,
and the Lessor had to expend $2,000.00 for tenant improvements
associated with a new lease for Suite 304, then the additional rent for
that month Would be invoiced for the amount of 50% Of the "shortfall"
(i.e. $7,000.00 or additional rent of $3,500.00).
6. FUTURE IMPROVMENTS TO RELINQUISHED SPACE
The cost of future improvements to suites 301-307 Will be shared equally between
the Lessee and Lessor until the expiration of the current Lease term in December
of 2003. Future improvements may include, but are not limited to, the
construction of fire Walls, the construction of interior partitions, electrical
modifications, air conditioning modifications, flooring, lighting, leasing
commissions and any other necessary work to procure new tenants. Notwithstanding
the foregoing, the Lessee, at its Sole expense, shall relocate all telephone and
alarm equipment from its current location on the third floor to a new location
within the Lessee's Demised Premises on the first floor. Upon the execution of
this Amendment, all improvements, furniture & furnishings that are in place or
leased to subtenants within suites 301-307 shall become the Sole property of the
Lessor.
Page 2 of 3
7. SHARED AIR CONDITIONING
The Lessee acknowledges and agrees that the air conditioning system to the Suite
30l is the same system is shared by adjacent tenants and that the system is
controlled by only one thermostat which has been set by the Lessor and may be
re-set by the Lessor at its sole discretion from time to time during the term of
this Lease. The Lessee agrees to cooperate with other tenants who share the
system to maximize the comfort levels of all who share the system.
In the event the thermostat is kept under lock and key, the Lessor shall
determine the setting as nearly as possible within the range Of 74 and 78
degrees and the Lessee agrees not to adjust, tamper with, or otherwise handle
the thermostat or any other part of the system, and will indemnify the Lessor
from loss, liability and expense if it does. Any disagreement with regard to the
temperature within a reasonable variation from the above stated range will not
entitle the Lessee to assert any claim of any kind against the Lessor.
Additionally, if Lessee or Lessee's employees smoke, and the amount of smoke
become objectionable to adjacent tenants, the Lessee shall either install an
approved air purifying filter system within thirty (30) days or will smoke only
in areas outside the Demised Premises other than the stairwells, bathrooms, and
other enclosed common areas.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.
Signed, Sealed and Delivered
in the presence Of:
Lessor:
SHERIDAN EXECUTIVE CENTRE,
A Florida General Partnership
By: Its Managing Partners
/s/ [ILLEGIBLE] Paramount Properties, Inc.
------------------- Xxx J, Inc.
Witness
/s/ [ILLEGIBLE] /s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxx
------------------- ------------------------------------------------------
Witness Xxxxxx Xxxxxx Xxxxxx X. Xxxx
President President
Paramount Properties, Inc. Xxx J, Inc.
Lessee:
SOUTHERN SECURITY BANK OF HOLLYWOOD, INC.
/s/ [ILLEGIBLE] A Florida Corporation
-------------------
Witness
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------- ------------------------------------------------------
Witness
Page 3 of 3
SHERIDAN EXECUTIVE CENTRE
FIRST FLOOR PLAN
[FLOOR PLAN]
EXHIBIT "A"
Page 1 of 2
[FLOOR PLAN]
3rd Fl Portion of Demised Premises
412.09 Rentable S.F.
EXHIBIT "A"
Page 2 of 2
ASSIGNMENT AND ASSUMPTION OF LEASE
ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS: That Southern Security Bank of Hollywood, Inc.,
formerly known as Florida First International Bank, as ASSIGNOR, in good
consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration to ASSIGNOR in hand paid by PanAmerican Bank, as ASSIGNEE, does
hereby sell, assign and transfer over unto the ASSIGNEE all of his right, title
and interest in and to that certain Lease dated October 20, 1986, and modified
on December 22, 1987 and on June 16, 1997, as attached herein, by and between,
Sheridan Executive Centre, as LESSOR, and Florida First International Bank, as
LESSEE, (hereinafter referred to as "Lease") for the rental of the following
Demised Premises:
Spaces designated as suite numbers 104 and 301A, as specified on Exhibit 'A',
consisting of approximately 5,212.09 rentable square feet, and the adjacent
drive through area. The Demised Premises are also known as 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx.
It is specifically understood this Assignment shall not relieve the Assignor of
any of its obligations to the LESSOR under said Lease.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this____________day
of_____________,2002.
Signed, Sealed and delivered in the presence of:
ASSIGNOR: Southern Security Bank formerly
known as Florida First International Bank
___________________________
Witness
____________________________________________
By: Xxxxx X. Xxxxxx, Senior Vice President
___________________________
Witness
ASSUMPTION OF LEASE
In good consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration to ASSIGNEE in hand paid by ASSIGNOR, does hereby assume
all of the LESSEE'S obligations, covenants and conditions under said Lease.
ASSIGNEE hereby jointly and severally agrees to keep and perform all of the
terms and conditions and amounts to be paid to the LESSOR thereunder.
At the termination of this Lease, the security deposit to be returned according
to the provisions within said Lease shall be returned to ASSIGNEE, so long as
this Assignment is in full force and effect without defaults.
It is specifically understood that ASSIGNOR will guaranty the performance of any
of obligations to the LESSOR under said Lease.
IN WITNESS WHEREOF, we have hereunto set our hands and seals
this________________day of_____________, 2002.
Signed, Sealed and delivered in the presence of:
ASSIGNEE: PanAmerican Bank
___________________________
Witness
____________________________________________
By: Xxxxxx X. Xxxxxxx, Senior Vice President
___________________________
Witness
CONSENT TO ASSIGNMENT
LESSOR hereby approves and consents to the Assignment of said Lease. The consent
to Assignment of this Lease to ASSIGNEE is on the condition that the ASSIGNEE
has assumed all of the obligations, responsibilities and duties including the
payment of rent required to be paid under said Lease, and further that this
Consent to Assignment does not release ASSIGNOR from being individually and
jointly responsible under the terms and conditions of said Lease.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this
______________day of _____________, 2002.
Signed, Sealed and delivered in the presence of:
LESSOR: Sheridan Executive Centre, Ltd., A
Florida Limited Partnership
___________________________ ___________________________________________
Witness By: Its General Partner Sheridan Executive
Centre, L.C., A Florida Limited Liability
Company
By: Its Managing Member: Xxxxxx Real Estate
Corp. A Florida Corporation Xxxxxx Xxxxxx,
President & Xxxxxx X. Xxxxxx V. President
___________________________
Witness
LEASE AGREEMENT
This LEASE AGREEMENT (this "Lease"), is made and entered into as of 20 day of
October 1986, (by and between Sheridan Executive Centre a Florida General
Partnership ("LANDLORD", or "LESSOR") and Florida First International Bank in
organization) a Florida Banking institution (in organization ("TENANT" or
"LESSEE").
WITNESSETH:
1. DEFINITIONS. LESSOR and LESSEE hereby agree that the words and phrases
set forth below shall, when used in this Lease, have the following meaning:
(a) "Building" shall mean the Building located upon the real property
(the "Property") described in Exhibit "A" attached hereto and incorporated
herein. Reference made to the Property In this Lease shall be deemed to include
the Building unless expressly provided otherwise.
(b) "Premises" or "Demised Premises" shall be as shown on the floor
plan attached to this Lease as Exhibit "B". Exhibit "B" sets forth the general
layout of the Building located on the Property, and shall not be deemed to be a
Warranty, representation, or agreement on the part of the LESSOR that the
Building will be exactly as on said Exhibit. The LESSOR may Increase, reduce, or
change the number, dimensions, or locations of the walks, building or parking
areas. The Demised Premises include a proportionate share of the Common Areas
and Service Areas. The Demised Premises are stipulated for all purposes to have
a floor area of approximately 10,169 square feet plus drive in area. (See
Addendum)
(c) "Base Rental" shall mean the sum per annum determined by
multiplying the total number of "square feet" within the demised premises as
defined in Paragraph 1 (b) above, times $ 13.00 / $ 12.00 per square foot. The
Base Rental will be $ 147,228.00 (including drive in rental) per year.
(e) "Lease Term" shall mean the Short Lease Term and the Full
Lease Term. During the lease term, each lease year shall end on December 31.
(1.) "Short Lease Term" shall mean a term commencing on the
Commencement Date and continuing until midnight of the December 31st next
following, except that if the Commencement Date occurs on a December 31st the
Short Lease Term will end at midnight of the Commencement Date.
(2.) " Full Lease Term" shall be the period from January 1,
1988 through December 31, 2003.
(f) "Common Areas" shall mean those areas devoted to corridors,
elevator foyers, lobby, and elevator cabs, restrooms, mechanical rooms,
janitorial closets, electrical and telephone closets, vending areas, and other
similar facilities provided for the common use or benefit of LESSEES generally
and/or the public.
(g) "Service Areas" shall mean those areas within the exterior walls of
the Building used for elevator mechanical rooms, building stairs, fire towers,
elevator shafts, clues, vents, stacks, pipe shafts, and vertical ducts (but
shall not include any such area designated for the exclusive use or benefit of
the LESSEE).
(h) "Exterior Common Area" shall mean those portions of the Property
which are not located within the Building and which are provided and maintained
for the common use and benefit of LESSOR and LESSEES of the Building generally
and the employees, invitees, and licenses of LESSOR and such LESSEES; including,
without limitations, all parking areas, enclosed or otherwise, and all streets,
sidewalks, and landscaped areas.
(i) "Building Standard Improvements" when used herein, shall mean those
Improvements constructed or installed within the Premises which the LESSOR shall
agree so provide according to Exhibit "C" attached hereto and incorporated
herein for all purposes. "Building Grade" shall mean the type, brand and/or
quality of materials, LESSOR designated from time to time to be the minimum
quality to be used in the Building or the exclusive type, grade, or quality of
material to be used in providing the Building Standard improvements.
2. LEASE GRANT. Subject to and upon the terms, provisions and conditions
herein set forth, and each in consideration of the covenants of the other
hereunder, LESSOR bases to LESSEE and LESSEE leases from LESSOR the Premises.
3. LEASE TERM. This Lease shall be in force during a period beginning on
Commencement Date, See Addendum, and continuing until the expiration of the
short lease term and full lease term, and the extended term(s) if any, unless
this lease is sooner terminated or extended to a later date under any other
terms or provisions hereof.
Furthermore, the LESSOR hereby grants upto LESSEE one (1) option to
extend the term of this Lease for ten (10) years, exercisable by signing
LESSOR'S case Renewal Agreement no later than one hundred eighty (180) days
prior to the expiration of the original full lease term. Rental during the
extended term shall be determined by reference to Paragraph 5, hereof just as if
any Lease Year in an extended term period was a Lease Year in original term of
the Lease. Upon the request of the LESSOR, the LESSEE shall execute a written
declaration in recordable form expressing the commencement and termination
dates hereof.
