Exhibit 10.71
ONE SARASOTA TOWER
LEASE AGREEMENT
THIS INSTRUMENT PREPARED BY:
J. XXXXXXXX XXXXXXXX, ESQ.
ICARD, MERRILL, CULLIS, TIMM,
FUREN & XXXXXXXX, P.A.
0000 XXXX XXXXXX, XXXXX 000
XXXXXXXX, XXXXXXX 00000
(000) 000-0000
TABLE OF CONTENTS
1..............................................................DEFINITIONS 1
2.................................................................PREMISES 2
3.....................................................................TERM 3
4.....................................................................RENT 3
5........................................TENANT'S SHARE OF OPERATING COSTS 3
6.........................................................SECURITY DEPOSIT 4
7................................................ADDITIONS AND ALTERATIONS 4
8............................................................PERMITTED USE 5
9...........................................UTILITIES; JANITORIAL SERVICES 6
10..............................................INDEMNIFICATION; INSURANCE 6
11................................................ASSIGNMENT OR SUBLETTING 9
12......................................................SIGNS; ADVERTISING 10
13........................................MAINTENANCE OF INTERIOR PREMISES 10
14...................................................DAMAGE OR DESTRUCTION 11
15.................................................................DEFAULT 11
16................................................................REMEDIES 12
17...............................................LANDLORD'S RIGHT OF ENTRY 14
18.................................................................NOTICES 15
19. TAXES ON TENANT'S PERSONAL PROPERTY
.........................................AND TAXES ASSESSED AGAINST RENTALS 15
20.................................ATTORNEY'S FEES AND COSTS OF COLLECTION 15
21.........................................................PRIOR AGREEMENT 16
22.............................................................FLOOR PLANS 16
23....................................................NO AUTOMATIC RENEWAL 16
24.............................................BUILDING STANDARDS CRITERIA 16
25........................................TERMS, HEADINGS AND JURISDICTION 17
26............................................................CONDEMNATION 17
27..............................................SUBORDINATION TO MORTGAGES 17
28...................................................ESTOPPEL CERTIFICATES 17
29.........................................................QUIET ENJOYMENT 18
30..........................................................PARKING SPACES 18
31..................................LANDLORD'S RIGHT TO ALTER COMMON AREAS 18
32.............................................................EXCULPATION 19
33..................................................SUCCESSORS AND ASSIGNS 19
34.................................................REAL ESTATE COMMISSIONS 19
35...............................................RADON AND HAZARDOUS WASTE 19
36.....................ADDITIONAL PROVISION REGARDING LANDLORD'S LIABILITY 20
37.....................................THE AMERICANS WITH DISABILITIES ACT 20
38..........................................BUILDING RULES AND REGULATIONS 20
39.............................................................PERFORMANCE 20
40......................................................SPECIAL PROVISIONS 20
EXHIBIT A: FLOOR PLAN OF PREMISES.......................................22
EXHIBIT B: BUILDING RULES AND REGULATIONS...............................23
EXHIBIT C: BUILDING STANDARDS CRITERIA..................................28
EXHIBIT D: SPECIAL PROVISIONS...........................................30
EXHIBIT E: SHORT FORM LEASE.............................................31
EXHIBIT F: AMERICANS WITH DISABILITIES ACT - HIGHLIGHTS.................32
THIS INSTRUMENT PREPARED BY:
J. XXXXXXXX XXXXXXXX, ESQ.
ICARD, MERRILL, CULLIS, TIMM,
FUREN & XXXXXXXX, P.A.
0000 XXXX XXXXXX, XXXXX 000
XXXXXXXX, XXXXXXX 00000
(000) 000-0000
(000) 000-0000 Fax
ONE SARASOTA TOWER
Lease Agreement
THIS LEASE is entered into the day of March, 2001 between ONE SARASOTA
TOWER INC. hereinafter called the "Landlord", and CORE CARE DELAWARE, Inc., a
Delaware corporation, hereinafter referred to as the "Tenant";
WITNESSETH:
As mutual consideration for entering into this lease the Landlord and
Tenant agree to the following covenants, terms and conditions:
l. DEFINITIONS AND TERMS:
As used in this Lease Agreement, the terms enumerated below as items 1.1 to 1.20
inclusive shall have only the meaning set forth in this section unless the same
shall be expressly modified, limited or expanded elsewhere in the Lease
Agreement, in which event, such modification, limitation and/or expansion shall
supersede the applicable terms set forth below:
1.1. Exhibits: The following Exhibits attached to this lease are incorporated
herein and made a part hereof:
Exhibit A: Floor Plan of Premises
Exhibit B: Building Rules and Regulations
Exhibit C: Building Standards Criteria
Exhibit D: Additional Provisions
Exhibit E: Short Form Lease
Exhibit F: Americans With Disabilities Act-Highlights
1.2. Building: One Sarasota Tower; approximately 136,928 rentable square feet
plus attached parking garage located at the northwest corner of U.S. 41 and
Gulfstream Avenue in Sarasota, Florida, Address: Xxx Xxxxx Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx 00000.
1.3. Premises or Demised Premises: Suites 606 and 608
1.4. Term: 5 years, -0- months and -0- days
1.5. Commencement Date: April 1, 2001
Rental Commencement Date: April 1, 2001
1.6. Termination Date: March 31, 2006
1.7. Initial Per Square Foot Base Rental on Annual Basis $24.00
1.8. Initial Base Monthly Rental $7,070.00 plus applicable tax
1.9. Annual Rent: the sum of $84,840.00 plus sales tax
1.10.Prepaid Rent: The sum of $7,070.00 plus applicable tax, representing
prepayment of one (1) month's Monthly Rent.
1.11.Rentable Area of Demised Premises ("Net Rentable Area"): 3,535 square
feet.
1.12 Consumer Price Index to be used for base year calculations: January 2001 :
175.1
1.13.Number of Parking Spaces which Tenant shall rent: Within the Building and
Offsite : total of six (6) within Building.
1.14. Monthly Rental for parking spaces: $45.00 per space plus taxes.
1.15. Security Deposit: $ 7,070.00.
1.16. Permitted Use: CORPORATE OR REGIONAL OFFICE
1.17.Tenant's Address: One Sarasota Tower, 6th Floor, Suite 606,
0 Xxxxx Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000
1.18.Landlord's Address: Xxx Xxxxx Xxxxxxx Xxxxx Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
1.19. Additional Provisions: See Exhibit "D"
1.20. Guarantor: NONE
2. PREMISES:
2.1. Landlord leases the Premises to the Tenant, and Tenant hires the premises
from the Landlord for the Term of this Lease.
2.2. Tenant acknowledges that this Lease is made subject to all existing liens,
encumbrances, deeds of trust, reservations, restrictions and other matters
of record and to zoning, building and fire ordinances and all governmental
statutes, rules and regulations relating to the use or occupancy of the
Premises, as same may hereafter be amended from time to time.
3. TERM: The Term of this Lease shall commence on the Commencement Date and
shall terminate on the Termination Date, unless terminated sooner in
accordance with the terms of this Lease.
4. RENT:
4.1. Rent Determination: Tenant agrees to pay to Landlord each year during the
Term the Annual Rent for the Premises. Said Annual Rent shall be paid in
monthly installments equal to the Monthly Rent. The Monthly Rent shall be
due and payable in advance, on or before the first day of each calendar
month during the entire Term, commencing with the first day of the first
full calendar month of the Term; provided that Tenant shall pay to the
Landlord on the Commencement Date the prorated Monthly Rent attributable to
the month in which the Commencement Date occurs if the Commencement Date is
other than the first day of a month. Concurrently with the execution of
this Lease, Tenant shall pay to Landlord the Prepaid Rent, plus Florida
State Sales Tax thereon and any other tax applicable to said prepaid Rent.
All rent payable by Tenant to Landlord under this Lease shall be paid to
Landlord in lawful money of the United States of America at Landlord's
office on Page 1 herein, or to any other person or at any place Landlord
designates in writing.
4.2. Tenant agrees to pay to Landlord as Additional Rent upon demand (but not
more frequently than monthly) all charges for any services, goods or
materials furnished by Landlord at Tenant's written request which are not
required to be furnished by Landlord under this Lease without separate
charge or reimbursement.
4.3. Pro-rations: Any rent for any fractional month shall be prorated based on a
thirty (30) day month, and for any fractional year shall be prorated based
on a three hundred sixty (360) day year. All rent payable by Tenant to
Landlord under this Lease shall be paid to Landlord in lawful money of the
United States of America at Landlord's office located in the Building, or
to such other person or at such other place as Landlord may from time to
time designate in writing. All rent shall be paid without prior demand,
deduction, setoff or counterclaim.
4.4. A late payment penalty shall be added to any rent not received by Landlord
within ten (10) days of the due date. Such penalty shall be five percent
(5%) of the monthly rent or additional rent due.
