LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease"), is entered into and made effective as
of the 26 day of August, 1997 ("Effective Date"), by and between XXXXXXX BANK,
N.A. ("Landlord"), whose address is 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 000,
Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Property Management and CERTIFIED
DIABETICS, a Delaware corporation ("Tenant"), whose address is 0000 X&X
Xxxxxxxxx, Xxxxxx, Xxxxxxx 00000.
ARTICLE 1.
Premises and Possession
1.1. Premises. In consideration of the covenants, conditions,
agreements and stipulations contained in this lease agreement ("Lease"),
Landlord does hereby lease unto Tenant, and Tenant does hereby take and hire
from Landlord, that certain interior space consisting of approximately 12,539
square feet of rentable area ("Premises") *comprising a part of that certain
building located at 0000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000, more
particularly depicted on the sketch attached hereto as Exhibit A and
incorporated herein by reference ("Building").
1.2. Use of Additional Areas. The use and occupation by Tenant of the
Premises shall include a license for the non-exclusive use, in common with
others entitled thereto, of the Common Areas of the Building (as defined in
paragraph 1.3 hereof), and such other facilities as may be designated from time
to time by Landlord inclusive of the cafeteria area, subject, however, to the
terms and conditions of this Lease, and to the rules and regulations for the use
of the Common Areas, as prescribed from time to time by Landlord.
1.3. Common Areas Defined. All areas within the boundaries of the
Building which are not now or hereafter held for lease or occupation by
Landlord, or used by other persons entitled to occupy floor space in the
Building, including (without limiting the generality of the foregoing) all
customer and employee parking areas, and the driveways, entrances, and exits
thereto; truck ways; loading docks or facilities; package pick-up stations;
service roads, pedestrian sidewalks; ramps; landscaped areas; retaining walls;
exterior stairways; first-aid stations; comfort stations; bus stops; open and
enclosed courts and malls; cafeteria area; and other areas and improvements (as
such areas and improvements now exist, as shown on Exhibit A hereto, or as they
may hereafter be constructed or redesigned) which are provided by Landlord in or
near the Building for the general use, in common, by tenants, their officers,
agents, employees and customers, are referred to herein collectively as the
"Common Areas." The Common Areas shall at all times be subject to the exclusive
control and management of Landlord, and Landlord shall have the right, but not
the duty to police the Common Areas and to construct, maintain, repair and
operate the Common Areas. Landlord shall have the right, authority, duty and
obligation to employ all personnel to make all reasonable rules and regulations
pertaining to the proper operation and maintenance of the Common Areas.
* Personal property is identified in Exhibit E.
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1.4. Permitted Use. It is understood that the Premises are to be used
for the purpose of conducting and operating a diabetic supply distribution
company and for no other purpose. Tenant shall continuously occupy and use the
Premises for such purposes during the term hereof. At no time shall Tenant
abandon or leave vacant the Premises. All uses not specifically granted herein
are reserved to Landlord.
1.5. Landlord's Right To Inspect And Enter. Landlord shall have the
right, during normal business hours and other reasonable times during the term
of this Lease, to enter the Premises for the purpose of examining or inspecting
same and of making such repairs or alterations therein as Landlord shall deem
necessary.
1.6. Quiet Enjoyment. Landlord covenants and agrees that Tenant, on
promptly paying all rent and performing all covenants herein, shall and may
peaceably and quietly hold and enjoy the said Premises for the term aforesaid,
subject to the terms of this Lease.
1.7. Acceptance of Premises. Tenant agrees to accept the Premises
"AS-IS". Tenant shall acknowledge, and the taking of possession shall be
conclusive evidence, that the Premises are in good repair, tenantable condition,
in all respects satisfactory and acceptable to Tenant, and in the condition in
which they were represented to Tenant to be and/or agreed to be put in by
Landlord; and Tenant hereby releases Landlord from any and all claims arising
from any defect in the condition of the Premises, or from any defects in the
equipment, machinery or fixtures in or serving the Premises.
ARTICLE II.
Lease Term
2.1. Primary Term. Tenant shall have and hold the Premises for a term
commencing on the Effective Date and ending on the 15th day of December 1997, on
the terms and conditions as set forth herein.
2.2. Holdover. Any holding over by Tenant after the expiration of this
Lease shall be construed as a Tenancy at Sufferance, unless such occupancy is
with the written consent of Landlord, in which event Tenant will be a tenant
from month to month, upon the same terms and conditions of this Lease, except at
an agreed upon lease rate for such holdover period of twice the monthly rent per
month plus Additional Rent as set forth in Article III hereof. Acceptance by
Landlord of rent after such termination shall not constitute a renewal.
ARTICLE III.
Rents
3.1. Base Rent. Tenant shall pay to Landlord, on the first day of each
month (commencing September 1, 1997), in advance and at the address set forth
for notices under this Lease, or at such other address as Landlord shall, from
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time to time, designate by notice given to Tenant as hereinafter provided, as
rental for the Premises, in lawful money of the United States of America, a
rental of Thirty-five Thousand and No/100 Dollars ($35,000.00) payable in three
(3) equal monthly installments of Ten Thousand and No/100 Dollars ($10,000.00)
for the months of September, October, and November, and one (1) installment of
Five Thousand and No/100 Dollars ($5,000.00) for the month of December. In
addition to Rent, Tenant shall also pay to Landlord all sales tax, if any,
payable by Landlord as a result of the receipt of the Rent. Tenant agrees to pay
all Rent and all other charges under this Lease promptly as and when due. If any
payment of Rent due for a given month has not been paid in full prior to the
11th day of such month, then Landlord shall be entitled to a late charge for
loss of the money due, equal to the lesser of One Hundred Dollars ($100.00) or
five percent (5%) of the amount of the payment due for that month.
3.2. Sales and Use Tax. Any sales, use or other tax, excluding State
and/or Federal Income Taxes, now or hereafter imposed by the United States of
America, the State of Florida, or any political subdivision thereof, shall be
paid monthly or annually, as required, as Additional Rent by Tenant
notwithstanding the fact that such statute, ordinance or enactment imposing the
same may endeavor to impose the tax on Landlord, and Tenant's Base Rent shall be
increased by an amount sufficient to pay any such tax or taxes.
3.3. Expiration of Term. Tenant, at the expiration of the term hereof
shall deliver up the Premises in good repair and condition, reasonable use,
ordinary decay, wear and tear excepted.
3.4. Security Deposit. Landlord shall not require a security deposit of
Tenant so long as Tenant is not in default hereunder.
3.5. Insurance Premiums. In the event that Tenant's use of the Premises
or the Building increases the premium rate for insurance carried by Landlord,
Tenant shall pay Landlord as additional Rent, upon demand, the amount of such
premium increase.
3.6. Additional Rent. In addition to Base Rent, all other payments
required to be paid by Tenant under the provisions of this Lease shall be deemed
to be and become additional rent, whether or not the same be designated as such;
provided, however, all provisions dealing with abatement of rent shall be
construed to permit the abatement of Base Rent only, and not any other sums due
from Tenant to Landlord or third parties hereunder.
ARTICLE IV.
Condition of Premises/
Improvements and Tenant's Acceptance of Premises
4.1. Delivery of Premises (AS IS) by Landlord. Tenant shall receive
possession of the Premises on the commencement of the Term.