LESSEE agrees accept possession of the Promises when the Building
Standard improvements to the Premises as provided in Exhibit "C" have been
substantially completed. If there are any finishing touches remaining to be done
which will not materially interfere with the conduct of LESSEE's business on the
Premises, LESSEE will nevertheless accept delivery of the Premises and allow
LESSOR to complete such finishing touches.
4. USE. The Premises shall be used and occupied by LESSEE solely for the
purpose of a Bank LESSEE agrees not to use or permit the use of the Premises or
the Building for any purpose which is illegal, or which in LESSOR'S sole
opinion, creates a nuisance.
5. RENTAL.
(a) LESSEE covenants and agrees to pay during the Lease Term and any
extended term, to LESSOR, without any setoff or deduction whatsoever (except as
expressly provided for herein), the Base Rental and all such other sums of money
as shall become due hereunder as additional rent (all of which are sometimes
herein collectively called rent"), for the nonpayment of which LESSOR shall be
entitled to exercise all such rights and remedies as are herein provided in the
case of the nonpayment of Base Rental, the Base Rental payable during each
calendar year or portion thereof during the Lease Term, as increased pursuant to
subparagraph (c) below, shall be due and payable in twelve (12) equal
installments on the first day of each calendar month during the initial form of
this Lease and any extensions or renewals thereof, and LESSEE hereby agrees to
pay such Base Rental and any adjustments thereto to LESSOR at LESSOR'S address
provided herein (or such other address as may be designated by LESSOR in writing
from time to time) LESSEE agrees to pay all such sums in advance, and without
notice or demand. If the Lease term commences on a day other than the first day
of a month or terminates on a day other than the last day of a month, then the
installments of Base Rental and any adjustments thereto for such month or months
shall be prorated based on the number of days in such month.
(b) LESSEE shall pay all sales and use taxes levied or assessed against
all rent payments due under this Lease simultaneously with each payment required
hereunder.
(c) LESSEE shall pay the monthly installments of the Base Rental as
same come due through the end of the Short Lease Term, and thereafter during the
initial Full Lease Term and the extended term, if any.
(d) Time shall be of the essence in respect of the payment of all rent.
(e) To Insure prompt payments of rent to the LESSOR, the LESSEE hereby
agrees that should the LESSEE not pay rental due for a particular month by the
seventh (7th) of that month, the LESSEE shall pay to the LESSOR a $ 100.00 late
fee for that month in which he did not pay rent timely. It is reiterated here
that monthly rental is payable a advance on the first (1st) day of each month
during the term of this lease.
6. PAYMENT OF OPERATING EXPENSES.
(a) In addition to the Base Rental, as the same is adjusted pursuant to
the Addendum, LESSEE shall according to the provisions of this paragraph, pay to
LESSOR as additional rent, LESSEE'S prorata share of the "Operating Expenses"
incurred by LESSOR in connection with the ownership, operation and management of
the Property. The Operating Expenses shall be determined in accordance with
generally accepted accounting principles as applied to the ownership, management
and operation of such property and shall include the total of all expenses and
costs of every kind and nature which LESSOR shall pay or be obligated to pay
because of or in connection with the ownership and operation of the property,
including but not limited to the following:
(1) Wages and salaries and all payroll costs or benefits paid
to or on behalf of LESSOR'S employees engaged in the operation, maintenance and
security of the property.
(2) Costs of all utilities furnished to the property, included
water, sewer and electricity.
(3) All supplies and material used in the operation and
maintenance of the Property.
(4) Cost of any maintenance or service agreements such as
alarm or security service, janitorial service, landscape maintenance, window
cleaning, and elevator or air conditioning service.
(5) Cost of all insurance, including but not limited to, fire,
casualty, liability and rental abatement insurance applicable to the Property
and LESSOR'S personal property used in connection therewith.
(6) Cost of repairs, replacements and general maintenance of
the Property.
(7) All real property taxes and/or personal property taxes (or
payments in lieu of such taxes) over excises, levies, fees, or charges, general
and special, ordinary and extraordinary, unforeseen as well as foreseen, of any
which are assessed, levied, charged, confirmed, or imposed by any public
authority upon the Property. It's operations or the rent provided for in this
Lease. (It is agreed that LESSEE will be responsible for advalorem taxes on it's
personal property and on the value of leasehold improvements to the extent that
same exceeds Building leasehold improvements to the extent that same exceeds
Building Standard Improvements as described in Exhibit "C" of this Lease.
(b) Operating Expenses shall not include: (1) expenses for repairs or
other work occasioned by condemnation or fire or other casualty; (2) leasing
commissions; (3) [ILLEGIBLE] or amortization of mortgages secured by the
Property; (4) any expense fully reimbursed to LESSSOR by LESSEE or any other
LESSEE of the Property, or any expense filled to and paid directly by same for
their own account or on LESSOR'S behalf; and (5) expenses for repairs or
replacement to the extent that same are reimbursed by insurance proceeds.
(c) LESSEE'S share of the Operating Expenses shall be proportionate to
the ratio of the square footage of the demised premises, determined in
accordance with subparagraph 1.(b), to the square footage of the building.
(d) Promptly following the Commencement Date, and thereafter, promptly
following the beginning of each calendar year occurring during the term of this
Lease, or any extension or renewal thereof, LESSOR shall deliver to LESSEE a
statement setting forth LESSOR'S projection of the Operating Expenses for the
then current calendar year and LESSEE'S prorata share thereof based on the
portion of such calendar year during which this Lease is in effect. LESSEE'S
share of the projected Operating Expenses shall be payable in equal monthly
installments, due on the first day of each calendar month for the remaining
months of such calendar year, as additional rent.
(e) Commencing with LESSOR'S statement delivered at the beginning of
the first full calendar year occurring during the term of this Lease, LESSOR
shall also set forth the actual amount of Operating Expenses incurred during the
proceeding calendar year, LESSEE'S prorata share of those actual Operating
Expenses (to the extent that [ILLEGIBLE] Lease was in affect during that
calendar year), and any underpayment or overpayment by LESSEE based on LESSOR'S
monthly payment(s) (if any) of the projected Operating Expenses made during that
proceeding calendar year. In the event of any underpayment by LESSEE, LESSEE
shall pay the full amount of such deficiency to LESSOR within thirty (30) days
of receipt of LESSOR'S statement. Any overpayment by LESSEE shall be deducted
from the monthly installments of LESSEE'S share for the ensuing calendar year,
as the same become due.
(f) Prior to the expiration date of the Lease Term, LESSOR shall
deliver to LESSEE a statement setting forth (i) LESSEE'S share of the actual
Operating Expenses [ILLEGIBLE] during the final Lease Year, up to and including
the date of expiration of the Lease Term, and (ii) any underpayment or
overpayment of same based on LESSEE'S payment of LESSEE'S share of the projected
Operating Expenses made during the final Lease Year. In the event of any such
underpayment, LESSEE shall pay the full amount of [ILLEGIBLE] to LESSOR on or
before the date of the expiration of the Lease Term. If LESSEE has overpaid,
LESSOR shall reimburse LESSEE the full amount of such overpayment not later than
the expiration date of the Lease Term. The respective obligations of the parties
hereto pursuant to this Paragraph 6 shall survive the termination of this Lease.
SEC: 7/86
Page 1
7. SERVICES TO BE FURNISHED BY LESSOR. LESSOR [ILLEGIBLE] to furnish
LESSEE the following services:
(a) Water [ILLEGIBLE] those points of supply provided for [ILLEGIBLE]
use of LESSEE and other LESSEES in the Building: [ILLEGIBLE] not to the Demised
Premises.
(b) Routine maintenance and electric lighting service for all Common
Areas and Service Areas of the Building [ILLEGIBLE] manner and to the extent
[ILLEGIBLE] LESSOR to [ILLEGIBLE] but not to the Demised Premises.
(c) [ILLEGIBLE] service to all Common areas, Mondays through Fridays,
exclusive of normal business holidays; but no service for the Demised Premises.
(d) All Building Standard flourescent bulb and Incandescent bulb
replacement in the Common Areas and Service Areas, but not in the Demised
Premises.
(e) Security in the form of limited access to the Building during other
than Normal Business Hours shall be provided in such form as LESSOR deems
appropriate. LESSOR, however, shall have no liability to LESSEE, its employees,
agents, invitees, or licensees for losses [ILLEGIBLE] or burglary, or for
damages done by unauthorized persons on the Premises and neither shall LESSOR be
required to insure against any such losses. LESSEE shall operate fully in
LESSOR'S efforts to maintain security in the Building and shall follow all
regulations promulgated by LESSOR with respect thereto.
(f) Elevator service to each floor of the Premises, provided that LESSEE
shall be permitted to use such elevators for the purpose of moving bulky
property in and out of [ILLEGIBLE] Building only during other than Normal
Business Hours and only after first obtaining LESSOR'S consent to such use,
request for such cons[ILLEGIBLE] to be submitted not less than (5) days in
advance of each move. (LESSEE shall promptly reimburse LESSOR for all costs
associated with the after-hours operation [ILLEGIBLE] service for moving
[ILLEGIBLE]poses, including without limitation the cost of any operator or
security personnel, and LESSEE shall also promptly reimburse LESSOR'S cost to
repair any damage to the vator cab(s) or the Building resulting from LESSEE'S
moving).
The failure by LESSOR to any extent to furnish the de[ILLEGIBLE]ed
services noted above, in whole or in part, or the interruption or termination of
same, resulting from causes [ILLEGIBLE]ond the reasonable control of LESSOR
shall not render LESSOR liable in any respect not be construed as an eviction
(constructive or otherwise) of LESSEE, nor cause an [ILLEGIBLE]lement of rent,
nor relieve LESSEE from the obligation fulfill any covenant or agreement hereof
Should any of the equipment or machinery used in the provision of such
[ILLEGIBLE]ices cease for any reason to function properly, LESSEE shall have no
claim for offset [ILLEGIBLE] damages on account of an Interruption in service
occasioned [ILLEGIBLE]by or resulting therefrom. Lessor shall take all steps
necessary to promptly reinstate any interruption of the above services.
