EXHIBIT 10.8
LEASE AGREEMENT
between
XXXXXX WEST ASSOCIATES, LTD.
a Florida limited partnership
and
URSUS TELECOM CORPORATION,
a Florida corporation
Dated: April 19th, 1993
Suite: 000
Xxxxxxxx Xxxxxx Xxxxxx, Xxxx. X
000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
SUMMARY OF LEASE
THIS DOCUMENT IS MERELY A SUMMARY AND ANY PROVISIONS OF THE LEASE AND OTHER
AGREEMENTS BETWEEN LANDLORD AND TENANT SHALL PREVAIL OVER CONFLICTING PROVISIONS
CONTAINED HEREIN.
(A) LANDLORD'S MAILING ADDRESS: 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
(B) TENANT'S NAME: Ursus Telecom Corporation
MAILING ADDRESS: 000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
(C) DEMISED PREMISES: Xxxxx 000 xx Xxxxxxxx
Xxxxxx Xxxxxx, Xxxx. X
000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
RENTABLE SQUARE FOOTAGE: 2,158
(D) TERM: Five (5) years
(E) COMMENCEMENT DATE: May 1, 1993
OCCUPANCY DATE: same as above
EXPIRATION DATE: 60 months thereafter
(F) BASE RENT: $11.00 Per Square Foot (Year 1)
LEASE TERM ANNUAL RENT MONTHLY INSTALLMENT
(Year 1) (Year 1)
5 years $23,738.00 Base Rent $1,978.16
Additional Rent $ 960.31
Sales Tax $ 176.30
---------
TOTAL $3,114.77
(G) INTERIM OPERATING EXPENSES: $5.34 Per Square Foot
(1993 estimate)
(H) SECURITY/DAMAGE DEPOSIT: None
(I) PERMITTED USE: General Business Offices
(J) EXHIBITS: The following exhibits attached to this Lease are
hereby incorporated herein and made a part hereof.
EXHIBIT "A" - Floor Plan
EXHIBIT "B" - Legal Description
EXHIBIT "C" - Site Plan
EXHIBIT "D" - Estoppel Certificate
EXHIBIT "E" - Tenant Rules and Regulations
EXHIBIT "F" - Electrical Service Agreement
EXHIBIT "G" - Expansion Space
Please make all checks payable to: Xxxxxx West Associates, Ltd.
c/o Stiles Property Management
Property Management
0000 Xxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
PLEASE INCLUDE XXXXXX WEST ASSOCIATES, LTD. AS AN ADDITIONAL INSURED ON ALL
INSURANCE POLICIES.
LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter referred to as the "Lease") is made and
entered into the 19th day of April, 1993, by and between XXXXXX WEST ASSOCIATES,
LTD. a Florida limited partnership (hereinafter referred to as "Landlord") and
URSUS TELECOM CORPORATION, a Florida corporation (hereinafter referred to as
"Tenant").
W I T N E S S E T H:
THAT LANDLORD, in consideration of the rents and agreements hereafter
promised and agreed by Tenant to be paid and performed, does hereby lease to
Tenant, and Tenant does hereby lease from Landlord, the real property described
herein, subject to the following terms.
ARTICLE I
DESCRIPTION OF PROPERTY; TERM
Section 1.1 Description of Property. Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the following space: approximately 2,158
rentable square feet (hereinafter called the "Demised Premises" or "Premises")
approximately as shown on Exhibit "A" and made a part of this Lease, in the
building known as Sawgrass Office Campus, Building B, located at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter called the "Building"), as
described in Exhibit "B" and depicted on the site plan attached hereto as
Exhibit "C", together with the right to use in common with other tenants of the
Building, their invitees, customers and employees, all common facilities
contained inside or outside the Building and parking areas. All of the land and
real property underlying the Building or adjacent thereto, with all improvements
thereto including the Building, and used in connection with the operation of the
Building shall be referred to herein as the "Property".
Section 1.2 Term. Tenant shall have and hold the Premises for a term of
five (5) years (hereinafter referred to as the "Term" or "Lease Term"),
commencing on May 1, 1993 (the "Commencement Date") and expiring 60 months
thereafter (the "Expiration Date"). Such Commencement Date is predicated upon
the execution by Tenant of this Lease not later than April 5, 1993. For each day
after April 5, 1993 that the Lease is not executed by Tenant, there shall be a
corresponding one-day delay in the Commencement Date hereof. If the Term of this
Lease commences on any day of the month other than the first day, Rent from such
date to the end of such month shall be prorated according to the number of days
in such month and paid on a per diem basis, in advance, on or before the
Commencement Date. Tenant agrees that it will execute, prior to occupancy, an
Estoppel Certificate in the form attached hereto as Exhibit "D", certifying said
dates. Tenant's failure or refusal to execute said Estoppel Certificate shall
constitute a default hereunder.
ARTICLE II
BASE RENT
Section 2.2. Base Rent; Late Charge; Sales Tax. Commencing upon the
Commencement Date hereof as defined in Section 1.2 above, Tenant agrees to pay
Landlord an aggregate base rent for the first year of the Lease Term in the
amount of $23,738.00 (the "Base Rent"), payable in twelve (12) equal monthly
installments of $1,978.16 in advance of the first day of each and every month
during the first year of the Lease Term. The first six (6) month's Rent (as
defined below) and sales tax thereon shall be paid simultaneously with the
execution of this Lease. In addition, Tenant shall be responsible for the
payment of Additional Rent as provided in Article III below (the Base Rent and
Additional Rent shall sometimes be collectively referred to as the "Rent"). In
the event any monthly Rent payment is
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not paid within five (5) days after it is due, Tenant agrees to pay a late
charge of five (5%) percent of the amount of the payment due. Tenant further
agrees that the late charge imposed is fair and reasonable, complies with all
laws, regulations and statutes, and constitutes an agreement between Landlord
and Tenant as to the estimated compensation for costs and administrative
expenses incurred by Landlord due to the late payment of Rent to Landlord by
Tenant. Tenant further agrees that the late charge assessed pursuant to this
Lease is not interest, and the late charge assessed does not constitute a lender
or borrower/creditor relationship between Landlord and Tenant, and may be
treated by Landlord as Additional Rent owed by Tenant. Tenant shall pay to
Landlord all sales or use taxes pertaining to the Rent (currently 6%) which
shall be remitted by Landlord to the Florida Department of Revenue.
Section 2.2 Rental Adjustment. Commencing on the first (1st) anniversary
of the Lease, and each and every anniversary thereafter, the Base Rent shall
increase by three (3%) percent over the previous year's Base Rent.
Section 2.3 Payment Without Notice or Demand. Except as otherwise
specifically set forth in this Lease, the Rent called for in this Lease shall be
paid to Landlord without notice or demand, and without counterclaim, offset,
deduction, abatement, suspension, deferment, diminution or reduction. Tenant
hereby waives all rights now or hereafter conferred by statute or otherwise to
quit, terminate or surrender this Lease or the Premises or any part thereof, or
to any abatement, suspensions, deferment, diminution or reduction of the Rent on
account of any such circumstances or occurrence.
Section 2.4 Place of Payment. All payments of Rent shall be made and paid
by Tenant to Xxxxxx West Associates, Ltd., c/o Stiles Property Management, 0000
Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, or at such other place as
Landlord may, from time to time, designate in writing to Tenant. All Rent shall
be payable in current legal tender of the United States, as the same is then by
law constituted. Any extension, indulgence, or waiver granted or permitted by
Landlord in the time, manner or mode of payment of Rent, upon any one (1)
occasion, shall not be construed as a continuing extension, indulgence or
waiver, and shall not preclude Landlord from demanding strict compliance
herewith.
ARTICLE III
ADDITIONAL RENT
Section 3.1 Additional Rent. In addition to the Base Rent, Tenant shall
pay as "Additional Rent" its proportionate share ("Tenant's Proportionate
Share") of the Operating Expenses (as herein defined) of the Building and the
Property. Additional Rent shall be paid to Landlord in accordance with the
following provisions:
1. Landlord shall furnish to Tenant prior to thirty (30) days after the
beginning of each calendar year, including the first calendar year, a budget
setting forth Landlord's estimate of Operating Expenses for the upcoming year.
The Operating Expenses shall be determined as though the Building were occupied
at the actual occupancy rate or at an occupancy rate of ninety five (95%)
percent, whichever is higher. Tenant shall pay to Landlord, on the first day of
each month as Additional Rent, an amount equal to one-twelfth (1/12th) of
Tenant's Proportionate Share of Landlord's estimate of the Operating Expenses
for that calendar year. If there shall be any increase or decrease in the
Operating Expenses for any year, whether during or after such year, Landlord
shall furnish to Tenant a revised budget and the Operating Expenses shall be
adjusted and paid or credited, as the case may be. If a calendar year ends after
the expiration or termination of this Lease, the Additional Rent payable
hereunder shall be prorated to correspond to that portion of the calendar year
occurring within the Term of this Lease.
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2. Within 120 days after the end of each calendar year, Landlord shall
furnish to Tenant an operating statement showing the actual Operating Expenses
incurred for the preceding calendar year. Tenant shall either receive a refund
or be assessed an additional sum based upon the difference between Tenant's
Proportionate Share of the actual Operating Expenses and the Additional Rent
payments made by Tenant during said year. Any additional sum owed by Tenant to
Landlord shall be paid within ten (10) days of receipt of assessment. Any refund
owed by Landlord to Tenant shall be credited toward Tenant's next month's rental
payment. Each operating statement given by Landlord shall be conclusive and
binding upon Tenant unless, within thirty (30) days after Tenant's receipt
thereof, Tenant shall notify Landlord that it disputes the accuracy of said
operating statement, in which event Landlord shall cooperate with Tenant in
providing accounting records to substantiate such operating statement. Failure
of Landlord to submit the written statement referred to herein shall not waive
any rights of Landlord, unless such statement is not submitted within one year
from the end of the prior calendar year.
3. Landlord's "Operating Expenses", as calculated pursuant to Section
3.1.1 above, shall mean expenses relating to the operation and maintenance of
the Building and the Property, and all amenities and appurtenances relating
thereto, including, without limitation, the following:
(a) reasonable and customary wages and salaries of all persons engaged
in the maintenance and operation of the Building and Property at or
below the level of Property Manager;
(b) social security taxes and all other taxes which may be levied
against Landlord;
(c) medical and general benefits for all Building employees, pension
payments and other fringe benefits, at or below the level of
Property Manager;
(d) administrative expenses and charges;
(e) all insurance premiums;
(f) stand-by sprinkler charges, water charges and sewer charges;
(g) electricity and fuel used in the heating, ventilation,
air-conditioning, lighting and all other operations of the common
areas of the Building;
(h) trash removal;
(i) painting of all common areas in the Building and Property;
(j) window cleaning, janitorial services and related equipment and
supplies;
(k) maintenance and repair of the Building and Property;
(l) maintenance and service contracts;
(m) tools, equipment and supplies necessary for the performance of
repairs and maintenance (which are not required to be capitalized
for federal income tax purposes);
(n) maintenance and repair of all mechanical and electrical equipment in
the Building;
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(o) maintenance and repair of elevators, restrooms, lobbies, hallways
and other common areas of the Building;
(p) maintenance of pavement, curbs, walkways, lighting facilities,
landscaping, driveways, parking areas and drainage areas upon the
Property;
(q) personal property taxes, if any, only as they relate to property
located in the common areas of the Building;
(r) real estate taxes assessed against the Building and the Property.
The term "real estate taxes" shall mean any tax or assessment
levied, assessed or imposed at any time by any governmental
authority upon or against the Building or the Property or any part
thereof, any tax or assessment levied, or any franchise, or other
tax or governmental imposition levied, assessed or imposed against
or upon Landlord in substitution in whole or in part for any tax or
assessment against or upon the Building and the Property or any part
thereof;
(s) assessments for public improvements imposed against the Building and
the Property and assessments of the Association (defined below);
(t) a reasonable amortization cost due to any capital expenditures
incurred to reduce or limit Operating Expenses of the Property and
Building, to provide electronic security for the Building, or which
may now or hereafter be required by governmental authority or by
Landlord's insurance carrier;
(u) all other costs and expenses which would be considered as an expense
of maintaining, operating or repairing the Building and the
Property.
4. Included in Additional Rent is the full cost of Tenant's management
fee.
5. "Tenant's Proportionate Share" shall, at any given time, be defined as
that fraction having as a numerator the total rentable square footage leased
hereunder at said time, and having as a denominator the total rentable square
footage of Sawgrass Office Campus, Building B. Tenant's Proportionate Share, as
of the Commencement Date hereof is 8.64%.
6. The term "Declaration" shall mean that certain Declaration of
Covenants, Conditions and Restrictions for Sawgrass International Corporate
Park. Pursuant to the Declaration, a corporation not-for-profit, known as
Sawgrass Property Owners' Association, Inc. (the "Association") has been formed
to enforce the Declaration and to operate and maintain the Common Areas referred
to therein. Tenant agrees to pay Tenant's Proportionate Share of any and all
maintenance or other assessments imposed by the Association on Landlord as owner
of the Property, as provided in the Declaration.
Section 3.2 Interim Operating Expenses. During the period from the
Commencement Date through December 31, 1993, Tenant shall pay as Interim
Operating Expenses $5.34 per square foot per year, payable monthly as Additional
Rent, which is merely an estimate of the actual Interim Operating Expenses for
such period. Not later than 120 days after the end of the calendar year,
Landlord shall compute the actual Operating Expenses incurred during such
period. Tenant shall either receive a refund or be assessed an additional sum
based upon the difference between Tenant's Proportionate Share of the actual
Operating Expenses and the payments of Interim Operating Expenses made by Tenant
during such period. Any additional sum owed by Tenant to Landlord shall be paid
within ten (10) days of receipt of assessment. Any additional sum owed by
Landlord to Tenant shall be credited toward Tenant's next month's rental
payment.