4.5. Sales Tax: Tenant shall pay to Landlord concurrently with the payment of
the Monthly Rent, any additional rent and other sums, all Florida State
Sales Tax and any other tax which is applicable to such payment.
5. SECURITY DEPOSIT: The Security Deposit specified in paragraph 1.15 shall be
held by Landlord as security for the full and faithful performance by Tenant of
each and every term, covenant and condition of this Lease on the part of Tenant
to be observed and performed, and Landlord shall have no liability to pay
interest thereon unless required by law. If any rent or Additional Rent herein
reserved or any other sums payable by Tenant hereunder shall be overdue and
unpaid or should Landlord make payments on behalf of Tenant, or should Tenant
fail to perform any of the terms of this Lease, then Landlord may, at its
option, and without prejudice to any other remedy which Landlord may have on
account thereof, apply the Security Deposit or so much thereof as may be
necessary to compensate Landlord toward the payment of the rents or other sums
due from Tenant, or towards any loss, damage or expense sustained by Landlord
resulting from such default on the part of Tenant; and in such event Tenant
shall forthwith upon demand restore the Security Deposit to its original amount,
and the sum required to so restore the Security Deposit shall be Additional Rent
hereunder. In the event Tenant shall have fully and faithfully complied with all
of the terms, covenants and conditions of this Lease, the Security Deposit shall
be returned in full to Tenant within thirty (30) days following the end of the
Term or earlier termination of this Lease. In the event that any bankruptcy,
insolvency, reorganization or other creditor/debtor proceedings shall be
instituted by or against Tenant or its successors or assigns Landlord may apply
the Security Deposit first to the payment of any rent, Additional Rent, and
other amounts due Landlord hereunder, and the balance, if any, of the Security
Deposit may be retained by Landlord in partial liquidation of Landlord's
damages. Landlord may deliver the Security Deposit to the purchaser of
Landlord's interest in the premises, in the event that such interest is sold,
and Landlord shall thereupon be discharged from any further liability with
respect to the Security Deposit.
7. ADDITIONS AND ALTERATIONS:
7.1. No changes, alterations, improvements or additions to the Premises shall be
made to the Premises or any part thereof without first obtaining the
written consent of the Landlord. All changes, alterations, additions and
improvements made or placed in or upon the Premises of the Landlord by the
Tenant, and which by operation of law would become a part of the real
estate, shall immediately upon being made or placed thereon become the
property of the Landlord and shall remain upon and be surrendered with the
Premises as a part thereof, at the termination by lapse of time or
otherwise, of the Term herein granted. Any such changes, alterations,
improvements, or additions shall be done in conformity with the "Building
Standards Criteria" furnished herewith as Exhibit "C". At Landlord's
request at or prior to termination of the Term, Tenant shall remove all or
any part of any improvements made to the Premises.
7.2. Fixtures: Tenant may install or affix to the Premises such equipment and
trade fixtures as are reasonably necessary for the conduct of Tenant's
business operations therein with Landlord's prior written consent; and,
upon termination of this Lease for any reason other than Tenant's default,
Tenant may remove the same provided that, after such removal, Tenant
restores the Premises at Tenant's expense to the same condition as existed
prior to the installation of such equipment or fixtures. It is understood
and agreed, however, that any floor and wall coverings or other
appurtenances attached to the floor or any part of the Premises by tenant
shall at the termination of this Lease or any renewal hereof, remain the
property of Landlord and shall not be removed unless Landlord requests
Tenant to remove the same. Tenant shall promptly pay and discharge and
shall indemnify and hold Landlord harmless of and from, all tangible
personal property taxes and assessments now or hereafter taxed, assessed,
imposed, or levied by any lawful authority against or upon any fixtures,
equipment, or personal property located in the Premises during the term of
this Lease.
7.3 See Exhibit D for specific approvals, if any.
8. PERMITTED USE:
8.1. Permitted uses: The Premises shall be used only for the Permitted Use and
for no other purpose. The Tenant, shall, at its own cost and expense,
obtain any and all licenses and permits necessary for such use. The Tenant
shall comply with all governmental laws, ordinances and regulations
applicable from time to time to its use of the Premises, and shall promptly
comply with all governmental orders and directives for the correction,
prevention and abatement of nuisances in or upon, or connected with the
Premises, all at the Tenant's sole expense.
8.2. Uses not permitted: The Tenant shall not do, suffer or permit anything to
be done in, on or about the Premises or the Property, nor bring, nor keep
anything therein which will in any way affect fire or other insurance upon
the Building or any of its contents or which will in any way conflict with
any law, ordinance, rule or regulation now or hereafter in force or effect
relating to the occupancy and use of the Premises and said Property, or in
any way obstruct or interfere with the rights of other Tenants or users of
the Property, or injure or annoy them, nor use, nor allow the Premises or
the Building to be used for any improper, immoral, unlawful or
objectionable purpose, or cooking therein, (except a microwave oven) and
nothing shall be prepared, manufactured, or used in the Premises which
might emit an odor into the corridors of the building, except as may be
consistent with the Permitted Use.
8.3. Machinery Operation: The Tenant will not, without the written consent of
the Landlord, use any apparatus, machinery, or equipment or device in, on
or about the Premises which may cause any excessive noise or may set up any
excessive vibration or excessive floor loads or which in any way would
increase the normal amount of electricity agreed to be furnished or
supplied under this Lease, or as specified in the Building Standards
Criteria, and further, the Tenant shall not connect with water any
apparatus, machinery, equipment or device, other than an office type coffee
maker, without the prior written consent of the Landlord, which consent
shall not be unreasonably withheld. The Tenant shall, at the Tenant's sole
cost and expense, comply with all of the requirements of all municipal,
state and federal authorities now or hereafter in force, pertaining to said
Premises, and shall faithfully observe in the use of said Premises and
Property all municipal ordinances and regulations and state and federal
statutes and regulations now or hereafter in force and effect.
8.4. Change in law: Any change in law or otherwise which may make Tenant's use
of the Premises impracticable or impossible shall not affect Tenant's
obligations under this Lease.
9. UTILITIES; JANITORIAL SERVICES:
Subject to Tenant's obligation to pay rent under this Lease and perform
Tenant's other obligations, the Landlord agrees to furnish in connection with
the Premises, the following: electricity (commensurate with the Landlord's
electrical system and wiring in the building of which the Premises are a part,
supplying approximately 110 volts; except as may be modified by paragraph 41
hereof) for lights and other usual and ordinary office purposes; replacement of
ceiling light bulbs and tubes in the fixtures provided by the Landlord; heat and
air conditioning, subject to government authority regulations from time to time
in effect, during normal business hours; (8 A.M. to 6 P.M. Monday through
Friday, except holidays and from 8 A.M. to 1 P.M. on Saturdays); janitorial
services as specified in the Building Standards Criteria; and provide for use in
common of the elevators, restrooms, and other like facilities of the Building.
All said costs shall be included in Building Operating Costs. Landlord reserves
the right to establish special charges to be paid by Tenant for additional
non-standard services provided. The Landlord shall not be liable for the failure
to furnish any of the items or services herein mentioned when such failure is
caused by or results from accidents or conditions or matters beyond the
reasonable ability of the Landlord to control, or caused by or resulting from
lack of utility services, breakdown of mechanical equipment, repairs, labor
disturbances, or labor disputes of any character, whether resulting from or
caused by acts of the Landlord or otherwise, nor shall the Landlord be liable
under any circumstances for loss of or injury to property or persons, however
occurring, through or in connection with or incidental to the furnishing of any
of such items or services, nor shall any such failure relieve the Tenant from
the duty to pay the full amount of rent and other sums of money herein provided
to be paid by the Tenant, or constitute or be construed as a constructive or
other eviction of the Tenant.
10. INDEMNIFICATION; INSURANCE:
10.1.Indemnification by Tenant: Tenant does hereby indemnify and agree to
forever save and hold Landlord and Landlord's agents, contractors,
licensees, employees, directors, officers, partners, trustees and invitees
(collectively, "Landlord's Employees") harmless from and against any and
all damages, claims, losses, demands, costs, expenses (including reasonable
attorneys' fees and costs), obligations, liens, liabilities, actions and
causes of action, threatened or actual, which Landlord may suffer or incur
arising out of or in connection with this Lease, including without
limitation, Tenant's or Tenant's business, any activity, work or things
done, permitted or suffered by Tenant in or about the Premises or the
Property, Tenant's or Tenant's Employees' nonobservance or nonperformance
of any statute, law, ordinance, rule or regulation, or any negligence of
the Tenant or Tenant's Employees, provided however, Tenant shall not be
liable pursuant to Paragraph 10.1 for any claims arising from the wilful
acts or gross negligence of Landlord or Landlord's employees.