8. IMPROVEMENTS TO THE PREMISES. LESSOR shall be obligated to construct or
install, at LESSOR'S expense, only those Building Standard Improvements as
provided in [ILLEGIBLE]bit "C". All [ILLEGIBLE]nstallations and
[ILLEGIBLE]mprovements now or hereafter constructed in or placed on the Premises
other than the said Building Standard [ILLEGIBLE]mprovements shall be for
LESSEE'S account and at LESSEE'S sole cost and expense and shall be approved in
advance by LESSOR. LESSEE shall pay all ad valorem taxes assessed separately on
any [ILLEGIBLE]rovements to the Premises and all increased [ILLEGIBLE]nsurance
premiums thereon.
9. MAINTENANCE AND REPAIR OF BUILDING BY LESSOR. LESSOR agrees to keep in
good repair the roof, foundations appurtenances, parking area, and exterior
walls and [ILLEGIBLE]dows of the Building and underground utility and sewer
pipes outside of the exterior walls [ILLEGIBLE] Building. LESSOR shall repair
and maintain all heating, air conditioning. [ILLEGIBLE] electrical,
ventilation, plumbing, and storm drainage equipment in the service areas and the
common areas. Except as otherwise expressly provided herein[ILLEGIBLE] LESSOR
[ILLEGIBLE] not be required to make any repairs in or to the Premises. Lessor
shall keep in good repair all common areas and service areas.
10. CARE OF THE PREMISES BY LESSEE. LESSEE shall, at its expense, keep the
Premises in good repair and tenantable condition during the Lease Term. LESSEE
agrees not commit or allow any waste to be committed on any portion of the
Premises or the Property, and at the termination of this Lease to deliver up the
Premises to LESSOR [ILLEGIBLE] condition as at the date of the Commencement
Date, ordinary wear and tear accepted.
11. REPAIRS AND ALTERATIONS BY LESSEE. LESSEE covenants and agrees with
LESSOR, at LESSEE'S own cost and expense, to repair any damage done to the
Premises [ILLEGIBLE] the Property, or any part thereof, including replacement
of damaged portions or items where such damages are caused by LESSEE or LESSEE'S
agents. Employees, and LESSEE covenants and agrees to make all such repairs as
may be required to restore the Premises, the Building or the Property to as good
[ILLEGIBLE] conditions as it was prior to such damage. All such work or repairs
by LESSEE shall be [ILLEGIBLE] in compliance with all applicable laws;
provided, however, if LESSEE, fails to [ILLEGIBLE] such repairs or replacements
promptly. LESSOR may, at its option, make such repairs or replacements, and
LESSEE shall pay the cost thereof to the LESSOR within ten (10) days of LESSOR'S
demand therefore, as additional rent. LESSEE agrees with LESSOR not to make or
allow to be made any alterations to the Premises. Install any vending machines
on the Premises or place signs on the Premises which are visible from outside
the Premises, without first obtaining prior written consent of LESSOR in each
sub [ILLEGIBLE] which consent may be given on such reasonable conditions as
LESSOR may elect. Any and all alterations or additions to the Premises made by
LESSEE shall [ILLEGIBLE]come the property of the LESSOR upon termination of this
Lease (except for movable equipment or furniture owned by LESSEE), LESSOR may,
nonetheless, require LESSEE to remove any and all fixtures, equipment[ILLEGIBLE]
and other improvements installed on the Premises: In the event that LESSOR so
elects and LESSEE fails to remove LESSOR may remove such improvements at
LESSEE'S cost, and LESSEE shall pay LESSOR on demand the cost of restoring the
Premises to [ILLEGIBLE] repair and ordinary wear and tear accepted.
12. GRAPHICS, SIGNAGE AND [ILLEGIBLE] at LESSEE'S cost, all letters or
numerals on door entering the Premises. All such [ILLEGIBLE] or numerals shall
be in the standard graphics as approved by LESSOR for the Building, and no
others shall be permitted on the Premises without LESSOR'S prior written
[ILLEGIBLE]. LESSOR shall provide all window and door treatments at LESSER'S
cost. Repairs and maintenance of graphics, signs, doors and window treatments
shall be at LESSEE'S expense. *which consent shall not be unreasonably withheld.
13. USE OF ELECTRICAL SERVICES BY LESSEE. LESSEE'S use of electrical
services shall not exceed, either in voltage, rated capacity, or overall load
that which LESSOR deems be Building Standard. In the event LESSEE shall request
that it be allowed to consume electrical services in excess of that deemed by
LESSOR to be Building Standard. LESSOR may refuse to consent to such usage or
may consent upon such conditions, LESSOR elects (Including the requirement)
[ILLEGIBLE] submeters be installed at LESSOR'S [ILLEGIBLE]. The parties hereto
acknowledge that Lessee's use of electrical services as contemplated in
[ILLEGIBLE] engineer's letters attached hereto as Exhibit D meets Building
Standards.
14. PARKING. outing the term of this Lease, LESSOR shall maintain as
parking spaces and all [ILLEGIBLE] and walk away located on the property
available to LESSEE on a [ILLEGIBLE] exclusive basis which LESSOR and other
LESSEES of the Building, their guests and invitees. All parking shall be
provided at no charge to LESSEE. LESSOR reserve the [ILLEGIBLE] to assign
parking spaces. LESSOR shall also have the right to establish or modify the
methods used to control parking on the property. Including without limitation
the [ILLEGIBLE] of certain control devices or the hiring of parking attendants.
LESSOR shall not be liable for any damage to or any theft of any vehicles, or
any contents there from [ILLEGIBLE] in or about the parking areas located on the
property. The LESSOR reserve the right to and to close any part of the common
areas for such times as may. In the opinion of the LESSOR'S council, be
necessary to prevent a dedication thereof, or the accrual of any rights in any
person and to be [ILLEGIBLE] any part to the parking areas for such times as
LESSOR deems necessary in order to discourage non-customer parking, for repairs
and maintenance to building or [ILLEGIBLE] the parking areas as LESSOR in its
descration and deems necessary for the benefit of the Office Building. * in
Lessor's reasonable discretion.
15. LAWS AND REGULATIONS. LESSEE agree with comply with all applicable laws,
ordinances, rules and regulation, of any governmental entity agency or authority
having [ILLEGIBLE] over the Premises or LESSEE'S use thereof.
16. BUILDING RULES AND REGULATIONS. LESSEE will comply with the reasonable
rules and regulations of the Building adopted and altered by LESSOR from time
to time and [ILLEGIBLE] cause all of its agents, employees, invitees, visitors
to do so. LESSOR shall give LESSEE notice of all such rules and regulations and
any changes there to and LESSEE [ILLEGIBLE] be charged with compliance with such
rules and regulations as the same may be changed from the time to time from the
date of said notice. Such rules and regulations shall not interfere with the
conduct of Tenant's business as a Bank.
17. ENTRY BY LESSOR. LESSEE agrees to permit LESSOR or its agents of
represent to enter [ILLEGIBLE] and upon any part of the Premises at the
reasonable hours (and in [ILLEGIBLE] at all times) to inspect the condition,
occupancy or use thereof, or to show the Premises to prospective purchasers
mortgages, tenants or insuers, or to clean, or [ILLEGIBLE] repairs alterations
or additions there to, and LESSEE shall not be entitled to any [ILLEGIBLE] or
reduction of rent by reason thereof.
18. ASSIGNMENT AND SUBTELLING. LESSEE shall not assign, sublease, transfer,
pledge, or encumber Lessee or any interest their in without LESSOR'S prior
written content which will not be unreasonably with held. Any attempted
assignment sublease or other transfer or encumbrance by LESSEE in violation of
the terms and covenents of this paragraph shall be void.
19. MECHANIC'S LIENS. LESSEE will not permit any mechanic's liens or liens
to be [ILLEGIBLE] upon the premises or any portion of the Building or the
Property and nothing in this case shall be deemed or construed in any way as
constituting the consent or request LESSOR, express or implied, by entrence or
otherwise, to any person for the performance of any labor or the furnishing of
any materials to the Premises, or any part thereof; nor as giving LESSEE any
right, power, or authority to contract for or permit the [ILLEGIBLE] of any
services or the furnishing of any materials that would or might give rise to any
mechanic's or other liens against the Premises. In the event any such lines is
claimed against the Premises. Then LESSEE shall discharge some or transfer such
lien to other security within fifteen (15) days of notice thereof, or furnish
LESSOR with surely bonds [ILLEGIBLE] by a surety company reasonably
satisfactory to LESSOR, protecting LESSOR for any losses because of nonpayment
of such lien claim and further shall indemnity [ILLEGIBLE] save harmless LESSOR
from and against any and all costs, expenses, claims, losses or damages.
Including reasonable council fees resulting therefrom or by reason [ILLEGIBLE].
In the event that LESSEE falls to discharge to otherwise remove any such lines,
then, in addition to any other right or remedy of LESSOR, LESSOR may, but shall
not be obligated to discharge the same. Any amount paid by LESSOR for any of the
aforesaid purposes shall be reimbursed by LESSEE to LESSOR within ten (10)
days of LESSOR'S [ILLEGIBLE] therefor as additional rent.
20. PROPERTY INSURANCE, LESSOR shall maintain fire and extended coverage
insurance on the Building and the Premises in an amount equal to the full
insurable value there [ILLEGIBLE]. Such insurance shall be maintained by the
LESSOR and therefore, payments for losses hereunder shall be made solely to
LESSOR or LESSOR'S mortgagee(s), as there interest shall appear. LESSEE shall
maintain at its expense, in an amount equal to full replacement cost, fire and
extended coverage insurance on all its personal property. Including removable
trade fixtures, located in the Premises in such additional amounts as are
required to meet LESSEE'S obligations pursuant to Paragraph 24 hereof. LESSEE
shall, at LESSOR'S request from time to time, provide LESSOR with current
certificates of Insurance evidencing LESSEE'S compliance with this paragraph 20
and paragraph 21 hereof. LESSEE shall obtain the agreement of LESSEE'S
insurers to notify LESSOR at least ten (10) days prior to cancellation or
expiration of any such insurance [ILLEGIBLE] required of LESSEE by this
paragraph 20 and paragraph 21 hereof.