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ARTICLE IV
SECURITY/DAMAGE DEPOSIT
Section 4.1 Security/Damage Deposit. Simultaneously with the execution of
this Lease, Tenant shall pay the sum of $-0- to be held by Landlord as a damage
deposit and/or as security for the performance by Tenant of all of the terms,
covenants and conditions hereof and the payment of Rent or any other sum due
Landlord hereunder. Landlord shall have the right to apply all or any part of
the security deposit against: (a) unreasonable wear and tear of the Premises;
(b) loss or damage to the Premises or other property of the Landlord caused by
Tenant, Tenant's employees, agents invitee, or licensees; (c) the cost of
restoring the Premises, except for reasonable wear and tear, to the same
condition it was in at the time Tenant began occupancy thereof; and (d) Rent
payments which remain due and owing beyond any applicable grace period. Landlord
shall not be limited in pursuing Landlord's remedies against Tenant for costs,
losses or damages to the Premises or to any other property of Landlord for any
such costs, losses or damages which are in excess of the above described
security deposit amount. Such security deposit shall bear no interest and may be
commingled with other security deposits or funds of Landlord.
ARTICLE V
USE OF PREMISES
Section 5.1 Use of Premises. Tenant shall use the Premises for business
offices engaged in telecommunications, and any other lawful ancillary uses
related thereto, and for no other purpose without first obtaining the written
consent of Landlord. Tenant will not use or permit the use of the Premises or
any part thereof for any unlawful purpose, or in violation of any and all
applicable ordinances, laws, rules or regulations of any governmental body, the
Association or of Landlord provided for in Exhibit "E" herein, and will not do
or permit any act which would constitute a public or private nuisance or waste
or which would be a nuisance or annoyance or cause damage to Landlord or
Landlord's other tenants or which would invalidate any policies of insurance or
increase the premiums thereof, now or hereafter written on the Building and/or
the Property.
ARTICLE VI
PARKING
Section 6.1 Parking. There shall be available at the Building one (1)
parking space for each 250 square feet of space leased by Tenant for the
nonexclusive use of Tenant.
ARTICLE VII
PREPARATION OF THE PREMISES
Section 7.1 Leasehold Improvements. Landlord, at Landlord's expense, shall
touch up the paint within the Premises where necessary, and provide a door for
the opening into the current display room from the reception area as depicted on
Exhibit "A" attached hereto. Otherwise, Tenant agrees to accept possession of
the Premises in its present "as is" condition. The facilities, materials and
work to be furnished, installed and performed in the Premises by Landlord, at
its expense, are hereinafter referred to as "Landlord's Work". Subject to
Section 7.3 below, Landlord represents that Landlord's Work will be
substantially completed no later than the Commencement Date hereof, as defined
in Section 1.2 above. Such other facilities, materials and work which may be
undertaken by or for the account and at the expense of Tenant to equip, decorate
and furnish the Premises for Tenant's occupancy are hereinafter referred to as
"Tenant's Work".
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Section 7.2 Completion by Landlord. The Premises shall be deemed ready for
occupancy on the date Landlord's Work is substantially completed and a
Certificate of Occupancy, if applicable, for the Premises is received. The same
shall be deemed substantially completed notwithstanding the fact that minor or
insubstantial details of construction, mechanical adjustment or decoration
remain to be performed, the non-completion of which does not materially
interfere with Tenant's use of the Premises.
Section 7.3 Delay by Tenant. If substantial completion of Landlord's Work
is delayed due to: (a) any act or omission of Tenant or any of its employees,
agents or contractors (including, but not limited to, (i) any delays due to
changes in or additions to Landlord's Work, or (ii) any delays by Tenant in the
submission of plans, drawings, specifications, or other information or in
approving any working drawings or estimates, or in giving any authorizations or
approvals); or (b) any additional time needed for the completion of Landlord's
Work by Tenant's inclusion in Landlord's Work of any special or unusual work,
then the Premises shall be deemed ready for occupancy on the date it would have
been ready, but for such delay, and Rent shall commence as of such earlier date.
Any changes to floor plans after execution of the Lease shall be subject to
Landlord's approval, and furthermore, Tenant shall pay for any extra costs that
may be incurred by Landlord which are caused by the changes so requested by
Tenant.
Section 7.4 Acceptance of Premises. Except as otherwise expressly set
forth herein, Tenant acknowledges that Landlord has not made any representations
or warranties with respect to the condition of the Premises and neither Landlord
nor any assignee of Landlord shall be liable for any latent defect therein. The
taking of possession of the Premises by Tenant shall be conclusive evidence that
the Premises were in good and satisfactory condition at the time such possession
was taken, except for the minor insubstantial details of which Tenant gives
Landlord notice within thirty (30) days after the Commencement Date. If Landlord
shall give Tenant permission to enter into possession of the Premises prior to
the Commencement Date, such possession or occupancy shall be deemed to be upon
all the terms, covenants, conditions, and provisions of this Lease, including
the execution of an estoppel certificate. Landlord represents that as of the
Commencement Date hereof, all systems serving the Premises are in good working
order.
ARTICLE VIII
LANDLORD AND TENANT OBLIGATIONS
Section 8.1 Tenant's Obligations. Landlord shall perform, at Tenant's
expense throughout the Lease Term, any repairs to the fixtures and appurtenances
within the Premises. Said expenses shall be reasonable, and are in addition to
the Operating Expenses set forth in Section 3.1 above. Tenant shall be
responsible for all repairs, the need for which arises out of: (a) the
performance or existence of Tenant's Work or alterations; (b) the installation,
use or operation of Tenant's Property (defined below) in the Premises; (c) the
moving of Tenant's Property in or out of the Building; (d) the act, omission,
misuse or neglect of Tenant or any of its subtenants, employees, agents,
contractors or invitees. Tenant shall also be responsible for the replacement of
all scratched, damaged or broken doors and glass in and about the Premises, the
maintenance and replacement of wall and floor coverings in the Premises, and for
the repair and maintenance of all sanitary and electrical fixtures therein. All
such repairs shall be performed at such times and in such a manner as shall
cause the least interference with Tenant's use of the Premises, the operation of
the central systems of the Building and the use of the Building by other
tenants.
Section 8.2 Landlord's Obligations. Landlord shall be obligated to keep
and maintain the common areas, including the roof, structure and exterior
portions of the Building, and the systems and
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facilities serving the Premises, in good working order and shall make all
repairs as and when needed in or about the common areas and the Premises, except
for those repairs for which Tenant is responsible pursuant to any of the
provisions of this Lease. Landlord shall not be liable for any damage to
Tenant's Property caused by (a) water from bursting or leaking pipes, or waste
water about the Property; (b) from an intentional or negligent act of any other
tenant or occupant of the Building or the Property; (c) fire, hurricane or other
acts of God; (d) riots or vandals; or (e) from any other cause not directly
attributable to the negligent or wrongful act of Landlord, its agents or
employees. Landlord shall not be required to furnish any services or facilities
to, or to make any repairs to or replacements or alterations of the Premises
where necessitated due to the fault of Tenant, its agents and employees, or
other tenants, their agents or employees.
Section 8.3 Floor Loads; Noise and Vibration. Tenant shall not place a
load upon any floor of the Premises which exceeds the load per square foot which
such floor was designed to carry or which is allowed by law. Business machines
and mechanical equipment belonging to Tenant which cause noise, electrical
interference or vibration that may be transmitted to the structure of the
Building or to the Premises to such a degree as to be objectionable to Landlord
or other tenants in the Building, shall, at Tenant's expense, be placed and
maintained by Tenant in settings of cork, rubber, or spring-type vibration
eliminators sufficient to eliminate such noise, electrical interference or
vibration.
Section 8.4 Electricity and Telephone. Tenant's use of electrical energy
in the Premises shall not, at any time, exceed the capacity of any of the
electrical conductors and equipment in or otherwise serving the Premises. In
order to ensure that such capacity is not exceeded and to avert possible adverse
effects upon the Building's electric service, Tenant shall not, without
Landlord's prior written consent in each instance, connect major equipment to
the Building's electric distribution system or telephone system, or make any
alteration or addition to the electric system of the Premises existing on the
Commencement Date. Tenant's electrical usage under this Lease contemplates only
the use of normal and customary office equipment. In the event Tenant wishes to
install any office equipment which uses substantial additional amounts of
electricity, then Tenant agrees that Landlord's consent is required before the
installation of such additional office equipment. Tenant shall be solely liable
for electricity and telephone expenses relating to the Premises. Tenant's
electrical service shall be separately metered, per Electrical Service Agreement
attached hereto as Exhibit F.
Section 8.5 Right to Stop Services. Landlord reserves the right, without
any liability to Tenant and without affecting Tenant's covenants and obligations
hereunder, to temporarily stop service of the heating, air conditioning,
electric, sanitary, or other Building systems serving the Premises, or to
temporarily stop any other services required by Landlord under this Lease,
whenever and for so long as may be necessary, by reason of accidents,
emergencies, strikes, or the making of repairs or changes which Landlord is
required to make pursuant to this Lease, by law or in good xxxxx xxxxx
necessary, and Landlord shall not be held liable for delays in the restoration
of such services resulting from difficulty in securing proper supplies of fuel,
steam, water, electricity, labor, supplies, or any other cause beyond Landlord's
reasonable control. Except in the case of an emergency, Landlord agrees to
provide Tenant with four (4) days notice prior to such stoppage of service(s).
In any event whereby Tenant elects, at its sole cost and expense, to utilize an
alternate means of power (i.e. emergency generator), Landlord agrees to
cooperate with Tenant in locating and installing such alternate means of power,
to enable Tenant to continue to operate.
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Section 8.6 Janitorial Services. Landlord shall cause the Premises,
including the exterior and interior of the windows thereof, to be cleaned in a
manner standard to the Building. Tenant shall pay to Landlord on demand, the
cost incurred by Landlord for: (a) extra cleaning work in the Premises required
because of (i) misuse or neglect on the part of Tenant or subtenants or its
employees or visitors; (ii) the use of portions of the Premises for purposes
requiring greater or more difficult cleaning work than normal office areas;
(iii) interior glass partitions or unusual quantity of interior glass surfaces,
and (iv) non-building standard materials or finishes installed by Tenant or at
its request; (b) removal from the Premises and the Building of any refuse and
rubbish of Tenant in excess of that ordinarily accumulated in business office
occupancy or at times other than Landlord's standard cleaning times; and (c) the
use of the Premises by Tenant other than during business hours on business days,
only to the extent that such additional cleaning is requested by Tenant.
ARTICLE IX
LANDLORD'S AND TENANT'S PROPERTY
Section 9.1 Landlord's Property. All fixtures, Landlord's equipment
relating to the operation or maintenance of the Building or Premises (i.e.
plumbing, electrical, HVAC), improvements and appurtenances attached to or built
into the Premises at the commencement of or during the Term of this Lease,
whether or not by or at the expense of Tenant, shall be and remain a part of the
Premises, and shall be deemed the property of Landlord ("Landlord's Property")
and shall not be removed by Tenant except as otherwise specifically set forth
herein. Further, any carpeting or other personal property in the Premises on the
Commencement Date, shall not be removed by Tenant.
Section 9.2 Tenant's Property. All moveable partitions, business and trade
fixtures, machinery and equipment, communications equipment and office
equipment, whether or not attached to or built into the Premises, which are
installed in the Premises by or for the account of Tenant without expense to
Landlord and which can be removed without structural damage to the Building, and
all furniture, furnishings and other articles of moveable personal property
owned by Tenant and located in the Premises (hereinafter collectively referred
to as "Tenant's Property") shall be and shall remain the property of Tenant and
may be removed by Tenant at any time during the Term of this Lease, provided
Tenant is not in default hereunder. In the event Tenant's Property is so
removed, Tenant shall repair or pay the cost of repairing any damage to the
Premises or to the Building resulting from the installation and/or removal
thereof and restore the Premises to the same physical condition and layout as
they existed at the time Tenant was given possession of the Premises.
Section 9.3 Removal of Tenant's Property. At or before the Expiration Date
of this Lease, or within five (5) days after any earlier termination hereof,
Tenant, at its expense, shall remove from the Premises all of Tenant's Property
(except such items thereof as Landlord shall have expressly permitted to remain,
which property shall become the property of Landlord), and Tenant shall repair
any damage to the Premises or the Building resulting from any installation
and/or removal of Tenant's Property, and shall restore the Premises to the same
physical condition and layout as they existed at the time Tenant was given
possession of the Premises, reasonable wear and tear excepted. Any other items
of Tenant's Property which shall remain in the Premises after the Expiration
Date of this Lease, or after a period of five (5) days following an earlier
termination date, may, at the option of Landlord, be deemed to have been
abandoned, and in such case, such items may be retained by Landlord. Landlord
may request Tenant to remove and pay to Landlord the cost of repairing any
damage to the Premises or the Building resulting from any installation and/or
removal of Tenant's Property and the coat of restoring the Premises to the same
physical
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condition and layout as they existed at the time Tenant was given possession of
the Premises, reasonable wear and tear excepted.