Tenant further agrees that in case of any claim, demand, action or
cause of action, threatened or actual, against Landlord, as a result of
action or inaction by Tenant and Tenant does not provide a defense against
any and all such claims, demands, actions or causes of action threatened or
actual, the Tenant will, in addition to the above, pay Landlord the
attorney's fees, legal expenses and costs incurred by Landlord in providing
or preparing such defense, and Tenant agrees to cooperate with Landlord in
such defense, including, but not limited to, the providing of affidavits
and testimony upon request of Landlord.
10.2.Liability Insurance: Tenant shall, at Tenant's expense, obtain and keep in
force during the term of this lease a policy of comprehensive general
liability insurance insuring Landlord and Tenant against any liability
arising out of the ownership, use, occupancy or maintenance of the premises
and all areas appurtenant thereto with minimum combined single limits of
$2,000,000.00, or such other limits as Landlord may from time to time
reasonably require. The limit of said insurance shall not, however, limit
the liability of the Tenant hereunder. Tenant may carry said insurance
under a blanket policy, providing, however, said insurance by Tenant shall
have a Landlord's protective liability endorsement attached thereto. If
Tenant shall fail to procure and maintain said insurance, Landlord may, but
shall not be required to, procure and maintain same, but at the expense of
Tenant. Insurance required hereunder, shall be in companies approved by
Landlord, which approval shall not be unreasonably withheld. Tenant shall
deliver to Landlord prior to occupancy of the Premises copies of policies
of liability insurance required herein or certificates evidencing the
existence and amounts of such insurance with loss payable clauses
satisfactory to Landlord, and thereafter shall deliver any replacement
policies to Landlord prior to expiration of the current policy. No policy
shall be cancelable or subject to reduction of coverage except after twenty
(20) days prior written notice to Landlord.
10.3.Assumption of risk: Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to property or injury to
persons, in, upon or about the Premises from any cause and Tenant hereby
waives all claims in respect thereof against Landlord. Landlord and
Landlord's Employees shall not be liable for any damage to property
entrusted to Landlord or Landlord's Employees, nor any cause whatsoever,
unless caused by or due to the gross negligence of Landlord or Landlord's
agents or employees. Landlord and Landlord's Employees shall not be liable
for any latent defect in the Premises or in the Building. Tenant shall give
prompt notice to Landlord in case of fire or accidents, or needed repair in
the Premises or, if known by the Tenant, in other parts of the Building.
00.0.Xxxxxx Waiver re insurance: Landlord and Tenant hereby mutually waive
their respective rights of recovery and subrogation against each other for
any loss insured by fire, extended coverage and other property insurance
policies existing for the benefit of the respective parties to the extent
such waiver is permitted by such policies or insurance carriers. The
parties hereto acknowledge that each shall notify their respective
insurance companies of this Waiver of Subrogation.
10.5.Liens not permitted: Lessor's interest in the leased premises shall not be
subject to liens.
(a) Tenant agrees that it shall not enter into any contract for the
Tenant's Improvement unless the following language is included in such
contract:
"Notwithstanding anything herein contained to the contrary, the
contractor acknowledges that Tenant holds only a leasehold interest in the
property which is the subject of this contract. Tenant is not the agent of
the owner of the property, and no lien resulting from work performed under
this contract shall attach to the interest of such owner."
(b) Tenant agrees that it will not permit any work to be commenced
until such time as Tenant has provided Lessor with a fully executed copy of
the construction contract evidencing incorporation of the language set
forth in Section 10.5(a) above. In addition, prior to commencement of the
work, Tenant shall post the following notice in a conspicuous place on the
Leased Premises, and shall assure that such notice is maintained throughout
the entire course of the construction:
"NOTICE TO CONTRACTOR, SUBCONTRACTOR, MATERIAL MEN AND LABORERS
Notice is hereby given that work in these premises is being performed for
Tenant. Tenant is not the agent of the owner of this property, and any lien
rights shall in no event attach to the interest of the owner"
(c) If, for whatever reason, any construction or other lien shall be
filed against the Leased Premises, purporting to be for labor or material
furnished or to be furnished at the request of Tenant, then Tenant shall,
at its expense, cause such lien to be discharged of record by payment, bond
or otherwise as allowed by law, within ten (10) days after the filing
thereof. If Lessee shall fail to cause such lien to be discharged of record
within such ten (10) day period, Lessor, in addition to any other rights
and remedies, may, but shall not be obligated to, cause such lien to be
discharged by payment, bond or otherwise, without investigation as to the
validity thereof or as to any offsets or defenses thereto, and Tenant
shall, upon demand, promptly within ten (10) days, reimburse Lessor for all
amounts paid and costs incurred including attorney's fees and interest
thereon at the maximum legal rate from the respective dates of Lessor's
payments therefore, in having such lien discharged of record, and, further,
Tenant also shall otherwise indemnify, protect, defend and save Lessor
harmless from any claims, actions or damages resulting therefrom.
(d) The interest of the Lessor shall not be subject to liens for
improvements made by the Tenant. The Tenant shall notify all contractors
making such Tenant's improvements of this provision. The Tenant shall, at
Lessor's request, execute and acknowledge a short form of this Lease
Agreement for recording in the Public Records of Sarasota County, Florida,
pursuant to subsection 713.10(1), Florida Statutes, or the Lessor may
instead, at Lessor's option, record the notice provided by Subsection
713.10(2), Florida Statutes, in the Public Records of Sarasota County,
Florida.
(e) The Tenant shall indemnify, exonerate and hold the Lessor harmless
against all claims, actions, judgments, damages, liabilities, payments,
liens, costs and expenses, including, but not limited to reasonable
attorney's fees, legal assistant fees and paralegal fees that the Landlord
may suffer or incur and that result, directly or indirectly, from the
design or construction of the Tenant's improvements.
10.6.This Lease shall not be recorded. However, the Landlord may record a short
form of this Lease, the form of which is attached hereto as Exhibit E.
11. ASSIGNMENT OR SUBLETTING:
11.1 The Tenant shall not sell, assign, transfer, mortgage, hypothecate or
otherwise encumber this Lease or the leasehold interest granted hereby, or
any interest therein, or permit the use of the Premises or any part thereof
by any person or persons other than the Tenant and Tenant's employees and
business invitees, or sublet the Premises, or any part thereof, without the
prior written consent of the Landlord, which shall not be unreasonably
withheld; and notwithstanding any such assignment, mortgage, hypothecation,
encumbrance or subletting, the Tenant shall at all times remain fully
responsible and liable for the payment of the rent and other sums of money
herein specified and for compliance with all of the obligations of the
Tenant under the terms, provisions and covenants of this Lease. If Tenant
is a corporation, unincorporated association, trust or general or limited
partnership, the sale, new issue, assignment, transfer or hypothecation of
any stock or other ownership interest of such entity which from time to
time in the aggregate exceeds twenty-five percent (25%) of such interest
shall be deemed an assignment subject to the provisions of this Paragraph
11.1.
11.2.If Tenant subleases or assigns any portion of the Premises and whether or
not such sublease or assignment was consented to, and the rental exceeds
the amount of rent due hereunder, Tenant shall pay to Landlord one-half
(1/2) of all such excess rent as additional rent. In no event shall Tenant
be permitted to sublease or assign any portion of the Premises at a rental
amount less than the amount due under the terms of this Lease.
11.3.Any act described in Section 11.1 which is done without the consent of the
Landlord shall be null and void and shall be an Event of Default.
11.4.Landlord shall have the right to sell, transfer or assign any of its
rights and obligations under this Lease.
12. SIGNS; ADVERTISING:
The Tenant shall not place or maintain or permit to be placed or maintained
any signs or advertising of any kind whatsoever on the exterior of the Building
or on any exterior windows in said Building, or elsewhere within the Premises so
as to be visible from the public hallways or other public areas of the Building
except such numerals and lettering on doorways as may be approved and permitted
by the Landlord (and the Landlord shall have the right to specify the size,
design, content, materials to be used and locations upon the door of any such
materials and lettering); and the Tenant shall not place or maintain, nor permit
the placing or maintaining, and shall promptly remove any that may be placed by
Tenant, of any awnings or other structure or material or machinery or equipment
of any kind whatsoever on the exterior or extending to the exterior of the
Building, or on the outside (that is to say, the side not facing inward toward
the interior of the Premises) of any interior wall or partition separating the
Premises from other portions or areas of said Building.
13. MAINTENANCE OF INTERIOR OF PREMISES:
13.1.Maintenance: The Tenant shall take good care of the Premises and shall, at
the Tenant's own cost and expenses, keep in good sanitary condition and
repair and shall promptly make all repairs to the same to the satisfaction
of the Landlord, except for usual and ordinary wear and tear by reasonable
use and occupancy or fire or other casualty; and at the end or other
expiration of the Term, shall deliver up the Premises in the same condition
as received, ordinary wear and tear by ordinary use thereof, fire and other
casualty only excepted. Landlord may, but shall not be obligated to, make
any repairs which are not promptly made by Tenant and charge Tenant for the
cost thereof as rent.