21. LIABILITY INSURANCE. LESSEE will during the term of this lease, at its
own cost and expense, maintain and provide general liability Insurance for the
benefit and protection of LESSOR and LESSEE (said policy [ILLEGIBLE] name
LESSOR and its management company as an additional Insured), In an amount not
less than $1,000,000.00 for injuries to any one person or more than one person
and for damage to property in an amount of not less than $100,000.00 arising out
of any one accident or occurance. Said policy shall cover [ILLEGIBLE] Demised
Premises, the side walks adjoining [ILLEGIBLE] and the other areas of the area
described in Exhibit "A" used by LESSEE. The Public Liability Policy or a
certificate thereof shall be delivered to LESSOR at the commencement of the
term, together with proof of payment of premium and renewals thereof not less
than twenty (20) days before its expiration date. Said policy and/or certificate
shall contain an undertaking by the insurer to give LESSOR not less than ten
(10) days written notice of any cancellation or change in [ILLEGIBLE] or amount
of coverage of such policy. If LESSEE fails to comply with this requirement,
LESSOR may obtain such insurance and keep same in effect and LESSEE shall
[ILLEGIBLE] LESSOR the cost thereof upon demand as additional rent. LESSEE shall
carry plate glass insurance coverage for the full insurable value naming LESSOR
and its management company as an additional insured and supply LESSOR with said
policy or certificate copy thereof. *the demised premises for access to walk in
and drive in tellers if any
22. ASSUMPTION OF RISKS. LESSOR shall not be [ILLEGIBLE] to LESSEE or
LESSEE'S customers, licensees, agents or guests or employees for any injury or
damages to its, his or their persons or property by any cause whatsoever,
including, but not limited to acts or [ILLEGIBLE] of any other tenant in the
Building, construction detects, water, rain, steel, [ILLEGIBLE] storms,
negligence and accidents, breaking, stoppage or leaks of gas, water, heating,
sewer pipes, boilers, wiring or plumbing or any other [ILLEGIBLE] in or about
this Premises. LESSEE expressly assumes all liability for or on account of any
such injury, loss or damage, and will at all times, Indemnity and save LESSOR
harmless from and against all liability damage or expense caused by or arising
out of any such injury, loss or damage to persons or property upon the Premises.
**except for the negligent acts or omissions by Lessor it's employees or agents.
23. [ILLEGIBLE] OF SUBROGATION RIGHTS. Any thing in this Lease to the
contrary not [ILLEGIBLE] LESSOR and LESSEE each hereby waive any and all rights
of recovery, claim, action, or cause of action, against the other, its agents,
officers, or employees, for any loss or damage that may occur to the Premises,
or any improvements thereto, or any personal property of such party therein, by
reason of fire, the elements or any other cause(s) which are insured against
under the terms of the standard fire and extended coverage insurance policies
referred to in Paragraph 20 hereof, regardless of cause or origin, Including
negligence of the other party hereto, its agents, officers, or employees;
provided that such waiver by either LESSOR or LESSEE does not limit in any way
such party's right to recovery under such Insurance policies. LESSOR and LESSEE
shall each obtain [ILLEGIBLE] endorsement to all of their insurance polices to
effect the provisions of this paragraph, provided that such endorsements are
available at no additional cost.
24. CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by
fire or other casualty, LESSEE shall give prompt written notice thereof to
LESSOR, If the Building shall be so damaged that substantial alteration or
reconstruction of the Building shall, In LESSOR's sole opinion, be required
(whether or not the Premises shall have been damaged by such casualty) or in the
event any mortgagee of LESSOR'S should require that the Insurance proceeds
payable as a result of a casualty be applied to the payment of the mortgage
debt, or in the event of any material uninsured loss to the Building. LESSOR may
at its option , terminate this Lease by notifying LESSEE in writing on such
termination within ninety (90) days after the date of such damage. If LESSOR
does not thus elect to terminate this Lease. LESSOR shall commence and proceed
with reasonable diligence to restore the Building to substantially the same
condition in which it was immediately prior to the happening of the casualty,
except that LESSOR'S obligation to restore shall not exceed the scope of the
work required to be done by LESSOR in originally constructing the Building and
installing [ILLEGIBLE] (as described [ILLEGIBLE] the Work Letter but not
including replacement of acoustical ceiling tiles) in the Premises, nor shall
LESSOR be required to spend for such work an amount in excess of the insurance
proceeds actually received by LESSOR as a result of the casualty. When the Shelf
[ILLEGIBLE] have been restored by LESSOR, LESSEE shall complete the restoration
of the Premises to Building Standard and the restoration of LESSEE'S furniture
and equipment. LESSOR shall, subject to the last sentence of this paragraph,
provide LESSEE with an allowance (the "Reconstruction Allowance") to pay for
reconstruction of the Premises to Building Standard, such Reconstruction
Allowance to be in a dollar amount equal to the actual original cost to LESSOR
of providing the Allowance items provided by LESSOR pursuant to the Work Letter.
Except for reconstruction of the [ILLEGIBLE] by LESSOR and the Reconstruction
Allowance, all cost and expense of reconstructing the Premises to Building
Standard shall be borne by LESSEE. LESSOR shall not be liable for any
inconvenience or [ILLEGIBLE] to LESSEE or injury to the business of LESSEE
resulting in any way from such damage or the repair thereof, except that, such
termination to be effective 30 days from Lessee's receipt of such notice.
**plus any increase in the cost of living, commencing with the [ILLEGIBLE].
SEC: 7/86
Page 2
[ILLEGIBLE] to the provisions of the next sentence, LESSOR sha[ILLEGIBLE]w
LESSEE a fair diminution of rent during the time and to [ILLEGIBLE] xlent the
Premises are unfit for occupancy. If the [ILLEGIBLE] or any other portion of the
building be damaged [ILLEGIBLE] or other casualty resulting from the fault or
negligence,[ILLEGIBLE] LESSEE or any of LESSEE'S agents, employees, or
[ILLEGIBLE], the rent hereunder shall not be diminished during the repair of
such damage, and LESSEE shall be liable to LESSOR for the entire cost of the
repair and restoration of Building caused thereby to the extent such cost and
expense is not covered by LESSOR's insurance proceeds.
25. CONDEMNATION. If the whole of the Building or the Premises should be
taken for any public or quasi-public use, by right of eminent domain or
otherwise, or if the same [ILLEGIBLE]uld be sold in lieu of condemnation, then
this Lease shall terminate as of the date when physical possession of the
Building or the Premises is taken by the condemning authority. If less than the
whole of the Building or the Premises is thus taken or sold, then LESSOR
(whether or not the Premises are affected thereby) may, at its option,
termi[ILLEGIBLE] this Lease by giving written notice thereof to LESSEE, in which
event this Lease shall terminate as of the date when physical possession of such
portion of the Building or [ILLEGIBLE]mises is taken by the condemning
authority. If this Lease is not so terminated upon any such taking or sale, the
Base Rental payable hereunder shall be diminished by an liable amount, the
LESSOR shall, to the extent LESSOR deems feasible, restore the Building and the
Premises to substantially their former condition, but such work shall exceed the
scope of the work done by LESSOR in originally constructing the Building and
installing Building Standard improvements in the Premises, nor shall LESSOR in
event be required to spend for such work an amount in excess of the amount
received by LESSOR as compensation for such taking. All amounts awarded upon a
taking of part or all of the Building or the Premises shall belong to LESSOR,
and LESSEE shall not be entitled to and expressly waives all claim to any such
compensation.
26. DAMAGES FROM CERTAIN CAUSES. LESSOR shall not be liable to LESSEE for
any loss or damage to any property occasioned by theft, fire, act of God, public
enemy, [ILEGIBLE], riot, strike, insurrection, war, court order, requisition, or
order of governmental body or authority or by any other cause beyond the control
of LESSOR. Nor shall LESSOR be liable for any damage or inconvenience which may
arise through repair or alterations of any part of the Building or Premises.
27. EVENTS OF DEFAULT/REMEDIES.
(a) The following events shall be deemed to be events of default
by LESSEE under this Lease: (i) LESSEE shall fall to pay any rent or any other
sums of money due [ILLEGIBLE]eunder and such failure shall continue for a period
of ten (10) days after the date such sum is due: (ii) LESSEE shall fail to
comply with any provision of this Lease or any [ILLEGIBLE]er agreement between
LESSOR and LESSEE, including the Work Letter, all of which terms, provisions and
covenants shall be deemed material: (iii) the leasehold [ILLEGIBLE]eunder
demised shall be taken on execution or other process of law in any action
against LESSEE: (iv) LESSEE shall fail to promptly move into, take possession of
and operate its business on the Premises when the Premises are ready for
occupancy or shall cease to do business in or vacate or abandon any substantial
portion of the Premises: LESSEE shall become insolvent or unable to pay its
debts as they become due, or LESSEE notifies LESSOR that if anticipates either
condition: (vi) LESSEE takes any action or notifies LESSOR that LESSEE intends
to file a petition under any section or chapter of the Federal Bankruptcy Act,
as amended, or under any similar law or statute of the xxx States or any State
thereof, or a petition shall be filed against LESSEE under any such statute or
LESSEE or any creditor of LESSEE notifies LESSOR that it knows such petition
elition will be filed or LESSEE notifies LESSOR that it expects such a petition
to be filed; or (vii) a receiver or trustee shall be appointed for LESSEE'S
leasehold interest in the mises or for all or a substantial part of the assets
of Lessee.
(b) Upon the occurrence of any event or events of default or other
breach of this Lease by LESSEE not arising from LESSEE'S failure to pay any rent
or other sums of [ILLEGIBLE]ney due hereunder within ten (10) days of the due
date, and whether such default or defaults are enumerated in this Paragraph or
not, then if LESSEE fails to cure any such [ILLEGIBLE]xxxx within thirty (30)
days of written notice from LESSOR, LESSOR shall have the option to pursue any
one or more of the following remedies: (i) LESSOR shall have the [ILLEGIBLE]ht,
at its election, to cancel and terminate this Lease and dispossess LESSEE; or,
(ii) LESSOR shall have the right without terminating or cancelling this Lease to
declare all [ILLEGIBLE]nts and rents due under this Lease for the remainder of
the existing term (or any applicable extension or renewal thereof) to be
immediately due and payable, and thereon all rents and other changes due
hereunder to the end of the initial term or any renewal term, if applicable,
shall be accelerated: (iii) LESSOR may elect to [ILLEGIBLE]s the Premises and
relent the Premises for LESSEE'S account, holding LESSEE liable in damages for
all expenses incurred in any such reletting and for any difference between the
amount of rent received from such reletting and the rent due and payable under
the terms of this Lease: (iv) If LESSEE is in default for any reason which would
require written notice from LESSOR, and if such default cannot reasonably be
[ILLEGIBLE] to be cured within the said thirty (30) day period, then LESSEE
shall have a reasonable period of time to effect such cure, provided that LESSEE
promptly commences a cure and proceeds diligently to completion of same.
(c) In the event of any default by LESSEE arising from the failure
to pay rent or any other sum due hereunder within the ten (10) day period
provided in subparagraph a (i) above. LESSOR may immediately exercise
any remedy provided in subparagraph (b) above without being first required to
give LESSEE written notice of such default.
(d) This Paragraph 27 shall be enforceable to the maximum extent
not prohibited by applicable law, and the unenforceability of any portion hereof
shall not thereby [ILLEGIBLE]er unenforceable any other portion.