Section 9.4 Landlord's Lien and Security Interest. As security for the
performance of Tenant's obligations under this Lease, Tenant hereby grants to
Landlord a security interest in and Landlord's lien upon all of Tenant's
Property located in the Premises. Tenant hereby irrevocably appoints Landlord as
Tenant's attorney-in-fact and empowers Landlord to execute on Tenant's behalf a
UCC-l Financing Statement, renewals and terminations thereof, for the purpose of
perfecting Landlord's security interest. Notwithstanding the foregoing, however,
in the event tenant leases or finances equipment necessary for its business
operation, or Tenant's lender otherwise requires a lien on Tenant's equipment in
connection with a loan relating to Tenant's business, Landlord agrees to execute
a Landlord's Waiver of Lien.
ARTICLE X
INSURANCE
Section 10.1 Tenant's Insurance.
l. Tenant shall, during the Term of this Lease, maintain insurance against
public liability, including that from personal injury or property damage in or
about the Premises resulting from the occupation, use or operation of the
Premises, insuring both Landlord and Tenant, in amount of not less than One
Million ($1,000,000) Dollars Combined Single Limit for both bodily injury and
property damage.
2. Tenant shall maintain insurance upon all property in the Premises owned
by Tenant, or for which Tenant is legally liable, and shall provide Landlord
with evidence of same. The insurance specified herein shall provide protection
against perils included within the standard Florida form of fire and extended
coverage insurance policy, together with insurance against vandalism and
malicious mischief.
3. All policies of insurance provided for in Section 10.1 shall be issued
in a form acceptable to Landlord by insurance companies with general
policyholder's rating of "A" as rated in the most current available "Best's
Insurance Reports", and qualified to do business in Florida. Each and every such
policy:
(a) shall be issued in the name of Tenant and shall include Landlord and
any other parties in interest designated in writing by notice from
Landlord to Tenant as additional insureds;
(b) shall be for the mutual and joint benefit and protection of Landlord
and Tenant and any such other parties in interest named as additional
insureds;
(c) shall (or a certificate thereof shall) be delivered to Landlord and
any such other parties in interest within ten (10) days before delivery of
possession of the Premises to Tenant and thereafter, within thirty (30)
days prior to the expiration of each policy, and as often as any such
policy shall expire or terminate, renewal or additional policies shall be
procured and maintained in like manner and to like extent;
(d) shall contain a provision that the insurer will give to Landlord and
such other parties in interest at least thirty (30) days notice in writing
in advance of any cancellation, termination or lapse, or the effective
date of any reduction in the amount of insurance;
(e) shall be written as a primary policy which does not contribute to and
is not in excess of coverage which Landlord may carry; and
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(f) shall contain a provision that Landlord and any such other parties in
interest, although named as an insured, shall nevertheless be entitled to
recover under said policies for any loss occasioned to it, its servants,
agents and employees by reason of the negligence of Tenant.
4. Any insurance provided for in Section 10.1 may be maintained by means
of a policy or policies of blanket insurance, provided, however, that: (i)
Landlord and any other parties in interest from time to time designated by
Landlord to Tenant shall be named as additional insureds thereunder as their
interests may appear; (ii) the coverage afforded Landlord and any such other
parties in interest will not be reduced or diminished by reason of the use of
such blanket policy of insurance; and (iii) the requirements set forth in this
ARTICLE X are otherwise satisfied.
5. These insurance requirements are subject to modification in the event
any Superior Mortgagee (hereafter defined) of Landlord requires different
insurance. In such event, the reasonable requirements of such Superior Mortgagee
shall control.
Section l0.1(a) Landlord's Insurance. Landlord represents that it has in
effect during the Term hereof, sufficient insurance covering the Building and
the Property, and agrees to provide Tenant evidence of same upon Tenant's
request.
Section 10.2 Destruction of the Premises or Building. If, during the Term
hereof, the Premises and/or the Building are damaged by reason of fire or other
casualty to the extent the Premises are rendered untenantable, Tenant shall give
immediate notice thereof to Landlord. Subject to the prior rights of any
Superior Mortgagee, Landlord shall restore the Premises and/or the Building to
substantially the same condition they were in immediately before said
destruction. Landlord agrees to promptly commence such repair work and to
diligently proceed to restore the Premises. If the restoration can be
accomplished within 120 working days after the date Landlord receives notice of
the destruction, such destruction shall not serve to terminate this Lease.
However, in the event such repair and restoration is not complete within 120
days, Landlord agrees to provide Tenant with Substitute Premises (as defined in
Section 24.1 below. If such Substitute Premises is not available or is
unacceptable to Tenant, either party may terminate this Lease as of the date of
destruction. If Landlord reasonably determines that the restoration cannot
reasonably be anticipated to be performed within the time stated in this
Section, then within 30 days of such destruction, Landlord shall notify Tenant
in writing and either party may terminate this Lease. If Tenant fails to
terminate this Lease and restoration is permitted under existing laws, Landlord,
at its election, may restore the Premises and/or the Building, within a
reasonable period of time, and this Lease shall continue in full force and
effect. Rent shall be abated during the period in which the Premises (or portion
thereof on a prorated basis) are rendered untenantable as a result of such
damage, unless said damage was caused by the negligence or intentional wrongful
act of Tenant or its employees, agents or invitees. Should Landlord elect to
terminate this Lease, the entire insurance proceeds shall be and remain the
outright property of Landlord, subject to the prior rights of any Superior
Mortgagee, and except any proceeds received for Tenant's Property.
ARTICLE XI
ALTERATIONS AND MECHANIC'S LIENS
Section 11.1 Alterations by Tenant. No alterations shall be made by Tenant
unless the following conditions are met:
(a) Tenant shall have received the prior written consent of Landlord,
which consent shall not be unreasonably withheld;
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(b) all such alterations or improvements shall be performed by Landlord at
Tenant's expense, or by a contractor approved by Landlord;
(c) Tenant shall have procured all permits, licenses and other
authorizations required for the lawful and proper undertaking thereof;
(d) all alterations when completed shall be of such a nature as not to (i)
reduce or otherwise adversely affect the value of the Premises; (ii)
diminish the general utility or change the general character thereof;
(iii) result in an increase of the Operating Expenses, or (iv) adversely
affect the mechanical, electrical, plumbing, security or other such
systems of the Building or the Premises;
(e) all alterations made by Tenant shall remain on and be surrendered with
the Premises on expiration or earlier termination of this Lease, except
that Landlord can elect, within thirty (30) days before expiration or
earlier termination of the Lease, to require Tenant to remove any and all
alterations Tenant has made to the Premises;
Section 11.2 Construction Liens. Tenant agrees that it will make full and
prompt payment of all sums necessary to pay for the cost of repairs,
alterations, improvements, changes or other work done by Tenant to the Premises
and further agrees to indemnify and hold harmless Landlord from and against any
and all such costs and liabilities incurred by Tenant, and against any and all
construction liens arising out of or from such work or the cost thereof which
may be asserted, claimed or charged against the Premises or the Building or site
on which it is located. Notwithstanding anything to the contrary in this Lease,
the interest of Landlord in the Premises shall not be subject to liens for
improvements made by or for Tenant, whether or not the same shall be made or
done in accordance with any agreement between Landlord and Tenant, and it is
specifically understood and agreed that in no event shall Landlord or the
interest of Landlord in the Premises be liable for or subjected to any
construction liens for improvements or work made by or for Tenant; and this
Lease specifically prohibits the subjecting of Landlord's interest in the
Premises to any construction liens for improvements made by Tenant or for which
Tenant is responsible for payment under the terms of this Lease. All persons
dealing with Tenant are hereby placed upon notice of this provision. In the
event any notice or claim of lien shall be asserted of record against the
interest of Landlord in the Premises or Building or the site on which it is
located on account of or growing out of any improvement or work done by or for
Tenant, or any person claiming by, through or under Tenant, for improvements or
work the cost of which is the responsibility of Tenant, Tenant agrees to have
such notice of claim of lien cancelled and discharged of record as a claim
against the interest of Landlord in the Premises, the Building or the Property
(either by payment or bond as permitted by law), within ten (10) days after
notice to Tenant by Landlord, and in the event Tenant shall fail to do so,
Tenant shall be considered in default under this Lease.
ARTICLE XII
ASSIGNMENT AND SUBLETTING
Section 12.1 Tenant's Transfer.
(a) Tenant shall not voluntarily assign or encumber its interest in this
Lease or in the Premises, or sublease all or any part of the Premises, or allow
any other person or entity (except Tenant's authorized representatives) to
occupy or use all or any part of the Premises, without first obtaining
Landlord's written consent, which consent shall not be unreasonably withheld.
Any assignment, encumbrance or sublease without Landlord's written consent shall
be voidable and, at Landlord's election, shall constitute a default
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hereunder. No consent to any assignment, encumbrance, or sublease shall
constitute a further waiver of the provisions of this Section. Notwithstanding
the foregoing, however, Tenant may assign this Lease or sublease the Premises to
any entity which is an affiliate of Tenant or to an entity which purchases all
or substantially all of Tenant's assets.
(b) If Tenant is a partnership, a withdrawal or change, voluntary,
involuntary, or by operation of law, of any partner/or partners owning 50% or
more of the partnership, or the dissolution of the partnership, shall be deemed
a voluntary assignment.
(c) If Tenant is a corporation, any dissolution, merger, consolidation or
other reorganization of Tenant, or the sale or transfer of a controlling
percentage of the capital stock of Tenant, or the sale of 51% of the total
combined voting power of all classes of Tenant's capital stock issued,
outstanding, and entitled to vote for the election of directors, shall be deemed
a voluntary assignment.
(d) Landlord may consent to the sublease of all or any part of the
Premises provided Tenant and the sublessee enter into a sublease incorporating
the same terms and conditions as contained herein (exclusive of rent), and
Landlord shall be entitled to receive the total amount of any increased Rent,
including sales tax, paid by a sublessee or assignee.
(e) Any assignment agreed to by Landlord shall be evidenced by a validly
executed Assignment and Assumption of Lease Agreement. Any attempted transfer,
assignment, subletting, mortgaging or encumbering of this Lease in violation of
this Section shall be void and confer no rights upon any third person. Such
attempt shall constitute a material breach of this Lease and entitle Landlord to
the remedies provided for default.
(f) If, without such prior written consent, this Lease is transferred or
assigned by Tenant, or if the Premises, or any part thereof, are sublet or
occupied by anybody other then Tenant, whether as a result of any act or
omission by Tenant, or by operation of law or otherwise, Landlord may, in
addition to and not in diminution of, or substitution for, any other rights and
remedies under this Lease, or pursuant to law to which Landlord may be entitled
as a result thereof, collect Rent directly from the transferee, assignee,
subtenant or occupant and apply the net amount collected to the Rent herein
reserved.
Section 12.2 Tenant's Liability. Notwithstanding any assignment or
sublease, and notwithstanding the acceptance of Rent by Landlord from any such
assignee or sublessee, unless Landlord exercises its right set forth in Section
12.3 below, Tenant shall continue to remain liable for the payment of Rent
hereunder and for the performance of all of the agreements, conditions,
covenants and terms herein contained.
Section 12.3 Landlord's Right of Cancellation. Notwithstanding anything
contained herein to the contrary, should Tenant desire to assign the Lease or
sublease the Premises, Landlord shall have the right, but not the obligation, to
cancel and terminate the Lease and deal with Tenant's prospective assignee or
sublessee directly and without any obligation to Tenant. The foregoing shall not
apply to an assignment or sublease as permitted pursuant to the last sentence of
Section 12.1(a).
Section 12.4 Landlord's Transfer. Landlord shall have the right to sell,
mortgage, or otherwise encumber or dispose of Landlord's interest in the
Premises, the Building, the Property and this Lease.
Section 12.5 Minimum Rental Requirement. Except as permitted pursuant to
the last sentence of Section 12.1, Tenant may not, under
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any circumstances, assign this Lease or sublet the Premises or any part thereof
until at least ninety (90%) percent of the rentable space in the Building has
been leased by Landlord.
ARTICLE XIII
OBLIGATIONS
Section 13.1 Obligations of Tenant. Tenant shall, during the Term of this
Lease, at its sole cost and expense, comply with all valid laws, ordinances,
regulations, orders and requirements of any governmental authority which may now
or hereafter be applicable to the Premises or to its use, whether or not the
same shall interfere with the use or occupancy of the Premises, arising from (a)
Tenant's use of the Premises; (b) the manner or conduct of Tenant's business or
operation of its installations, equipment or other property therein; (c) any
cause or condition created by or at the instance of Tenant; or (d) breach of any
of Tenant's obligations hereunder; and Tenant shall pay all of the costs,
expenses, fines, penalties and damages which may be imposed upon Landlord by
reason or arising out of Tenant's failure to fully and promptly comply with and
observe the provisions of this Section. Tenant shall give prompt notice to
Landlord of any notice it receives of the violation of any law or requirement of
any public authority with respect to the Premises or the use or occupation
thereof.
Section 13.2 Rules and Regulations. Tenant shall also comply with all
rules and regulations now existing (see Exhibit "E"), or as may be subsequently
applied by Landlord to all tenants of the Building.
ARTICLE XIV
RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS
Section 14.1 Payment or Performance. Landlord shall have the right, upon
ten (10) days prior written notice to Tenant (or without notice in case of
emergency or in order to avoid any fine, penalty, or cost which may otherwise be
imposed or incurred), following the expiration of any applicable cure period, to
make any payment or perform any act required of Tenant under any provision in
this Lease, and in exercising such right, to incur necessary and incidental
costs and expenses, including reasonable attorney's fees. Nothing herein shall
imply any obligation on the part of Landlord to make any payment or perform any
act required of Tenant, and the exercise of the right to do so shall not
constitute a release of any obligation or a waiver of any default.
