Exhibit 10.21
SANCTUARY SHORT TERM LEASE AGREEMENT
------------------------------------
THIS AGREEMENT OF LEASE ENTERED INTO THIS 13th day of March, 1997
between SANCTUARY OF BOCA, INC., a Florida Corporation (hereinafter referred to
as "Landlord"), with its principal place of business at 0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 and HIPPO, INC. (hereinafter referred
to as "Tenant') whose mailing address is 0000 X. XXXXXXX XXXXXXX, XXXXX 000-00,
XXXX XXXXX, XX 00000.
1. Demised Premises: Landlord leases to Tenant and Tenant rents from
Landlord those certain premises described as Suite 410 consisting of
approximately 1523 square feet in the office building having a gross leasable
area of approximately 17,921 square feet (hereinafter referred to as Office
Building located at 0000 X. Xxxxxxx Xxxxxxx, Xxxx Xxxxx, XX 00000, State of
Florida, said measurements being from center of partition to center of
partition, except that in the event Demised Premises is an end suite,
measurements shall include full width of end wall (hereinafter called the
"Demised Premises"). The boundaries and location of the Demised Promises are
outlined in a diagram of the Office Building, which is attached hereto and made
a part hereof and marked "Exhibit A". Said Exhibit sets forth the general layout
of the Office Building and shall not be deemed to be a warranty, representation
or agreement on the part of Landlord that said Office Building will be exactly
as indicated on said diagram. Landlord may increase, reduce or change the
number, dimensions or locations of the walks, buildings and parking areas as
Landlord shall deem proper, and reserves the right to make alterations or
additions to, and to build additional suites on, the building in which the
Demised Promises are contained and to add buildings adjoining same or elsewhere
in the Office Building.
The use and occupation by Tenant of the Demised Promises shall include
the right to the non-exclusive use, in common with others, of all such
automobile parking areas, driveways, truck and service courts, walks and other
facilities designated for common use, as have been installed by Landlord, and of
such other and further facilities as may be provided or designated from time to
time by Landlord for common use, subject, however, to the terms and conditions
of this Lease and to reasonable rules and regulations for the use thereof, as
prescribed from time to time by Landlord.
1.01 ACCEPTANCE OF PREMISES. The Premises are hereby leased to Tenant
subject to: (i) any and all laws, as applicable, now in force hereafter enacted;
and (ii) any title matters of record or otherwise disclosed to Tenant. If
construction of the Premises is completed as of the date this Lease is signed by
the parties, Tenant certifies that it has inspected the Premises and, in
reliance on such inspection, acknowledges and accepts the Premises and the
Office Building, all of which Tenant confirms as being satisfactory. Tenant
further acknowledges that the Premises, including all fixtures, equipment and
furnishings contained therein, are in satisfactory or excellent condition and
accepts the Promises in its "AS IS" condition, without requiring Landlord to
make any repairs or replacements
1
thereof. Tenant hereby waives any objection to and releases Landlord from any
liability arising from the condition of the Premises from and after the date of
Lease execution.
1.02. Landlord will, at its sole expense, perform all work specified to
be performed by Landlord more specifically set forth in Exhibit "B" attached
hereto and entitled "Landlord's Improvements". Tenant will, at its sole expense,
perform all other work necessary to complete the premises for its business
purposes including, without limitation, the work specified to be performed by
Tenant more particularly described in Exhibit "C" attached hereto as "Tenant's
Improvements"; provided however, all of Tenant's work shall be performed by
licensed contractors acceptable to Landlord, in accordance with its final plans,
specifications and drawings furnished to Landlord, which shall be in compliance
with all laws, including applicable building and zoning codes.
2. Term: The term of this Lease shall be twelve (12) months and fifteen
(15) days commencing on March 17, 1997 ("Commencement Date") and ending March
31, 1998 ("Expiration Date"). At the expiration of the term of the Lease, Tenant
will vacate and surrender the Premises to Landlord in accordance with the terms
hereof and said Premises shall be in broomclean condition.
3. Tenant covenants to pay to Landlord, in equal monthly installments
the rent plus applicable sales and use tax in advance of the first day of each
calendar month of each year of the term. The schedule for the rent per month is
as follows:
March 17, 1997 through March 31, 1997 $1,158.15 plus FL State Sales Tax
April 1, 1997 through March 31, 1998 $2,316.23 plus FL State Sales Tax
4. Landlord acknowledges receipt of the first months rent in the amount
of $0.