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4.2. Tenant Improvements. Tenant may commence to make those
improvements to the premises which are more particularly referenced on Exhibit B
("Tenant Improvements") on the Effective Date, subject to the provisions set
forth in the Lease. Tenant warrants and represents that such Tenant Improvements
as it shall make or cause to be made to the Premises as agreed between Landlord
and Tenant shall be made in a good and workmanlike manner in accordance with
applicable governmental requirements and without interference to any other
tenants located within the Building.
4.3. Alterations and Improvements After Initial Construction. Tenant,
at its cost and expense, may during the Term hereof make such repairs,
alterations and/or improvements in and to the Premises at it may determine to be
desirable for its use thereof; provided, that the prior written approval of
Landlord shall be obtained, on each occasion, before such work is commenced.
When so requested by Landlord, Tenant shall furnish detailed plans and
specifications to Landlord, prior to commencement of construction.
Notwithstanding the foregoing, Tenant shall not make or suffer to be
made any structural alterations, additions or improvements to or of the Premises
or any part thereof and may make non-structural alterations or improvements only
with the prior written consent of Landlord, which shall not be unreasonably
withheld. In the event Landlord consents to the proposed alterations, additions
or improvements, the same shall be at Tenant's cost and expense and Tenant shall
hold Landlord harmless on account of the cost thereof. Any such alterations
shall be made at such times and in such manner as not to unreasonably interfere
with the occupation, use and enjoyment of the remainder of the Building by the
other tenants thereof.
4.4. General Conditions. Landlord may require such insurance and such
protection against mechanics or similar liens as Landlord, in its sole judgment,
shall determine to be adequate and/or necessary. All such repairs, alterations
and/or improvement shall remain in or upon and be surrendered with the Premises
at the termination of this Lease.
Tenant acknowledges hereby that all partitions erected in the Premises;
all improvements affixed to the Premises; floor and wall coverings, and all
fixtures, machinery and equipment, including, but not limited to, heating and
air conditioning equipment, plumbing and electrical pipes, wiring connection and
fittings, which are necessary to the general operation and maintenance of the
Premises, shall become immediately and remain the property of Landlord without
compensation to Tenant whether owned by Landlord at the commencement of the
term, subsequently purchased or constructed by Landlord, or purchased or
constructed by Tenant in accordance with any of Tenants obligations under the
terms of this Lease. Specifically excluded from the foregoing are customarily
removable professional trade or business fixtures and equipment which are not
necessary for the general operation and maintenance of the Premises and which
are put in at the expense of Tenant, as well as movable furniture and other
movable personal property put in at the expense of Tenant, and such items shall
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be and remain the property of Tenant and may be removed by Tenant at termination
of this Lease. All the property removable pursuant to this paragraph shall be
removed on or before the last day of the term hereof or any extension thereof or
upon the earlier termination of such term, and all property not so removed shall
be deemed abandoned by Tenant to Landlord.
Tenant, prior to commencement of Tenant Improvements within the
Premises, shall secure all necessary permits, licenses, and governmental
approvals, copies of which shall be forwarded to Landlord's construction
coordinator immediately upon receipt thereof, and thereafter, Tenant shall, at
its expense, provide or cause to be provided, all materials and cause to be
performed all work necessary to finish the premises in accordance with Tenant's
plans and specifications as approved by Landlord.
Upon completion of Tenant Improvements, Tenant shall secure its
Certificate of Occupancy from the governmental authorities, a copy of which
shall be forwarded to Landlord immediately upon receipt thereof.
4.5. Mechanics Liens. TENANT HAS NO AUTHORITY TO CREATE ANY MECHANIC'S
LIEN FOR LABOR OR MATERIAL AGAINST THE BUILDING OR THE PREMISES (OR ANY PORTION
OF ANY OF THE FOREGOING). ALL PERSONS CONTRACTING WITH TENANT WHO FURNISH ANY
MATERIALS OR SERVICES TO THE PREMISES, AND ALL MATERIALMEN, CONTRACTORS AND
LABORERS, ARE HEREBY CHARGED WITH NOTICE THAT THEY MUST LOOK TO TENANT
PERSONALLY FOR PAYMENT FOR ANY SUCH WORK DONE OR MATERIAL FURNISHED DURING THE
TERM OF THIS LEASE AND TENANT COVENANTS TO DISCLOSE THE PROVISIONS HEREOF TO
SUCH PERSONS AS PROVIDED BY THE PROVISIONS OF FLA. STATS. ss.713.10 ("STATUTE").
Tenant agrees to execute a memorandum of this lease in recordable form such that
same may be recorded among the public records of the county in which the
Premises are located to effectively place the public on notice of the provision
herein contained as contemplated by the Statute.
Tenant shall not permit any mechanics or similar liens to remain upon
the Premises for labor or material furnished to Tenant or claimed to have been
furnished to Tenant in connection with work of any character performed or
claimed to have been performed on the Premises, at the direction or with the
consent of Tenant, whether such work was performed or materials furnished before
or after the commencement of the term of this Lease. Tenant may, however,
contest the validity of such lien or claim; provided, Tenant shall give to
Landlord reasonable security to insure payment and to prevent any sale,
foreclosure or forfeiture of the Premises by reason of such non-payment, if
required by Landlord. Upon a final determination of the validity of any such
lien or claim, Tenant shall immediately pay any judgment or decree rendered
against Tenant or Landlord, including but not limited to, all proper costs and
charges, including reasonable attorneys' fees, and shall cause such lien to be
released of record without costs to Landlord.
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ARTICLE V.
Common Areas; Common Area Maintenance
5.1. Common Areas; Control. "Common Areas" shall consist of all parts
of the (Center) (Building) not under lease exclusively to Tenant hereunder or to
other tenants, including, but not limited to, parking areas, access roads and
facilities, driveways, sidewalks, and other walkways, stairways, loading areas,
mall (if any), landscaped areas, utilities, and such other areas and
improvements provided for common use and benefit. Landlord and Tenant, and their
customers, invitees, officers, employees, agents, tenants, sublessees,
licensees, concessionaires and contractors shall have common and non-exclusive
rights to the use of said common areas, subject, however, to Landlord's
exclusive right to establish, modify, and enforce reasonable rules and
regulations with respect to all common areas and facilities; to construct,
maintain and operate lighting facilities on all said areas and improvements; to
police same; from time to time to change the area, level, location and
arrangement of parking areas and other facilities; to restrict parking by
tenants, their officers, employees, agents, sublessees, licensees,
concessionaires and contractors to employee parking areas; to close all or any
portion of said areas or facilities to such extent as may, in the opinion of
Landlord's counsel, be legally sufficient to prevent a dedication thereof or the
accrual of any rights to any person or the public therein; to close temporarily
all or any portion of the parking areas or facilities; to discourage
non-customer parking; and to do and perform such other acts in and to said areas
and improvements as, in the use of good business judgment, Landlord shall
determine to be advisable with a view to the improvement of the convenience and
use thereof by tenants, their officers, agents, employees and customers.
Landlord will operate and maintain the common facilities referred to above in
such manner as Landlord, in its sole discretion, shall determine from time to
time. Without limiting the scope of such discretion, Landlord shall have the
full right and authority to employ all personnel and to make all rules and
regulations pertaining to and necessary for the proper operation and maintenance
of the common facilities.
5.2. Common Area Maintenance. Landlord shall be responsible for the
lighting of the common areas, and for the maintenance of the common areas.
ARTICLE VI.
Damage by Fire or Other Casualty
6.1. Notice. Tenant shall give immediate written notice to Landlord of
any damage caused to the Premises or the Building by fire or other casualty.