Section 14.2 Reimbursement. All payments made and all reasonable costs and
expenses incurred in connection with Landlord's exercise of the right set forth
in Section 14.1, shall be reimbursed by Tenant within ten (10) days after
receipt of a xxxx setting forth the amounts so expended, together with interest
at the annual rate of 18% from the respective dates of the making of such
payments or the incurring of such costs and expenses. Any such payments, costs
and expenses made or incurred by Landlord may be treated as Additional Rent owed
by Tenant.
ARTICLE XV
NON-LIABILITY AND INDEMNIFICATION
Section 15.1 Non-Liability of Landlord. Neither Landlord, nor any
beneficiary, joint venture partner, agent, servant, or employee of Landlord, nor
any Superior Mortgagee (as defined in Article XX below), shall be liable to
Tenant for any loss, injury,
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or damage to Tenant or to any other person, or to its property, unless caused by
or resulting from the negligence or intentional wrongful act of Landlord, its
agents, servants or employees, in the operation or maintenance of the Premises
or the Building, subject to the doctrine of comparative negligence in the event
of contributory negligence on the part of Tenant or any of its subtenants,
licensees, employees, agents or contractors. Tenant recognizes that any Superior
Mortgagee will not be liable to Tenant for injury, damage or loss caused by or
resulting from the negligence of Landlord. Further, unless caused by the
intentional negligence or willful misconduct of Landlord, its agents, servants
or employees, neither Landlord, nor any Superior Mortgagee, nor any joint
venture partner, director, officer, agent, servant, or employee of Landlord
shall be liable (a) for any such damage caused by other tenants or persons in,
upon or about the Building, or caused by operations in construction of any
private, public or quasi-public work; or (b) for incidental or consequential
damages or lost profits arising out of any loss of use of the Premises, or any
equipment or facilities therein, by Tenant or any person claiming through or
under Tenant.
Section 15.2 Indemnification by Tenant. Tenant hereby agrees to indemnify
Landlord and hold it harmless from and against all claims, actions, damages,
liability, and expenses which may arise in connection with bodily injury, loss
of life, and/or damage to property arising from or out of any occurrence in,
upon, or at the Demised Premises, or the occupancy or use by Tenant of the
Demised Premises or any part thereof, or occasioned totally or in part by any
negligent act or omission of Tenant, its agents, contractors, employees,
servants, or subtenants unless such damage is due to the negligent act or
omission of Landlord, its agents or employees. In case Landlord shall, without
fault on its part or that of its agents, servants or employees, be made a party
to any litigation commenced by or against Tenant in connection with the Demised
Premises, Tenant hereby agrees to hold Landlord harmless and pay all costs,
expenses, and reasonable attorney's fees and costs incurred by Landlord in
connection with such litigation. Tenant also agrees to pay all costs, expenses,
and reasonable attorney's fees which may be incurred by Landlord in enforcing
the obligations of Tenant under this Lease. To the maximum extent permitted by
law, Tenant agrees to use and occupy the Demised Premises at Tenant's own risk.
Section 15.3 Independent Obligations; Force Majeure. The obligations of
Tenant hereunder shall not be affected, impaired or excused, nor shall Landlord
have any liability whatsoever to Tenant, because (a) Landlord is unable to
fulfill, or is delayed in fulfilling, any of its obligations under this Lease by
reason of strike, other labor trouble, governmental pre-emption of priorities or
other controls in connection with a national or other public emergency or
shortages of fuel, supplies, labor or materials, acts of God or any other cause,
whether similar or dissimilar, beyond Landlord's reasonable control; or (b) of
any failure or defect in the supply, quantity or character of electricity or
water furnished to the Premises, by reason of any requirement, act or omission
of the public utility or others serving the Building with electric energy,
steam, oil, gas or water, or for any other reason whether similar or dissimilar,
beyond Landlord's reasonable control. Tenant shall not hold Landlord liable for
any latent defect in the Premises or the Building nor shall Landlord be liable
for injury or damage to person or property caused by fire, theft, or resulting
from the operation of elevators, heating or air conditioning or lighting
apparatus, or from falling plaster, or from steam, gas, electricity, water,
rain, or dampness, which may leak or flow from any part of the Building, or from
the pipes, appliances or plumbing work of the same.
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ARTICLE XVI
DEFAULT
Section 16.1 Events of Default. Tenant shall be in default under this
Lease if any one or more of the following events shall occur:
(a) Tenant shall fail to pay any installment of the Rent and/or any
expanses called for hereunder as and when the same shall become due and
payable, and such default shall continue for a period of five (5) days
after Tenant's receipt of Landlord's written notification; or
(b) Tenant shall default in the performance of or compliance with any of
the other terms or provisions of this Lease, and such default shall
continue for a period of thirty (30) days after the giving of written
notice thereof from Landlord to Tenant, or, in the case of any such
default which cannot, with bona fide due diligence, be cured within said
thirty (30) days, Tenant shall fail to proceed within said thirty (30) day
period to cure such default and thereafter to prosecute the curing of same
with all due diligence (it being intended that as to a default not
susceptible of being cured with due diligence within such period of thirty
(30) days, the time within which such default may be cured shall be
extended for such period as may be necessary to permit the same to be
cured with due diligence); or
(c) Tenant shall assign, transfer, mortgage or encumber this Lease or
sublet the Premises in a manner not permitted by ARTICLE XII; or
(d) Tenant shall file a voluntary petition in bankruptcy or any Order for
Relief be entered against it, or shall file any petition or answer seeking
any arrangement, reorganization, composition, re-adjustment or similar
relief under any present or future bankruptcy or other applicable law, or
shall seek or consent to or acquiesce in the appointment of any trustee,
receiver, or liquidator of Tenant of all or any substantial part of
Tenant's properties; or
(e) If any creditor of Tenant shall file a petition in bankruptcy against
Tenant or for reorganization of Tenant, under state or federal law, and if
such petition is not discharged within ninety (90) days after the date on
which it is filed;
then, and in any such event, or during the continuance thereof (subject to the
time period described in subparagraph (e) above), Landlord may, at its option,
by written notice to Tenant, designate a date not less than five (5) days from
the giving of such notice on which this Lease shall end, and thereupon, on such
date, this Lease and all rights of Tenant hereunder shall terminate.
Section 16.2 Surrender of Premises. Upon any such termination of this
Lease, Tenant shall surrender the Premises to Landlord, and Landlord, at any
time after such termination, may, without further notice, re-enter and repossess
the Premises without being liable to any prosecution or damages therefore, and
no person claiming through or under Tenant or by virtue of any statute or of any
order of any court shall be entitled to possession of the Premises.
Section 16.3 Reletting. At any time or from time to time after any such
termination of this Lease, Landlord may relet the Premises or any part thereof,
in the name of Landlord or otherwise, for such term or terms and on such
conditions as Landlord, in its sole discretion, may determine, and may collect
and receive the rents therefore. Landlord shall in no way be responsible or
liable for any
15
failure to relet the Premises or any part thereof or for any failure to collect
any rent due upon any such reletting.
Section 16.4 Survival of Obligations. No termination, pursuant to this
ARTICLE XVI, shall relieve Tenant of its liability and obligations under this
Lease, and such liability and obligations shall survive any such termination.
Section 16.5 Holdover. Should Tenant hold over and remain in possession of
the Premises at the expiration of any Term hereby created, Tenant shall, by
virtue of this Section, become a Tenant at sufferance and shall pay Landlord
twice the Rent per month of the last monthly installment of Rent above provided
to be paid. Said tenancy at sufferance shall be subject to all the conditions
and covenants of this Lease as though the same had been a tenancy at sufferance
instead of a tenancy as provided herein, and Tenant shall give to Landlord at
least thirty (30) days prior written notice of any intention to vacate the
Premises, and shall be entitled to ten (10) days prior notice of any intention
of Landlord to evict Tenant from the Premises in the event Landlord desires
possession of the Premises; provided, however, that said Tenant at sufferance
shall not be entitled to ten (10) days notice in the event the said Rent is not
paid in advance without demand, the ten (10) days written notice otherwise
required being hereby expressly waived.
ARTICLE XVII
DAMAGES/REMEDIES
Section 17.1 Damages. In the event this Lease is terminated under the
provisions or any provisions of law by reason of default hereunder on the part
of Tenant, Tenant shall pay to Landlord, as damages, at the election of
Landlord, either:
(a) The present value of the entire amount of the Rent which would have
become due and payable during the remainder of the Term of this Lease, in which
event Tenant agrees to pay the same at once, together with all Rent theretofore
due, at Landlord's address as provided herein; provided, however, that such
payment shall not constitute a penalty or forfeiture or liquidated damages, but
shall merely constitute payment in advance of the Rent for the remainder of the
said Term. Such present value shall be determined utilizing a discount rate of
six percent (6%). The acceptance of such payment by Landlord shall not
constitute a waiver of any failure of Tenant thereafter occurring to comply with
any term, provision, condition or covenant of this Lease. If Landlord elects the
remedy given in this section 17.1(a), then same shall be Landlord's sole remedy
for such default; or
(b) Sums equal to the Rent which would have been payable by Tenant had
this Lease not been so terminated, payable upon the due dates therefor following
such termination through the Expiration Date of this Lease.
If Landlord, at its option shall relet the Premises during said period,
Landlord shall credit Tenant with the net rents received by Landlord from such
reletting, such net rents to be determined by first deducting from the gross
rents, as and when received by Landlord, the expenses incurred or paid by
Landlord in terminating this Lease and in securing possession thereof, as well
as the expenses of reletting, including, without limitation, the alteration and
preparation of the Premises for new tenants, brokers' commissions, attorneys'
fees and all other expenses properly chargeable against the Premises and the
rental therefrom. It is hereby understood that any such reletting may be for a
period shorter or longer than the remaining Term of this Lease but in no event
shall Tenant be entitled to receive any excess of such net rents over the sum
payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any
suit for the collection of damages pursuant
16
hereto to a credit in respect of any net rents from a reletting, except to the
extent that such rents are actually received by Landlord.
Notwithstanding anything contained in this Article XVII to the contrary,
in the event Landlord elects option (a) above, Tenant's liability for the
payment of accelerated Rent shall be limited to an amount equal to one (1)
year's Base Rent, Additional Rent and Sales Tax thereon at the rental rate which
would have otherwise been applicable, as well as any past due Rents, and
Landlord shall thereafter be free to relet the Premises to a third party tenant
with no obligation to Tenant for the payment of any rents received from such
reletting.
Section 17.2 Remedies. Lawsuits for the recovery of such damages, or any
installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the Term of this Lease would have expired, nor
limit or preclude recovery by Landlord against Tenant of any sums or damages
which, in addition to the damages particularly provided above, Landlord may
lawfully be entitled by reason of any default hereunder on the part of Tenant.
All remedies of Landlord provided for herein, or otherwise at law or in equity,
shall be cumulative and concurrent.
ARTICLE XVIII
EMINENT DOMAIN
Section 18.1 Taking. If the whole of the Building or the Premises or if
more than 20% of the Building or the Property shall be taken by condemnation or
in any other manner for any public or quasi-public use or purpose, which
materially affects Tenant's use and occupancy of the Premises, this Lease shall
terminate as of the date of vesting of title as a result of such taking, and the
Base Rent and Additional Rent shall be prorated and adjusted as of such date.
Section 18.2 Award. Landlord shall be entitled to receive the entire award
or payment in connection with any taking without deduction therefrom, except to
the extent that Tenant shall be entitled to compensation based upon damages
sustained to Tenant's Property. Tenant shall not be precluded from taking its
own action against the condemning authority.
Section 18.3 Temporary Taking. If the temporary use or occupancy of all or
any part of the Premises shall be taken by condemnation or in any other manner
for any public or quasi-public use or purpose during the Term of this Lease,
Tenant shall be entitled, except as hereinafter set forth, to receive that
portion of the award or payment for such taking which represents compensation
for the use and occupancy of the Premises, for the taking of Tenant's Property
and for moving expenses, and Landlord shall be entitled to receive that portion
which represents reimbursement for the cost of restoration of the Premises. This
Lease shall be and remain unaffected by such taking and Tenant shall continue to
pay the Rent in full when due. If the period of temporary use or occupancy shall
extend beyond the Expiration Date of this Lease, that part of the award which
represents compensation for the use and occupancy of the Premises (or a part
thereof) shall be divided between Landlord and Tenant so that Tenant shall
receive so much thereof as represents the period up to and including such
Expiration Date and Landlord shall receive so much as represents the period
after such Expiration Date. All monies received by Landlord as, or as part of,
an award for temporary use and occupancy for a period beyond the date through
which the Rent has been paid by Tenant, shall be held and applied by Landlord as
a credit against the Rent becoming due hereunder.
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Section 18.4 Partial Taking. In the event of any taking of less than the
whole of the Premises, the Building and/or the Property, which does not result
in termination of this Lease: (a) subject to the prior rights of a Superior
Mortgagee, Landlord, at its expense, shall proceed with reasonable diligence to
repair the remaining parts of the Building and the Premises (other than those
parts of the Premises which are Tenant's Property) to substantially their former
condition to the extent that the same is feasible (subject to reasonable changes
which Landlord shall deem desirable), so as to constitute a complete and
tenantable Building and Premises; and (b) Tenant, at its expense, shall proceed
with reasonable diligence to repair the remaining parts of the Premises which
are deemed Tenant's Property pursuant hereto, to substantially their former
condition to the extent feasible, subject to reasonable changes which Tenant
shall deem desirable. Such work by Tenant shall be deemed alterations as
described in Section 11.1 hereinabove. In the event of any partial taking,
Tenant shall be entitled to a reduction in Rent for the remainder of the Lease
Term following such partial taking based upon the percentage of space taken
relative to the original Premises leased.