00.0.Xx set-off: Tenant waives all rights (whether statutory or otherwise) to
make repairs at the expense of Landlord, to cure any alleged defaults by
Landlord at the expense of Landlord, or to deduct the cost thereof from
rent or other sums due Landlord hereunder.
14. DAMAGE OR DESTRUCTION:
If the Building is, without fault of the Tenant, damaged by fire or other
peril to the extent that the entire Demised Premises are rendered untenantable
and cannot be reasonably rendered in as good a condition as existed prior to the
damage within sixty (60) days from the date of such damage, the Term of this
lease may be terminated by the Landlord or the Tenant by giving written notice
to the other party; but if such damage is not such as to permit a termination of
the Term of the Lease as above provided, then if such damage is not caused by
Tenant or Tenant's agents, employees, guests or invitees, a proportionate
reduction shall be made in the rent herein reserved corresponding to the time
during which and to the portions of the Premises of which the Tenant shall
hereby be deprived of possession. The Tenant agrees that Landlord shall not be
responsible or liable for any loss due to business interruption occasioned by
such fire, casualty or other cause which renders the Premises untenantable nor
shall Landlord be liable for any damage to Tenant's property or persons. Tenant
may not terminate this Lease on account of any damage caused by Tenant or
Tenant's agents, employees, guests or invitees.
15. DEFAULT:
Upon the happening of any of the following events:
(a) Tenant's continued default in the payment of any monthly rental or
other payments due hereunder, including without limitation Additional
Rent, taxes and sales tax or any other payment due Landlord under any
other agreement or contract between Landlord and Tenant; or
(b) Tenant's abandonment or vacating of the Premises, it being agreed that
non-occupation of the Premises for a period of thirty (30) consecutive
days shall be conclusively deemed an abandonment. Notwithstanding
anything contained in Florida Statute Chapter 85 to the contrary; or
(c) Tenant's voluntarily petitioning for relief under or otherwise seeking
the benefit of any bankruptcy, reorganization or insolvency law; or
(d) A receiver or trustee being appointed for Tenant or its property; or
(e) The filing of an involuntary bankruptcy, arrangement, or
reorganization petition against Tenant; or
(f) Tenant's making an assignment for the benefit of creditors; or
(g) Any of the goods, chattels, rights, credits, or effects of Tenant used
in or incident to the occupation of the Premises being seized,
sequestered, or impounded by virtue of or under the authority of any
legal proceedings; or
(h) Tenant's interest under this Lease being sold under execution or other
legal process; or
(i) Any act or omission of Tenant which results in the filing of a lien
against the Premises; or
(j) Any transfer, assignment, subletting or encumbering of Tenant's
interest under this Lease or the Premises, by operation of law or
otherwise without the prior written consent of Landlord, which consent
shall be in the sole and absolute discretion of Landlord; or
(k) Tenant's continued default in the performance or observance of any of
the other covenants or agreements herein contained and not
specifically set forth above for a period of ten (10) days after the
date of mailing written notice thereof by Landlord to Tenant.
16. REMEDIES:
Landlord may, in addition to all other remedies provided by law, exercise
any one or more of the following options which are not mutually exclusive and
are consistent with the laws of the State of Florida:
16.1.Acceleration: Declare the entire remaining unpaid rental (whether monthly,
additional, percentage or otherwise) for the balance of the term of this
Lease immediately due and payable forthwith and take action to recover and
collect the same either by distress or otherwise, or,
16.2.Terminate Tenant's right to possession under this Lease and re-enter and
take possession of the Premises, and relet or attempt to relet the
Premises, or any part thereof, on behalf of and as the agent of Tenant, at
such rental and under such terms and conditions as Landlord may, in the
exercise of Landlord's sole and absolute discretion, deem best under the
circumstances for the purpose of reducing Tenant's liability, and Landlord
shall not be deemed to have thereby accepted a surrender of the Premises,
and Tenant shall remain liable for all rental, additional rent and all
other sums due under this Lease and for all damages suffered by Landlord
because of Tenant's breach of any of the covenants of this Lease. Landlord
shall apply any rentals received from such reletting first to the expenses
of Landlord, if any, incurred by re-entering and placing the Premises in
condition for reletting, and then to the payment of rentals due hereunder
and other obligations of Tenant to Landlord arising under this Lease. In
the event Landlord is successful in reletting the Premises at a rental in
excess of that agreed to be paid by Tenant, Landlord and Tenant each
mutually agree that Tenant shall not be entitled, under any circumstances,
to such excess rental, and Tenant does hereby waive any claim to such
excess rental. At any time during such repossession or reletting, Landlord
may, by delivering written notice to Tenant, elect to exercise its option
under the following subparagraph to accept a surrender of the Premises,
terminate and cancel this Lease, and retake possession and occupancy of the
Premises on behalf of the Landlord.
16.3.Termination and Possession: Declare this Lease terminated, whereupon the
term herein granted and all right, title, and interest of Tenant in and to
the Premises shall end. Such termination shall be without prejudice to
Landlord's right to enforce the collection of any rental, additional rental
or other sums due or accrued at the termination thereof, and for such time
as shall be required to evict Tenant, together with all other damages
suffered by Landlord as a result of Tenant's default. Upon such termination
Landlord shall have the right immediately to re-enter the Premises and take
possession thereof, and Tenant shall thereupon be deemed to have
surrendered the Premises to Landlord.
16.4.Tenant's Account: Pay or perform any obligation of Tenant for Tenant's
account, without prejudice to any other right or remedy of Landlord. All
damages, costs and expenses so incurred by Landlord, including any
interest, penalties and attorneys' fees, shall be due and payable to
Landlord on demand.
16.5. Trial Waiver:
THE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH, THIS LEASE, THE PREMISES AND/OR ANY CLAIM OF INJURY OR
DAMAGE.
Tenant hereby consents to the jurisdiction of any state court whose
jurisdiction includes the county in which the Premises are located.
16.6.Service Address: In the event of any action or proceeding arising from
this Lease or any other agreement to which Landlord and Tenant are a party,
Tenant hereby stipulates that service of process upon Tenant shall be
effective at the following address:
Suite 606
One Sarasota Tower
0 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Tenant covenants that it shall, within five (5) days of change, notify
Landlord of any new address for service of process. In the event that the
foregoing address shall conflict with or otherwise be different from any
address designating a registered agent with the Secretary of State of the
State of Florida, then Landlord, at Landlord's election, may elect to serve
Tenant utilizing either address. In the event Tenant changes its address
and fails to notify Landlord of the change within the aforesaid five (5)
day period, then Tenant hereby agrees that it appoints the Secretary of
State of the State of Florida as Tenant's duly authorized agent for receipt
of service of process.
16.7 Late Payment Interest: If any installment of rent, additional rent or other
sums due hereunder is not paid within ten (10) days after it is due, then
such payment shall bear interest at the lower rate of either eighteen
percent (18%) per annum or the maximum rate permitted by law, from the date
on which it was due until the date on which it is paid, regardless of
whether any notice has been given by Landlord to Tenant. This provision
shall not relieve Tenant from payment of any rent, additional rent or other
sums due hereunder at the time and in the manner herein specified nor waive
any other right or remedy of Landlord hereunder.
16.8.Acceptance of Late Payments: The receipt and acceptance by Landlord of
delinquent rent shall not constitute a waiver of any other default, it
shall constitute only waiver of timely payment for the particular rent
payment involved. No payment by Tenant or receipt by Landlord of a lesser
amount than the rent, additional rent or other sums due shall be deemed to
be other than on account of the earliest stipulated amounts so due, nor
shall any endorsement or statement on any check or any letter or other
writing accompanying any check or payment as rent be deemed in accord and
satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's rights to recover the balance of such rent or to
pursue any other right or remedy provided herein or at law or in equity.
16.9 Cumulative Remedies: The remedies of Landlord herein are cumulative and the
election to proceed by forfeiture or surrender or otherwise shall not
preclude the exercise of any other remedies herein described or otherwise
provided by statute or general law, including at law or in equity, at the
same time or in subsequent times or actions.
17. LANDLORD'S RIGHT OF ENTRY:
The Tenant agrees that the Landlord, or its officers, agents, servants, and
employees may enter said Premises at any hour to protect the same against the
elements, or accidents, or to effect repairs or replacements, and, upon
reasonable notice, at any reasonable hour for the purpose of examining the same,
showing the same to prospective purchasers or tenants, or for any other
reasonable purpose.
