SUBLEASE
PARTIES:
This Agreement of Sublease made the 1st day of June, 1997 by and between Olsten
Staffing Services, Inc. ("Sublessor") and Brite Voice Systems, Inc.
("Sublessee").
MASTER LEASE:
Sublessor is the lessee of the premises consisting of approximately 1902
rentable square feet ("the premises") by virtue of that certain lease dated the
25th day of March, 1996 (hereinafter referred to as the "Master Lease"), a copy
of which is attached hereto as Exhibit A, wherein Heathrow Office Building
Corporation is the lessor, hereinafter referred to as the "Master Lessor".
Sublessee understands and agrees with Sublessor that this Sublease is in all
ways subject and subordinate to the provisions of the Master Lease. Sublessee
shall do nothing which would, in any way, constitute a default on the
performance of the obligations of the Sublessor, as lessee in and to the Master
Lease. In the event the provisions of this Sublease and the provisions of the
Master Lease shall be in conflict, the provisions of the Master Lease shall
govern. Sublessee hereby assumes, and agrees to be bound by, all of the
agreements, obligations and covenants of Sublessor (as tenant under the Master
Lease), and covenants and agrees with both Sublessor and the Master Lessor to
faithfully perform the same. Without limitation, the foregoing includes:
(a) All Tenant indemnification provisions and insurance requirements
set forth in the Master Lease, whether the same are effective before
or after the Commencement Date.
(b) All insurance policies maintained by Sublessee with respect to
the Premises (whether or not required by the terms hereof) shall name
both Sublessor and Master Lessor as additional insureds thereunder
and as loss payees, as their interests may appear, in the amounts
required under the Master Lease, and certificates of such policies
shall be deposited with Sublessor and Master Lessor, in accordance
with the applicable provisions of the Master Lease.
Any amendment to the Master Lease hereafter made shall require the consent of
Sublessee, Sublessor, and Master Lessor, and shall be binding upon Sublessee
and shall for all purposes of this Sublease, be considered a part of the Master
Lease. A default under any agreement between Sublessee and Master Lessor,
including but not limited to that certain Lease dated April 16, 1997, shall
constitute a default under this Sublease and the Master Lease.
PREMISES:
Sublessor hereby subleases to Sublessee the premises on the terms and
conditions set forth in this Sublease.
WARRANTY BY SUBLESSOR:
Sublessor warrants and represents to Sublessee that the Master Lease has not
been amended or modified except as expressly set forth herein, that Sublessor
is not now, and as of the commencement of the term hereof will not be, in
default or breach of any of the provisions of the Master Lease, and that
Sublessor has no knowledge of any claim by Lessor that Sublessor is in default
or breach of any provision of the Master Lease.
TERM:
The term of this Sublease shall be commencing on June 1, 1997 and ending on
March 31, 2001.
5
In the event the term commences on a date other than the commencement date,
Sublessor and Sublessee shall execute a memorandum setting forth the actual
date of commencement of the term. If for any reason Sublessor does not deliver
possession to Sublessee on the commencement of the term, Sublessor shall not be
subject to any liability for such failure, the Termination Date shall not be
extended by the delay, and the validity of this Sublease shall not be impaired,
but the rent shall xxxxx until delivery of possession. Notwithstanding the
foregoing, if Sublessor has not delivered possession to Sublessee within ten
(10) days after the commencement date, then at any time thereafter and before
delivery of possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall set forth an
effective date for such cancellation which shall be at least ten (10) days
after delivery of said notice to Sublessor. If Sublessor delivers possession
to Sublessee on or before such effective date, this Sublease may at Sublessee's
option remain in full force and effect. If Sublessor fails to deliver
possession to Sublessee on or before such effective date, this Sublease shall
be canceled, in which case all consideration previously paid by Sublessee to
Sublessor on account of this Sublease shall be returned to Sublessee, this
Sublease shall thereafter be of no further force or effect, and Sublessor shall
have no further liability to Sublessee on account of such delay or
cancellation.
If Sublessor permits Sublessee to take possession prior to the commencement of
the term, such early possession shall not advance the termination date and
shall be subject to the provisions of this Sublease, including without
limitation the payment of rent.
RENT:
Rent: Sublessee shall pay to Sublessor as rent, without deduction, setoff,
notice or demand, to:
Olsten Staffing Services
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Eagle
or at such other place as Sublessor shall designate from time to time by notice
to Sublessee, the sum of $2,798.32 per month, in advance on the first day of
each month of the term.