ARTICLE XIX
QUIET ENJOYMENT
Section 19.1 Quiet Enjoyment. Landlord agrees that Tenant, upon paying all
Rent and all other charges herein provided for and observing and keeping the
covenants, agreements, terms and conditions of this Lease and the rules and
regulations of Landlord affecting the Premises on its part to be performed,
shall lawfully and quietly hold, occupy and enjoy the Premises during the Term
of this Lease.
ARTICLE XX
NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT
Section 20.1 Non-Disturbance. So long as Tenant is not in default under
the terms and conditions of this Lease, Tenant's possession and occupancy of the
Premises and Tenant's rights and privileges under this Lease shall not be
diminished or transferred by any mortgagee or purchaser. This particular
provision shall be binding upon any assigns or successors in interest to
Landlord. Notwithstanding the subordination and attornment of this Lease to any
superior mortgage which presently exists or which may hereafter be made, or to
any renewal, modification, replacement or extension hereafter of any superior
lease or any superior mortgage, the holder of such superior mortgage or lease,
by separate recordable agreement, shall agree that as long as this Lease in
effect, that Tenant shall not be evicted from the Premises without cause. The
Lease and Tenant's occupancy shall not be adversely affected by any default,
disaffirments, or other termination of any superior lease or mortgage where the
transfer of the Property in which these Premises are located. Said
Non-Disturbance Agreement shall also include attornment provisions satisfactory
to superior mortgagees.
Section 20.2 Subordination. This Lease, and all rights of Tenant
hereunder, are and shall be subordinate to any mortgage or other encumbrance,
whether now of record or recorded after the date of this Lease, affecting the
Premises, the Building or the Property. Notwithstanding that such subordination
is self-operative without any further act of Tenant, Tenant shall, from time to
time, within ten (10) days of request from Landlord, execute and deliver any
documents or instruments that may be required by a Superior Mortgagee to confirm
such subordination. Any mortgage to which this Lease is subject and subordinate
is hereinafter referred to as a "Superior Mortgage", and the holder of a
Superior Mortgage is hereinafter referred to as a "Superior Mortgagee".
Section 20.3 Notice to Landlord and Superior Mortgagee. If any act or
omission of Landlord would give Tenant the right,
18
immediately or after the lapse of a period of time, to cancel this Lease or to
claim a partial or total eviction, Tenant shall not exercise such right (a)
until it has given written notice of such act or omission to Landlord and any
Superior Mortgagee whose name and address shall previously have been furnished
to Tenant; and (b) until a reasonable period of time for remedying such act or
omission shall have elapsed following the giving of such notice and following
the time when such Superior Mortgagee shall have become entitled under such
Superior Mortgage to remedy the same.
Section 20.4 Attornment. If any Superior Mortgagee shall succeed to the
rights of Landlord hereunder, whether through possession or foreclosure action
or delivery of a new lease or deed, then, at the request of such Superior
Mortgagee, Tenant shall attorn to and recognize such Superior Mortgagee as
Tenant's Landlord under this Lease, and shall promptly execute and deliver any
instrument such Superior Mortgagee may reasonably request to evidence such
attornment. Upon such attornment, this Lease shall continue in full force and
effect as a direct Lease between such Superior Mortgagee and Tenant, upon all
terms, conditions, and covenants as set forth in this Lease, except that the
Superior Mortgagee shall not: (a) be liable for any previous act or omission of
Landlord under this Lease; (b) be subject to any offset, not expressly provided
for in this Lease; or (c) be bound by any previous modification of this Lease or
by any previous prepayment, unless such modification or prepayment shall have
been previously approved in writing by such Superior Mortgagee. Further, upon
such attornment, Landlord shall be released from any future obligations
hereunder.
ARTICLE XXI
LANDLORD'S RIGHT OF ACCESS
Section 21.1 Access for Maintenance and Repair. Except for the space
within the inside surfaces of all walls, hung ceilings, floors, windows, and
doors bounding the Premises, all of the Building including, without limitation,
exterior walls, core interior walls and doors and any core corridor entrance,
any terraces or roofs adjacent to the Premises, and any space in or adjacent to
the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts,
electric or other utilities, sinks, or other facilities of the Building, and the
use thereof, as well as access thereto throughout the Premises for the purposes
of operation, maintenance, decoration and repair, are reserved to Landlord.
Landlord reserves the right, and Tenant shall permit Landlord, to install,
erect, use and maintain pipes, ducts and conduits in and through the Premises.
Landlord shall be allowed to take all materials into and upon the Premises that
may be required in connection therewith, without any liability to Tenant and
without any reduction of Tenant's covenants and obligations hereunder, provided
Landlord shall not unreasonably interfere with Tenant's use or occupancy of the
Premises. Landlord and its agents shall have the right to enter upon the
Premises for the purpose of making any repairs therein or thereto which shall be
considered necessary or desirable by Landlord, in such a manner as not to
unreasonably interfere with Tenant in the conduct of Tenant's business on the
Premises; and in addition, Landlord and its agents shall have the right to enter
the Premises at any time in cases of emergency.
Section 21.2 Access for Inspection and Showing. Upon reasonable notice to
Tenant and during normal business hours, Landlord and its agents shall have the
right to enter and/or pass through the Premises to examine the Premises and to
show them to actual and prospective purchasers, mortgagees or lessors of the
Building. During the period of six (6) months prior to the Expiration Date of
this Lease, Landlord and its agents may exhibit the Premises to prospective
tenants.
19
Section 21.3 Landlord's Alterations and Improvements. If, at any time, any
windows of the Premises are temporarily darkened or obstructed by reason of any
repairs, improvements, maintenance and/or cleaning in or about the Building, or
if any part of the Building, other than the Premises, is temporarily closed or
inoperable, the same shall be without liability to Landlord and without any
reduction or diminution of Tenant's obligations under this Lease, provided
Landlord does not unreasonably interfere with Tenant's use or occupancy of the
Premises. Landlord reserves the right to make such changes, alterations,
additions, and improvements in or to the Building and the fixtures and equipment
thereof, as well as in or to the street entrances, doors, halls, passages,
elevators, escalators and stairways thereof, and other public portions of the
Building, as Landlord shall deem necessary or desirable, and no such alterations
or changes shall be deemed a breach of Landlord's covenant of quiet enjoyment or
a constructive eviction, provided Landlord does not unreasonably interfere with
Tenant's use or occupancy of the Premises.
ARTICLE XXII
SIGNS AND OBSTRUCTIONS
Section 22.l Signs. Tenant shall not place or suffer to be placed or
maintained upon any exterior door, roof, wall or window of the Premises or the
Building, any sign, awning, canopy or advertising matter of any kind, and will
not place or maintain any decoration, lettering or advertising matter on the
glass of any window or door of the Premises except as approved by Landlord, and
will not place or maintain any freestanding standard within or upon the Common
Area of the Building or immediately adjacent thereto, without first obtaining
Landlord's express prior written consent. No exterior or interior sign visible
from the exterior of the Building shall be permitted. Tenant further agrees to
maintain any such signage approved by Landlord in good condition and repair at
all times and to remove the same at the end of the Term of this Lease if
requested by Landlord. Upon removal thereof, Tenant agrees to repair any damage
to the Premises caused by such installation and/or removal.
Section 22.2 Obstructions. Tenant shall not obstruct the sidewalks,
parking lots or other public portions of the Building or the Property in any
manner whatsoever.
ARTICLE XXIII
NOTICES
Section 23.1 Notices. Any notice or other information required or
authorized by this Lease to be given by either party to the other may be given
by hand or sent (by certified mail, return receipt requested with all postage
prepaid, telex, cable, facsimile transmission or comparable means of
communication) to the other party at the address stated below. Any notice or
other information given by mail pursuant to this Section which is not returned
to the sender as undelivered shall be deemed to have been given on the fifth
(5th) day after the envelope containing any such notice or information was
properly addressed, pre-paid, registered and mailed. The fact that the envelope
has not been so returned to the sender shall be sufficient evidence that such
notice or information has been duly given. Any notice or other information sent
by telex, cable, facsimile transmission or comparable means of communication
shall be deemed to have been duly sent on the date of transmission, provided
that a confirming copy thereof is sent by first class pre-paid mail to the other
party, at the address stated below, within twenty-four (24) hours after
transmission.
AS TO LANDLORD: XXXXXX WEST ASSOCIATES, LTD.
c/o Stiles Property Management
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax No. (000) 000-0000
20
AS TO TENANT: URSUS TELECOM CORPORATION
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Luca Giussani
Fax No. _____________________
The above addresses may be changed at any time by giving thirty (30) days
prior written notice as above provided. In addition to the foregoing, any
notices of a legal nature shall be copied to:
Xxxxxx Corporation
0000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attn: Legal Department
Fax No. (000) 000-0000
and to: Xxxxxx X. Xxxxxx, Esquire
Stroock, Stroock & Xxxxx
000 X. Xxxxxxxx Xxxx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Fax No. ______________________
ARTICLE XXIV
MISCELLANEOUS
Section 24.1 Substitute Premises. At any time during the Term of this
Lease, Landlord shall have the right to request in writing that Tenant move to
substitute premises situated within the Building ("Substitute Premises"). The
Substitute Premises shall contain the same approximate square footage, shall
contain similar decor as the Premises and shall provide the same fiber optic
technical abilities as the Premises. Except for the change in designation of
Premises, all provisions of this Lease shall remain the same. Landlord shall pay
the cost of relocating Tenant and its technical equipment, the reasonable cost
of reprinting Tenant's stationery, and all costs of preparing and decorating,
the Substitute Premises. Tenant shall have thirty (30) days from the date of
Landlord's request to accept the Substitute Premises. If Tenant refuses to
accept the Substitute Premises or fails to reply to Landlord's request within
the time stated, or no Substitute Premises is available, either party may, at
its option, terminate this Lease upon thirty (30) days written notice to the
other party. If Tenant accepts the Substitute Premises, Tenant shall have four
(4) months from the date of landlord's request, to relocate to the Substitute
Premises. Landlord represents that such relocation will be accomplished in a
manner that will result in Tenant having no interruption of the service it
provides to its customers and any expenses incident to same shall be borne by
Landlord.
Section 24.2 Environmental Indemnity. Tenant agrees to indemnify and hold
Landlord harmless from and against any and all loss, claim, liability, damages,
injuries to person, property, or natural resources, cost, expense, action or
cause of action, arising in connection with the release or presence of any
"Hazardous Substances" at the Premises, through the acts of Tenant, its
employees, agents or invitees acting with Tenant's authority, whether
foreseeable or unforeseeable, regardless of the source of such release and when
such release occurred or such presence is discovered. The foregoing indemnity
includes, without limitation, all costs in law or in equity of removal,
remediation of any kind, and disposal of such Hazardous Substances, all costs of
determining whether the Premises is in compliance and to cause the Premises to
be in compliance with all applicable environmental laws, all costs associated
with claims for damages to persons, property, or natural resources, and
Landlord's reasonable attorneys' and consultants' fees and court costs. This
indemnity shall survive the expiration or earlier termination of this Lease. For
the purposes of definition,
21
Hazardous Substances means any toxic or hazardous wastes, pollutants or
substances, including, without limitation, asbestos, PBCs, petroleum products
and by-products, substances defined or listed as "hazardous substances" or
"toxic substances" or similarly identified in or pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9061 et seq., hazardous materials identified in or pursuant to
the Hazardous Materials Transportation Act 49 U.S.C. Section 1802 et seq.
Section 24.3 Radon Gas. Pursuant to Florida Statutes, Section 404.056[8],
the following disclosure is required by law: Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit.
Section 24.4 Broker Commission. Landlord and Tenant covenant, warrant and
represent that Xxxxxx Realty Co. (hereinafter "Broker") was instrumental in
bringing about and/or consummating this Lease. Further, neither Landlord nor
Tenant have had any conversations or negotiations with any broker except Broker
concerning the leasing of the Premises. Both parties agree to indemnify the
other against and from any claims for any brokerage commissions (except those
payable to Broker) and all costs, expenses and liabilities in connection
therewith, including, without limitation, reasonable attorneys' fees and
expenses for any breach of the foregoing. This indemnity shall survive the
expiration or earlier termination of this Lease. Landlord shall pay all
brokerage commissions due Broker in accordance with a separate agreement between
Landlord and Broker.
Section 24.5 Financial Statements. Throughout the Term of this Lease,
Tenant shall provide Landlord, at the request of Landlord, its most current and
complete financial statement including, but not limited to, its balance sheet
and profit and loss statement.
Section 24.6 Estoppel Certificates. Each party agrees, at any time and
from time to time as requested by the other party, to execute and deliver to the
other a statement certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full force and
effect as modified and stating the modifications), certifying the dates to which
the Base Rent and Additional Rent have been paid, stating whether or not the
other party is in default in performance of any of its obligations under this
Lease, and, if so, specifying each such default, and stating whether or not any
event has occurred which, with the giving of notice or passage of time, or both,
would constitute such a default, and, if so, specifying each such event. Each
party shall also include in any such statements such other information
concerning this Lease as the other party may reasonably request. In the event
either party fails to comply with this Section, such failure shall constitute a
material breach of the Lease. If Tenant fails to execute the initial Estoppel
Certificate, Rent shall continue to accrue, but Landlord shall be under no
obligation to deliver possession of the Premises.