5. Covenant to pay. Tenant shall pay Rent to Landlord from the
Commencement Date without prior demand, together with all applicable Florida
sales tax thereon as provided by law from time to time; for any Lease Year
greater or less than twelve (12) months shall be prorated on the per diem basis,
based upon the number of days elapsed over 365-day year. Tenant agrees that its
covenant to pay Rent to Landlord is an independent covenant and that all such
amounts are payable without counterclaim set-off, deductions, xxxxx or reduction
whatsoever, except as expressly provided for in this Lease.
6. Rent Past Due: Tenant agrees that if the rent has not been paid by
the 5th of the month, there will be a $50.00 late charge. If rent has not been
paid by the 10th of the month, there will be a late charge of $75.00 and if rent
has not been paid by the end of the month the late charge shall be $175.00.
Tenant agrees to pay the cost of collection and reasonable attorneys fees on any
part of rental that is past due, plus interest not to exceed 8% per annum or the
maximum legal interest rate, whichever sum is less.
2
7. No Abatement of Rent. Except as specifically provided to the
contrary in this Lease, there shall be no abatement from or reduction of the
Rent due, nor shall Tenant be entitled to damages, losses, costs or
disbursements from Landlord during the Term caused by or on account of the fire,
water or sprinkler systems or the partial or temporary failure or stoppage of
any heating, cooling, lighting, plumbing or other services in or to the Premises
or the Office Building, whether due to Force Majeure or the making of
alterations, repairs, renewals, improvements or structural changes to the
Premises, the Office Building, the equipment or systems supplying the services,
or from any cause whatsoever, provided that the said failure or stoppage is
remedied within a reasonable time.
8. Security Deposit. Landlord acknowledges receipt of a Security
Deposit in the amount of $4,962.42, to be held by Landlord, without any
liability for interest thereon, as security for the performance by Tenant of all
its obligations under this Lease. In the event of default by Tenant of any of
its obligations under this Lease, Landlord may at its option, but without
prejudice to any other rights which Landlord may have, apply all or part of the
Security Deposit to compensate Landlord for any loss, damage or expense
sustained by Landlord as a result of such default. If all or any part of the
Security Deposit is so applied, Tenant shall restore the Security Deposit to its
original amount on demand of Landlord. Within thirty (30) days following
termination of this Lease, if Tenant is not then in default, the Security
Deposit will be returned by Landlord to Tenant. If Landlord sells its interest
in the Premises, it may deliver the Security Deposit to the Purchaser and
Landlord will thereupon be released from any further liability with respect to
the Security Deposit or its return to Tenant and the purchaser shall become
directly responsible to Tenant. Landlord shall not be required to pay Tenant any
interest on said security deposit. A total of Five Garage door openers have been
given to Tenant for the use of parking 5 cars in the North Garage. Tenant
acknowledges that the security deposit for the five (5) garage openers will be
returned only upon receipt of each garage door opener device.
9. Payment of Operating Costs. In addition to payments of Rent, Tenant
shall pay to Landlord Tenant's Proportionate Share of "Operating Costs" (defined
in Section 11 hereof). Tenant's Proportionate Share of the Operating Costs shall
be 8.5%. The amount of the Operating Costs payable to Landlord may be estimated
by Landlord for such period as Landlord determines from time to time, and Tenant
agrees to pay Landlord the amounts so estimated in equal installments, in
advance, on the first day of each month during such period. Notwithstanding the
foregoing when bills for all or any portion of Operating Costs so estimated are
actually received by Landlord, Landlord may xxxx Tenant for Tenant's
Proportionate Share thereof, less any amount previously paid by Tenant to
Landlord on account of such item(s) by way of estimated Operating Costs
payments. Within a reasonable period of time after the end of the period for
which estimated payments have been made, Landlord shall submit to Tenant a
statement setting forth the actual amounts payable by Tenant based on actual
costs. If the amount Tenant has paid based on estimates is less than the amount
due based on actual costs, Tenant shall pay Landlord such deficiency within (5)
days after submission of such statement to Tenant. If the amount paid by Tenant
is greater than the amount actually due, the excess may be retained by Landlord
to be credited and applied by Landlord to the next due installment(s) of
Tenant's Proportionate Share of Operating Costs, or as to the final lease year,
provided Tenant is not in default,
3
Landlord will refund such excess to Tenant or credit such amount to Tenant's
next rent payment coming due at Landlord's option. Tenant's Proportionate Share
of actual Operating Costs for the final estimate period of the Term of this
Lease shall be due and payable even though it may not be finally calculated
until after the expiration of the Term. Accordingly, Landlord shall have the
right to continue to hold Tenant's Security Deposit following expiration of the
Term until Tenant's share of actual Operating Costs has been paid, unless an
alternative security (letter of credit or otherwise) is furnished to the
satisfaction of the Landlord.