If the Premises are damaged by fire or other casualty, Landlord will
promptly repair the damage and restore the Premises to its condition as of the
date possession is delivered to Tenant, but only to the extent that the cost of
such repairs is within available insurance proceeds. If the reasonable time for
completing any such restoration or repair is ninety (90) days or longer, either
party shall have the option to terminate this Lease Agreement by giving notice
of termination to the other party. That notice shall be given within fifteen
(15) days after the date of the casualty. If the damage or destruction to the
Premises or the Building is so substantial that it has effectively destroyed the
Premises totally, Landlord may, at its sole option, terminate the Lease by
giving written notice to Tenant within fifteen (15) days after the date of the
casualty. If the Premises are damaged by fire or other casualty, the rent shall
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xxxxx until the Premises are restored or until the Lease is terminated in
accordance with this paragraph. The abatement shall be in proportion to the
impairment of the use that Tenant can reasonably make the Premises. Landlord
shall not be liable for any inconvenience or interruption of business of Tenant
occasioned by fire or other casualty.
6.2. Tenant's Improvements And Property. Tenant shall be responsible
for securing such insurance as it deems appropriate to indemnify it for any
casualty or fire damage to improvements made by it to the Premises or to any
personal property located within the Premises.
ARTICLE VII.
Eminent Domain
If any part of the Premises is taken by eminent domain, Landlord may,
at its sole option, terminate the Lease by giving written notice to Tenant
within forty-five (45) days after the taking, or if by reason of any such
taking, Tenant's operation on the Premises is prohibited or commercially
impractical, Tenant shall have the option to terminate this Lease Agreement by
giving written notice to Landlord within forty-five (45) days after the taking,
and the rent will be adjusted as of the date of the notice. If the Premises are
damaged or if access to the Premises is materially impaired by reason of such
taking and neither Landlord nor Tenant elects to terminate this Lease Agreement,
Landlord will promptly rebuild or repair the damage to the extent possible
within the limitations of the available condemnation awards. All condemnation
awards belong to Landlord, except that specifically awarded to Tenant for its
separate property and fixtures.
Tenant shall not be entitled to claim, or have paid to Tenant, any
compensation or damages whatsoever for or on account of any loss, injury, damage
or taking of any right, interest, or estate of Tenant, and Tenant hereby
relinquishes and hereby assigns to Landlord any rights to any damages, but
Landlord shall be entitled to claim and have paid to it for the use and benefit
of Landlord all compensation and damages for and on account of or arising out of
such taking or condemnation without deduction from the amount thereof for and on
account of any right, title, interest, or estate of Tenant in or to said
property, and Tenant, upon request of Landlord, shall execute any and all
releases or other documents as shall be required by such public or quasi-public
authority; provided, however, Tenant shall have the right to make its claim for
its fixtures and moving expenses to the extent such damages are allowable, and
may secure such other redress and benefits from the condemning authorities as it
is entitled to so long as the same does not lessen or in any way diminish
Landlord's awards.
ARTICLE VIII.
Indemnity and Insurance
8.1. Indemnity. Tenant will save Landlord harmless and indemnify
Landlord from and against any and all claims, actions, damages, liability and
expenses in connection with loss of life, personal injury or loss or damage of
whatever nature including property damage (i) caused by or resulting from, or
claimed to have been caused by or to have resulted from, wholly or in part, any
act,
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omission or negligence of Tenant or anyone claiming under Tenant (including, but
without limitation, subtenants, concessionaires, agents, employees, servants and
contractors of Tenant or its subtenants or concessionaires), no matter where
occurring, or (ii) occurring in, upon, or at the Leases Premises, no matter how
caused or (iii) arising out of the occupancy or use by Tenant of the Premises or
any part thereof. This indemnity and hold harmless agreement shall include
indemnity against all costs, expenses and liabilities incurred in connection
with any such injury, loss or damage or any such claim, or any proceeding
brought thereon or the defense thereof. If Tenant or anyone claiming under
Tenant or the whole or any part of the property of Tenant shall be injured, lost
or damaged by theft, fire, water or steam or in any other way or manner whether
similar or dissimilar to the foregoing, no part of said injury, loss or damage
is to be borne by Landlord or its agents. Tenant agrees that Landlord shall not
be liable to Tenant or anyone claiming under Tenant for any injury, loss or
damage that may be caused by or result from the act, omission, default or
negligence of any persons occupying adjoining premises or any other part of the
Building. In case Landlord shall, without fault on its part, be made a part to
any litigation commenced by or against Tenant, Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorney's
fees incurred or paid by Landlord in connection with such litigation. Tenant
shall also pay all costs, expenses and reasonable attorney's fees that may be
incurred or paid by Landlord in enforcing the covenants and agreements in this
Lease. Tenant shall not be required to indemnify Landlord for Landlord's own
acts of negligence or willful misconduct.
8.2. Release of Landlord. All property of any kind that may be in, on,
or at the Premises shall be at the sole risk of Tenant, or those claiming
through or under Tenant. Unless caused by the intentional acts or negligence of
Landlord, its employees, or contractors, Landlord shall not be liable to Tenant,
or to any other person or entity, for damage, loss or injury, either to person
or persons or property; or for the loss of property sustained by Tenant, or by
any other person, persons or entities in or upon the Premises; or due to the
equipment, fixtures, appliances or machinery in or upon the Premises, or the
halls, passageways, areas, area-ways, sidewalks or streets adjoining or
appurtenant to the Premises being or becoming out of repair or defective; or due
to the happening of any accident, however occurring; or due to any act or
neglect of Tenant, of any other tenant or occupant of the Center, or of any
other person, persons or entities; or due to water, snow, rain, backing up of
water mains or sewers, frost, steam, sewage, illuminating gas, sewer gas, odors,
electricity or electric current, bursting, stoppage or leaking of pipes,
radiators, plumbing, sinks and fixtures in or about the Premises or the Center;
or due to the use or misuse of any instrumentality or agency in or connected
with the Premises or the center; or due to any nuisance made or suffered thereon
or therein.
8.3. Insurance. Tenant will maintain public liability insurance with
respect to the Premises, naming Landlord and Tenant as insured, with a combined
single limit of not less than One Million Dollars ($1,000,000) on an occurrence
basis with respect to both bodily injury and property damage. Tenant shall
deliver to Landlord a Certificate of Insurance at least fifteen (15) days prior
to the commencement of the term of this Lease and a renewal Certificate at least
fifteen (15) days prior to the expiration of the Certificate it renews. Said
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Certificate must provide for thirty (30) days notice to Landlord in event of
material change or cancellation. Tenant also agrees to maintain during the term
hereof, broad form coverage on Tenant's personal business property and
improvements and betterment.
8.4. Waiver of Subrogation. Neither party shall be liable to the other
for loss or damage caused by fire or any other peril insured against under
standard extended coverage insurance even though the loss of or damage is caused
by the party's negligence. Each insurance policy carried by Landlord and Tenant
in accordance with this paragraph shall contain a provision by which the
insurance company shall waive all right of recovery by subrogation against the
other party for loss or damage to the insured property.
ARTICLE IX.