Section 24.7 No Recordation. This Lease shall not be recorded by Tenant in
the Public Records of Broward County, Florida, or in any other place. Any
attempted recordation by Tenant shall render this Lease null and void and
entitle Landlord to the remedies provided for Tenant's default. However, at the
request of Landlord, Tenant shall promptly execute, acknowledge and deliver to
Landlord a Memorandum of Lease with respect to this Lease, and a Memorandum of
Modification of Lease with respect to any modification of this Lease, sufficient
for recording. Such Memorandum shall not be deemed to change or otherwise affect
any of the obligations or provisions of this Lease.
22
Section 24.8 Governing Law. This Lease shall be governed by and construed
in accordance with the laws of the State of Florida. If any provision of this
Lease or the application thereof to any person or circumstance shall, for any
reason and to any extent, be invalid or unenforceable, the remainder of this
Lease shall remain in full force and effect. The table of contents, captions,
headings and titles in this Lease are solely for convenience of reference and
shall not affect its interpretation. This Lease shall be construed without
regard to any presumption or other rule requiring construction against the party
causing this Lease to be drafted. Each covenant, agreement, obligation, or other
provision of this Lease on either party's part to be performed, shall be deemed
and construed as a separate and independent covenant of either party, not
dependent on any other provision of this Lease. All terms and words used in this
Lease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender, as the context may
require.
Section 24.9 Relationship of Parties. Nothing contained in this Lease will
be deemed or construed to create a partnership or joint venture between Landlord
and Tenant, or to create any other relationship between the parties other than
that of Landlord and Tenant.
Section 24.10 Capacity to Execute Lease. If Tenant is other than a natural
person, tenant represents that it is legally constituted, in good standing and
authorized to conduct business in the State of Florida. Tenant further
represents that the person who is executing this Lease on its behalf has the
full power and authority to perform such execution and deliver the Lease to
Landlord, and that upon such execution and delivery, the Lease shall be valid
and binding upon Tenant in accordance with its respective terms and conditions.
To further evidence the foregoing, upon request by Landlord, Tenant shall
deliver to Landlord an appropriate corporate or partnership resolution
specifying that the signator to the Lease has been duly authorized to execute
same on behalf of Tenant.
Section 24.11 Exculpation of Landlord. Landlord's obligations and
liability to Tenant with respect to this Lease shall be limited solely to
Landlord's interest in the Property, and neither Landlord nor any of the
partners of Landlord, nor any officer, director, or shareholder of Landlord,
shall have any personal liability whatsoever with respect to this Lease.
Section 24.12 Waiver of Trial by Jury. It is mutually agreed by and
between Landlord and Tenant that the respective parties hereto shall, and they
hereby do, waive trial by jury in any action, proceeding or counterclaim brought
by either of the parties against the other on any matter arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant or
Tenant's use or occupancy of the Premises.
Section 24.13 Attorneys's Fees. In connection with any litigation arising
out of this lease, the prevailing party shall be entitled to recover its costs
and reasonable attorneys' fees through and including appellate litigation and
any post judgment proceedings.
Section 24.14 Expansion Area. Tenant agrees that, upon the availability of
Suite 110, which Landlord represents will be no later than April 30, 1994, that
it will lease Suite 110 within the Building consisting of approximately 1,214
rentable square feet (hereinafter referred to as the "Expansion Area") as
depicted on Exhibit "G" attached hereto and made a part hereof. The Rent for the
Expansion Area shall be the Rent then in effect for the Demised Premises. Said
Expansion Area shall be leased upon the same terms and conditions contained
herein and shall be co-terminous with the Demised Premises. At the time of
expansion Landlord shall, at Landlord's expense, create an opening for adequate
passage between the Premises and the Expansion Area. Otherwise, tenant agrees to
accept possession of the
23
Expansion area in its as-is condition. Landlord shall provide Tenant with not
less then thirty (30) days prior written notice of the availability of Suite
110.
Section 24.15 Option to Terminate. Landlord hereby grants to Tenant the
option to terminate this Lease in the event that Tenant relocates to another
Xxxxxx-owned building or purchases Xxxxxx-owned buildings or land within the
Park.
Section 24.16 Option to Renew. Provided Tenant has not defaulted under any
of the terms or conditions hereof, Landlord grants to Tenant the option to renew
this Lease (the "Renewal Option") for one additional term of three years upon
the same terms and conditions as contained herein including the Base Rent
Adjustment referenced in Section 2.2 above. Tenant shall exercise this Renewal
Option by providing Landlord with not less than ninety (90) days notice prior to
the expiration of the Term hereof. This Renewal Option shall inure only to
Tenant and shall not to that of any subtenant or assignee of Tenant.
Section 24.17 Landlord's Representation. Landlord hereby represents that
it is the owner of the Premises being leased hereunder, and that Xxxxx X. Xxxxxx
has the full power and authority to execute this Lease on its behalf.
Section 24.18 Installation of Security System. Notwithstanding anything
contained to the contrary herein or in the Rules and Regulations attached hereto
as Exhibit "E", Landlord grants Tenant permission to install a security system
at the Premises, the installation and maintenance of which shall be at Tenant's
sole cost and expense. Tenant agrees to provide Landlord's Property Manager with
the security code or key to the system, which Landlord represents will be kept
in safekeeping and used only in the case of an emergency. Upon expiration or
earlier termination of this Lease, Tenant agrees, upon Landlord's request, to
remove the system and repair any damage caused by its installation.
Section 24.19 Entire Agreement. This Lease constitutes the entire
understanding between the parties and shall bind the parties hereto, their
successors and assigns. No representations, except as herein expressly set
forth, have been made by either party to the other, and this Lease cannot be
amended or modified except by a writing signed by Landlord and Tenant.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.
"LANDLORD"
Signed, sealed and delivered Xxxxxx West Associates, Ltd.,
in the presence of: a Florida limited partnership
By: Glades Associates, Ltd.,
a Florida limited
partnership, its General
Partner
/s/ Xxxxx Xxxxxxx By: Glades Park, Inc., a
---------------------------- Florida corporation,
General Partner
/s/ J. Nassina By: /s/ Xxxxx X. Xxxxxx
---------------------------- ----------------------------
Xxxxx X. Xxxxxx
its President
"TENANT"
/s/ [ILLEGIBLE] Ursus Telecom Corporation,
---------------------------- a Florida corporation
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
---------------------------- ----------------------------
[ILLEGIBLE], PRESIDENT
----------------------------
Print Name & Title
24
EXHIBIT "A"
FLOOR PLAN
[GRAPHIC OMITTED]
Landlord's Work: Touch up paint where necessary
provide door for opening between
display area and reception area
EXHIBIT "3"
=========================
LEGAL DESCRIPTION
=========================
LAND DESCRIPTION
SAWGRASS LOTS 10, 11 AND 12
A portion of Parcel 1, XXXXXX XXXX PARCEL A, according to the plot thereof, as
recorded in Plot book 121, Page 17 of the Public Records of Broward County,
Florida, more particularly described as follows:
BEGINNING at the Northeast corner of said Parcel 1:
THENCE along the East line of said Parcel 1 and the Westerly Right-of-Way line
of Xxxxxxxxx 000xx Xxxxxx, as shown on said plot of XXXXXX XXXX PARCEL A, and
amended by Resolution recorded in Official Records Book 1427B, Page 801, and by
Special Warranty Deed recorded in Official Records Book 14244, Page 533, all in
the Public Records of Broward County, Florida, the following eight (8) courses
and distances:
1. South 00(degrees) 04' 35" East, 191.91 feet;
2. North 89(degrees) 35' 25" East, 12.00 feet;
3. South 05(degrees) 45' 90" West, 100.72 feet;
4. South 00(degrees) 04' 35" East, 119.03 feet;
5. North 89(degrees) [Illegible] 25" East, 12.00 feet;
6. South [Illegible] East 27.97 feet;
7. South 06(degrees) 45' 59" West, 100.72 feet;
8. South 00(degrees) 04' 35" East, 190.55 feet to an intersection with
the Northerly Right-of-Way line of Sawgrass Corporate Parkway;
THENCE along said Northerly and Easterly Right-of-Way lines of Sawgrass
Corporate Parkway, the following four (4) courses and distances:
1. South 44(degrees) 55' 25" West, 49.90 feet;
2. South 89(degrees) 55' 25' West, 307.86 feet to the beginning of a
tangent curve concave to the Northeast;
3. Northwesterly along the arc of said curve, having a radius of 382.26
feet, a delta of [Illegible] an arc distance of 564.00 feet to a
Point of Tangency;
4. North 05(degrees) 14' 23" West, 75.94 feet on an intersection with
the Southerly Right-of-Way line of Xxxxxxxxx 0xx Xxxxxx;
THENCE along said Southerly and Easterly Right-of-Way lines of Xxxxxxxxx
0xx Xxxxxx, the following four (4) courses and distances:
1. North 39(degrees) 45' 37" East, 42.43 feet;
2. North 84(degrees) 47' 37" East, 189. 87 feet to the beginning of a
tangent curve concave to the Northwest;
3. Northeasterly along the arc of said curve, having a radius of 246.04
feet, a delta of 84(degrees) 58' 28",an arc distance of 364.90 feet
to a Point of Tangency;
4. North [ILLEGIBLE] West, 45.04 feet to a point on the North
line of said Parcel 1 and the South line of Parcel 2, XXXXXX
XXXX PARCEL B, according to the plot thereof as recorded in Plot
Book 137, page 29, of the Public Records of Broward County, Florida:
THENCE North 89(degrees) 47' 09' East, along said North line and South line,
290.34 feet to the POINT OF BEGINNING:
Said lands lying in the City of Sunrise, Broward County, Florida, containing
407784 square feet (9.361 acres).
EXHIBIT "C"
SITE PLAN
[GRAPHIC OMITTED]
EXHIBIT "D"
ESTOPPEL CERTIFICATE
RE: Premises: ______________________________
Suite No: _____
LEASE DATED: ____________
BETWEEN ____________________________________, (Landlord) and
____________________________________ (Tenant)
1. The Lease is presently in full force and effect and is unmodified except
as indicated at the end of this Certificate.
2. Tenant took possession of the Premises on ________________.
3. The Term of the Lease commences on _______________, and expires on
________________.
4. Tenant has accepted possession of the Premises and all improvements
required by the terms of the Lease to be made by Landlord have been
completed to the satisfaction of Tenant.
5. No Rent under the Lease has been paid more than 180 days in advance of its
due date.
6. To the best of Tenant's knowledge, Landlord has not defaulted in its
obligations under the Lease to Tenant.
7. Tenant, as of this date, has no charge, lien, cause of action, claim or
right of offset against Landlord under the Lease or otherwise, against
rents or other charges due or to become due under the Lease.
8. There are no oral agreements between the parties to this Lease or relating
to this Lease and there have been no oral representations made by either
party which are being relied upon by either party except as indicated at
the end of this certificate. The purpose of this statement is to make
clear that the entire agreement between the parties has been reduced to
writing.
9. Tenant is leasing ________ rentable square feet in the Building.
10. The present Base Rent is $_____ per square foot, per year.
11. Tenant's security deposit is $________ and has been paid in full and is
presently held by Landlord.
__________________________
BY: __________________________
EXHIBIT "E"
TENANT RULES & REGULATIONS
1. PARKING
Tenants and occupants of the building shall have access to the parking
area through common driveways. The parking areas are non-exclusive and
available to all Tenants and their employees, licensees, and guests, other
than reserved spaces. Landlord may, at any time during the term by notice
to Tenant, designate for Tenants' use other reasonable parking spaces on
the land, provided the number of parking spaces is not reduced, by mutual
agreement. No commercial or recreational vehicles shall be parked on the
premises except those vehicles parked on a short-time temporary basis
while delivering, repairing or servicing the Building and/or its Tenants.
2. SIGNAGE
Tenant shall not affix any device, sign or other fixture to the outside of
the building or any window, door, or hallway without the written consent
of the Landlord, in each and every case.
It is hereby understood that the Premises herein leased are part of an
office building consisting of professional suites, and it is understood
that there shall be uniformity as to appearance of all signage relating to
this Building. Signage shall consist of the following:
A. A site sign designed by Landlord and maintained by Landlord shall
contain the name of the Center.
B. All signage for the building will be of the same look and family size
and letter style. No advertising type signs shall be allowed. The Landlord
reserves the right, however, to attach such signs to the Premises as are
necessary for leasing and marketing purposes.
C. Landlord shall cause to be placed a sign directly adjacent to each
Tenants' entrance. Each sign shall be of a standard size and background
color that will conform to the overall concept of the Center. At the
Tenant's expense, the Landlord shall provide the Tenant with a sign face,
identifying the Tenant and his line of work. Such sign faces shall conform
to the artwork as approved by both Landlord and Tenant.
3. No curtains, draperies, blinds, shades, screens or other covering shall be
attached to or hung or used in connection with any window or door of the
demised Premises without the prior written consent of the Landlord, in
each and every case. Curtains, draperies, blinds, shades, screens or other
covering must be of a quality type design and color approved by Landlord.
Further, all draperies, shades, screens, or other covers shall have a
neutral color of fabric facing exterior window views.
No awnings or other projections shall be attached to the outside walls of
the Building. Tenant shall not place anything or allow anything to be
placed near the glass of any window, door, partition, or wall which may
appear unsightly from inside or outside of the Premises.
4. The parking areas, sidewalks, entrances, passages, courts, stairways,
corridors, and halls shall not be obstructed or encumbered by any Tenant,
unless a Tenant is specifically granted such right in his Lease, nor used
for any purpose other than ingress or egress to and from the Premises.