Sublessee shall pay to Sublessor upon execution of this Sublease the sum of
$2,798.32 to be applied to the first month's rental payment. If the term
begins on a day other than the first or last day of a month, the rent for the
partial month shall be prorated on a per diem basis.
OPERATING COSTS AND REAL ESTATE TAXES:
Sublessee shall pay to Sublessor additional rent its prorata share of increases
in operating expenses and real estate taxes over the base year 1995.
SECURITY DEPOSIT:
Sublessee agrees to deposit with Sublessor the amount of $2,798.32 (1 month's
rent) as a security deposit. Sublessor agrees to return Sublessee's security
deposit, without interest, within ten (10) days after the termination date
hereto, upon Sublessee's full performance of all Sublessee's obligations.
ASSIGNMENT AND SUBLETTING:
Sublessee shall not assign this Sublease or further sublet all or any part of
the premises without the prior written consent of Sublessor and the consent of
Lessor.
6
All applicable terms and conditions of the Master Lease are incorporated into
and made a part of this Sublease as if Sublessor were the Lessor thereunder,
Sublessee the lessee thereunder, and the premises the Master Premises.
Sublessee shall not be deemed to have vacated or abandoned the premises so long
as Sublessee shall pay its rent.
If the Master Lease terminates, this Sublease shall terminate and the parties
shall be relieved of any further liability or obligation under this Sublease,
provided however, that the Master Lease terminates as a result of a default or
breach by Sublessor or Sublessee under this Sublease and/or the Master Lease,
then the defaulting party shall be liable to the non defaulting party for the
damage suffered as a result of such termination. Notwithstanding the
foregoing, if the Master Lease gives Sublessor any right to terminate the
Master Lease in the event of a partial or total damage, destruction or
condemnation of the Master Premises or the building or project of which the
Master Premises are a part, the exercise of such right by Sublessor shall not
constitute a default or breach hereunder.
AGENCY DISCLOSURE:
Sublessor and Sublessee each warrant that they have dealt with no other real
estate broker in connection with this transaction except: USI Real Estate
Brokerage Services, Inc. who represents Sublessor., and N/A who represents
Sublessee. Sublessor and Sublessee each warrant that they will cover their
respective brokers in this transaction.
IMPROVEMENTS:
Sublessee agrees to accept the premises in "as is" condition.
NOTICES:
All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All notices
and demands by the Sublessor to Sublessee shall be sent by Untied States mail,
postage prepaid, addressed to Sublessee at the premises and to the address
hereinbelow, or to such other place as Sublessee may from time to time
designate to the Sublessor. All notices and demands by the Sublessee to
Sublessor shall be sent by United States mail, postage prepaid, addressed to
the Sublessor at the address set forth herein, and to such other person or
place as the Sublessor may from time to time designate in a notice to the
Sublessee.
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To Sublessor: Law Department, The Olsten Corporation
000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx
Xxx Xxxx, XX 00000
To Sublessee: Xxxx Xxxxxxxxxxx, CFO
Brite Voice Systems
0000 Xxxx 00xx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
CONSENT BY LESSOR:
This Sublease shall be of no force or effect unless consented to by Lessor
within ten (10) days after execution hereof.
(SUBLESSOR) (SUBLESSEE)
THE OLSTEN CORPORATION BRITE VOICE SYSTEMS, INC.
By: /s/ Xxxxxx X. Laderourte, Jr. By /s/ X.X. Xxxxxxx
----------------------------- --------------------
Xxxxxx X. Xxxxxxxxx, Xx.
Its: VP Its: CEO
------------------------------- -------------------
8
LESSOR'S CONSENT TO SUBLEASE:
The Master Lessor under the Master Lease, hereby consents to the foregoing
Sublease without waiver of any restriction in the Master Lease concerning
further assignment or subletting, provided, however, Master Lessor's consent
provided herein shall in no way serve or be deemed to relieve or release the
Sublessor in any way from full and direct liability for the timely performance
of all of the Sublessor's duties and obligations as tenant under the Master
Lease.
Lessor: _________________________________
By: _____________________________________
Title: __________________________________
Date: ___________________________________
9
LEASE AGREEMENT
(OFFICE)
BETWEEN
AETNA LIFE INSURANCE COMPANY
("LANDLORD")
AND
OLSTEN STAFFING SERVICES, INC.