(e) LESSOR shall be in default hereunder in the event LESSOR has
not begun and pursued with reasonable diligence the cure of any failure of
LESSOR to meet its obligations hereunder within ten (10) days of the receipt by
LESSOR of written notice from LESSEE of the alleged failure to perform. In no
event shall LESSEE have the right to terminate or res[ILLEGIBLE] this Lease as a
result of LESSOR'S default as to any covenant or agreement contained in this
Lease or as a result of the breach of any promise or document hereof, whether in
this Lease or elsewhere. LESSEE hereby waives such remedies of termination and
recission and hereby agrees that LESSEE'S remedies for default hereunder and for
breach of any promise or inducement by LESSOR shall be limited to a suit for
damages and/or/fic special performance. at period of the exercise of any such
remedies it will love the mortgage as holding mortgages on the Building notices
and reasonable time to cure any default by LESSOR co video that Lesson commences
to cure such default written 10 days from recent of notice by
(1) LESSEE agrees to reimburse LESSOR on demand for any expenses
which LESSOR may incur in effecting compliance with LESSEE'S obligations under
this lease, and LESSEE further agrees that LESSOR shall not be liable for any
damages resulting to the Tenant from such action. All such remedies of LESSOR
shall be cumulative. and in addition, LESSOR may pursue any other remedies that
may be permitted by law or in equity. forbearance by LESSOR to enforce one or
more of the remedies herein provided upon an event of default shall not be
deemed or construed to constitute a waler of such default or remedy.
28. PROPERTY TAXES AND ASSESSMENTS. LESSEE shall be liable for all taxes
levied or assessed against personal property, furniture or fixtures or equipment
placed by LESSEE in the Premises. If any such taxes for which LESSEE is liable
are leveied or assessed against LESSOR or LESSOR'S property and if the assessed
value of LESSOR'S property is increased by inclusion of personal property,
furniture or fixtures or equipment placed by LESSEE in the Premises, and LESSOR
elects pay the taxes based on such increase, LESSEE shall pay to LESSOR upon
demand that part of such taxes for which LESSEE is liable hereunder, such
payment shall be due osadditional rent.
29. PEACEFUL ENJOYMENT. LESSEE shall, and may peacefully have, hold, and
enjoy the Premises against all persons subject to the other terms hereof,
provided that LESSEE pays the rent land other sums herein reclied to be paid by
LESSEE and performs all of LESSEE'S covenants and agreements herein onlined.
This covenant and any and all other covenants of LESSOR shall be binding upon
LESSOR and its successors only with respect to breaches occurring during its or
their respective periods of ownership of the LESSOR'S interest hereunder.
30. HOLDING OVER. In the event of holding over by LESSEE without LESSOR'S
written consent thereto after expiration or other termination of this Lease or
in the event LESSEE continues to occupy the Premises after the termination of
LESSEE'S right of possession pursuant to Paragraph 27 (b) hereof, LESSEE
covenants and agrees, throughout the entire holdover period, to pay rent equal
to twice the Base Rental, as the same is adjusted pursuant to the terms hereof,
and any additional rent which would have been applicable had the term of this
Lease continued thought the period of such holding over by LESSEE. No possession
by LESSEE after the expiration of the term of this lease shall be construed to
extend the term of this Lease unless LESSOR has consented to such possession in
writing, and throughout such holdover period LESSEE shall be deemed a LESSEE-at-
sufferance.
33. NO IMPLIED WAIVER. The failure of LESSOR to insist at any time upon the
strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof for the future. No payment by LESSEE or
receipt by LESSOR of a lesser amount than the monthly installment of rent due
under this Lease shall be deemed to be other than on account of the earliest
rent due hereunder, nor shall any endorsement or statement or any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and LESSOR may accept such check or payment without prejudice to
LESSOR'S right to recover the balance of such rent or pursue any other remedy
provided in this Lease.
34. TRANSFERS BY LESSOR. LESSOR shall have the right to transfer and
assign, in whole or in part all its rights and obligations hereunder and in the
Building and the Premises referred to herein, and in such event and upon such
transfer LESSOR shall be released from any further obligations hereunder, and
LESSEE agrees to look solely to such successor in interest of LESSOR for the
performance of such obligations.
35. NOTICE. Any notice, demand or request to be given pursuant to this
Lease must, unless otherwise expressly provided herein, be in writing, and may,
unless otherwise in this Lease expressly provided, be given or be served by
depositing the same in the United States mail, postpaid and certified and
addressed to the party to be notified, with return receipt requested, or by
delivering the same in person to an officer of such party, or by prepaid
telegram, when appropriate, addressed to the party to be notified at the address
stated in this Lease or such other address notice of which has been given to the
other party. Notice deposited in the mail in the manner hereinabove described
shall be effective from and after the expiration of three (3) days after it is
so deposited. Notwithstanding any provision of this Lease to the contrary
however, LESSOR may always give LESSEE notice by addressing or delivering same
to the Premises, Until further notice, the addresses for the parties shall be as
follows:
As to LESSOR: c/o Paramount Realty, Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxx 00000. With a copy in loseph [ILLEGIBLE]
Xxxxxxxx, Esquire, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000. As
to Tenant: Florida First International Bank, 00000 XX 0 Xxxxxx, Xxxxx,
XX
36. SEVERABILITY. If any term or provision of this Lease, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other then those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and enforce to the fullest
extend permitted by law.
37. GOVERNING LAW. This Lease and the rights and obligations of the parties
hereto shall be interpreted, construed, and enforced in accordance with the laws
of the State of Florida.
38. TIME OF PERFORMANCE. Except as expressly otherwise herein provided,
with respect to all required acts of Tenant and Landlord time is of the essence
of this Lease.
39. FORCE MAJAURE. Whenever a period of time is herein prescribed for the
taking of any action by LESSOR, LESSOR shall not be liable or responsible for,
and there shall be excluded from the computation of such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions, financing, or any other cause
whatsoever beyond the control of Landlord. This paragraph shall also apply to
Lessee.
40. LESSEE PARKING. LESSEE and LESSEE'S employees shall park their cars
only in those portions of the parking area designated for that purpose by Owner.
LESSEE shall furnish Owner with State automobile license numbers assigned to
LESSEE'S car or cars and cars of LESSEE'S employees within five (5) days after
taking possession of the premises and shall thereafter notify the Owner of any
changes within five (5) days after such changes occur. In the event that the
LESSEE or its employees fall to park their cars in designated areas as
aforesaid, then the Owner at its option shall charge the LESSEE Ten ($10.00)
Dollars per day per car parked in any area other than those designated, as and
for liquidated damage.
41. BROKERS. LESSOR and LESSEE each represent and warrant one to the other
that neither of them has employed any broker in connection with the negotiation
of the terms of this Lease or the execution thereof other than N/A, on behalf of
LESSEE, and Paramount Realty, Inc., or behalf of LESSOR. LESSOR and LESSEE
hereby agree to indemnify and to hold each other harmless against any loss,
expense or liability with respect to any claims for commissions or brokerage
fees arising from or out of any breach of the foregoing representation and
warranty. LESSOR recognizes N/A and Paramount Really, Inc. as the sole broker
with whom LESSOR has dealt in this transaction and LESSOR agrees to pay any
commissions determined to be due said border Xxxxxxx x. Well and Xxxxxx X.
Xxxxxx are real estate brokers, associated with Paramount Really, Inc. as well
as managing partners of LESSOR.
42. CAPTIONS. The Paragraph captions used herein are for convenience and
reference only.
43. RELATIONSHIP OF PARTIES. Nothing contained herein shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein, nor any
acts of the parties herein, shall be deemed to create any relationship between
the parties hereto other than the relationship of LESSOR and LESSEE.
44. AMENDMENTS. The provisions of this Lease may not be modified or
amended, except by an instrument in writing and signed by both parties hereto.
[ILLEGIBLE]
Page 3
45. BINDING EFFECT. This lease shall be binding upon and insure to the
benefit of LESSOR, its successors and [ILLEGIBLE] and LESSEE, its successors and
to the extent [ILLEGIBLE] is permitted under the provisions hereof, LESS
assigns.
46. LESSEE FINISH CREDIT. LESSEE intends to finish the Demised Premises
over and above Building Standard, as heretofore defined, all at LESSEE'S own
cost and [ILLEGIBLE] LESSOR hereby grants unto LESSEE an interior LESSEE finish
credit and allowance equal to $15.00 per square foot of space within the
Demised [ILLEGIBLE].
47. SUBORDINATION. The LESSEE'S estate as created hereby is and shall
ever hereafter be subject and subordinate to the lien of any mortgage
encumbering the fee little to Property and/or Building., provided that such
mortgagee enters into a non-disturbance agreement with see.
48. ESTOPPELS/STATEMENTS. Either the LESSOR or the LESSEE agree, at the
other's request, within ten (10) days of such request, to execute and deliver an
esioppel statement certifying that as of the date of the certificate the leases
is unmodified and is in full force and effect (or if there have been
modifications, that the same is in full force and [ILLEGIBLE] as modified and
stating the modifications), and the dates to which the rent and other charges
have been paid in advance, if any, and stating whether or not LESSOR/Lessee
is in [ILLEGIBLE] or performance of any convenant, agreement or condition
contained in this Lease.
Upon the request of the LESSOR, the LESSEE should execute a written
statement selling forth the commencement and termination dates of this Lease.
49. LEASE NOT RECORDABLE. This Lease is not recordable by either
party.
50. SECURITY DEPOSIT. The LESSEE has deposited with the LESSOR the sum
of $8,500.00 Dollars, as security for the faithful performance observance by the
LESSEE of the terms, provisions and conditions of this Lease; It is agreed that
in the event the LESSEE defaults in respect with any of the terms, provides and
conditions of this Lease, Including, but not limited to, the payment of rent and
additional rent, the LESSOR may use, apply or rejoin the whole or any part of
the [ILLEGIBLE] deposited to the extent required for the payment of rent and
additional rent or other sums as to which the LESSEE is in default or for any
sum which the LESSOR may end or may be required to expend by reason of the
LESSOR'S default in respect to any of the terms, covenants and conditions of
this Lease, Including but not limited to any [ILLEGIBLE] or deficiencies in the
re-letting of the premises, whether such damages or deficiencies accrued before
or after summary proceedings or the re-entry by the LESSOR.