Default
9.1. Events of Default. The happening of any one or more of the
following listed events shall constitute a breach of this Lease Agreement on the
part of Tenant:
(a) The failure of Tenant to pay any rent payable under this
Lease Agreement by the due date thereof;
(b) Tenant fails to perform any other duty or obligation
imposed by this Lease or of the Rules and Regulations and the default
continues for a period of fifteen (15) days after written notice is
given to Tenant by Landlord; provided, however that if performance or
compliance cannot reasonably be accomplished within that fifteen (15)
day period, this condition of default shall not become an Event of
Default if Tenant shall have commenced a good-faith curing of such
condition of default within that fifteen (15) day period and diligently
proceeds to cure the condition of default within, but in no event later
than sixty (60) days after the above written notice is given;
(c) The filing by or on behalf of Tenant or any guarantor of
this lease of any petition or pleading to declare any such party a
bankrupt or the adjudication in bankruptcy of Tenant or any guarantor
of this lease under any bankruptcy law or act;
(d) The appointment by any court or under any law of a
receiver, trustee, or other custodian of the property, assets, or
business of Tenant or any guarantor of this lease;
(e) The assignment by Tenant or any guarantor of this lease of
all or any part of its property or assets for the benefit of its
creditors; or
(f) The levy, execution, attachment or other taking of
property, assets or of the leasehold interest of Tenant by process of
law or otherwise in satisfaction of any judgment, debt or claim or the
abandonment of the Premises by Tenant.
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9.2. Remedies. Upon the happening of any event of default, Landlord, if
it shall so elect, may pursue any one or more of the following remedies,
successively or concurrently: (i) collect each installment of rental when the
same matures; (ii) accelerate rents for the remainder of the term of this Lease;
(iii) enter the Premises without process of law and terminate Tenant's
possession without being liable for any prosecution therefor, and re-lease the
Premises to any person, firm, or corporation, and upon such terms and conditions
as Landlord may deem advisable, as agent of Tenant or otherwise, for whatever
rent it can obtain; or (iv) pursue any other remedy provided at law or in
equity. Tenant shall remain liable for the rent reserved herein, and all other
obligations hereunder. Landlord shall apply the proceeds of such re-leasing (i)
first to the payment of expenses that Landlord may incur in the entering and
re-leasing, and (ii) then to the payment of the rent due by Tenant and the
fulfillment of Tenant's covenants and obligations hereunder. In the case of any
deficiency, Tenant shall remain liable. Tenant hereby waives service of any
demand for payment of rent or notice to terminate or demand for possession of
the Premises, including any and all other forms of demand and notice described
by laws.
9.3. Additional Security. [Section deleted in entirety.]
9.4. No Waiver by Landlord. Nothing herein contained shall be deemed to
be a waiver by Landlord of its statutory lien to rent, and the remedies, rights
and privileges of Landlord in the case of default of Tenant as set forth above
shall not be exclusive, and in addition thereto Landlord may also exercise and
enforce all its rights at law or in equity which it may otherwise have as a
result of Tenant's default hereunder.
ARTICLE X.
Miscellaneous
10.1 Successors and Assigns. This Lease shall bind and inure to the
benefit of the successors, heirs and assigns of the parties hereto.
10.2. Construction of Language. Words of any gender used in this Lease
shall be held to include any other gender, and words in singular number shall be
held to include the plural when the sense requires. The paragraph headings and
titles are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.
10.3. Assignment and Sublease. Tenant shall not, voluntarily or by
operation of law, encumber, hypothecate, mortgage, or assign this Lease
Agreement or sublet the Premises without the prior written consent of Landlord,
which consent shall not be arbitrarily withheld, although Landlord shall have
the unconditional right to terminate this Lease rather accept any assignment or
sublease. No assignment or subletting to any banking, brokerage, trust company
or financial services company will be permitted under any circumstances. No
assignment shall relieve Tenant of its obligations under this Lease Agreement.
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Any sale of Tenant's business, or if Tenant is a corporation or
partnership, then any transfer of this Lease by merger, consolidation or
liquidation, or any change in ownership of the shares of voting stock or
interest in Tenant so as to result in a change of the present effective voting
control of Tenant by the person, person and/or entity owning a majority of said
interest on the date of this Lease, shall constitute an assignment of this
Lease, and, as such, shall require the prior written consent of Landlord, which
consent shall not be unreasonably withheld provided that Tenant uses its best
efforts to give Landlord timely and adequate notice prior to the closing of said
transfer or change in ownership. Notwithstanding the above, the anticipated
public stock offering shall not constitute a change in ownership as identified
in this paragraph.
10.4. Subordination. This Lease shall be subject and subordinated at
all times to the terms of any ground or underlying leases which now exist or may
hereafter be executed affecting the Premises under which Landlord shall claim,
and to the liens of any mortgages or deeds of trust in any amount or amounts
whatsoever now existing or hereafter encumbering the Premises, without the
necessity of having further instruments executed by Tenant to effect such
subordination. Notwithstanding the foregoing, Tenant covenants and agrees to
execute and deliver upon demand such further instruments evidencing such
subordination of this Lease to such ground or underlying leases and to the lien
of any such mortgages or deeds of trust as may be requested by Landlord and if
Tenant shall fail to do so within ten (10) business days of Landlord's request,
Landlord is hereby granted an irrevocable power of attorney to execute such
instruments in the name of Tenant as the act and deed of Tenant, and this
authorization is hereby declared to be coupled with an interest and not
revocable. In the event of termination for any reason whatsoever of any
underlying lease or in the event any holder of a mortgage or deed of trust
acquires title to the Premises, whether by foreclosure, deed in lieu thereof or
otherwise, Tenant shall automatically be and become Tenant of such underlying
Landlord and shall attorn to such underlying Landlord at his request or at the
option of any first mortgagee or deed of trust holder. Notwithstanding the
foregoing, so long as Tenant hereunder shall pay the rent reserved and comply
with, abide by and discharge the terms, conditions, covenants, and obligations
on its part to be kept and performed hereunder and shall attorn to the successor
in title, the peaceable possession of Tenant in and to the Premises for the term
of this Lease shall not be disturbed.
10.5. Notices. For purpose of notice or demand, the respective parties
shall be served by certified or registered mail, addressed to Tenant at the
Premises with a copy to Gudron Xxxxx Xxxxxx, Esq., 000 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxx 00000, or, if addressed to Landlord as shown on page one hereof with a
copy sent to Xxxxxxxx X. Xxxxxx, Esquire, Brant, Moore, Xxxxxxxxx & Xxxxx, P.A.,
Suite 3100 - Xxxxxxx Center, 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000.
10.6. Ordinances and Regulations. Tenant hereby covenants and agrees to
comply with all the rules and regulations of the Board of Fire Underwriters,
Officers or Boards of the City, County or State having jurisdiction over the
Premises, and with all ordinances and regulations or governmental authorities
applicable to, including without limitation, the Americans with Disabilities
Act, the Premises, at Tenant's sole cost and expense.
11
10.7. Americans With Disabilities Act Compliance. Responsibility for
compliance with the requirements of Americans With Disabilities Act ("ADA") and
its Florida counterparts are to be allocated, for the purposes of this Lease, as
follows: Landlord shall be responsible for compliance in the parking areas, in
those areas of the Building occupied by those tenants which are Xxxxxxx
affiliates, and within the Leased premises only to the extent of the actual
construction of improvements by it. Tenant shall be responsible for compliance
with the ADA in its occupation, use, and operation of the Leased Premises and
additionally to the extent of any improvements, alterations, or remodeling
constructed by Tenant within the Leased Premises. Landlord and Tenant covenant
with each other that their occupation, use, and operation of the areas of the
Building which they occupy shall be in compliance with the requirements of the
ADA.