18. NOTICES:
Any xxxx, statement, notice or communication which the Landlord may desire
or be required to give to the Tenant shall be deemed sufficiently given and
rendered if, in writing, delivered to the Tenant personally, or sent by
registered or certified mail addressed to the Tenant at the Building or left at
the Premises addressed to the Tenant, and the time of the rendition of such
xxxx, statement, or notice shall be deemed to be the time when the same is
mailed to the Tenant, or delivered, or left at the Premises as herein provided.
Any notice to Landlord shall be in writing, addressed to Landlord at Landlord's
Address (or such different address as Landlord may notify Tenant) and shall be
sent first class mail, postage prepaid, certified return receipt requested.
19. TAXES ON TENANT'S PERSONAL PROPERTY AND TAXES ASSESSED AGAINST RENTALS:
19.1.Personal Property Taxes: The Tenant shall pay promptly when due any and
all taxes and assessments that may be levied or assessed against Tenant's
personal property located in, on or about the Premises and will cause such
personal property to be assessed directly to the Tenant. If for any reason
said personal property cannot, or is not assessed separately and is
included with the Landlord's real or personal property tax assessments, the
Tenant will upon demand pay to the Landlord the amount of taxes levied or
assessed against the personal property, using for such purpose the
valuation and rate of tax placed thereon by the taxing authority, if the
same can be determined and if not, using a reasonable valuation.
19.2.Sales Tax: In addition to the rent hereinabove provided for, the Tenant
shall pay to the Landlord, promptly as and when due, all sales, use or
excise taxes, levied, assessed or payable on or on account of the leasing
or renting provided for hereunder, or on account for the rent payable
hereunder.
20. ATTORNEY'S FEES AND COSTS OF COLLECTION:
The Tenant shall promptly pay to the Landlord all costs and expenses of
enforcement of this Lease and of collection, including without limitation
attorneys' fees, paralegals' fees, and costs, including appeals, with respect to
any part of said rent and other charges and sums of money herein reserved or
required by the Tenant to be paid and met, which may be sustained or incurred by
the Landlord after the date the same, or any portion thereof, becomes due; and
the Tenant further agrees to pay all reasonable costs and expenses, including
reasonable attorneys' fees and paralegal fees, including appeals, which may be
sustained or incurred by the Landlord in or about the enforcement or declaration
of any of the rights or remedies of the Landlord or obligations of the Tenant,
whether arising under this lease or granted, permitted or imposed by law or
otherwise.
21. PRIOR AGREEMENTS:
This agreement supersedes and revokes any and all prior written agreements
between the parties relating to the Premises, and all oral agreements between
the parties relating to the Premises are hereby merged into this lease; and no
amendment, modification or variation of this Lease or of any terms or provisions
of this Lease, shall be effectual, binding or valid unless and until the same is
reduced to writing and signed by the party to be charged thereby. No notice,
request or demand in this Lease provided for may be waived except by written
waiver thereof signed by the party waiving the same. Submission of this Lease to
or by Tenant shall not create any rights in favor of Tenant until this Lease has
been executed by both Landlord and Tenant.
22. FLOOR PLANS:
Any floor plan or other plan, drawing or sketch which is attached to or
made part of this Lease, such as Exhibit "A", is used solely for the purpose of
a reasonable approximate identification and location of the demised Premises,
and any markings, measurements, dimensions or notes of any kind contained
therein (other than the outline of the Premises as an approximate identification
and location thereof) having no bearing with respect to the terms and conditions
of this Lease. The design, layout, materials, structure or other aspects of the
Building and Property may be altered hereafter without affecting Tenant's
obligations hereunder. Tenant acknowledges that neither Landlord nor any agent
or employee of Landlord has made any representation or warranty with respect to
the Premises, the Building or the Land or with respect to the suitability of the
Premises for Tenant's intended use unless such are expressly set forth in this
Lease. Tenant further acknowledges that no representations or warranties as to
the state of construction or repair of the Premises, nor promises to alter,
remodel, improve, repair decorate or paint the Premises, have been made by
Landlord. Tenant has inspected the Premises and the Building and has verified
the dimensions thereof to the satisfaction of the Tenant; and the Tenant has
inspected and is familiar with the condition of the elevators, stairways, halls,
air conditioning system and facilities; and sanitary facilities of the Building
and the Tenant agrees to accept the Premises in their current "as is" condition.
23. NO AUTOMATIC RENEWAL:
There shall be no extension or automatic renewal of the terms of this lease
unless otherwise agreed in writing by the parties hereto. Tenant shall have no
right to hold over and, if Tenant does so with Landlord's consent, same shall be
a tenancy from month-to-month terminable at will by either Landlord or Tenant.
24. BUILDING STANDARDS CRITERIA:
The Premises are leased in its "as is" condition without any modification
or fit out required of the Landlord, except as maybe set forth in Exhibit D.
25. TERMS, HEADINGS AND JURISDICTION:
As used herein the singular shall include the plural, the plural shall
include the singular, and each gender shall include the other where the context
shall so require. The headings in this Lease are not a part of this Lease and
shall have no effect upon the construction or interpretation of any part hereof.
This Lease shall be governed by the laws of the State of Florida.
26. CONDEMNATION:
In the event the whole or any part of the Building of which the Premises
are a part, other than a part not interfering with the maintenance or operation
thereof shall be taken or condemned for any public or quasi-public use or
purpose, the Landlord may, at its option, terminate this Lease from the time
title to or right to possession shall vest in or be taken for such public or
quasi-public use or purpose and the Landlord shall be entitled to any and all
income, rent, awards or any interest therein whatsoever which may be paid or
made in connection therewith.
27. SUBORDINATION TO MORTGAGES:
This lease is hereby made expressly subject and subordinate at all times to
any and all mortgages, deeds of trust, ground or underlying leases affecting the
Premises which have been executed and delivered or which will hereafter be
executed and delivered and any and all extensions and renewals thereof and
substitutions therefore and to any and all advances made or to be made under or
upon said mortgages, deeds of trust, ground or underlying leases. Tenant agrees
to execute any instrument or instruments which the Landlord may reasonably deem
necessary or desirable to effect the subordination of this lease to any or all
such mortgages, deeds of trust, ground or underlying leases and in the event
that the Tenant shall refuse, after reasonable notice, to execute such
instrument or instruments which the Landlord may deem necessary or desirable to
effect the subordination of the lease to any or all such mortgages, deeds of
trust, ground or underlying leases and in the event that the Tenant shall
refuse, after reasonable notice, to execute such instrument or instruments, the
Landlord may, in addition to any right or remedy accruing hereunder, terminate
this lease without incurring any liability whatsoever and the estate hereby
granted is expressly limited accordingly. The Tenant hereby agrees to attorn to
any future owner of the Landlord's interest in the Premises under this Lease,
whether such occurs by reason of the dispossession of the Landlord or otherwise,
and such shall not constitute a default by Tenant hereunder.
28. ESTOPPEL CERTIFICATES:
28.1.Within fifteen (15) days after request of Landlord, Tenant shall deliver
to Landlord a duly executed certificate stating the Termination Date, the
Monthly Rent, the amount of any prepaid rent and security deposits, the
fact that this Lease is in full force and effect, the fact that this Lease
is unmodified (or if modified, the date of the modification), and the fact
that Landlord is not in default (or if a default exists, the nature
thereof). Failure to timely deliver same shall be conclusive evidence that
the Termination Date and Monthly Rent are as set forth herein, no rent has
been paid in advance, there is no security deposit, and that there are no
modifications or Landlord's defaults. Such certificate will be relied on by
Landlord, prospective lenders or prospective purchasers.
28.2.During the term of Lease and any extensions thereto, Tenant (and Tenant's
Guarantor) shall produce current financial statements as requested by
Landlord, any prospective purchaser or lender or any lender of record
within thirty (30) days of written notification from Landlord, together
with an opinion of an independent certified public accountant of recognized
standing to the effect that said financial statements have been prepared in
conformity with general accepted accounting principles consistently applied
and fairly present the financial condition and results of operations of
Tenant as of and for the periods covered. Tenant acknowledges that this
provision is a material element of the Lease without which Landlord would
not have entered into this Lease. If Tenant (or Tenant's Guarantor) is a
company which is required to make periodic reports to the Securities and
Exchange Commission, a copy of Tenant's (or Tenant's Guarantor) most recent
publicly disclosed financial statements shall be sufficient for purposes of
this Lease.
29. QUIET ENJOYMENT:
Landlord agrees that Tenant, upon paying the Monthly Rent, all additional
rent and all other sums and charges then due and upon performing the covenants
and conditions of this Lease to be performed by the Tenant, may enjoy peaceful
and quiet possession of the Premises during the term of this Lease.
30. PARKING SPACES:
Tenant shall have the right to lease six (6) parking spaces within the
Building and Zero (-0-) parking spaces off premises. The cost per month of the
parking spaces is as set forth in paragraph 1.14 hereof.