("TENANT")
10
LEASE INDEX
1. DEFINITIONS -1-
2. PREMISES AND TERM -2-
3. RENT -2-
4. CONSUMER PRICE ADJUSTMENT -3-
5. OPERATING EXPENSE ADJUSTMENTS -3-
6. USE OF PREMISES -4-
7. ASSIGNMENT AND SUBLETTING -4-
8. ACCESS TO PREMISES -5-
9. LANDLORD'S SERVICES -5-
10. ELECTRICAL OVERLOAD; STRUCTURAL OVERLOAD -6-
11. PARKING AREAS -7-
12. LEASEHOLD IMPROVEMENTS -7-
13. REPAIRS AND MAINTENANCE -7-
14. ALTERATIONS AND IMPROVEMENTS -7-
15. INDEMNITY -8-
16. DAMAGE BY FIRE OR THE ELEMENTS -9-
17. BUILDING RULES AND REGULATIONS -9-
18. EMINENT DOMAIN -9-
19. SIGNS AND ADVERTISING -9-
20. TENANT'S DEFAULT -10-
21. CONTRACTUAL LANDLORD'S LIEN -12-
22. SUBORDINATION ESTOPPEL CERTIFICATES -12-
23. TRANSFER OF LANDLORD'S INTEREST -13-
24. QUIET ENJOYMENT -13-
25. SECURITY DEPOSIT -13-
26. CONSTRUCTION LIENS -13-
27. FORCE MAJEURE -14-
28. SEVERABILITY -14-
11
29. HOLDING OVER -14-
30. RELOCATION -14-
31. RENT A SEPARATE COVENANT -14-
32. JOINT AND SEVERAL LIABILITY -14-
33. ABSENCE OF OPTION -14-
34. CORPORATE TENANCY -15-
35. BROKERAGE COMMISSION -15-
36. LANDLORD'S DEFAULT -15-
37. NOTICES -15-
38. INSURANCE -16-
39. RECORDING -17-
40. STATUTORILY MANDATED NOTIFICATION -17-
41. NONDISCLOSURE -17-
42. HAZARDOUS MATERIALS -17-
43. AMENDMENTS -18-
44. FINANCIAL STATEMENTS -19-
EXHIBIT A -00-
XXXXXXX X -00-
XXXXXXXX XXXXX AND REGULATIONS -23-
EXHIBIT F -25-
12
LEASE
THIS LEASE AGREEMENT ("Lease") is made this 1st day of February, 1996,
between "Landlord" and "Tenant", as hereafter defined.
WITNESSETH:
WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to
lease to Tenant, certain commercial office space set forth herein.
NOW, THEREFORE, for and in consideration of the rents and all other
charges and payments hereunder and of the covenants, agreements, terms,
provisions and conditions, Landlord and Tenant hereby agree as follows:
1. DEFINITIONS. For purposes of this Lease, the following terms shall
bear the meanings set forth in this section, unless the context clearly
requires otherwise:
(a) "Landlord": AETNA LIFE INSURANCE COMPANY
C/O AETNA REALTY INVESTORS, INC.
Address: 000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
(b) "Tenant": OLSTEN STAFFING SERVICES, INC.
Attn: Law Department
Address: 000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
(c) "Premises": Suite No. 128 consisting of approximately 1,902
square feet of net rentable area, which the parties agree are contained in the
Premises, as outlined in red on the attached Exhibit "A", expressly made a part
hereof. The Premises are located on the first (1st) floor of the structure,
hereinafter called the "Building" located at 000 Xxxxxxxxxxxxx Xxxxxxx,
Xxxxxxxx, Xxxxxxx 00000.
(d) "Use of Premises": General office use and other related uses.
(e) "Commencement Date": The later of 2/1/96 ("the anticipated
Commencement Date"), or the date Landlord can deliver possession of the
Premises.
(f) "Term": Not less than 60 months commencing on the Commencement
Date, this Lease to end on the last day of the 60th calendar month after the
Commencement Date.
(g) "Rent": The sum of SEE EXHIBIT B DOLLARS ($____) per month as
defined in Item 3. Rent and all other sums payable by Tenant to Landlord under
this Lease, plus any applicable tax, shall be paid to Landlord, without demand,
deduction or offset, at its management office presently located at 000
Xxxxxxxxxxxxx Xxxx., Xxxxx 0000, Xxxxxxxx, XX 00000, or at such other place as
Landlord may hereafter specify in writing.
(h) [Deleted]
(i) "Operating Expense Base": Actual Operating Expenses, Real
Estate Taxes and utility costs for the calendar year 1996.