10.8. Hazardous Waste. Tenant convenants and agrees with Landlord that,
throughout the term of the Lease: (a) all hazardous or toxic substances, within
the definition of any applicable statute or regulation, which may be used by any
person for any purpose upon the Premises or the Building, shall be used or
stored thereon only in a safe and approved manner, in accordance with all
industrial standards and all laws, regulations and requirements for such storage
promulgated by any applicable governmental agency or authority; (b) neither the
Premises nor the Building will be used for the purpose of storing such
substances; and (c) no such storage or use will otherwise be allowed on the
Premises or the Building which will cause, or which will increase the likelihood
of causing, the release of such hazardous or toxic substances onto the Premises
or the Building. Tenant hereby agrees to indemnify and save and hold Landlord
harmless of and from all loss, cost (including reasonable attorneys' fees),
liability and damage whatsoever incurred by Landlord arising out of or by reason
of any violation of any applicable statute or regulation for the protection of
the environment which occurs upon the Premises or the Building, or by reason of
the imposition of any governmental lien for the recovery of environmental
clean-up costs expended by reason of such violation; provided, however, that to
the extent that Landlord is strictly liable under any such statute or
regulation, Tenant's obligation to Landlord under this indemnity shall likewise
be without regard to fault on the part of Tenant with respect to the violation
of law which results in liability to Landlord. A default under this paragraph
shall constitute an event of default under this Lease.
Alternate: Tenant shall provide, at its expense, during the full term
of this Lease and any extension or renewal thereof, a sign or signs, the form,
size, and placement of which shall be agreed to in writing by Landlord and
Tenant, prior to installation by Tenant, and signage shall be harmonious to the
general exterior architectural building treatment of the Building. Tenant shall
submit for Landlord's approval, detailed drawings including measurements,
colors, size of letters, type style, illumination, etc., of Tenant's proposed
signage. Tenant shall not erect, install, place or cause to be erected,
installed, or placed, any additional signs, temporary signs, banners, awnings,
canopies, pennants, lettering, placards, decorations or advertising media of any
type on the exterior of the Premises without obtaining, on each occasion, the
prior written consent of Landlord. Tenant shall have no right to erect any sign
of any kind or nature which advertises a business or product other than
Tenant's. Tenant shall not erect, install, place or cause to be erected,
installed or placed any lettering, placards, decorations, or advertising media
of any type in the windows of the Premises which Landlord, in its sole opinion,
considers to be distasteful or defacing, and Tenant, if so requested by
12
Landlord, shall remove forthwith such material from the windows of the Premises.
All signs, and all materials placed in the windows of the Premises, shall be
maintained in such a manner so as to be sightly and in good condition and
repair. Notwithstanding the above, Tenant shall be allowed to place a sign
exhibited in Exhibit A attached.
10.9. Utilities and Services.
(a) Utilities. So long as Tenant is not in default under any
of the covenants of this Lease Agreement, Landlord shall furnish and
maintain (i) heat and air conditioning, Monday through Friday, during
normal business hours (8:00 a.m. to 6:00 p.m.) and at such other times
as Landlord in its sole discretion deems necessary for normal office
occupancy; (ii) in common areas, water for drinking fountain and toilet
and lavatory purposes only; (iii) fluorescent ceiling lighting fixtures
which will make available to Tenant light at desk levels similar to
that furnished other lessees in the Building; and (iv) electricity for
light and ordinary office purposes.
(b) Use of Utilities by Tenant. Tenant agrees to exercise due
care and prudence in the use of utilities at all times, and to comply
with all Federal, State and local guidelines concerning same. Landlord
in furnishing the foregoing services does not contemplate occupancy
involving extraordinary consumption of electricity or generation of
heat affecting temperatures otherwise normally maintained by the air
conditioning system. Landlord reserves the right to discontinue
temporarily any of the aforesaid services where necessary by reason of
accident, need for repairs, strikes, labor disputes, or the necessity
for alterations or improvements requested by Tenant or causes beyond
Landlord's control. Landlord shall not be liable for damages for such
discontinuance and there shall be no abatement or reduction in rent
unless Landlord fails to take reasonable action to restore such
services.
10.10. Parking Spaces. Usage of any parking areas shall be in
accordance with the Rules and Regulations attached as Exhibit C, as amended from
time to time. Invitees of Tenant will have the right to use the visitors parking
areas as established by Landlord from time to time.
10.11. Relationship of the Parties. Nothing herein contained shall be
deemed or constituted as creating the relationship of principal and agent or of
partnership or joint venture between the parties hereto; it being understood and
agreed that neither the method of computing rent nor a provision contained
herein nor any acts of the parties hereto shall be deemed to create any
relationship between the parties other than that of Landlord and Tenant.
10.12. Accord and Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than the Rent herein stipulated shall be deemed to
be other than on account of the earliest stipulated Rent nor shall any
13
endorsement or statement on any check or letter accompanying any check or
payment of Rent be deemed in accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such Rent or pursue any other remedy provided for in this Lease or
available at law or in equity.
10.13. Limitation on Liability of Landlord. It is specifically
understood and agreed that there shall be no personal liability on Landlord with
respect to any other convenants, conditions, or provisions of this Lease and in
the event of a breach or default by Landlord or any of its obligations under
this Lease, Tenant shall look solely to the equity of Landlord in the Building
and Premises for the satisfaction of Tenant's remedies.
10.14. Entire Agreement. It is agreed between the parties that neither
Landlord nor Tenant nor any of their agents have made any statement, promises or
agreements verbally or in writing in conflict with the terms of this Lease
Agreement. Any and all representations by either of the parties or their agents
made during negotiations prior to the execution of this Lease Agreement and
which representations are not contained in the provisions hereof shall not be
binding upon either of the parties hereto. It is further agreed that this Lease
Agreement contains the entire agreement between the parties and no rights are to
be conferred upon either party until this Lease Agreement has been executed by
Tenant and Landlord.
10.15. Modification. No modification, alteration or amendment to this
Lease Agreement shall be binding unless in writing and executed by the parties
hereto, their heirs, successors or assigns.
10.16. Provisions Severable. If any term or provision of this Lease
Agreement or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease Agreement or
the application of such term or provision to persons or circumstances other
than those to which it is held invalid or unenforceable shall not be affected
thereby and each term and provision of this Lease Agreement shall be valid and
be enforced to the fullest extent permitted by law.
10.17. No Recording. This Lease Agreement shall not be recorded in the
public records without Landlord's prior written consent.
10.18. Law and Venue. This Lease Agreement shall be enforced in
accordance with the laws of the State of Florida. The agreed upon venue is
Xxxxxxx County, Florida.
10.19. Waiver. The receipt of rent by Landlord with knowledge of any
breach of this Lease by Tenant or of any default on the part of Tenant in the
observance or performance of any of the obligations or convenants of this Lease,
shall not be deemed to be a waiver of any provisions of this Lease. No failure
on the part of Landlord to enforce any obligation or convenant herein contained,
nor any waiver of any right hereunder by Landlord, unless in writing, shall
discharge or invalidate such obligation or convenant or affect the right of
Landlord to enforce the same in the event of any subsequent breach of default.