31. LANDLORD'S RIGHT TO ALTER COMMON AREAS:
Landlord shall have exclusive control and management over the common area,
and may, from time to time, close any portion of the common area to discourage
non-customer use and may use any portion of the common area in connection with
any work done by Landlord in the entire Premises, increase, reduce, or change
the number, type, size, location, elevation, arrangement, nature, and use of any
of the common area, or make any installations or modifications thereof expressly
including, but not limited to, additional stories on the entire Premises or any
portion thereof, booths, kiosks, temporary or permanent free-standing units and
vending devices, or other additions as it deems desirable. Nothing contained
herein shall subject Landlord to any liability nor entitle Tenant to any
compensation or reduction or abatement of rent for a change of any nature in the
common area nor constitute an actual or constructive eviction. Landlord also
reserves and shall have the right to change the street address and/or the name
of the Building.
32. EXCULPATION
Notwithstanding anything to the contrary set forth in this Lease, it is
specifically understood and agreed by Tenant that there shall be absolutely no
personal liability on the part of Landlord, or his successors or assigns with
respect to any of the terms, covenants and conditions of this Lease, and Tenant
shall look solely to the equity of the current or future owner in the Property
for the satisfaction of each and every remedy of Tenant in the events of any
breach by Landlord of any of the terms, covenants and conditions of this Lease
to be performed by Landlord. This exculpation of personal liability is absolute
and without any exception whatsoever.
33. SUCCESSORS AND ASSIGNS:
Except as otherwise provided in this Lease, all of the covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
34. REAL ESTATE COMMISSIONS:
Tenant states affirmatively that he has not had dealings of any nature with
any Real Estate Broker or Salesperson other than the Broker(s) identified in
this Section. Tenant further agrees to hold Landlord harmless from the claim for
commission, fees, or expenses of any other party including Real Estate Brokers
or Salespersons in regard to the obtaining of this Lease.
Negotiations for this lease were conducted by ICORR Properties Realty Inc.,
and no other brokers or salespersons were involved in the negotiations of this
lease other than as specified herein above. Landlord agrees to hold harmless and
indemnify the Tenant from any and all claims for commission by ICORR Properties
Realty Inc. or anyone claiming a commission by or through it. Tenant agrees to
hold harmless and indemnify The Landlord from any and all claims for commission
by anyone claiming by or through Tenant.
35. RADON AND HAZARDOUS WASTE
35.1.RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT IS
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. THE FOREGOING NOTICE IS
PROVIDED PURSUANT TO ss. 404.056(5), FLORIDA STATUTES (1988), WHICH
REQUIRES THAT SUCH NOTICE BE INCLUDED IN CERTAIN REAL ESTATE DOCUMENTS.
35.2.Tenant shall not place in nor store on or about the Premises or Building
nor discharge, emit, dispose or release from on or about the Premises or
Building, nor allow to be placed onto, stored on or about, or be
discharged, emitted, disposed or released from on or about the Premises or
Building, any pollutants, hazardous substances or hazardous waste; (as
defined by and/or as prohibited by any common law or any federal, state or
local statute, regulation, ordinance or other regulatory requirement,
including without limitation, any so-called "Superfund" or "Super Lien"
legislation, relating to the presence of hazardous waste on, in or about
the Premises) and shall indemnify and hold Landlord harmless from and
against any and all expense, damage, loss or liability incurred by Landlord
as a result of Tenant's breach of this covenant, including, without
limitation, any response costs, clean-up costs, environmental investigation
and/or feasibility costs, and any and all fines or penalties imposed as a
result thereof. Tenant further agrees that, upon request, it shall furnish
Landlord with such estoppel or other written information as Landlord may
reasonably request with regard to Tenant's compliance with this
representation and Tenant acknowledges that the covenants in this paragraph
comprise a material inducement for Landlord to enter into this lease
without which Landlord would not have done so.
36. ADDITIONAL PROVISION REGARDING LANDLORD'S LIABILITY
The term "Landlord" as used in this Lease so far as covenants or
obligations on the part of Landlord are concerned shall be limited to mean and
include only the owner or owners of the Building at the time in question. In the
event of any transfer or transfers or conveyances, the then grantor shall
automatically be freed and released from all personal liability accruing from
and after the date of such transfer or conveyance as respects the performance of
any covenant or obligation on the part of Landlord contained in this Lease to be
performed. It being intended hereby that the covenants and obligations contained
in this Lease on the part of Landlord shall be binding on the Landlord, its
successors and assigns only during and in respect to their respective successive
periods of ownership.
37. THE AMERICANS WITH DISABILITIES ACT:
The Tenant hereby agrees to abide by all of the provisions of The Americans
With Disabilities Act, 28 CFR Part 36, highlights of which are attached hereto
as Exhibit F.
38. BUILDING RULES AND REGULATIONS:
Tenant agrees that it shall at all times abide with the Building Rules and
Regulations attached hereto as "Exhibit B".
39. PERFORMANCE: No agreement unless it is incorporated into this lease is
binding. TIME IS OF THE ESSENCE OF THIS CONTRACT. This lease shall bind and
inure to the benefit of the successors and assigns of the parties hereto.
40. ADDITIONAL PROVISIONS: See attached Exhibit D.
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease as of
the day and year first above written.
WITNESS: Landlord:
ONE SARASOTA TOWER INC.
By:/s/ Xxx Xxxxx
-------------------------
, as Authorized Agent
WITNESS: Tenant:
CORE CARE DELAWARE, INC.
By: Xxxx
-------------------
as
its:
EXHIBIT A
FLOOR PLAN OF PREMISES
EXHIBIT B
ONE SARASOTA TOWER
BUILDING RULES & REGULATIONS
OPERATING HOURS
Standard operating hours for One Sarasota Tower are from 8:00 a.m. to 6:00 p.m.
Monday through Friday and 8:00 a.m. to 1:00 p.m. Saturday. Closed Sunday and all
legal holidays. On request of Tenant, Landlord will furnish air conditioning or
heating outside of The Standard Building Operating hours as herein defined,
provided that Tenant shall reimburse Landlord for the cost to the Landlord of
providing such air conditioning or heating. The cost to the Landlord shall be
established by multiplying the period of time the air conditioning or heating is
supplied by the average kilowatt/hour charged the Landlord by the public utility
providing electricity to the building.
1. For off hour entry, security measures have been established. This may mean
individual keying, card entry or watchman sign-in stations.
2. Appropriate identification will be required for any persons wishing to enter
the building during non-standard operating hours.
BUILDING DIRECTORIES
Directories will be supplied by the Landlord to show the name and location of
the Tenants only. One name will be displayed. Additional names must be approved
by the Landlord and paid for by the Tenant.
GENERAL CLEANING - General cleaning will be carried out Monday through Friday,
holidays excepted, except that end of day Friday cleaning will be carried out on
Sundays, to preserve freshness for Monday mornings.
A. Public Areas
1. All stone, ceramic, tile, marble, terrazzo, composition and other unwaxed
flooring shall be swept and washed nightly, using approved unscented
dust-down preparations.
2. All wood, vinyl and other similar types of floors to be swept nightly,
using dust-down preparations and dry mopped or cleaned with a material
specified by the manufacturer to remove any foreign matter. If wax is
required, it shall be of the non-skid type and applied monthly.
3. Carpets shall be vacuumed nightly and foreign matter removed with a product
specified by the carpet institute compatible with the carpet fibers.
4. Metal work shall be wiped down nightly and polished monthly if needed.
5. Stairwells shall be checked nightly and swept or washed as needed to be
kept neat and clean.
6. Elevator doors shall be wiped down nightly and all finger marks and foreign
matter removed both inside and out.
7. Public telephone booths shall be treated as above with special care given
to maintain neat telephone books. Spray mouthpiece with disinfectant.
8. Water fountain to be washed nightly with special attention to the areas
around the fountain.
9. Plants, sculpture and other decorations shall be polished nightly to remove
foreign matter, etc.
10. Public areas shall be policed on a set schedule throughout the day to
maintain the desired appearance.
B. Building Staff Areas
1. Workshops shall be kept neat.
2. Slop sinks shall be washed after use.
3. All service areas shall be given daily attention.
C. Lavatories
1. Wash all lavatory floors nightly with non-scented disinfectant and remove
any foreign matter.
2. Wash tile walls and toilet stall enclosures at least once a week or as
necessary.
3. Clean mirrors, shelves and chrome fixtures nightly.
4. Wash and disinfect all sinks, urinals and toilets nightly.
5. Empty all waste paper receptacles nightly.
6. Fill toilet tissue holders and paper towel holders and soap dispensers
nightly; also sanitary napkin machines.