(a) LESSOR'S LIEN. That the said LESSEE pledge, with and assigns
unto the LESSOR all the furniture and fixtures, good and chattels of the said
LESSEE, which may [ILLEGIBLE] or put on said premises, as security for the
payment of the rent herein reserved, and agrees that the LESSOR'S lien for the
payment of said rent may be enforced by [ILLEGIBLE], foreclosure or otherwise,
at the option of the said LESSOR, and LESSEE agrees that such lien is granted to
the LESSOR and vested in said LESSOR, and the LESSEE her agrees that, in case of
the failure of the said LESSEE to pay the rent herein reserved when the same
shall become due, and it becomes necessary for the LESSOR to [ILLEGIBLE] said
rent, by suit or through an attorney, or should LESSOR employ an attorney
because of the breach by LESSEE of any of the terms, covenants or agreements
contained [ILLEGIBLE] lease, the LESSEE will pay the LESSOR a reasonable
attorney's fee, together with all costs and charges incurred by, through or in
connection with such collection or in other suit or action in which may be
brought in any Court because of a breach of any terms, covenants or agreements
contained in this lease.
52. LESSOR RIGHT OF RE-ENTRY. In the event that the LESSEE shall not
pay the rent at the time and in the manner stated, or shall fail to keep and
perform any other conditions, stipulations or agreements herein contained on the
part of the LESSEE to be kept and performed, or if the LESSEE shall suffer to be
filed against LESSEE an involuntary [ILLEGIBLE] in bankruptcy or shall be
[ILLEGIBLE] a voluntary or Involuntary bankrupt, or make an assignment for the
benefit of creditors, or should there be appointed a Receiver to [ILLEGIBLE]
charge of the premises either in the State Courts, or in the Federal Court, or
abandon the premises, then, and in any of such events the LESSOR may, at
LESSOR'S option. [ILLEGIBLE] and end this lease, whereupon the term hereby
granted, and at the LESSOR'S option, all right, little and interest in or under
it, shall end the LESSEE become a LESSEES at sufferance or else said LESSOR may,
at LESSOR'S option, [ILLEGIBLE] to declare the entire rent for the balance of
the terms or any part there-[ILLEGIBLE] due and payable forthwith, and may
proceed to collect the same either by distress or otherwise, and thereupon said
term shall terminate, at the option of the LESSOR, or [ILLEGIBLE] the said
LESSOR may take possession of the premises and rent the same for the account of
the LESSEE, the exercise of any of which options herein contained shall not be
[ILLEGIBLE] the exclusive LESSOR'S remedy; the expression "entire rent for the
balance of the terms" as used herein shall mean all of the rent prescribed to be
paid by the LESSEE [ILLEGIBLE] the LESSOR for the full term of the lease, less
however, any payments that have been made on account of and pursuant to the
terms of said lease or pursue any other eddies provided hereunder, if the
[ILLEGIBLE] fails to remove its property upon the expirations of this lease the
said property shall be abandoned and shall become the property of LESSOR, Or the
LESSOR shall have the option of having said property removed at the LESSEE'S
sole expense.
53. NON-LIABILITY OF LESSOR. LESSOR shall not be responsible or liable
to LESSEE for any loss or damage that may be occasioned by or thought the acts
or omissions of sons occupying adjoining premises or any part of the premises
adjacent to or connected with the premises hereby leased or any part of the
building of which the leased [ILLEGIBLE] are a part, or for any loss or damage
resulting to LESSEE or its property [ILLEGIBLE] burst, stopped or leaking water,
gas, sewer, sprinkler or steam pipes or air conditioning [ILLEGIBLE] or plumbing
fix [ILLEGIBLE] or from any failure of or defect in any electrical line, circuit
or facility., not due to the negative act or omission [ILLEGIBLE] lesser this
agents or employees.
54. LIMITATION OF LIABILITY. LESSOR, or any successor in interest to
LESSOR shall be an individual, joint venture, tenancy-in-common, trustee, firm,
or partnership, [ILLEGIBLE] or limited, there shall be no person liability on
the part of such individual or on the members of such joint venture,
tenancy-in-common, trustee, firm or partnership, [ILLEGIBLE] to any of the
covenants or conditions of this lease. The LESSEE hereby acknowledges that it
shall [ILLEGIBLE] solely to the equity of LESSOR in the building
________________ for the satisfaction or assertion of the remedies of LESSEE
against LESSOR, in the event of breach by LESSOR of any of the [ILLEGIBLE] or
conditions of this lease, If LESSOR shall convey little to the demised premises
pursuant to a sale or exchange or properly, the LESSOR shall not be liable to
[ILLEGIBLE] or any immediate or remote assignee or successor of LESSEE as to any
act or omission from and after any such conveyance.
56. SPECIAL CLAUSES;
See Addendum attached hereto and made a part hereof.
IN WITNESS WHEREOF, LESSOR and LESSEE have caused these presents to be
executed this lease in multiple original counterparts as of the day and year
first [ILLEGIBLE] written.
Executed in the presence of: LESSOR;
-------------------------------- SHERIDAN EXECUTIVE CENTRE
-----------------------------------
a Florida general partnership
-------------------------------- By: /s/ [ILLEGIBLE]
--------------------------------
Managing Partners
TENANT: FLORIDA FIRST INTERNATIONAL BANK
(in organization) a Florida Banking
Institution in organization
/s/[ILLEGIBLE] /s/ [ILLEGIBLE]
-------------------------------- ------------------------------------
[ILLEGIBLE]
[ILLEGIBLE]
Page 4
ADDENDUM TO LEASE AGREEMENT
By and Between FLORIDA FIRST INTERNATIONAL BANK
(in organization), a Florida banking corporation in
organization, the "LESSEE"; and SHERIDAN EXECUTIVE
CENTRE, a Florida general partnership, the "LESSOR."
1. The terms of this Addendum shall supersede any terms in the Lease
Agreement to which it is attached, which are in conflict with it.
2. Three Lane Drive-In Bank Teller Facility. A three lane drive-in bank
teller facility, including all driveways thereto to permit adequate motor
vehicular and pedestrian access will be constructed, by LESSOR, at LESSOR's
expense in accordance with the plans and specifications prepared by Xxxx-Xxxxx &
Associates dated October 6, 1986, as previously submitted to LESSEE. The LESSOR
represents unto LESSEE that zoning approval for such drive-in facility is
pending with the City of Hollywood, and such approval shall be rendered prior to
the Lease commencement date referred to below. LESSOR further represents that
all zoning requirements and prerequisites for the zoning approval have been met.
LESSEE shall supply and install the bank equipment for the drive-in facility,
such as the pneumatics and electrical fixtures. LESSOR shall not be liable for
any expense in excess of Thirty Thousand ($30,000.00) Dollars in construction of
the canopy for the drive-in facility. Any excess cost for the canopy shall be
paid by LESSEE, provided, however, that LESSEE shall first have the right to
approve the bid and contract for the canopy construction, in the event the
cost of same exceeds the sum of Thirty Thousand ($30,000.00) Dollars.
LESSEE shall pay the sum of One Thousand Seven Hundred ($1,700.00)
Dollars per month base rental for the drive-in facility. However, the drive-in
facility shall not be used in the calculation of LESSEE's pro rata share of the
"operating expenses" as referred in paragraph 6 of the Lease Agreement, but
shall be subject to the rent adjustment referred to in paragraph 6 of this
Addendum.
3. The demised premises consists of 4,800 square feet on the first floor,
5,369 square feet on the third floor of the building (Suites No. 301 through
307) and the drive-in facilities, all as more particularly set forth on the
attached Composite Exhibit B. These premises shall be included in the definition
of "premises" or "demised premises," as used in the Lease Agreement
and this Addendum. The base annual rent per square foot on the first floor is
$13.00, the base annual rent per square foot on the third floor is $12.00 and
the base annual rental for the drive-in facility is Twenty Thousand Four Hundred
($20,400.00) Dollars per annum.
4. With respect to paragraph 6 of the Lease Agreement, the initial
operating expenses on the first floor shall be approximately $2.00 per square
foot per annum, and on the third floor shall be approximately $4.00 per square
foot per annum, the latter expense to include electricity inasmuch as there is a
central meter on the third floor. During the term of the Lease, at LESSEE's
option, LESSEE may install, at LESSEE's expense, a submeter for use of LESSEE's
premises. In calculating the operating expenses, and any increases thereto,
expenses attributable to third party vendors will be limited to reasonable,
customary and proper costs for services customary to the operation of the
building. Further, the management fee charged by the Management Company shall
not exceed five (5%) percent of the gross revenue, at any time during the term
of the Lease. The operating expenses shall not include the cost of LESSOR's
capital improvements.
5. Lease Commencement and Rent Commencement Date. The lease term of this
Lease and the rental shall commence upon the later of the following dates: (a)
January 1, 1988, or (b) when LESSOR has obtained a Certificate of Occupancy for
the building. Notwithstanding the commencement date of the lease term, LESSEE
shall be entitled to possession of the premises as of the date LESSOR has
obtained a Certificate of Occupancy for the building, provided that LESSEE has
obtained its state charter to operate a state bank at the time of such
possession. However, notwithstanding early possession, the rent commencement
date shall be as set forth herein.
6. Rent Adjustment. The base rental for the demised premises and the
drive-in facility shall not be adjusted until the commencement of the sixth
(6th) year of the lease term. Beginning with the sixth (6th) year of the lease
term, there shall be an adjustment based on the Consumer Price Index as follows:
the index number to be used is the index number of wholesale prices of all
commodities revised, published by the United States Department of Labor, Bureau
of Vital Statistics. If the aforementioned index becomes unavailable, the index
to be used is the Consumer Price Index, issued by the United States
-2-
Department of Labor for the South Atlantic Group of States. If the last
mentioned index becomes unavailable, the index to be used is the index of
general price level issued by the Federal Reserve Bank of New York. In the event
that the United States Department of Labor ceases to publish a Consumer Price
Index, then the increases referred to herein shall be computed based upon the
most comparable, available index published by a responsible source.
It is agreed that the index number as it exists on the first day of the
month preceding the commencement of each lease year, commencing with the sixth
(6th) lease year, shall be compared to its position as of the first day of the
month preceding the commencement of the previous lease year, except that said
index number for the commencement of the sixth lease year shall be compared to
its position as of the first day of the month prior to the month during which
the lease commencement date occurred. For every increase in the index figure
from its position as of the first day of the month preceding the month during
which the lease term commenced, the monthly rental initially reserved shall be
increased in direct proportion to the increase in the index figure and it shall
continue as such amount during the balance of the lease year. In the event that
no figures are issued for the month the index is being used, then the first
figure of said index issued immediately after such date shall be considered the
appropriate index number. Nothing herein shall be construed as reducing the
annual rent from that charged the previous year, in the event that the index
number hereinabove designated decreases during the lease term.