10. Net Lease. Except as provided herein, this Lease is a completely
net lease to Landlord, except as otherwise expressly herein stated. Landlord is
not responsible for any expenses or outlays of any nature arising from or
relating to the Premises, the use or occupancy thereof, the contents thereof or
the business carried on therein. Tenant shall pay all costs, expenses, charges,
assessments, impositions and outlays of every nature and kind relating to the
Premises except as expressly herein stated.
11. Operating Costs Defined. Operating Costs shall mean any amounts
paid or payable, whether by Landlord or by others on behalf of Landlord, arising
out of Landlord's ownership, maintenance, operation, repair, replacement and
administration of the Office Building, including, without limitation: (a) the
cost of taxes including all costs associated with the appeal of any assessment
on taxes; (b) the cost of insurance which Landlord is obligated or permitted to
obtain under this Lease, including, but not limited to, rent interruption
insurance, and any deductible amount applicable to any claim made by Landlord
under such insurance; (c) the cost of security, janitorial, landscaping, window
cleaning, garbage removal and trash removal services; (d) the cost of heating,
ventilating and air conditioning to the extent incurred with respect to Common
Areas or with respect to any shared systems; (e) the cost of all gas, water,
sewer, electricity, telephone and any other utilities used in the maintenance,
operation or administration of the Office Building; (f) salaries, wages and
other amounts paid or payable for all personnel involved in the repair,
maintenance, operation, leasing, security, supervision or cleaning of the Office
Building, including fringe benefits, unemployment and workmen's compensation
insurance premiums, pension plan contributions and other employment costs, as
well as the cost of engaging independent contractors to perform any of the
foregoing services; (g) auditing, accounting and legal fees and costs; (h) the
cost of repairing, replacing, operating and maintaining the Office Building, and
the equipment serving the Office Building; (i) the cost of the rental of any
equipment and signs (not including Tenant's signage); (j) amortization of the
costs referred to in subsection (h) immediately above to the extent not charged
fully in the year in which they are incurred, all as determined by Landlord in
accordance with sound accounting principles, together with interest on any
unamortized balance of such costs calculated at three percent (3%) per annum
above the "Prime Rate" during the period of calculation, as stated in the Wall
Street Journal, or similar publication in the event the Wall Street Journal
ceases publication; (k) all management fees; (l) administration costs and fees;
(m) capital expenditures which are required by law and/or which result in a
substantial labor or cost saving device or operation, in which case the capital
expenditures
4
shall be amortized over (10) years and included by Landlord to conduct any
environmental tests required by State or Federal Law, including administrative
agencies, or by Landlord.
12. Acceptance of Premises. The Premises are hereby leased to Tenant
subject to: (i)any and all laws, as applicable, now in force hereafter enacted;
and (ii) any title matters of record or otherwise disclosed to Tenant. If
construction of the Premises is completed as of the date this Lease is signed by
the parties, Tenant certifies that it has inspected the Premises and, in
reliance on such inspection, acknowledges and accepts the Premises and the
Office Building, all of which Tenant confirms as being satisfactory. Tenant
further acknowledges that the Premises, including all fixtures, equipment and
furnishings contained therein, are in satisfactory or excellent condition and
accepts the Premises in its "AS IS" condition, without requiring Landlord to
make any repairs or replacements thereof. Tenant hereby waives any objection to
and releases Landlord from any liability arising from the condition of the
Premises from and after the date of Lease execution.
13. Use. Tenant shall use the Premises exclusively as a general office,
and for no other use or purpose whatsoever. Tenant shall comply with all laws,
ordinances, rules and regulations of applicable governmental authorities
respecting the use, operation and activities of the Premises (including
sidewalks, streets, approaches, drives, entrances and Common Areas which serve
the Premises), and Tenant shall not make, suffer or permit any unlawful,
improper or offensive use of the Premises or such other areas, or any part
thereof, or permit any nuisance thereon. Tenant shall not make any use of the
Premises which would make void or voidable any policy of fire or extended
coverage insurance covering the Premises. Tenant shall use the Premises only for
the purposes stated in this Lease and shall not leave said Premises vacant or
suffer or permit any waste or mistreatment thereof.
14. Tenant's Covenants To Use and Occupancy.
A) Tenant shall not store or bring on the Premises any
articles of any combustible, toxic or dangerous nature and shall at all times
keep the Premises in such condition as to comply with all laws. Tenant shall
keep and maintain on the Premises all safety apparatus or appliances required by
law. Tenant shall not cause, permit or suffer any act, occurrence, or series of
acts or occurrences upon the Premises which shall cause the rate of insurance on
the Premises and/or Office Building, or any part thereof, to be cancelled,
result in an increase in the Premises for coverage of same or preclude the
obtaining of such insurance.