7. Check and report condition of toilet stall handles, locks, etc.
D. Office Areas
1. Empty all waste baskets nightly.
2. Vacuum rugs and carpets and sweep uncarpeted areas nightly.
3. Hand dust all horizontal surfaces within reach.
4. Dust wood chair and table rungs and supports nightly.
5. Vacuum upholstered furniture every two weeks.
6. Once a month all surfaces not within normal reach will be dusted. Vertical
surfaces such as doors, walls, cabinets and movable partitions will be
wiped down.
7. Window blinds will be cleaned monthly.
FREIGHT AND LARGE ITEMS
The freight elevator must be used to move items in or out of the building. This
requires the Tenant to schedule or notify the building personnel of the need for
the elevator so as to eliminate confusion. Every effort will be made to comply
but priorities and unforeseen conditions often make compliance difficult.
Any damage done to the premises by the moving of the Tenants' items shall be
repaired at the Tenants' expense.
Removal from the Tenant's spaces of large amounts of cartons or debris requiring
time of building personnel beyond standard cleaning time will be billed to
Tenant.
At times, items leaving the building will be checked by building personnel to
ascertain ownership.
TENANT IMPROVEMENTS
All plans and specifications for Tenant fix-up, improvements and any future
alterations shall be approved by Landlord.
SIGNS AND DISPLAYS
Each Tenant shall have a sign to identify the business.
For offices, the sign must conform to size and location established for the
building.
The design and color must be approved by the Landlord.
Signs cannot be affixed to office entrance doors except in unusual conditions.
For retail stores, signs must be compatible with the design of the store front
and the surrounding areas. Special attention must be given to color and lighting
so as to maintain the design integrity of the building both inside and out.
Signs used within the store and visible to the public must be of a style,
material and character in keeping with the building. No paper signs can be used
or fastened to the windows. No easels will be permitted in the lobby area in
front of the store.
All sign designs shall be approved by Landlord and the Landlord reserves the
right to have any signs or displays removed that do not conform to the high
standards of the building.
OBSTRUCTION OF TRAFFIC AISLES AND CORRIDORS
All Tenants shall not place any item of furniture or equipment or sign or
display or any other item in a corridor or aisle or lobby or any other space,
that will impede access or clutter the area. We realize that at times it is
necessary to place things outside of the demised premises in order to perform
certain tasks. However, we expect that every effort will be made to remove these
as fast as possible. If the items remain overlong, the Landlord reserves the
right to remove them and will charge the Tenant for handling and storage.
ADVERTISING, PROMOTIONS, ETC.
Neither the name of the building nor the picture of the building shall be used
for any type of promotion without consent of the Landlord, which will not be
unreasonably withheld. Also advertising, brochures, promotions, etc., which
large numbers of people will be arriving or the lobby will be used as a
reception or staging area, must be approved by the Landlord. If additional
building personnel are needed, a charge will be established for their service.
DAMAGING OR DEFACING PREMISES
The Landlord desires to maintain the building in a first-class condition. To
this end, a schedule of repainting and refinishing of all areas will be
followed. Any surfaces such as window sills, walls, doors, window coverings etc.
damaged by the Tenant or visitors to the Tenant spaces will be repaired by the
building and all costs will be billed to the Tenant.
All damages will be repaired as soon as possible to maintain the building
appearance.
Tenant shall not do any painting, floor laying, cutting, drilling or other major
work in his premises without the consent of the Landlord.
Tenant shall not install any heavy articles such as a safe without express
consent of the Landlord. Should it be necessary to reinforce the floor etc. and
it is possible, it will be done at Tenant's expense.
WINDOWS, ETC.
The Tenant shall not attach anything to the windows.
Building standard window coverings will be used in all office windows.
Should the Tenant install drapes, they shall be hung on the office side of the
standard window coverings and must not be visible from the street.
No obstruction shall be built or placed at the windows that would impede the
work of the window washers.
ELECTRONIC DEVICES
We are in the age of electronics and the use of these devices will increase.
It is imperative that all electronic items be controlled so as not to conflict
with the operation of equipment in adjoining offices or throughout the building.
The Landlord does not want to be a watchdog in these matters. However, should
conflicts be brought to our attention and in an effort to maintain a happy,
productive working climate, we will take the necessary action within our power.
VENDING EQUIPMENT AND FOOD
Vending or food service equipment will not be allowed in the office areas.
Coffee makers, hot water makers and water coolers are the exception.
EXHIBIT C
BUILDING STANDARDS CRITERIA
SPECIFICATIONS
CEILINGS: Suspended acoustical tile installed over entire net usable area: 2'
x 2' module with a reveal edge tile, U.S. Gypsum Co. Acoustone
with "Glacier" finish.
FLOORS: Carpet installed over entire net usable area; tufted cut pile, 30 oz. 2 ply,
nylon Class 1. Direct glued to concrete slab.
BASE: Resilient base along all walls within Tenant area; 4" high, cove
style, 1/8" thick
INTERIOR PARTITIONS: Gypsum wallboard supplied at a rate of 65 lin. ft. per 1,000 sq. ft. of net
usable area. Constructed from floor-to-ceiling, 5/8" thickness of
gypsum wallboard on either side of a deep metal stud at 2' o.c. All
joints are taped and sanded.
PARTY & CORRIDOR Gypsum wallboard supplied at a rate of 65 lin. ft.
PARTITIONS: per 1,000 sq. ft. of usable area. Constructed from
floor-to-structure, 5/8" thickness of fire rated gypsum board on
either side of a metal stud at 2' o.c. Wall cavity is filled with
1-1/2" thick sound attenuation blanket. All joints are taped and
sanded.
ENTRY DOORS: Full height to ceiling supplied at a rate of one door per 2,500 sq. ft. of net
usable area. 3-3/4" thick, solid core construction, 3' - 0" wide.
Finish is stained Mahogany. Door frame is drywall type steel, Grade
II, Model One, 18 gauge construction.
INTERIOR DOORS: Full height doors to be supplied at a rate of three doors per 1,000 sq .ft. of
net usable area. 8' - 6" high, 1-3/4" thick, solid core construction,
3'0" wide. Finish is stained Mahogany. Door frame is drywall type
steel, Grade II, Model One, 18 gauge construction.
WALL FINISH: All wall surfaces receive two coats of flat finish latex paint. All door
frames to be painted with two coats of enamel.
WINDOW COVERINGS: 1" narrow slat horizontal blinds in each exterior window. Building standard
color, white baked enamel with all necessary operating hardware.
LIGHT FIXTURES: 2' x 4' lay-in-fluorescent, 3 tube, acrylic parabolic lens fixture supplied at
the rate of 12 fixtures per 1,000 sq. ft. of net usable area.
MECHANICAL: Design conditions provide for 75 cooling in summer and 72 heating in
winter. Cool and warm air exterior zones are supplied through 2" x
4'0" linear diffusers along exterior perimeter. Cool air interior
zones are serviced by lay-in diffusers served by 10' of flexible
ducts at the rate of 6.5 units per 1,000 sq. ft. of net usable area.
SPRINKLERS: White enameled semi-recessed pendant heads in accordance with the
National Fire Protection Association Guide No. 13 and supplied at a
rate of one head per 196 sq. ft. of net usable area.
ELECTRICAL: Duplex electrical outlets, 110 volts, are supplied at a rate of six
per 1,000 sq. ft. of net usable area. Building standard color with
ivory plastic cover plates. Toggle light switches are supplied at a
rate of five per 1,000 sq. ft. of net usable area. Building standard
color with ivory plastic cover plates.
HARDWARE: Tenant Entrance and Interior Doors
Lock - Xxxxxxx Lever Handle
ALL HARDWARE TO BE US #10 BRASS FINISH
EXHIBIT D
SPECIAL PROVISIONS
I. CONSUMER PRICE INDEX CALCULATION
At the expiration of each Lease Year, the Base Rent shall be adjusted in
accordance with this paragraph. For the purposes of this paragraph, the "Price
Index" shall be the Consumer Price Index obtained from the Monthly Labor Review
as published by the Bureau of Xxxxx Xxxxxxxxxx, Xxxxxx Xxxxxx Xxxxxxxxxx xx
Xxxxx, Xxxxxx Xxxxxx All Urban Consumers (CPI-U) (1982-84 = 100). For the
purposes of computing the adjusted Base Rent, the following formula shall be
applied.
First, the Consumer Price Index shall be determined for the third month
prior to the end of the applicable twelve (12) month period of this Lease;
Second, the Consumer Price Index shall be determined for the third month
prior to the beginning of that twelve (12) month period of this Lease;
Third, a decimal fraction shall be obtained by using the first percentage
figure as the numerator and the second percentage figure as the denominator;
Fourth, the decimal fraction as determined above shall be multiplied by the
Base Rent, as the same may have been previously adjusted;
Fifth, the product of such multiplication shall be the Base Rent for the
succeeding twelve (12) month period, until the same shall have been adjusted as
set forth herein. The increase in Base Rent shall not in any event be less than
three and one-half percent (3.5%), nor greater than five percent (5%).