In no event shall the base minimum annual rental for any given year be
less than three (3%) percent more than the preceding year or more than ten (10%)
percent more than the preceding year's base minimum annual rental. With respect
to the commencement of the sixth (6th) lease year, the base minimum annual
rental shall be no less than twenty-five (25%) percent and no more than forty
(40%) percent more than the preceding year's base minimum annual rental.
The adjustment of base minimum annual rental shall commence at the
beginning of the sixth (6th) year of the initial lease term and shall be
effective for each year thereafter, including each year of the option term.
7. Parking. The LESSEE shall be entitled to the exclusive use of nine (9)
parking spaces and LESSOR shall assign spaces 133 through 135, and 121
-3-
through 126, as designated spaces for bank customer parking. The LESSOR, at
LESSEE's expense, shall signify those spaces which are exclusively designated
for bank customer parking, by a sign or such other means as designated by
LESSEE, provided that same meets all applicable building codes and is approved
by LESSOR's architect. In the event Landlord's architect fails to approve said
signs or alternative parking designations within fifteen (15) days of submittal,
said signage or alternative designation shall be deemed approved. LESSEE shall
be responsible for policing of the assigned spaces, and LESSOR shall not be
liable for the use of such parking spaces by any other tenant in the building.
LESSEE agrees that LESSEE's employees will park in the offsite parking area off
the northwest corner of the building site. The LESSOR reserves the right to
relocate employee's parking to another location within the building site or
within the parking lot property contiguous to the building site, owned by the
Sheridan Hills Baptist Church.
8. Parking Restrictions. With respect to paragraph 14 of the Lease
Agreement, LESSOR shall not, in its exercise of control over the parking area,
restrict the right of LESSEE's customers to come upon the parking area, nor
shall LESSOR engage in any procedures or install devices which would serve to
impede or hinder the free flow of traffic and access to the parking area by
LESSEE's customers.
9. Provided that LESSEE is not in default hereunder, the LESSOR does
hereby grant the LESSEE the exclusive right, within SHERIDAN EXECUTIVE CENTRE,
to operate a banking entity falling under the jurisdiction of the FDIC or FSLIC
regulation, including but not limited to a Florida Banking Institution, a
National Bank Institution or a State or Federal Savings and Loan Association.
10. Signage. The LESSOR hereby grants to LESSEE parapet signage on the
south side of the building. The signage shall be limited to the east one-third
of the south side of said building. LESSOR also grants LESSEE signage on the
east side parapet. Such signage shall be limited to the south one-half of the
east side of the building. The LESSEE shall be allowed to place its name on the
glass at its main entrance. The LESSOR shall grant the pylon sign on 00xx Xxxxxx
for the exclusive use of the LESSEE. The LESSEE shall bear the cost of this
Pylon sign. The LESSEE acknowledges that one other major tenant in the building
may place his sign on the parapet on the top of
-4-
the building on the west one-third of the south side of the building. All
signage is subject to the LESSOR's architect's approval, which approval shall
not be unreasonably withheld, and the City of Hollywood.
From and after the execution of this Lease Agreement by both parties
hereto, the LESSEE shall be entitled to install a sign, at LESSEE's expense,
indicating that the premises are the future site of the LESSEE. Said sign will
be located on the first floor window attached to the mullions. The dimensions of
the sign shall be approximately four feet by eight feet.
11. Notwithstanding any other provisions contained in this Lease, in the
event the LESSEE is closed or taken over by banking authority of the State of
Florida, or other bank supervisory authority, the LESSOR may terminate this
Lease only with the concurrence of such banking authority or other bank
supervisory authority, and any such authority shall in any event have the
election either to continue or to terminate the Lease. Provided that, in the
event this Lease is terminated, the maximum claim of LESSOR for damages or
indemnity for injury resulting from the rejection or abandonment of the
unexpired term of the Lease shall in no event be in an amount exceeding the rent
reserved by the Lease, without acceleration, for the year next succeeding the
date of the surrender of the premises to the LESSOR, or the date of reentry of
LESSOR, whichever first occurs, whether before or after the closing of the bank,
plus an amount equal to the unpaid rent accrued, without acceleration up to such
date.
It is specifically understood that this paragraph 11 shall not pertain
to mergers, acquisitions or takeovers of the LESSEE bank by other financial
institutions.
12. LESSEE agrees to apply for its state charter on or before November 3,
1986. In the event LESSEE does not so apply for its state charter on or before
November 3, 1986, then in that event LESSOR shall have the option to cancel this
Lease Agreement (and return all deposits paid to LESSEE). Provided, however,
that if LESSEE applies for its state charter, said application deemed
accomplished as of the date of delivery of same to the State Comptroller's
Office, or if mailed, the date of postmark of such application, prior to
LESSEE's receipt of LESSOR's written cancellation of this Lease Agreement,
then LESSOR shall not have the right to cancel this Lease
-5-
Agreement, and the provisions of this paragraph 12 shall be deemed to have been
satisfied by LESSEE. In any event, in the event LESSOR does not so notify LESSEE
of its option to cancel this Lease Agreement in writing, LESSOR shall be deemed
to have elected not to terminate this Lease Agreement. LESSEE shall evidence its
application for state charter on or before November 3, 1986, by providing to
LESSOR a copy of the cover letter from LESSEE's attorney which will be attached
to the application for a state charter. Said copy of the cover letter will be
provided to LESSOR and LESSOR's receipt of said correspondence shall constitute
sufficient notice so as to comply with the terms of this paragraph. In the event
LESSEE does not obtain its state charter to operate a state bank, on or before
July 1, 1987, the LESSOR shall have the option to cancel this Lease Agreement
and all monies heretofore deposited by LESSEE shall be returned to LESSEE on or
before July 15, 1987, or within fifteen (15) days after notification by LESSEE
that LESSEE is unable to obtain its bank charter, whichever first occurs. If the
LESSOR does not so exercise its option to cancel this Lease Agreement, which
option, if exercised at all, must be exercised in writing on or before July 15,
1987, then if the LESSEE fails to receive its bank charter by January 1, 1988,
then either LESSOR or LESSEE may cancel this Lease on or before January 15, 1988
and all deposit monies heretofore paid by LESSEE shall be returned within
fifteen (15) days from notification of cancellation and no rental money shall be
due therefor. There shall be no obligation for LESSOR to return LESSEE's deposit
monies, if the failure of LESSEE to obtain the state bank charter was due to
negligence or a lack of due diligence on the part of the LESSEE. LESSEE agrees
to use due diligence in processing the state banking charter.
13. Nondisturbance and Attornment Agreement. It shall be a condition
precedent to the lease commencement date, and LESSEE's possession of the
premises as well as LESSEE's commencement of payment of rental, that LESSOR
shall have obtained a nondisturbance agreement from all mortgagees and senior
lessors of the property with respect to this Lease Agreement. The LESSEE shall
join in such nondisturbance agreement and shall agree to attorn to the holders
of any such mortgages or leases in the event they become the LESSOR under the
Lease. Such nondisturbance and attornment agreement shall be in a form
customarily used in Broward County, Florida.
-6-
14. Tenant Improvements and LESSEE Finish Credit and Allowance.
LESSOR grants unto LESSEE an interior LESSEE Finish Credit and Allowance equal
to Fifteen ($15.00) Dollars per rentable square foot of office space. LESSOR
shall pay to LESSEE's contractor its costs for constructing the tenant
improvements, within fifteen (15) days of demand, for work performed to the date
of such demand, it being understood that Landlord's maximum obligation to such
contractor shall be the sum of One Hundred Sixty-Two Thousand Seven Hundred
Four ($162,704.00) Dollars. All draw requests shall be approved by Landlord's
architect (solely for the purpose of verifying that the work has been completed
in accordance with the plans and specifications previously provided). Any excess
allowance not paid to the contractor shall be paid to the LESSEE within fifteen
(15) days from demand, provided that LESSEE's contractor has completed his work.
The LESSEE Finish Credit and Allowance referred to herein shall be in addition
to all existing improvements for air conditioning and bathroom facilities, which
have been furnished to the premises at LESSOR's expense.
The combined LESSEE Finish Credit Allowance contained under this Lease
Agreement as well as the Lease Agreement for the third floor may be allocated by
the LESSEE to the first floor premises and the third floor premises, as LESSEE,
in its sole discretion, deems fit. However, LESSEE shall cause the following
improvements to be included in the third floor premises: drop ceiling,
electrical fixtures, air conditioning duct work, perimeter dry wall, floor
coverings, white PVC vertical blinds. With respect to the white PVC vertical
blinds, same shall be installed on or before December 31, 1986.
LESSEE also agrees to pay for one-half (1/2) of the cost of vertical
blinds on the first floor window of the premises, LESSEE's share of such cost
not to exceed the sum of Five Hundred ($500.00) Dollars.
15. LESSOR has supplied LESSEE with a letter from LESSOR's engineers, a
copy of which is attached hereto as Exhibit D, confirming that the building's
construction is such as to accommodate the LESSEE's vault and LESSEE's
requirements for electrical and communication conduits. Further, electrical
lines have been installed in the building to the premises in accordance with the
plans and specifications prepared by Xxxx-Xxxxx & Associates dated December 15,
1984, revised September 12, 1985.
-7-
16. Security Deposit. The security deposit in the amount of Eight Thousand
Five Hundred ($8,500.00) Dollars shall be placed in the trust account of Xxxxxx
and Xxxxxxxx, P.A. This security deposit, if not otherwise returned to the
LESSEE pursuant to the terms of this Lease Agreement, will be applied in full
toward the first rental installments due under this Lease Agreement.
17. LESSEE's Right of First Refusal to Purchase the Property. From the
date of execution of this Lease Agreement by both parties hereto through
December 31, 1993, LESSEE shall have the right to purchase the property
described on the attached Exhibit "A" in accordance with the following:
A. In the event the LESSOR desires to sell the property described on
the attached Exhibit A, LESSOR shall first offer to sell same to the LESSEE at
the appraised value determined as follows: within fifteen (15) days from
notification to LESSEE, LESSEE shall select one MAI appraiser and LESSOR shall
select one MAI appraiser. The appraisers shall be given a period of not more
than sixty (60) days to arrive at an appraised value. If there is more than a
ten (10%) percent differential between the two appraisals, then the two
appraisers shall select a third appraiser, within five (5) days from the date of
determination of the differential. The third appraiser shall also be MAI
certified. The final appraised value, which shall be the sales price of the
property, shall be the average of the two appraisals which are closest in value.