In addition to Rent and Additional Rent, Tenant shall pay to Landlord each
month a sum equal to any sales, use or excise tax on rentals, and any other
charges, taxes and/or impositions now in existence or hereafter imposed based
upon the privilege of renting space or upon the amount of rentals collected
that may be charged by any governmental authority or agency.
4. DELETED.
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5. OPERATING EXPENSE ADJUSTMENTS. The parties each acknowledge that the
Rent specified in Item 3 of the Lease does not provide for increases in
Operating Expenses, Real Estate Taxes, and Utility Costs which may hereafter
affect the Premises or the Building; accordingly, during the term of this
Lease, and any renewals thereof, Tenant shall pay to Landlord, in the form of
Additional Rent (plus any applicable tax), its Proportionate Share of increased
expenses over the Operating Expense Base.
To implement and effect the foregoing obligation of Tenant to pay its
Proportionate share of the expenses, taxes and costs referenced in this Item 5,
the parties agree that Tenant shall pay Landlord on or before the first day of
each calendar month one twelfth (1/12) of the amount of Tenant's estimated
annualized liability for such expenses, taxes and costs for the coming calendar
year. Any amount paid by Tenant which exceeds the correct amount due shall be
credited to the next rental obligation due or next succeeding payment due under
this Item 5. If Tenant has paid less than the correct amount due, Tenant shall
pay the balance within thirty (30) days of receipt of notice from Landlord. If
the term of this Lease shall begin or end other than on the first day or last
day of a calendar year, the foregoing expenses, taxes and costs shall be billed
and adjusted on the basis of such fraction of a calendar year. Tenant's
obligation to pay the adjustments described in this Item 5 shall survive the
expiration of this Lease. Tenant shall have sixty (60) days following the
submission to it by Landlord of each applicable adjustment calculation to
object to each such calculation. Should Tenant fail duly and timely to object
to each such calculation, which objection, to be effective, must be in writing
and must state the particulars of such objection, then, the parties understand
and agree, Landlord's calculation shall be conclusively deemed to be correct.
The term "Real Estate Taxes" shall mean the annual taxes and any special
assessments or other charges levied against the real property of which the
Premises are a part by any authority having the direct power so to tax,
including any city, county, state or Federal government, or any school,
agricultural, transportation or environmental control agency, lighting,
drainage, or other improvement district thereof, and shall include the expense
of contesting the amount or validity of any such taxes, charges or assessments.
The term "Operating Expenses" shall include the annual expenses of Landlord for
the operation, maintenance and repair of the Premises and Building which are
reasonable or customary for the operation of this type of premises and
Building, and shall include, but not be limited to, management salaries,
consultants' fees, maintenance and janitorial expense, administrative salaries,
costs and fees, insurance, security and landscaping. The term "Utility Costs"
shall include Landlord's annual expenses for the operation and maintenance of
the Building and the Premises with respect to utility charges for furnishing
heat, air conditioning, electricity, water, sewerage, gas, garage removal, etc.
6. USE OF PREMISES. The Premises shall be used by Tenant as described
above in Item 1, Section (d), and for no other purpose without the prior
written discretionary consent of Landlord. Tenant shall not do or permit to be
done in or about the Premises, nor bring or keep or permit to be brought or
kept therein, anything which is prohibited by or will in any way conflict with
any law, statute, ordinance or governmental rule or regulation now in force or
which may hereafter be enacted or promulgated, or which is prohibited by any
standard form of fire insurance policy or will in any way increase the existing
rate of or affect any fire or other insurance upon the Building or any of its
contents, or cause a cancellation of any insurance policy covering the Building
or any part thereof or any of its contents. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants of the Building, or injure or annoy
them or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose (as determined by Landlord); nor shall Tenant
cause, maintain, or permit any nuisance (as determined by Landlord or by law)
in or about the Premises or commit or suffer to be committed any waste in, on,
or about the Premises. Tenant, at Tenant's expense, shall comply with all
laws, rules, orders, statutes, ordinances, directions, regulations and
requirements of all federal, state, county and municipal authorities pertaining
to Tenant's use of the Premises and with the recorded covenants, conditions and
restrictions pertaining thereto, regardless of when they become effective or
applicable, including, without limitation, all applicable federal, state and
local laws, regulations or ordinances pertaining to air and water quality,
hazardous materials, waste disposal, air emissions and other environmental
matters, all zoning and other land use matters, and the
14
Americans with Disabilities Act of 1990 and Florida Americans With Disabilities
Accessibility Implementation Act, as both may be amended from time to time
(collectively "ADA") and with any direction of any public officer or officials
which shall impose any duty upon Landlord or Tenant with respect to the use or
occupation of the Premises.