14
The receipt by Landlord of any rent or other sums of money or other
consideration hereunder paid by Tenant after the termination, in any manner, of
Tenant's right of occupancy or of the term herein demised, or after giving by
Landlord of any notice hereunder to effect such termination, shall not
reinstate, continue or extend the term hereof, or Tenant's right of occupancy,
or in any manner impair the efficacy of any such notice of termination as may
have been given hereunder by Landlord to Tenant prior to the receipt of any such
sum of money or other consideration, unless so agreed to in writing and signed
by Landlord. Neither the acceptance of keys nor any similar act or thing done by
Landlord, during the term hereof, shall be deemed to be a release of Tenant from
its obligations hereunder, excepting only an agreement, in writing, signed by
Landlord.
10.20. Rules and Regulations. The Rules and Regulations pertaining to
the Building, attached hereto as Exhibit C, and all Rules and Regulations which
Landlord may hereafter from time to time adopt and promulgate for the management
of the Property, are hereby made a part of this Lease Agreement and shall,
during the term of this Agreement be in all respects observed and performed by
Tenant and Tenant's employees, servants, agents, invitees and guests. Tenant
agrees to abide by, uphold and fully comply with the Rules and Regulations as
shown on Exhibit C and with such reasonable modifications thereof and additions
thereto as Landlord may make. Insofar as the attached Standard Rules and
Regulations conflict with any of the terms and provisions of this Lease
Agreement, the terms and provisions of this Lease shall control. Tenant further
agrees that Landlord shall have the right to waive any or all such rules in the
case of any one or more tenants in the Property without affecting Tenant's
obligations under this Lease and the Rules and Regulations and that Landlord
shall not be responsible to Tenant for the failure of any other tenant to comply
with the Rules and Regulations. Any written waiver given by Landlord to any
Building tenants other than those occupying ground-floor space shall also apply
to Tenant.
10.21. Certain Rights Reserved to Landlord. Landlord reserves the
following rights:
(a) To [Deleted]
(b) [Deleted]
(c) To designate all sources furnishings sign painting and
lettering, ice, drinking water, towels, toilet supplies, shoe shining,
vending machines, mobile vending service, catering, and like services
used in or on the Building.
(d) To constantly have pass keys to the Premises.
(e) [Deleted]
(f) At any time in the event of an emergency, and otherwise at
reasonable time, to take any and all measures, including inspections,
repairs, alterations, additions and improvements to the Premises or to
15
the Building, a may be necessary or desirable for the safety,
protection or preservation of the Premises or the Building or
Landlord's interests, or as may be necessary or desirable in the
operation or improvement of the Building in order to comply with all
laws, orders and requirements of governmental or other authority.
(g) To install vending machines of all kinds in the Premises,
and to provide mobile vending service therefore, and to receive all of
the revenue derived therefrom, provided, however, that no vending
machines shall be installed by Landlord in the Premises nor shall any
mobile vending service be provided therefor, unless Tenant so requests.
It is understood that Landlord shall have the right but not the
obligation to so install vending machines.
(h) [Deleted]
10.22. Estoppel Certificate by Tenant. Tenant agrees that from time to
time upon not less than ten (10) days prior request by Landlord, Tenant will
deliver to Landlord a statement in writing certifying (i) that this Lease is
unmodified and in full force and effect (or if there have been modifications
that the same are in full force and effect as modified and identifying the
modifications); (ii) the dates to which the rent and other charges have been
paid; and (iii) that, so far as the person making the certificate knows,
Landlord is not in default under any provision of this Lease; and, if Landlord
is in default, specifying each such default of which the person making the
certificate may have knowledge; and (iv) such other information as Landlord may
request, it being understood that any such statement so delivered may be relied
upon by any Landlord under any ground or underlying lease, or any prospective
purchaser, mortgagee, or any assignee of any mortgage on the property.
10.23. Radon Gas Disclosure. Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county health unit.
10.24. Waiver of Jury Trial. BY ACCEPTANCE HEREOF, TENANT AND LANDLORD
AGREE THAT NEITHER LANDLORD NOR TENANT, NOR ANY OF GUARANTORS OR ANY ASSIGNEE,
SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF TENANT (ALL OF WHOM ARE HEREINAFTER
REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDINGS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR
ARISING OUT OF THIS LEASE OR ANY INSTRUMENT EVIDENCING, SECURING, OR RELATING TO
THIS LEASE ANY RELATED AGREEMENT OR INSTRUMENT, OR THE DEALINGS OR THE
RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE PARTIES
16
WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN
WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE
PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES WITH
LANDLORD, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. LANDLORD HAS
IN NO WAY AGREED WITH OR REPRESENTED TO ANY OF THE PARTIES THAT THE PROVISIONS
OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
17
IN WITNESS WHEREOF, Tenant and Landlord have caused this Lease to be
duly executed as of the date of this Lease, by their respective officers or
parties thereunto duly authorized.
Signed, sealed and delivered
in the presence of: XXXXXXX BANK, N.A.
/s/ Xxxxx X. Xxxx By: Xxxxxxx Xxxxx, Inc., attorney in fact
--------------------------------- for Xxxxxxx Bank, N.A. pursuant to
Print Name: Xxxxx X. Xxxx that certain Power of Attorney dated
as of March 1, 1992
/s/ Xxxxx Xxxxx
---------------------------------
Print Name: Xxxxx Xxxxx
Witnesses
By: /s/ Illegible
------------------------------
Print Name: Illegible
---------------------
Its: Transaction Officer
---------------------------------
"Landlord"
/s/ Illegible
--------------------------------- CERTIFIED DIABETICS, a Delaware
Print Name: Illegible corporation
/s/ Xxxxx X. Xxxx
--------------------------------- By:______________________________________
Print Name: Xxxxx X. Xxxx Print Name: Xxxxx Xxxxx
Its: V.P.
-----------------------------------------
"Tenant"
18
EXHIBIT A
Legal Description
(To be verified with Title Commitment and Survey, if any)
Xxxx 00 xxx 00, Xxxx Xxxxxx Xxxxxxxxxx Xxxx, recorded in Plat Book 10,
page 114, of the public records of Xxxxxxx County, Florida.
19
EXHIBIT B
DESCRIPTION OF TENANT IMPROVEMENTS APPROVED BY LANDLORD
20
EXHIBIT C
RULES AND REGULATIONS (TYPICAL)
1. Tenant shall not operate any machinery or apparatus other than usual small
business machines. No article deemed hazardous because of flammability and
no explosive or other articles of an intrinsically hazardous nature shall
be brought into the Building. A business machine such as a computer may be
used in Premises only if Tenant agrees to bear the cost of installation and
possible modification to Premises required to accommodate such computer.
2. No additional locks or similar devices shall be placed upon doors of
Premises and no locks shall be changed except with written consent of
Landlord. Upon the termination of Lease, Tenant shall surrender to Landlord
all keys to Premises.
3. Tenant shall be permitted to move furniture and office furnishings into or
out of Building only at such times, and in such a manner designated by
Landlord so as to cause the lease inconvenience to other Tenants.
Sales, furniture, boxes or other bulky articles shall be brought into
and placed in Building. Any damage done to Building. Tenants, or other
persons by moving a safe or other bulky articles in or out of Premises, or
by overloading the floor, shall be paid for by Tenant causing such damage.
4. No person shall be employed by Tenant to do janitorial work in Premises,
and no persons other than the janitors for Building shall clean Premises,
unless Landlord shall first give its written consent. Any person employed
by Tenant with Landlord's consent to do janitorial work, shall, while in
Building, be subject to and under the control and direction of the Building
Superintendent, but shall not be considered the agent or servant of the
Building Superintendent or of Landlord.