B) Tenant shall not keep or display any merchandise which in
any manner shall obstruct the Common Areas, and shall not sell, advertise,
conduct or solicit business within the Office Building other than in the
Premises. Tenant shall not cause, permit or suffer any machine selling
merchandise, services or entertainment, including vending machines or other
machines operated by coins to be present on the Premises without prior written
consent of Landlord.
5
15. Defaults. A default by Tenant shall be deemed to have occurred
hereunder, if and whenever: (a) any Minimum Rent is in arrears by the fifth of
the month, whether or not any notice or demand for payment has been made by
Landlord; (b) any Additional Rent is in arrears and is not paid within five (5)
days after written demand by Landlord; (c) Tenant has breached any of its
obligations in this Lease (other than the payment of Rent) and Tenant fails to
remedy such breach within fifteen (15) days (or such shorter period as may
provided in this Lease), (d) Tenant makes a sale in bulk of all or a substantial
portion of its assets other than in conjunction with a transfer approved by
Landlord; (e) this Lease or any of Tenant's assets are taken under a writ of
execution; (f) Tenant proposes to make a transfer other than in compliance with
the provisions of this Lease; (g) Tenant abandons or attempts to abandon the
Premises or the Promises become vacant, unoccupied or not open for business
during the required hours, for a period of five (5) consecutive days or more
without the consent of Landlord; (h) any of Landlord's policies of insurance
with respect to the Office Building are actually or threatened to be cancelled
or adversely changed as a result of any use or occupancy of the Premises or (i)
any obligations of Tenant or any Guarantor owing to Landlord, whether or not
related to this Lease and however arising (whether by operation of law,
contract, acquired or otherwise) shall be in default. (j) Right of Redemption.
No right of redemption shall be exercised under any present or future law, in
case the Tenant shall be dispossessed for any cause, or if the Landlord shall,
in any other manner, obtain possession of the demised premises in consequence of
the violation of the covenants and agreements of tenant.
16. Default Remedies. In the event of any default hereunder by Tenant,
then without prejudice to any other rights which it has pursuant to this Lease
or at law or in equity, Landlord shall have the following rights and remedies,
some or all of which may be exercised by Landlord: (A) Landlord may terminate
this Lease by notice to Tenant and retake possession of the Premises for
Landlord's account, (B) Landlord may enter the Premises as agent of Tenant to
take possession of any property of Tenant on the Premises, to store such
property at the expense and risk of Tenant or sell or otherwise dispose of such
property in such manner as Landlord may see fit without notice to Tenant, which
shall be credited towards any Rent owed Landlord pursuant hereunder. (C)
Landlord may accelerate all Rent for the entire term.
17. Maintenance and Repairs by Landlord. Landlord covenants to keep the
following in good order, repair and condition: (i) the structure of the Office
Building, including all of the exterior walls, structural columns, beams,
joists, footings and stem walls and roots; (ii) the mechanical, electrical, and
other bases building systems (except such as may be installed by or be the
property of Tenant), and (iii) the entrances, sidewalks, corridors, parking
areas and other facilities from time to time comprising the Common Areas. So
long as Landlord is acting in good faith, Landlord shall not be responsible for
any damages caused to Tenant by reason of failure of equipment or facilities
serving the Office Building or delays in the performance of any work for which
Landlord is responsible pursuant to this Lease.
6
18. Maintenance and Repairs by Tenant. Tenant shall, at its sole cost,
maintain the Premises, in good order, condition and repair, exclusive of base
building mechanical, plumbing and electrical systems, all to a standard
consistent with a first class Office Building, with the exception only as those
which are the obligation of Landlord set forth in Section 17 above. All repairs
and maintenance performed by Tenant in the Premises shall be performed by
contractors or workmen designated or approved by Landlord. At the expiration or
earlier termination of the Term, Tenant shall surrender the Premises to Landlord
in as good condition and repair as Tenant is required to maintain the Premises
throughout the Term.
19. Tenant's Alterations. Tenant shall not have the right to make
non-structural interior alterations to the Premises without Landlord's written
permission.
20. Repair Where Tenant at Fault. Notwithstanding any other provisions
of this lease, if any part of the Office Building is damaged or destroyed or
requires repair, replacement or alteration as a result of the act or omission of
Tenant or Tenant's Agent, Landlord shall have the right to perform same and the
cost of such repairs, replacement or alterations, plus an administration fee
equal to fifteen percent (15%) of such costs, shall be paid by Tenant upon
demand by Landlord, as Additional Rent.