5. In the event Tenant must dispose of crates, boxes, etc. which will not fit
into office wastepaper baskets, it will be the responsibility of Tenant to
dispose of same. In no event shall Tenant set such items in the public
hallways or other areas of the building or parking areas, excepting
Tenant's own premises for disposal.
6. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed and no
sweepings, rubbish, rags, or other substances shall be placed therein. All
damages resulting from any misuse of the fixtures shall be borne by the
Tenant who, or whose servants, employees, agents, visitors, or licensees
shall have caused the same.
7. No Tenant shall xxxx, paint, drill into, or in any way deface any part of
the Premises or the building of which they form a part. No boring,
cutting, or stringing of wires shall be permitted, except with the prior
written consent of the Landlord and as it may direct, in each and every
case.
8. No bicycles, vehicles, or animals of any kind shall be brought into or
kept in or about the Premises. No Tenant shall cause or permit any unusual
or objectionable odors to be produced upon or permeate from the Premises.
9. No Tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the
use of any musical instrument, radio, talking machine, musical noise,
whistling, singing, or in any other way. No Tenant shall throw anything
out of the doors, windows, or skylights, or down the passageways.
10. Each Tenant, upon occupancy of its space, will be issued two (2) keys to
the leased space. No additional locks or bolts of any kind shall be placed
upon any of the doors or windows by any Tenant, nor shall any changes be
made in existing locks or the mechanism thereof. Each Tenant must, upon
the termination of his tenancy, return to the Landlord all keys of offices
and toilet rooms, either furnished to, or otherwise procured by, such
Tenant, and in the event of the need for additional keys, or the loss of
any keys so furnished, such Tenant shall pay to the Landlord the cost
thereof, as determined, from time to time, by the Landlord.
11. All removals, or the carrying in or out of any safes, freight, furniture
or bulky matter of any description must take place during the normal
business hours which the Landlord or its agent may determine from time to
time. The Landlord reserves the right to prescribe the weight and position
of all safes, which must be placed upon 2 inch thick plank strips to
distribute the weight. The moving of safes or other fixtures or bulky
matter of any kind must be made after previous notice to and approval of
the Manager of the building. Any damage done to the Building or to the
Tenants or to other persons in bringing in or removing safes, furniture or
other bulky or heavy articles shall be paid for by the Tenant.
12. Canvassing, soliciting and peddling in the Building is prohibited and each
Tenant shall cooperate to prevent the same.
13. The Landlord may retain a pass key to the Leased Premises, and allowed
admittance thereto at all times to enable the representatives to examine
the said Premises.
14. The Landlord reserves the right to make such other and further reasonable
rules and regulations as in its judgment may from time to time be needed
for the safety, care and cleanliness of the Premises, and for the
preservation of good order therein, and any such other or further rules
and regulations shall be binding upon the parties hereto with the same
force and effect as if they had been inserted herein at the time of the
execution hereof.
15. No Tenant, nor any of the Tenant's servants, employees, agents, visitors,
or licensees, shall at any time bring or keep upon the Premises any
inflammable, combustible, or explosive fluid, chemical or substance.
16. Landlord will not be responsible for any lost or stolen personal property,
equipment, money or jewelry from Tenant's Premises or public rooms
regardless of whether such loss occurs when the area is locked against
entry or not.
17. Landlord shall not permit the preparation of food for consumption on the
Premises nor use the facilities for the preparation of food without
written consent, in each and every case. Tenant shall not use the Premises
for housing, lodging, sleeping nor any immoral or illegal purposes.
18. Tenant and its employees, and visitors are not permitted to smoke or
consume food or beverages in the common area.
19. Tenant shall not operate, or permit to be operated, any mechanical
machinery, steam engine, boiler, or stove without Landlord's written
consent, in each and every case; Tenant will not allow the use of oil,
burning fluids, kerosene, gasoline or other fuels within the Premises.
20. No article deemed as extra hazardous on account of fire or explosion shall
be brought into the Premises.
21. No loitering or littering.
22. It is understood and agreed that Landlord has the undisputed right to
temporarily discontinue water, electric, air conditioning, elevator, or
any other service necessary for the proper maintenance, repair or
improvement of the Building.
23. In the event of any inconsistency between the Lease with Tenant and the
rules and regulations herein, the terms of the Lease shall control.
TENANT RECEIPT
Receipt is hereby acknowledged by the Landlord from Ursus Telecom
Corporation of $18,688.62 representing Base Rent, Additional Rent and
Sales Tax thereon for the first six (6) months of the Lease Term for Suite
112 within Sawgrass Office Campus, Building X.
Xxxxxx Property Management Co.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
EXHIBIT "F"
ELECTRICAL SERVICE AGREEMENT
PREMISES: Suite: 112
Address: 000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
LEASE DATED: ____________________________
BETWEEN: Xxxxxx West Associates, Ltd.
and
Ursus Telecom Corporation
1. Tenant's electrical service is separately metered.
2. Tenant is responsible for initiating and terminating electrical
service.
3. Tenant's security deposit will be applied to any unpaid electric
utility bills, if applicable.
EXHIBIT "G"
EXPANSION PREMISES
(cross-hatched)
[GRAPHIC OMITTED]
SPECULATIVE OFFICE SUITE
SAWGRASS CAMPUS CONCEPT BLD. 'B' 1ST FL
SAWGRASS INTERNATIONAL CORP. PARK
SUNRISE, FLORIDA
AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT (this " Amendment") dated as of this
______ day of _____________, 1993 amending that certain Lease Agreement dated
April 5, 1993, and any and all Letters of Agreement, Addenda, Amendments or
Extensions thereof (collectively, the "Lease" ) by and between Xxxxxx West
Associates, Ltd. ("Landlord") and Ursus Telecom Corporation ("Tenant").
W I T N E S S E T H:
WHERSAS, Landlord and Tenant entered into the Lease relating to office
space known as Suite 112 consisting of 2,158 rentable square feet ( the
"Premises") within that certain real property known as Sawgrass Office Campus,
Building B located at 000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx
(the "Building"); and
WHERESAS, Pursuant to Section 24.14 of the Lease, Tenant desires to lease
and additional 1,214 rentable square feet within the Building; and
WHEREAS, the parties wish to modify the terms of said Lease as hereinafter
set forth.
NOW, THEREFORE, for and in consideration of the terms, covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:
1. Expansion Premises. In addition to the Premises, effective May 1, 1993,
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
and additional 1,214 rentable square feet within the Building, more
commonly known as Suite 110, as depicted on Exhibit "A" attached hereto
(the "Expansion Premises").
2. Expansion Premises Term. Tenant shall have and hold the Expansion Premises
for a term of five (5) years commencing May 1, 1993 and expiring April 30,
1998 (the "Expansion Premises Term").
3. Expansion Premises Rent. Tenant agrees to pay Landlord Base Rent for the
first year of the Expansion Premises Term in the amount of $13, 354.00
payable in twelve (12) equal monthly installments of $1,112.83 due on or
before the first day of each month of the Expansion Premises Term, which
Base Rent shall be adjusted in accordance with Section 2.2 of the Lease.
In addition to the Base Rent, Tenant shall pay Additional Rent and sales
tax for the Expansion Premises pursuant to the terms and conditions of the
Lease.
4. Completion of Expansion Premises. Prior to May 1, 1993, Landlord shall, at
Landlord's expense, create and opening for adequate passage between the
Premises and the Expansion Premises.
5. Additional Rent. For purposes of calculating Tenant's Additional Rent
pursuant to ARTICLE III of the Lease, Tenant's Proportionate Share of the
Building is hereby increased to 13.5%.
1
All other terms and conditions of the Lease not specifically amended hereby are
in full force and effect and binding upon the parties thereto. Any provision of
this Amendment shall prevail over conflicting provisions contained in the Lease.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
"LANDLORD"
Signed, sealed and delivered Xxxxxx West Associates, Ltd.,
in the presence of : a Florida limited partnership
By: Glades Associates, Ltd.,
a Florida limited
partnership, its General
Partner
By: Glades Park, Inc., a
Florida corporation,
General Partner
/s/ [ILLEGIBLE]
------------------------
By: /s/ Xxxxx X. Xxxxxx
------------------------ ------------------------
Xxxxx X. Xxxxxx,
its President
"TENANT"
[ILLEGIBLE] Ursus Telecom Corporation
------------------------- a Florida corporation
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------- ------------------------
[ILLEGIBLE]
-------------------------
Print Name & Title
2
EXHIBIT "A"
EXPANSION PREMISES
(cross-hatched)
[GRAPHIC OMITTED]
SPECULATIVE OFFICE SUITE
SAWGRASS CAMPUS CONCEPT BLD 'B' 1ST FL
SAWGRASS INTERNATIONAL CORP. PARK
SUNRISE, FLORIDA
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Second Amendment") dated
as of this 10 day of November, 1995 amending that certain Lease Agreement
dated April 5, 1993, Amendment to Lease Agreement dated April 30, 1993, and any
and all Letters of Agreement, Addenda, Amendments or Extensions thereof
(collectively, the "Lease") by and between Camtech Associates as
successor-in-interest to Xxxxxx West Associates, Ltd. ("Landlord") and Ursus
Telecom Corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into Lease relating to office space
known as Suite 112 consisting of 2,158 rentable square feet (the "Premises")
within that certain real property known as Sawgrass Office Campus, Building B
located at 000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx (the
"Building"); and
WHEREAS, Pursuant to the Amendment to Lease Agreement dated April 30,
1993, Tenant leased and additional 1,214 rentable square feet for a total of
3,372 rentable square feet (the "Premises"); and
WHEREAS, Tenant now desires to lease an additional 1,700 rentable square
feet within the Building; and
WHEREAS, the parties wish to modify the terms of said Lease as hereinafter
set forth.
NOW, THEREFORE, for and in consideration of the terms, covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:
1. Expansion Premises. In addition to the Premises, effective November 15,
1995, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord an additional 1,700 rentable square feet within the Building,
more commonly known as Suite 102, as depicted on Exhibit "A" attached
hereto (the "Expansion Premises").
2. Expansion Premises Term. Tenant shall have and hold the Expansion Premises
for a term of twenty nine and one-half months commencing November 15,
1995 and expiring April 30, 1998 which expiration is coterminous with
the Expiration Date relative to the Premises (the "Expansion Premises
Term").
3. Expansion Premises Rent. Tenant agrees to pay Landlord Base Rent for the
Expansion Premises during the first year of the Expansion Premises Term
at the rate of $12.50 per rentable square foot, payable monthly on or
before the first day of each month of the first year of the Expansion
Premises Term. In addition to the Base Rent, Tenant shall pay Additional
Rent and sales tax for the Expansion Premises pursuant to the terms and
conditions of the Lease.
4. Base Rent Adjustment. Commencing on the first anniversary of the Expansion
Premises Term (or on the first day of the month within which the
anniversary date falls, if the anniversary date falls on a day other than
the first day of the month) and each and every anniversary thereafter, the
Base Rent for the Expansion Premises shall increase by three (3%) percent
over the previous year's Base Rent for the Expansion Premises, including
any renewal terms.
5. Condition of Premises. Tenant agrees to accept possession of the Expansion
Premises in its present "as is" condition and acknowledges that Landlord
has no obligation to construct any improvements to the Expansion Premises.
1
6. Tenant's Proportionate Share. For purposes of calculating Tenant's
Additional Rent pursuant to ARTICLE III of the Lease, Tenant's
Proportionate Share of the Building is hereby increased to 20.3%.
7. Parking. The number of non-exclusive parking spaces made available for
use by Tenant shall be increased in accordance with the ratio set forth in
Section 6.1 of the Lease.
All other terms and conditions of the Lease not specifically amended hereby are
in full force and effect and binding upon the parties thereto. Any provision of
this Second Amendment shall prevail over conflicting provisions contained in the
Lease.
In WITNESS WHEREOF, the parties have executed this Second Amendment as of
the day and year first above written.
"LANDLORD"
Signed, sealed and delivered Camtech Associates
in the presence of : a Florida general partnership
By: C2T, Ltd. a Florida limited
Partnership, General Partner
/s/ Xxxxx Xxxxxxxx
------------------------ By: C2T, Inc., a Florida corporation
General partner
/s/ [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxx
------------------------ ----------------------------
Xxxxx X. Xxxxxx, its President
/s/ [ILLEGIBLE] "TENANT"
------------------------
Ursus Telecom Corporation,
a Florida corporation
/s/ [ILLEGIBLE]
------------------------
By: /s/ [ILLEGIBLE]
-----------------------------------------
[ILLEGIBLE] Giussani, President, C.E.O
-----------------------------------------
Print Name & Title
2
THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this "Third Amendment") dated as
of this 30th day of October, 1997 amending that certain Lease Agreement dated
April 5, 1993, Amendment to Lease Agreement dated April 30, 1993, Second
Amendment to the Lease Agreement dated November 10, 1995, and any and all
Letters of Agreement, Addenda, Amendments or Extensions thereof (collectively,
the "Lease") by and between Camtech Associates as successor-in-interest to
Xxxxxx West Associates, Ltd. ("Landlord") and Ursus Telecom Corporation
("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into the Lease relating to office
space known as Suite 112 consisting of 2,158 rentable square feet (the
"Premises") within that certain real property known as Sawgrass Office Campus,
Building B located at 000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx
(the "Building"); and
WHEREAS, pursuant to the Amendment to Lease Agreement dated April 30,
1993, Tenant leased an additional 1,214 rentable square feet; and
WHEREAS, pursuant to the Second Amendment to Lease Agreement dated
November 10, 1997, Tenant leased an additional 1,700 rentable square feet within
the Building for a total of 5,072 rentable square feet (hereinafter collectively
referred to as the "Premises").