A closing shall take place on or before sixty (60) days from the
date the appraised value is determined. Once the appraised value is determined,
the parties shall enter into a contract using the form then promulgated by the
South Broward Bar Association, or if such form is not available, then by the
Broward County Bar Association. Unless agreed otherwise, the purchase price
shall be on an "all cash" basis.
In the event LESSEE fails to respond to LESSOR within the said
fifteen (15) day period, by selecting an appraiser, then LESSOR shall be free to
offer the property to third parties and list said property for sale.
B. If LESSOR should withdraw the property from the market, LESSOR is
not further obligated to offer the property for sale to LESSEE pursuant to the
appraisal method set forth in paragraph 17(A) should it desire to offer the
property for sale again, except that, in the event LESSOR has a bona fide offer
to purchase the property from a third party, then LESSEE shall
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have the option of purchasing said property upon the same terms and conditions
as offered by the third party. In the event that LESSOR receives a third party
offer, then LESSOR shall submit a copy of same to LESSEE, who shall have fifteen
(15) days from the date of its receipt of same within which to exercise its
right of first refusal to purchase the property. LESSEE's exercise must be in
writing and delivered to LESSOR within the aforementioned fifteen (15) day
period, or LESSOR shall be free, without further notice to LESSEE, to consummate
the transaction with the third party. In the event that LESSEE elects to
purchase the property, then LESSEE and LESSOR shall enter into a contract for
the purchase of the property upon the same terms and conditions as contained in
the third party offer, or failing that, LESSOR and LESSEE shall proceed to
closing based upon the terms of the third party offer. In the event that LESSEE
does not so desire to purchase the building, then the LESSEE shall proceed to
closing with the third party offeror.
From and after five (5) years from the commencement date of
the lease term, it is understood that once LESSOR either desires to sell the
property and offers to sell same to the LESSEE, in accordance with the appraisal
method referred to above in subparagraph A herein, or once LESSOR has a bona
fide offer to purchase the property from a third party as referred to in
subparagraph B herein, whichever shall first occur, then if LESSEE shall refuse
to exercise its right to purchase the property in either of the aforementioned
two instances, then LESSOR shall not be further obligated to offer the property
for sale to the LESSEE.
It is the expressed intent of the parties hereto that such
third party offer be a "bona fide" offer and as used herein, "bona fide" shall
mean a valid and "arm's length" offer which is accepted by the LESSOR and which
closes in accordance with the terms of the offer.
Upon execution of this Lease Agreement by both parties hereto,
a memorandum, in recordable form, executed by both the LESSOR and LESSEE shall
be recorded in the Public Records of Broward County, Florida against the
property, indicating that there is a Lease existing between the parties which
contains the right of first refusal to purchase the property described in
subparagraphs A and B herein. Once the right of first refusal has been
terminated in accordance with the terms of this paragraph 17, then at the
-9-
LESSOR's request, LESSEE shall join in a written recordable document evidencing
the termination of LESSEE's right of first refusal.
18. LESSOR's and LESSEE's Consent Not To Be Unreasonably Withheld.
Wherever in this Lease, LESSOR or its agents (including LESSOR's architect) or
employees, or LESSEE or its agents or employees, shall have the right to approve
any plans and specifications of the other, or with respect to any issue as to
which LESSOR or LESSEE has the right to approve, such approval shall not be
unreasonably withheld. Further, either party shall grant approval or set forth
in writing its denial of same, within fifteen (15) days of receipt of request
for approval, or the failure to so respond within the aforementioned fifteen
(15) day period shall be deemed an approval by the nonresponding party.
19. With respect to paragraph 17 of the Lease Agreement, LESSOR, its
agents or representatives shall not be entitled to enter upon or view any part
of the premises which are deemed to be of a confidential and secured nature by
LESSEE, including, but not limited to, LESSEE's vault, safe deposit boxes, the
area behind the teller line and the like. The LESSOR shall only be entitled to
enter the demised premises upon reasonable notice and at reasonable times, with
the exception of emergency situations, and will do so in a Manner not to
disturb the operation of the LESSEE's business.
20. With respect to paragraph 50(a) of the Lease Agreement, the LESSOR
agrees to subordinate the LESSOR's lien to any institutional lender or a vendor
in order to finance the purchase of new or used equipment or fixtures. LESSOR
shall execute such documents within fifteen (15) days from request by LESSEE to
evidence this subordination.
21. Notwithstanding anything to the contrary which may be contained in the
Lease Agreement, the LESSOR shall indemnify and hold the LESSEE harmless for any
acts or negligence or omissions committed by the LESSOR, its agents and/or
employees.
22. Notwithstanding anything to the contrary that may be contained in the
Lease Agreement, the LESSOR may not enter the premises by force, but may do so
only with legal process or in the event that the premises have been abandoned by
the LESSEE.
-10-
23. Notwithstanding anything to the contrary that may be contained in the
Lease Agreement, in the event of any litigation arising out of the Lease
Agreement, the prevailing party shall be entitled to reimbursement from the
non-prevailing party of all of the prevailing party's reasonable costs and
attorneys' fees, incurred at both the trial and appellate levels.
24. At the expiration or termination of this Lease, LESSEE shall be
entitled to remove any and all of its moveable trade fixtures, equipment,
machinery (including the vault), furniture and all other personal property owned
by LESSEE. In so removing the aforementioned property, LESSEE agrees to restore
the premises to good condition, ordinary wear and tear accepted, in the event
the removal creates any damage to the building structure.
25. In the event the Comptroller of the State of Florida requires
amendments to the Lease Agreement as entered into between the parties hereto,
then LESSOR agrees to promptly execute such Addendum. However, in no event,
shall LESSOR be obligated to enter into an Addendum which changes the business
terms of the Lease, such as the square footage, the amount of rental, the
operating expenses or the term.
26. With respect to paragraph 24 of the Lease Agreement, in the event that
the insurance proceeds received by LESSOR as a result of the casualty are not
sufficient to restore the building and the shell improvements, as originally
installed by the LESSOR, then if LESSOR or LESSEE do not agree to supply the
balance of the proceeds, at the election of either party, this Lease shall be
terminated, such termination to be effective thirty (30) days from the
nonterminating party's receipt of such notice.
27. With respect to paragraph 25 of the Lease Agreement, LESSEE shall be
entitled to file an action for damages against the condemning authority by
separate action, provided that such action does not result in a diminution of
the LESSOR's award.
28. Once the LESSEE has obtained its state charter to operate a state
bank, and has duly incorporated under the laws of the State of Florida, LESSEE
shall, by corporate resolution adopted by the then Board of Directors, ratify
this Lease Agreement and a certified copy of such resolution shall be
-11-
provided to LESSOR as soon as practicable after the Board of Directors meeting
at which such resolution was adopted.
IN WITNESS WHEREOF, the parties have set their hands and seals this
20th day of OCTOBER, 1986.
Signed, sealed and delivered LESSOR:
in the presence of:
SHERIDAN EXECUTIVE CENTRE,
a Florida general partnership
By: /s/ [ILLEGIBLE]
---------------------------- ------------------------------
---------------------------- LESSEE:
FLORIDA FIRST INTERNATIONAL BANK,
a Florida banking corporation
in organization
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------------- ------------------------------
/s/ [ILLEGIBLE]
-------------------------------
06/24UU:jac
#
-------------------
-12-
EXHIBIT "A"
LEGAL DESCRIPTION
That portion of Blocks 29 and 34 together with that portion of vacated Florida
Street (now known as Hood Street) all being a portion of "Hollywood Gardens"
according to the Plat thereof, as recorded in Plat Book 6, Page 21 of the public
Records of Broward County, Florida more particularly described as follows:
Commence at a point on the North line of xxx 00 xx xxxx Xxxxx 00, xxxx xxxxx
being 5.00 feet East of the West line of Lot 14; Thence Southerly along the line
5.00 feet East of the West line of lots 14 and 27, a distance of 187.00 feet to
the Point of Beginning; Thence continue along the Southerly extension of said
line 272.35 feet to a point on the North Right-Of-Way line of Sheridan Street;
Thence Easterly along said North Right-Of-way line 270.00 feet to a point on the
East line of lot 37 of said Block 34; Thence Northerly along the East line of
Lot 37 and Lot 4 and its Northerly extension 217.75 feet to a point in the
center line of the previously mentioned Florida Street; Thence Easterly along
Said center line 160.00 feet to a point on the Westerly Right-Of-Way line of X.
00xx Xxxxxx; Thence Northeasterly along said Right-Of-Way line by interior angle
of 113 degrees 30'00", 21.73 feet; Thence Northerly continuing along said
Right-Of-Way line by interior angle of 166 degrees 28'05", 33.00 feet to a point
being 187.00 feet South of the North line of said Block 29; Thence Westerly,
parallel with and 187.00 feet South of the North line of said Block 29, 444.21
feet to the Point of Beginning.
Said lands containing 1.88324 Acres.
SEC/0L/4:86
EXHIBIT "B"
Page 1 of 2
[FIRST FLOOR PLAN]
EXHIBIT "B"
Page 2 of 2
[THIRD FLOOR PLAN]
EXHIBIT "C"
1. Air conditioning equipment as shown on plans of Xxxx-Xxxxx and
Associates, Page A/C-1 dated 12/15/84, revised 9/12/85 and A/C-3 dated
12/15/84.
2. Poured concrete slab floor for suites 301 - 307, no concrete floor for
suite 104.
3. Bathroom (l) approximately 5 feet by 5 feet, Suite 104.
4. Electrical service to pannel box located in premises as shown plans
of Xxxx-Xxxxx and Associates, Page 1-2 dated 12/15/84 and revised
9/12/85, for suite 104.
5. Drive-in teller canopy (subject to revision by Xxxx-Xxxxx and
Associates and/or the City of Hollywood) as per plans of Xxxx-Xxxxx and
Associates dated 10/6/86.
EXHIBIT "D"
XXXX-XXXXX
associates inc
September 17th 1986.
Drs. Weil & Xxxxxx
c/o Paramount Realty
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxx 00000.
Re: Sheridan Office Building
Dear Doctors:
I have confirmed from our electrical and mechanical consultants that the
electrical service and air conditioning provided in the documents for tenant
space 104 has been designed for normal office occupancy. The building has
sufficient power to provide for any additional electrical service that the
detail design for a specific financial installation may require.
Further, the structural earthen embankment installed within this area has a safe
load capacity 3,500 P.S.F. established by the geotechnical engineer for this
project. This safe bearing value will permit the structural design that would be
required for the installation of normal vault construction.
Sincerely.
XXXX-XXXXX ASSOCIATES, INC.
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, P.E.
JGR/c
Architecture Engineering Land Planning Interior Design
000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 (305)920-4004 Miami (000)000-0000