21. Removal of Improvements and Fixtures. All Leasehold improvements,
other than immediately upon their placement in the Premises become Landlord's
property without compensation to Tenant. Except as otherwise agreed by Landlord
in writing, no Leasehold Improvements shall be removed from the Premises by
Tenant either during or at the expiration or sooner termination of the Term
except that: (a) Tenant may during the Term, in the usual course of its
business, remove its trade fixtures, provided that Tenant is not in default
under this Lease; and (b) Tenant shall, at the expiration or earlier termination
of the Term, at its sole cost, remove such of Leasehold Improvements and trade
fixtures in the Premises as Landlord shall require be removed and restore the
Premises to Landlord's then current Office Building standard to the extent
required by Landlord. Tenant shall at its own expense repair any damage caused
to the Office Building by such removal. If Tenant does not remove its trade
fixtures at the expiration or earlier termination of the Term, the trade
fixtures shall, at the option of Landlord, become the property of Landlord and
may be removed from the premises and sold or disposed of by landlord in such
manner as it deems advisable without any accounting to Tenant.
22. Casualty. In the event any improvements on the Office Building site
are rendered untenantable by fire or other casualty, Landlord shall have the
option of terminating this Lease or rebuilding, and in such event written notice
of the election by Landlord shall be given to Tenant within thirty (30) days
after the occurrence of such casualty. In the event Landlord elects to rebuild,
(1) Landlord shall not be obligated to rebuild the Tenant's or any other Tenant
Improvements; and (2) the affected portions of the Office Building shall be
restored, as nearly as practicable in Landlord's reasonable judgment, to their
former condition, exclusive of Tenant Improvements, within a reasonable time,
during which time no payment of rent or other sum due hereunder from Tenant to
Landlord shall xxxxx unless and until Tenant's space shall have continued
untenantable for at least thirty (30) days
7
after (and as a result of) such casualty. In the event (i) Landlord fails to
give timely notice of its election to rebuild, or (ii) Landlord fails to rebuild
so that Tenant's Improvements can be replaced within six (6) months of such
casualty, the term of this Lease shall then expire and this Lease and all
options and rights under it shall be of no further force or effect and Landlord
shall be entitled to sole possession of the Premises, and Landlord shall not be
obligated to reimburse the Tenant for the value or cost of its improvements, or
for any expense or damage incident to such casualty or such election.
23. Damage. Landlord shall not be liable for any damage to any property
or person at any time in the leased premises or building from air-conditioners,
electricity, water, rain, wind, whether they may leak into, issue or flow from
any part of said building or from any other place or quarter. Tenant shall give
to Landlord or its agent, prompt written notice of any accident.
24. Liability of Landlord. Tenant shall look solely to Landlord's
estate and interest in the Office Building and the rentals therefrom for the
satisfaction of any right of Tenant for the collection of a judgement or other
judicial process or arbitration award requiring the payment of money by
Landlord, subject, however, to any prior rights of any Mortgagee, and no other
property or assets of Landlord, Landlord's Agents, including all of Landlord's
general partners, incorporators, shareholders, officers, directors, or other
principals, disclosed or otherwise, or affiliates, shall be subject to levy,
lien, execution, attachment or other enforcement procedure for the satisfaction
of Tenant's rights and remedies under or with respect to this Lease, the
relationship of Landlord and Tenant hereunder, or under Law, including Tenant's
use and occupancy of the Premises, or any liability of Landlord to Tenant. The
limitation of Landlord's liability under this Section 24 shall be absolute and
without exception, and shall survive the expiration or earlier termination of
this Lease.
25. Liens. Tenant shall promptly pay for all materials supplied and
work done in respect of the Premises so as to ensure that no lien is recorded
against any portion of the real property upon which the Office Building is
erected or against Landlord's or Tenant's interest therein. If a lien is so
recorded, Tenant shall discharge it promptly by payment or bonding. If any such
lien against the Office Building or Landlord's interest therein is recorded and
not discharged to Tenant as above required within fifteen (15) days following
recording, Landlord shall have the right to remove such lien by bonding or
payment and the cost thereof shall be paid immediately from Tenant to Landlord.
Tenant has no right or authority to create any mechanics' or materialmen's lien
on the Office Building or Landlord's interest therein and Tenant in compliance
with Section 713.10, Florida Statutes, shall provide written notice (and provide
written acknowledgment thereof to Landlord) to all suppliers of labor or
materials, as well as all contractors and subcontractors, as applicable, prior
to ordering such labor or materials or executing any agreement for construction
of Leasehold Improvements.
26. Assignments, Subleases and Transfers. Tenant shall not enter into,
consent to or permit any transfer of this Lease without the prior written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld, but shall be subject to Landlord's rights under the following Sections
27 and 28.