WHEREAS, Tenant now desires to renew the term of the Lease for the
Premises and to lease an additional 3,015 rentable square feet within the
Building; and
WHEREAS, the parties wish to modify the terms of said Lease as hereinafter
set forth.
NOW, THEREFORE, for and in consideration of the terms, covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and
Tenant agree as follows:
1. Expansion Premises. Landlord hereby leases to Tenant 3,015 rentable square
feet within the Building as depicted on Exhibit "A" attached hereto (the
"Expansion Premises") known as Suite 108. The Premises and the Expansion
Premises consisting of a total of 8,087 rentable square feet are
hereinafter sometimes collectively referred as the "Total Premises".
2. Term.
A. Tenant shall have and hold the Expansion Premises for a term of five
(5) years and five (5) and one-half (1/2) months commencing on
November 15, 1997 and expiring on April 30, 2003 (the "Expansion
Premises Term").
B. The term of the lease for the Premises is hereby extended for an
additional term of five (5) years commencing May 1, 1998 and
expiring on April 30, 2003, which expiration date is coterminous
with the expiration of the Expansion Premises Term.
C. Landlord hereby grants to Tenant permission to enter into and upon
the Expansion Premises at any time following full execution of this
Lease. Except for the payment of Base Rent and Additional Rent, such
early access to the Expansion Premises shall be upon the same terms
and conditions set forth in the Lease, as amended, including the
insurance requirements set forth in Article X of the Lease. Tenant
agrees that upon its early possession of the Expansion Premises, it
shall be responsible for all electricity serving the Expansion
Premises.
1
3. Rent.
A. Tenant shall pay Landlord Base Rent for the Total Premises at the
rate of $12.65 per rentable square foot through April 30, 1998.
Commencing May 1, 1998 and each anniversary thereafter, the Base
Rent shall increase by three (3%) percent over the previous year's
Base Rent. Tenant shall commence to pay Rent for the Expansion
Premises on November 15, 1997.
B. Tenant shall pay Additional Rent for the Total Premises pursuant to
Article III of the Lease, based upon $5.80 per rentable square foot
through December 31, 1997 which is Landlord's estimate of Additional
Rent for the calendar year 1997. For purposes of calculating
Tenant's Additional Rent pursuant to ARTICLE III of the Lease,
Tenant's Proportionate Share of the Building is hereby increased to
32.4%.
C. In addition to the Base Rent and Additional Rent, Tenant shall pay
Florida State Sales Tax (currently 6%).
4. Completion of Premises and Expansion Premises. Tenant hereby agrees to
accept the Expansion Premises in its present "as is" condition. Landlord
agrees to reimburse Tenant for the cost of repainting and recarpeting the
Premises or the Expansion Premises, or installing signage or hurricane
shutters in a total amount not to exceed $3.50 per rentable square foot
(i.e. $28,204.50). Such reimbursement shall be made within thirty (30)
days of Landlord's receipt of Tenant's paid invoices evidencing such cost.
5. Parking. There shall be available to Tenant a total of thirty two (32)
parking spaces at the Building for the non-exclusive use of Tenant.
6. Option to Renew. Provided Tenant has not been in default under any of the
terms or conditions of this Lease, Tenant shall have the option to renew
this Lease for one (1) additional term of five (5) years upon the same
terms and conditions contained in the Lease, as amended, with the
exception of the Base Rent which shall, during the first year of the
renewal term be based upon the then prevailing market rate for similar
space within the Office Campus buildings within Sawgrass International
Corporate Park, but in no event less than the rate being paid during the
last year of the Term hereof. On the first anniversary of the renewal
term, and each anniversary thereafter, the Base Rent shall increase by
three (3%) percent over the previous year's Base Rent. Tenant shall
exercise its option to renew by providing Landlord with not less than six
(6) months written notice prior to the expiration of the Term hereof.
7. Building Signage. Tenant, at Tenant's sole cost and expense, may install a
sign on one (1) facade of the Building subject to the following:
a. The plans and specifications, size, type and location of such sign
are subject to written approval by the Architectural Review
Committee of Sawgrass International Corporate Park.
b. Tenant, at Tenant's sole cost and expense, shall be responsible for
procuring all necessary governmental approvals and permits for the
installation of such sign.
c. Tenant, at Tenant's sole cost and expense, shall be responsible for
maintaining such sign in good order and repair, and upon the
expiration or earlier termination of this Lease, Tenant shall remove
the sign and repair any damage to the Building resulting from the
installation or removal thereof.
8. Hurricane Shutters. Tenant, at Tenant's sole cost and expense, may install
hurricane shutters on the windows of the Premises, the plans and
specifications of which are subject to written approval by the
Architectural Review Committee of Sawgrass International Corporate Park.
Tenant, at Tenant's sole cost and expense, shall be responsible for
maintaining, installing and removing such shutters at all times during the
Lease Term. If requested by Landlord, upon the expiration or earlier
termination of this Lease, Tenant
2
shall remove the shutters and repair any damage to the Building resulting
from the installation or removal thereof.
All other terms and conditions of the Lease not specifically amended hereby are
in full force and effect and binding upon the parties thereto, with the
exception of Section 24.15 of the Lease (Option to Terminate) which, by the
execution hereof, Tenant acknowledges is hereby deleted in its entirety and of
no further force or effect. Any provision of this Third Amendment shall prevail
over conflicting provisions contained in the Lease.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of
the day and year first above written.
"TENANT"
Signed, sealed and delivered
in the presence of :
/s/ [ILLEGIBLE] Ursus Telecom Corporation,
------------------------- a Florida corporation
/s/ [ILLEGIBLE]
-------------------------
By: /s/ [ILLEGIBLE]
--------------------
[ILLEGIBLE] CEO
--------------------
Print Name & Title
"LANDLORD"
Signed, sealed and delivered Camtech Associates
in the presence of: a Florida general partnership
By and through its authorized agent,
Xxxxxx Corporation
/s/ [ILLEGIBLE]
-------------------------
By: /s/ Xxxxx Xxxxxx
----------------------------
/s/ [ILLEGIBLE] Xxxxx Xxxxxx, Vice President
-------------------------
3
EXHIBIT "A"
EXPANSION PREMISES
OFFICE CAMPUS bld. B suite 000
XXXXXXXX XXXXXXXXXXXXX XXXXXXXXX XXXX
XXXXXXX, XXXXXXX
[GRAPHIC OMITTED]
THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this "Third Amendment") dated as
of this 8th day of October, 1997 amending that certain Lease Agreement dated
April 5, 1993, Amendment to Lease Agreement dated April 30, 1993, Second
Amendment to Lease Agreement dated November 10, 1995, and any and all Letters of
Agreement, Addenda, Amendments of Extensions thereof (collectively, the "Lease")
by and between Camtech Associates as successor-in-interest to Xxxxxx West
Associates, Ltd. ("Landlord") and Ursus Telecom Corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into the Lease relating to office
space known as Suite 112 consisting of 2,158 rentable square feet (the
"Premises") within that certain real property known as Sawgrass Office Campus,
Building B located at 000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx
(the "Building"); and
WHEREAS, pursuant to the Amendment to Lease Agreement dated April 30,
1993, Tenant leased an additional 1,214 rentable square feet; and
WHEREAS, pursuant to the Second Amendment to Lease Agreement dated
November 10, 1997, Tenant leased an additional 1,700 rentable square feet within
the Building for a total of 5,072 rentable square feet (hereinafter collectively
referred to as the "Premises").
WHEREAS, Tenant now desires to renew the term of the Lease for the
Premises and to lease an additional 3,015 rentable square feet within the
Building; and
WHEREAS, the parties wish to modify the terms of said Lease as hereinafter
set forth.
NOW, THEREFORE, for and in consideration of the terms, covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:
1. Expansion Premises. Landlord hereby leases to Tenant 3,015 rentable square
feet within the Building as depicted on Exhibit "A" attached hereto (the
"Expansion Premises") known as Suite 108. The Premises and the Expansion
Premises consisting of a total of 8,087 rentable square feet are
hereinafter sometimes collectively referred as the "Total Premises".
2. Term.
A. Tenant shall have and hold the Expansion Premises for a term of five
(5) years and five (5) and one-half (1/2) months commencing on
November 15, 1997 and expiring on April 30, 2003 (the "Expansion
Premises Term").
B. The term of the lease for the Premises is hereby extended for an
additional term of five (5) years commencing May 1, 1998 and
expiring on April 30, 2003, which expiration date is coterminous
with the expiration of the Expansion Premises Term.
C. Landlord hereby grants to Tenant permission to enter into and upon
the Expansion Premises at any time following full execution of this
Lease. Except for the payment of Base Rent and Additional Rent, such
early access to the Expansion Premises shall be upon the same terms
and conditions set forth in the Lease, as amended, including the
insurance requirements set forth in Article X of the Lease. Tenant
agrees that upon its early possession of the Expansion Premises, it
shall be responsible for all electricity serving the Expansion
Premises.
1
3. Rent
A. Tenant shall pay Landlord Base Rent for the Total Premises at the
rate of $12.65 per rentable square foot through April 30, 1998.
Commencing May 1, 1998, and each anniversary thereafter, the Base
Rent shall increase by three (3%) percent over the previous year's
Base Rent. Tenant shall commence to pay Rent for the Expansion
Premises on November 15, 1997.
B. Tenant shall pay Additional Rent for the Total Premises pursuant to
Article III of the Lease, based upon $5.80 per rentable square foot
through December 31, 1997 which is Landlord's estimate of Additional
Rent for the calendar year 1997. For purposes of calculating
Tenant's Additional Rent pursuant to ARTICLE III of the Lease,
Tenant's Proportionate Share of the Building is hereby increased to
32.4%.
C. In addition to the Base Rent and Additional Rent, Tenant shall pay
Florida State Sales Tax (currently 6%).
4. Completion of Premises and Expansion Premises. Tenant hereby agrees to
accept the Expansion Premises in its present "as is" condition. Landlord
agrees to reimburse Tenant for the cost of repainting and recarpeting the
Premises or the Expansion Premises, or installing signage or hurricane
shutters in a total amount not to exceed $3.50 per rentable square foot
(i.e. $28,204.50). Such reimbursement shall be made within thirty (30)
days of Landlord's receipt of Tenant's paid invoices evidencing such cost.
5. Parking. There shall be available to Tenant a total of thirty two (32)
parking spaces at the Building for the non-exclusive use of Tenant.
6. Option to Renew. Provided Tenant has not been in default under any of the
terms or conditions of this Lease, Tenant shall have the option to renew
this Lease for one (1) additional term of five (5) years upon the same
terms and conditions contained in the Lease, as amended, with the
exception of the Base Rent which shall, during the first year of the
renewal term be based upon the then prevailing market rate for similar
space within the Office Campus buildings within Sawgrass International
Corporate Park, but in no event less than the rate being paid during the
last year of the Term hereof. On the first anniversary of the renewal
term, and each anniversary thereafter, the Base Rent shall increase by
three (3%) percent over the previous year's Base Rent. Tenant shall
exercise its option to renew by providing Landlord with not less than six
(6) months written notice prior to the expiration of the Term hereof.
7. Building Signage. Tenant, at Tenant's sole cost and expense, may install a
sign on one (1) facade of the Building subject to the following:
a. The plans and specifications, size, type and location of such sign
are subject to written approval by the Architectural Review
Committee of Sawgrass International Corporate Park.
b. Tenant, at Tenant's sole cost and expense, shall be responsible for
procuring all necessary governmental approvals and permits for the
installation of such sign.
c. Tenant, at Tenant's sole cost and expense, shall be responsible for
maintaining such sign in good order and repair, and upon the
expiration or earlier termination of this Lease, Tenant shall remove
the sign and repair any damage to the Building resulting from the
installation or removal thereof.
8. Hurricane Shutters. Tenant, at Tenant's sole cost and expense, may install
hurricane shutters on the windows of the Premises, the plans and
specifications of which are subject to written approval by the
Architectural Review Committee of Sawgrass International Corporate Park.
Tenant, at Tenant's sole cost and expense, shall be responsible for
maintaining, installing and removing such shutters at all times during the
Lease Term. If requested by Landlord, upon the expiration or earlier
termination of this Lease, Tenant
2
shall remove the shutters and repair any damage to the Building resulting
from the installation or removal thereof.
All other terms and conditions of the Lease not specifically amended hereby are
in full force and effect and binding upon the parties thereto, with the
exception of Section 24.15 of the Lease (Option to Terminate) which, by the
execution hereof, Tenant acknowledges is hereby deleted in its entirety and of
no further force or effect. Any provision of this Third Amendment shall prevail
over conflicting provisions contained in the Lease.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of
the day and year first above written.
"TENANT"
Signed, sealed and delivered
in the presence of:
/s/ [ILLEGIBLE] Ursus Telecom Corporation,
------------------------- a Florida corporation
/s/ [ILLEGIBLE]
-------------------------
By: /s/ [ILLEGIBLE]
--------------------
Print Name & Title
"LANDLORD"
Signed, sealed and delivered Camtech Associates,
in the presence of: a Florida general partnership
By and through its authorized agent,
Xxxxxx Corporation
/s/ [ILLEGIBLE]
-------------------------
By: /s/ Xxxxx Xxxxxx
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/s/ [ILLEGIBLE] Xxxxx Xxxxxx, Vice President
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3
EXHIBIT "A"
EXPANSION PREMISES
OFFICE CAMPUS bld. B suite 000
XXXXXXXX XXXXXXXXXXXXX XXXXXXXXX XXXX
XXXXXXX, XXXXXXX