5. Window coverings other than building standard, either inside or outside the
windows, may only be installed with Landlord's prior written consent and
must be furnished, installed and maintained at the expense of Tenant and at
Tenant's risk.
6. Tenant shall not install or erect any antennae, aerial wires or other
equipment outside the Building without in every instance obtaining prior
written approval from Landlord, except for a less than 2' satellite dish on
the roof.
7. The sidewalks, entrances, passages, courts, corridors, vestibules, halls,
in or about the Building shall not be obstructed or used for storage or for
any purpose other than ingress and egress by Tenant.
8. Tenant shall not create or maintain a nuisance in the Premises nor make or
permit any noise or odor or use or operate any electrical or electronic
devices that emit loud sounds, air waves, or odors, that are objectionable
to other occupants or Tenants of this or any adjoining building or
premises; nor shall the Premises be used for lodging or sleeping nor for
any immoral or illegal purpose that will damage the Premises, or injure the
reputation of the Building.
21
9. Tenant and occupants shall observe and obey all parking and traffic
regulations imposed by Landlord on the Premises. Landlord in all cases
reserves the right to designate "no parking" zones, traffic right-of-ways
and general parking area procedures. Failure of Tenant to comply with
parking regulations will constitute a violation of the Lease. Landlord may
institute such measures for proper parking as are necessitated by
conditions existing at a particular time, including but not limited to
towing, impounding and/or tagging or improperly parked vehicles.
10. Landlord reserves the right at all times to exclude newsboys, loiterers,
vendors, solicitors and peddlers from the Building and to require
registration, satisfactory identification and credentials from all persons
seeking access to any part of the Building, at times other than during
ordinary business hours. Landlord shall exercise its best judgment in
executing such control but shall not be held liable for granting or
refusing such access.
11. Any sign, lettering, picture, notice or advertisement installed within the
Premises which is visible from the public corridors within the Building
shall be installed in such manner and be of such character and style.
12. No animals or pets or bicycles or skateboards or other vehicles shall be
brought or permitted to be in the Building or the Premises.
13. Tenant shall not make any room-to-room canvass to solicit business from
other Tenants of the Building.
14. Tenant shall not waste electricity, water or air-conditioning, and shall
cooperate fully with Landlord to assure the most effective operation of the
building's heating and air-conditioning. Tenant shall not adjust any
controls other than room thermostats installed Tenant's use. Tenant shall
not tie, wedge, or otherwise fasten open any water faucet or outlet. Tenant
shall keep all corridor doors closed.
15. Tenant assumes full responsibility for protecting the Premises from theft,
robbery and pilferage. Except during Tenant's normal business hours, Tenant
shall keep all doors to the Premises locked and other means of entry to the
Premises closed and secured, and be liable for any loss caused by
negligence thereto.
16. Tenant shall not overload any floor and shall not install any heavy
objects, safes, business machines, files or other equipment without having
received lessor's prior written consent as to size, maximum weight, routing
and location thereof. Sales, furniture, equipment, machines and other large
or bulky articles shall be brought through the Building and into and out of
the Premises at such times and in such manner as Landlord shall direct and
at Tenant's sole risk and responsibility. Prior to Tenant's removal of any
such articles from the Building, Tenant shall obtain written authorization
thereof at Landlord's office and shall present such writing to a designated
employee of Landlord.
22
17. Tenant shall not in any manner deface or damage the Building.
18. Tenant shall not use more electrical current from individual or collective
circuits as is designated by the amperage rating or said circuits at the
circuit breaker panels for Tenant's suite. Should Tenant exceed the safe
capacity as stated on the circuit breakers for said circuits then Tenant
shall bear the entire expense of modifications to the electrical system
shall not relieve Tenant from the obligation to use more electricity than
such safe capacity.
19. Landlord reserves the right to make such further reasonable rules and
regulations as in its judgment may from time to time be necessary for the
safety, care and cleanliness of the Premises and for the preservation of
good order therein. Any additional rules and regulations promulgated by
Landlord shall be biding upon the parties hereto with the same force and
effect as if they had been inserted herein at the time of execution hereof.
Tenant shall be responsible for the observance of all of the foregoing
rules and regulations by Tenant's employees, agents, clients, customers,
invitees and guests. Landlord shall not be responsible for any violation of
the foregoing rules and regulations by other Tenants of the Building and
shall have no obligation to enforce the same against other Tenants.
20. SMOKING: All tenants shall comply with the provisions of the FLORIDA CLEAN
INDOOR AIR ACT as revised in Chapter 386.201-209, Florida Statutes. This
building falls into the category of a "place of employment". All common
areas, including hallways, lobbies, bathrooms, stairwells, elevators, etc.,
are designated as non-smoking areas. Individual tenants must ensure that