8
27. Landlord's Right to Consent. If Tenant intends to effect a
transfer, tenant shall give prior notice to Landlord of such intent specifying
the identity of the Transferee and providing such financial, business or other
information relating to the transfer, the proposed Transferee and its principals
as Landlord or any mortgagee requires, together with copies of sufficient
documents to evidence the particulars of the proposed transfer, including the
total consideration to be paid by the Transferee. Landlord shall, within thirty
(30) days after having received such notice and all requested information,
notify Tenant either that it consents or does not consent to the transfer in
accordance with the provisions and qualifications of this Article 27. If
Landlord fails to timely give any notice, Landlord shall be deemed to have
refused consent to the transfer.
28. Conditions of Transfer.
A) If there is a permitted transfer, Landlord may collect Rent
from the Transferee and apply the net amount collected to the Rent required to
be paid pursuant to this Lease, but no acceptance by Landlord of any payments by
a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant.
Any consent by Landlord shall be subject to Tenant and Transferee executing an
agreement with Landlord agreeing: (i) that the Transferee will be bound by all
of the terms of this Lease as if such Transferee had originally executed this
Lease as tenant, and (ii) to amend this Lease to incorporate such terms,
covenants, and conditions as are necessary so that this Lease will be in
accordance with Landlord's standard form of Lease in use for the Office Building
at the time of the transfer, and so as to incorporate therein any conditions
imposed by Landlord in its consent to such transfer and such further conditions
as may be required by the provisions of this Section 28.
B) Notwithstanding any transfer permitted or consented to by
Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if
applicable) shall be jointly and severally liable with the Transferee under this
Lease and shall not be released from performing any of the terms of this Lease.
29. Indemnification. Each party agrees to indemnify and hold the other
harmless from and against any and all loss, damage, claim, demand, liability or
expense by reason of any damage or injury to persons (including loss of life) or
property which may arise or become claimed to have arisen as a result of or in
connection with the indemnifying party's (i) improvement, occupancy or use of
the Premises or Office Building or its site, or (ii) failure to conscientiously
and promptly perform any of its obligations under this Lease.
30. Insurance.
A) Tenant shall, at its sole expense, provide and maintain in
force during the entire term of this Lease, and any extension or renewal hereof,
public liability insurance with limits of coverage not less than One Million
Dollars ($1,000,000.00) (for death or bodily injury for any one occurrence) and
One Million Dollars ($ 1,000,000.00) for any property damage or loss from any
one
9
accident. Each such policy of insurance shall name as the insured thereunder
both the Landlord and Tenant. Each such liability insurance policy shall be of
the type commonly known as Owner's, Landlord's and Tenant's insurance and shall
be obtained from a company reasonably satisfactory to both parties.
B) Builder's Risk Insurance. At the times during which
construction is being performed within or upon the Premises by Tenant, whether
during initial construction or thereafter at any time, Tenant shall provide
builder's risk insurance with such reasonable limits as Landlord shall from time
to time require, and any such policy or insurance shall have as named insured
thereunder both Landlord and Tenant. Further, Tenant shall maintain at all times
during the term of the Lease, Workmen's Compensation and Employer's Liability
insurance at legally required levels for the benefit of all employees entering
upon the site as a result of or in connection with their employment by Tenant or
Tenant's general contractor.
C) The original of each policy of insurance required of Tenant
from time to time by this Lease, or a certificate or certified duplicate
thereof, issued by the insurer or insuring organization, shall be delivered by
Tenant to Landlord (i) on or before thirty (30) days prior to occupancy of the
Premises by Tenant during the original and any renewed or extended term hereof,
and (ii) again at ten (10) days prior to the lapse or expiration or termination
of any prior policy which would otherwise occur during such term, renewal or
extension.
31. Right of Access. Landlord reserves the right to enter the Premises
at all reasonable times (and in emergencies at all times) in order to: (i) make
such repairs, alterations or improvements to the Office Building as Landlord
considers necessary or desirable; (ii) have access to underfloor facilities and
access panels to mechanical shafts; (ii) check, calibrate, adjust and balance
controls and other parts of the heating, air conditioning, ventilating and
climate control systems; and (iv) install, maintain, repair or replace pipes,
ducts, conduits, vents and wires leading in, through, over or under the
Premises. Tenant shall not unduly obstruct any pipes, conduits or mechanical or
other electrical equipment so as to prevent reasonable access thereto. Landlord
further reserves unto itself the right to use all exterior walls and roof area.
Landlord shall exercise its rights under this Section 31, to the extent possible
in each circumstance, in a manner which minimizes interference with Tenant's use
and enjoyment of the Premises, including Tenant's decorations or operations
within the Premises. Rent will not xxxxx or be reduced while the maintenance,
repairs, alterations, installations, replacements or improvements are being
made.