Change of Price Index. If the Price Index is changed so that the initial
Price Index differs from that used in any succeeding years during the term of
this Lease, the Index shall be converted in accordance with the conversion
factor published by the United States Department of Labor, Bureau of Labor
Statistics. If the Price Index is discontinued or revised during the term, such
other government index or computation with which it is replaced shall be used in
order to obtain substantially the same results as would be obtained if the Price
Index had not been discontinued or revised.
II. CORPORATE TENANT.
If the Tenant is a corporation, this lease shall not be valid and binding
until Tenant has delivered to Landlord a true and correct copy of:
1) The Articles of Incorporation and Certificate of Good Standing from
the State of Delaware, and;
2) Certificate of Good Standing or Certification of Admission to do
business in the State of Florida, if a foreign corporation.
III. LANDLORD UPGRADES/IMPROVEMENTS:
A. The Premises are leased in an "as is" basis.
B. Landlord will construct a doorway between Suites 606 and 608.
C. Landlord will paint the walls in Suite 608.
D. Landlord will redecorate Suite 606 where necessary to have it comply with
the Building Standard finish.
EXHIBIT E
SHORT-FORM LEASE
THIS AGREEMENT made this _______ day of _________________, 200_____, by and
between ONE SARASOTA TOWER INC., a Florida corporation, (hereinafter referred to
as "Landlord") and (herein referred to as Tenant").
WITNESSETH:
The Landlord, in consideration of the rents reserved and the terms,
covenants, agreements, and conditions contained in a certain Lease Agreement
between the same parties dated ___________________________________, 20_____ ,
hereby leases to and Tenant hereby takes from the premises known as Suite , One
Sarasota Tower, Sarasota, Florida for the term commencing on _________________,
20_____, as adjusted for completion of Tenant improvements and which lease may
be extended or renewed for additional terms of ( ) years each on the terms,
covenants, conditions, and agreements contained in the said lease dated
______________________________, 20______.
The herein described Lease prohibits liability for construction liens
against the Landlord's interest in the demised premises, as more particularly
set forth in Paragraph 7, Additions and Alterations, of the said lease dated
____________________________, 200__.
Signed, sealed and delivered
in the presence of:
WITNESS: Tenant:
By: /s/ Xxxx (Seal)
----------------------
, as President
ONE SARASOTA TOWER INC.
By: Xxxxxxx X. Xxxxx (Seal)
----------------------
, as
STATE OF FLORIDA
COUNTY OF ________________
The foregoing instrument was sworn to and acknowledged before me this
_______ day of _________________, 200____ by
__________________________________________ as its _________________________, who
is personally known to me or who has produced
_____________________________________________ as identification and who did (did
not) take an oath.
_______________________________________
Notary Public (Seal)
_______________________________________
Print or type Notary Name
State of Florida at Large
My Commission Expires:
STATE OF FLORIDA
COUNTY OF ________________
The foregoing instrument was sworn to and acknowledged before me this
_______ day of _________________, 200___ by
__________________________________________ as its _________________________, who
is personally known to me or who has produced
_____________________________________________ as identification and who did (did
not) take an oath.
_______________________________________
Notary Public (Seal)
_______________________________________
Print or type Notary Name
State of Florida at Large
My Commission Expires:
ASSIGNMENT OF LEASE
This Assignment of Lease made this ____ day of ________________, 2002, by
and between CORE CARE DELAWARE, INC., a Delaware corporation, hereinafter
referred to as "Core Care," and SURGICAL SAFETY PRODUCTS, INC., a New York
corporation, hereinafter referred to as "SSPI."
W I T N E S S E T H :
WHEREAS, Core Care and One Sarasota Tower Inc. entered into a Lease
Agreement (the "Lease") dated March 23, 2001, for Suites 606 and 608 of the
building located at Two North Tamiami Trail, Sarasota, Florida, and;
WHEREAS, Core Care desires to assign all of its right, title and interest
in and to the Lease to SSPI; and
WHEREAS, Core Care and SSPI desire that One Sarasota Tower, Inc., as
Landlord, consent to the assignments.
NOW, THEREFORE, upon the mutual covenants and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
(f) Recitals: The hereinabove set forth recitals are true and correct.
(g) Assignment: Core Care hereby assigns all of its right, title and interest
in and to the Lease to SSPI.
(h) Assumption: SSPI hereby assumes the obligations of the Tenant as set forth
in the Lease and agrees to abide by all of the terms and conditions of said
Lease and to perform any and all obligations as specified therein.
(i) Obligations: Core Care has not been released from the obligations as a
Tenant pursuant to the terms of the Lease and shall remain liable for all
obligations thereunder as if Core Care remained as a Tenant.
(j) Approval by Landlord: This Assignment is subject to review and approval by
the Landlord.
CORE CARE DELAWARE, INC.,
a Delaware corporation
by: Xxxx
-------------------
as its:
SURGICAL SAFETY PRODUCTS, INC.,
a New York corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, as President
CONSENT:
One Sarasota Tower Inc., as Landlord, hereby consents to the herein
contained Assignment of Lease from Core Care Delaware, Inc., a Delaware
corporation, to Surgical Safety Products, Inc., a New York corporation.
One Sarasota Tower
by: /s/ Xxx Xxxxx
Xxx Xxxxx
as its Authorized Agent
This instrument prepared by:
J. XXXXXXXX XXXXXXXX, ESQ.
ICARD, MERRILL, CULLIS, TIMM,
FUREN & XXXXXXXX, P.A.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
(000) 000-0000
AMENDMENT TO LEASE AGREEMENT
This Agreement is made and entered into as of the _____ day of
_________________, 2002 between ONE SARASOTA TOWER INC., a Florida corporation,
(the "Landlord") and SURGICAL SAFETY PRODUCTS, INC., a New York corporation,
(the "Tenant").
W I T N E S S E T H :
WHEREAS, Landlord and CORE CARE DELAWARE, INC., a Delaware corporation
("Core Care"), entered into a Lease Agreement (the "Lease") dated March 23,
2001, for Suites 606 and 608 of the building located at Two North Tamiami Trail,
Sarasota, Florida; and
WHEREAS, Core Care assigned all of its right, title and interest in and to
said Lease to Tenant about May 8, 2002; and
WHEREAS, Tenant desires to amend the Lease to delete Unit 606.
NOW THEREFORE, upon the mutual covenants and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:
(k) Release: Upon the performance of all of the terms and conditions contained
below, Tenant shall be released from its obligations pursuant to the Lease
as to Unit 606; provided, however, that all payments due under the Lease
are paid in full, and Tenant is not in default under any of the terms or
conditions of the Lease.
(l) Surrender Date: Tenant shall vacate Unit 606 on or before June 1, 2002.
(m) Separation of Units: Tenant shall pay all expenses incurred for replacing
the wall between Units 606 and 608.
(n) Parking: Tenant shall cease occupancy of three (3) of its parking spaces.
Tenant shall retain occupancy o three (3) parking spaces, for which it
shall pay $45.00 per month, per space.
(o) Leasing Fee: Tenant shall pay to ICORR Property Realty, Inc., a Leasing Fee
in the amount of $6,745.14.
(p) Rent: The monthly base rent for Xxxx 000, beginning June 1, 2002, shall be
$4,446.48, plus sales tax. Future rent escalations shall be calculated
according to the provisions contained in the Lease.
(q) Security Deposit: Tenant currently has on deposit with Landlord a Security
Deposit in the amount of $7,070.00. Landlord shall retain $4,180.00 as a
Security Deposit for Xxxx 000, and shall apply the balance of $2,890.00
toward payment of the costs of replacing the wall between Units 606 and
608, and the Leasing Fee.
(r) Xxxxxx Xxxxxx Group Lease: This Agreement is conditioned upon the execution
by the Xxxxxx Xxxxxx Group, Inc. of a new lease for Xxxx 000, effective
June 1, 2002.
Except as specifically modified herein, the terms of the Lease will remain
in full force and effect. Any terms not defined herein shall have the same
meaning as the definition of that term in the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
duly executed the date first above written, by their officers or parties
thereunto duly authorized.
LANDLORD:
WITNESSES: ONE SARASOTA TOWER INC.
/s/ Xxx Xxxxx
------------------------
Witness Signature Xxx Xxxxx, as its Authorized Agent
Witness Printed Name
______________________________
Witness Signature
______________________________
Witness Printed Name
TENANT:
SURGICAL SAFETY PRODUCTS, INC.
/s/ Xxxxxxx X. Xxxxx
-------------------------
Witness Signature By Xxxxxxx X. Xxxxx, as President
Witness Printed Name
_______________________________
Witness Signature
_______________________________
Witness Printed Name