they are in compliance with this statute as it relates to tenants' spaces.
23
EXHIBIT D
[LOGO]
THIS SIGN WILL BE APPROXIMATELY THE SAME SIZE AS THE CURRENT XXXXXXX BANK SIGN.
24
Exhibit E
FILES-STORAGE-SHELVING
ITEM #: QUANTITY: MANUFACTURER DESCRIPTION:
------- --------- ------------ ------------
1 2 EA. METAL STORAGE CABINETS: 36W X 18D X 72H
2 1 EA MOBILE FILE CABINET 14"X 16"
3 2 EA 5-DRAWER LETTER VERTICLE FILE - NO LOCK
4 2 EA 2-DRAWER VERTICLE FILE - NO LOCK
5 2 EA 3 DRAWER LATERAL FILE W/LOCK
6 4 EA 4-DRAWER LEGAL VERTICLE FILE W/LOCK
7 4 EA 4-DRAWER LETTER VERTICLE FILE NO LOCK
8 4 EA 4-DRAWER LETTER VERTICLE FILE X/XXXX
0 0 XX 0 XXXXXX XXXXX FILE W/LOCK
10 1 EA 3 DRAWER LATERAL FILE W/LOCK
2 DRAWER LATERAL FILE W/SLIM LINE
11 1 EA STORAGE XXXXXX
00 0 XX 0 XXXXXX XXXXXXX FILE 36"
13 1 EA 2-DRAWER VERTICLE FILE - BLACK
14 1 EA 2-DRAWER LATERAL FILE WOOD GRAIN FINISH
15 1 EA 5-DRAWER LATERAL FILE - XXXXX
16 15 EA 5-DRAWER LATERAL FILE- BUFF
17 5 EA 5 DRAWER LATERAL FILE -CREAM
18 1 EA 2-SHELF WOOD BOOKCASE
18 1 EA 3-SHELF WOOD BOOKCASE
19 1 EA LAMINATE DOOR STORAGE UNIT 103" W X 24"
DEEP
20 1 XX XXXX BOOKSHELF 32W X 20 X 29 (LOBBY)
MISC:
1 1 WOOD FINISH PRESENTATION BOARD 48 X 48
2 1 TACK/MARKER BOARD 42H X 46W
DESK/CREDENZA/TABLES
ITEM #: QUANTITY: MANUFACTURER: DESCRIPTION:
------- --------- ------------- ------------
1 1 DESK 30 X 60
2 1 STEELCASE DESK 30 X 66
3 1 CREDENZA W/HUTCH 72 X 24
4 1 2-DRAWER LATERAL FILE 36" WOOD
5 1 XXXXXXX 38" 2 DR. LATERAL FILE
5 1 36" 2 DR. LATERAL FILE/LAMINATE
6 1 BOOKCASE - 4 SHELF WOOD 36 X 14 X 48H
7 1 XXXXXXX DESK W/LEFT RETURN 30 X 66; 20 X 40
7 1 XXXXXXX CREDENZA W/KNEE SPACE 20 X 60
8 1 XXXXXXX DESK 72 X 36
8 1 XXXXXXX CREDENZA 66 X 20
8 1 XXXXXXX BOOKCASE 30 X 14 X 50
9 1 DESK 30 X 66
10 1 XXXXXXX DESK 36 X 72
11 1 DESK W/RIGHT RETURN 36 X 66; 20 X 42
12 1 XXXXXXX CREDENZA 20 x 66
13 2 JOFFCO DOOR UNIT/BOOKCASE 30 X 19
14 1 JOFFCO CREDENZA
15 1 JOFFCO DESK 72 X 36
16 1 BOOKCASE 36 X 12
17 1 XXXXXXX LATERAL FILE: WOOD 2 DRAWER
18 1 CREDENZA 20 X 72
19 1 XXXXXXX DESK W/LEFT RETURN 30 X 66; 20 X 40
20 1 XXXXXXX DESK W/RIGHT RETURN 36 X 66; 20 X 42
20 2 XXXXXXX 32" LATERAL FILE: WOOD 2 XXXXXX
00 0 XXXX 00 X 66
21 1 CREDENZA 60 X 20
22 1 CREDENZA 60 X 20
23 4 LAMINATE TABLE W/WOOD EDGE 60 X 30
24 1 XXXXXX XXXXXX WORK TABLE 72 X 30
25 1 36" ROUND PEDESTAL LEG TABLE
26 1 26 X 26 TABLE
27 3 96 X 32 TABLE
28 1 XXXXX END TABLE
29 1 XXXXX END TABLE 32 X 32
30 2 XXXXXXX END TABLE 26 X 20 (LOBBY)
31 1 SEMI-CIRCLE LAMINATE DESK (LOBBY)
CHAIRS
ITEM #: QUANTITY: MANUFACTURER: DESCRIPTION:
------- --------- ------------- ------------
1 20 NATIONAL WOOD ARM CHAIR
2 1 STEELCASE EXECUTIVE CHAIR
3 1 NATIONAL WOOD SLED BASE ARM CHAIR
4 1 JASPER EXECUTIVE CHAIR
5 1 WOOD BASE STENO W/ARMS
6 1 HIGH BACK EXECUTIVE CHAIR
7 1 HIGH BACK EXECUTIVE CHAIR
8 2 LIFELINE ARM CHAIR
9 1 STEELCASE METAL SLED BASE CHAIR
10 1 XXXXXXX UPHOLSTERED ARM/STENO
11 7 HAWORTH DARK PINK STENO W/ARMS
12 6 HAWORTH BLUE STENO W/ARMS
13 1 HAWORTH DARK PINK STENO W/ARMS - HIGH BACK
14 2 XXXXXX XXXXXX SLED BASE ARM CHAIR - TEAL
15 2 XXXXXX XXXX ARM CHAIR
16 1 XXXXXXX XXXX ARM CHAIR- ROSE
17 3 XXXXXXX XXXX ARM CHAIR-BURGANDY
18 2 XXXXXXX XXXX ARM CHAIR - BLUE
19 3 HAWORTH LIGHT PINK STENO W/ARMS
20 8 XXXXXX XXXXXX BURGANDY ARMLESS STENO
21 4 XXXXXX XXXXXX TEAL STENO W/ARMS
22 12 XXXXXX XXXXXX RED ARMLESS STENO
23 2 JASPER TRADITIONAL ARM CHAIR
24 3 XXXXXXXX WOOD ARM CHAIR/BEIGE FABRIC
24 1 STEELCASE BURNT ORANGE MID-BACK STENO W/ARMS
25 2 WOOD ARM CHAIR
26 1 JASPER MID-BACK TRAD. EXECUTIVE CHAIR
27 3 UPHOLSTERED GREE ARM CHAIRS (LOBBY)
28 4 SOFA WEDGE PIECES (LOBBY)
HAWORTH SYSTEMS FURNITURE
QUANTITY: DESCRIPTION:
--------- ------------
3 EA. PANEL 60 W X 67 H
13 EA. PANEL 48 W X 67 H
31 EA. PANEL 36 W X 67 H
9 EA. PANEL 30 W X 67 H
11 EA. PANEL 24 W X 67 H
2 EA. PANEL 00 X X 00 X
0 XX. XXXXXX XXX BRACKET 67"H
1 EA. END PANEL-RIGHT 28" H X 23"D
1 EA. END PANEL- LEFT 28" H X 23"D
1 EA. WORKSURFACE 72"W X 30"D
11 EA. WORKSURFACE 72"W X 24"D
3 EA. WORKSURFACE 60" X 30"D
10 EA. WORKSURFACE 48"W X 30"D
3 EA. WORKSURFACE 48"W X 24"D
2 EA. WORKSURFACE 36"W X 24"D
6 EA. PENCIL/BOX/FILE PEDESTAL (ATTACHED)
7 EA. FILE/FILE PEDESTAL (ATTACHED)
3 EA. PENCIL/BOX PEDESTAL (ATTACHED)
1 EA. PENCIL/FILE PEDESTAL (ATTACHED)
3 EA. MOBILE BOX/FILE PEDESTAL
1 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 60"W
1 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 48"W
21 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 36"W
1 EA. TACK BOARD - BLUE 42" W X 15"H
1 EA. TACK BOARD - 48"W X 15"H
2 EA. TACK BOARD 60" W X 15"H
13 EA. TACK BOARD 36" X 15"H
6 EA. KEYBOARD DRAWER 32"W
2 EA POWER POLES
STEELCASE SYSTEMS FURNITURE
QUANTITY: DESCRIPTION:
--------- ------------
5 EA. PANEL 60 W X 65 H - BEIGE
11 EA. PANEL 48 W X 65 H - BEIGE
53 EA. PANEL 36 W X 65 H - BEIGE
40 EA. PANEL 24 W X 67 H - BEIGE
1 EA. PANEL 24 W X 34 H - BEIGE
3 EA. PANEL 30 W X 65 H - XXXXX
7 EA. PANEL 24 W X 65 H - XXXXX
3 EA. PANEL 48 W X 34 H - XXXXX
6 EA. PANEL 00 X X 00 X - XXXXX
00 XX XXX BRACKET - RIGHT
42 EA. END BRACKET - LEFT
6 EA. END LEG - RIGHT
6 EA. END LEG - LEFT
5 EA. END PANEL-RIGHT 28" H X 23"D
6 EA. END PANEL- LEFT 26" H X 23"D
19 EA. WORKSURFACE 72"W X 24"D
7 EA. WORKSURFACE 60" X 24"D
4 EA. WORKSURFACE 48" W X 24"D
17 EA. WORKSURFACE 36"W X 24"D
27 EA. PENCIL/BOX/FILE PEDESTAL (ATTACHED)
4 EA. MOBILE BOX/FILE PEDESTAL 22"DEEP
1 EA. MOBILE BOX/FILE PEDESTAL 30"DEEP
4 EA. 36" LATERAL FILE HANGING
1 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 72"W
4 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 60"W
9 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 48"W
8 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 36"W
6 EA. KEYBOARD DRAWER
7 EA. POWER POLES
2 EA. WORK TABLE 90" W X 30" D
1 EA. WORK TABLE 30" W X 30" D