32. Rules and Regulations. Landlord shall operate and maintain any
areas designated by Landlord as Common Areas in a manner deemed by Landlord to
be reasonable and appropriate and in the best interests of the office building.
Tenant covenants that the following rules, regulations and such other and
further rules and regulations as landlord may make, being in the landlord's
judgment needful for the safety, care and cleanliness of the building and
premises or for the comfort of tenants shall be faithfully kept, observed and
performed by Tenant and by the agents, clerks, servants and
10
visitors of tenant as follows: a) Ingress-egress. Sidewalks, entries, passages,
hallways, elevators and staircases shall not be obstructed by Tenant or used for
other purposes than ingress or egress. b) No obstruction. Doors, windows, glass
doors and lights that reflect or admit light into halls or other places of
building shall not be covered or obstructed by tenant or its agents. c)
Defacement. Tenant shall not xxxx, paint, drill into or in any way deface walls,
ceilings, partitions, floors, wood, stone or iron work. d) Signs. No sign, or
notice shall be inscribed, painted or affixed to any part of the outside or
inside of the building except as suite signage and then only of such size, color
and style as landlord shall determine. e) Air- conditioning & heating. Tenant
shall not use any other method of heating or air-conditioning than that as
supplied by Landlord. f) Safes. Landlord shall have right to prescribe the
weight and position of safes. Damage done to building by taking a safe in or out
of building shall be repaired at expense of Tenant. g) Moving hours. Tenant
shall not move freight, furniture or bulky matter of any description into or out
of building between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday.
33. Carelessness. Tenant shall not cause unnecessary labor by
carelessness and indifference to the preservation of good order and cleanliness
in its premises or the building.
34. Designation. Landlord grants to Tenant and Tenant's Agents, a
non-exclusive license to use the Common Areas in common with others during the
term, subject to the exclusive control and management thereof at all times by
Landlord and subject further to the rules and regulations.
35. Holding Over. If Tenant remains in possession of the Premises after
the end of the Term hereof, there shall be no tacit renewal of this Lease, and
Tenant shall be deemed to be a tenant at sufferance. In such event, Tenant shall
pay to Landlord, for each day Tenant remains in possession of the Premises
without the written consent of Landlord, an amount equal to the Rent for the
last twelve (12) months of the Term, divided by 365-days, and then multiplied by
two. Such amount shall accrue and be due and payable on a daily basis commencing
on the first day following the and of the Term and terminating on the day that
either (i) possession of the Premises is restored to Landlord, or (ii) a now
lease is entered into between Landlord and Tenant. All other obligations of
Tenant under this Lease, other than the payment of Rent (which is payable in
accordance with the foregoing calculation) shall be applicable to Tenant during
the period the Tenant is a Tenant at sufferance.
36. Assignment of Chattels. Tenant pledges and assigns to Landlord all
furniture, fixtures, goods and chattels of said Tenant which shall be brought or
put into said premises as security for payment of rent herein reserved and
tenant agrees that said lien may be enforced by stress, foreclosure, or
otherwise at the election of the Landlord, and does agree to pay reasonable
attorneys' fees, together with all costs and charges thereof incurred by
Landlord.
37. Utilities.
11
A) Electricity. The parties acknowledge that the Premises are
separately metered for electricity and the Tenant shall directly pay Florida
Power and Light for said service.
B) Abuse of services. Tenant agrees not to abuse the services
and will turn off lights and equipment after normal working hours.
C) Utility failure. Landlord shall not be liable for failure
to supply such electricity, air-conditioning, heating, water, sewer, that is not
due to gross negligence on its part.
D) Interruption of service. Landlord reserves privilege of
stopping service of water, lighting, air-conditioning and elevators at such
times as may be necessary by reason of accident, repairs, alterations or
improvements until such time as same shall have been completed.
38. Bankruptcy. If Tenant shall become insolvent or if bankruptcy
proceedings shall be begun by or against tenant before the end of said term,
landlord is hereby irrevocably authorized, at Landlord's option, to cancel this
lease for default. Landlord may elect to accept rent from such receiver, trustee
or other judicial officer during the term of occupancy in their fiduciary
capacity without effecting Landlord's right as contained in this contract, but
no receiver, trustee or other judicial officer shall ever have the right, title
or interest in or to the above described property by virtue of this contract.
39. Tenant hereby waives and renounces for himself and family any and
all homestead and exemption rights he may now have, or hereafter under or by
virtue of the constitution and laws of the State of Florida of any obligation or
damage that may accrue under the term of this lease.
40. Successors. The rights and liabilities created by this lease extend
to and bind the successors and assigns of Landlord and the heirs, executors,
administrators and permitted successors and assigns of Tenant. No rights,
however shall inure to the benefit of any Transferee unless the provisions of
Sections 26 and 27 are complied with.
41. Time. Time is of the essence of this Lease. Any time period herein
specified of five (5) days or less shall mean business days; any period in
excess of five (5) days shall mean calendar days.
42. Notices. Any notice, consent or other instrument required or
permitted to be given under this Lease shall be in writing and shall be
delivered in person, or sent by certified mail, return receipt requested,
postage prepaid, or by Federal Express or similar overnight courier service,
addressed (a) if to Landlord, at the address set forth in the introductory
paragraph of this Lease; and (b) if to Tenant, at the Premises. Any such notice
or other instruments shall be deemed to have been given and received on the day
upon which personal delivery is made or, if mailed, then forty-eight (48) hours
following the date of mailing.
12
43. Cumulative Rights. The rights of Landlord under the foregoing shall
be cumulative, and failure on part of Landlord to exercise rights given
hereunder shall not operate to forfeit any of said rights.
44. Estoppel Certificate. At any time and from time to time, upon not
less than ten (10) days prior notice by Landlord, the "Superior Lessor," or the
"Superior Mortgagee" (as both are herein after defined) to Tenant, Tenant shall
comply with, execute, acknowledge and deliver in writing addressed to such party
as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as
the case may be (hereinafter collectively called the "Requesting Party"),
certifying to the following: (A) that this Lease is unmodified and in full force
and effect, or if there have been modifications, that the Lease is in full force
and affect, as modified, and stating the modifications; (B) whether the Term has
commenced and Minimum Rent, and Additional Rent have become payable hereunder
and, if so, the dates to which they have been paid; (C) whether or not Landlord
is in default in performance of any of the terms of this Lease, and if so,
specifying each such default of which the xxxxxx may have knowledge; (D) such
further information with respect to the Lease or the Premises as the Requesting
Party may reasonably request or require, it being intended that any such
statement delivered pursuant to this Section 44 may be relied upon by any
prospective purchaser of the Office Building or any part thereof or the interest
of Landlord in any part thereof, by any prospective Superior Mortgages or any
prospective Superior Lessor, or by any prospective assignees of such parties.
The failure of Tenant to provide a complete statement in accordance with the
provisions of this Section 44 within the required ten (10) day period shall
constitute a default hereunder.
45. Assignment by Landlord. Landlord shall have the unrestricted right
to sell, lease, convey, encumber or otherwise dispose of the Office Building or
any part thereof and this Lease or any interest of the Landlord in this Lease.
To the extent that the purchaser, assignee or secured party from Landlord
assumes the obligations of Landlord under this Lease, Landlord shall thereupon
and without further agreement be released of all liability under this Lease.
46. Subordination. This lease is subject and subordinate to all present
or future mortgages or dead of trust affecting the demised premises.
47. Entirety. This agreement contains entire and only agreement between
the parties concerning the demised promises. No prior oral or written statements
or representations of any party hereto or any representation of a party hereto
not contained in this instrument shall have any force or affect. This lease can
be modified only IN WRITING, executed by Landlord and Tenant. This agreement
shall not be binding until executed by Landlord and Tenant.
48. Smoking. In keeping up with the passing of Florida's Clean Air Act,
we ask that you do not smoke in your suite, the lobby, elevators, restrooms, or
any of the other common areas and to please go outside of the building to smoke.
Continued violation of this provision after written notice from the Landlord
shall constitute a default of this lease.
13
49. Radon Gas. In compliance with Section 404.056, Florida Statutes,
Tenant is hereby made aware of the following: Radon gas is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit.
EXECUTED as of the day and year first above written.
WITNESS: LANDLORD:
SANCTUARY OF BOCA, INC.
BY: /S/ Xxx Xxxxx
---------------------- ----------------------------
Agent or Owner
Title: Leasing Asst
---------------------- -----------------------
Date: 3/13/97
-----------------------
WITNESS: TENANT:
HIPPO, INC.
BY: /S/ Xxx Xxxxxxx
---------------------- ----------------------------
Xx. Xxx Xxxxxxx
Title:President
---------------------- ----------------------------
Date: 3/7/97
----------------------------
14
EXHIBIT "A"
-----------
Floor Plan
15
EXHIBIT "B"
-----------
LANDLORD IMPROVEMENTS
---------------------
Landlord to paint suite.
16
EXHIBIT "C"
-----------
TENANT IMPROVEMENTS
-------------------
None.
17