7. ASSIGNMENT AND SUBLETTING. Tenant shall not assign the right of
occupancy under this lease, or any other interest therein, or sublet the
Premises, or any portion thereof, without the prior written consent of
Landlord, which may not be unreasonably withheld or delayed by Landlord. When
Tenant requests Landlord's consent to such assignment or sublease, Tenant shall
notify Landlord in writing of the name and address of the proposed assignee or
subtenant and the nature and character of the business of the proposed assignee
or subtenant and shall provide financial information including financial
statements of the proposed assignee and subtenant. Tenant shall also provide
Landlord with a copy of the proposed sublease or assignment agreement. Tenant
absolutely shall have no right of assignment or subletting if Tenant is or has
ever been in default of this Lease. Should Landlord elect to grant its written
consent to any proposed assignment or sublease (whether by Tenant or by others
claiming by or through Tenant), Tenant or such others agree to pay Landlord an
administrative fee for each transportation in a reasonable amount (but not less
than $150.00), plus reasonable attorneys' and paralegals' fees to process and
approve such assignment or sublease, and Landlord may prescribe the substance
and form of such assignment or sublease.
Notwithstanding any assignment of the Lease, or the subletting of the
Premises, or any portion thereof, Tenant shall continue to be liable for the
performance of the terms, conditions and covenants of this Lease, including,
but not limited to, the payment of Rent and Additional Rent. Consent by
Landlord to one or more assignments or sublettings shall not operate as a
waiver of Landlord's rights as to any subsequent assignments or sublettings.
Landlord shall have the additional option, which shall be exercised by
providing Tenant with written notice, of terminating Tenant's rights and
obligations under this Lease rather than permitting any assignment or
subletting by Tenant.
Should Landlord permit any assignment or subletting by Tenant and should
the monies received as a result of such assignment or subletting (when compared
to the monies still payable by Tenant to Landlord) be greater than would have
been received hereunder had not landlord permitted such assignment or
subletting, then the excess shall be payable by Tenant to Landlord, it being
the parties' intention that Landlord, and not Tenant, in consideration for
Landlord's permitting such assignment or subletting, shall be the party to
receive any profit from any such assignment or subletting. If there are one or
more assignments or sublettings by Tenant to which Landlord consents, then any
and all renewal options to be exercised subsequent to the date of such
assignment or subletting and an options to lease additional space in the
Building to be exercised subsequent to the date of such assignment or
subletting are absolutely waived and terminated at landlord's sole discretion.
In the event of the transfer and assignment by Landlord of its interest in this
Lease and/or sale of the Building containing the Premises, either of which it
may do at its sole option, Landlord shall thereby be released from any further
obligations hereunder, and Tenant agrees to look solely to such successor in
interest of Landlord for performance of such obligations. The provisions of
Item 37 hereafter dealing with "Notices" shall be amended to provide the
correct names and addresses of the assignee or sublessee. If Tenant is a
corporation whose stock is not regularly traded on a bona fide public exchange,
and if any transfer, sale, pledge or other disposition of the common stock
shall occur which changes the power to vote the majority of the outstanding
capital stock of the company, such action shall be considered an assignment
under the terms of this Lease. Any breach of this Item 7 by Tenant will
constitute a default under the terms of this Lease, per Item 20 hereof.
Notwithstanding the foregoing, a sublease, assignment, or transfer to an
affiliate of the Olsten Corporation shall not require Landlord's consent, but
Tenant shall promptly notify Landlord thereof.
8. ACCESS TO PREMISES. Landlord or its authorized agent or agents shall
have the right to enter upon the Premises at all reasonable times and with
reasonable notice to Tenant, for the purposes of inspecting the same,
preventing waste, making such repairs as Landlord may consider and showing the
Premises to prospective tenants, mortgagees and/or purchasers. If during the
last month of the term, Tenant shall have removed all or substantially all of
Tenant's property therefrom, Landlord may immediately enter and alter, renovate
and redecorate the
15
Premises without elimination or abatement of Rent or incurring liability to
Tenant for any compensation or offsets in Rent and charges owed and such acts
shall have no effect upon this Lease.
9. LANDLORD'S SERVICES. Landlord shall, at its expense, furnish the
Premises with (i) electricity subject to Item 10 of this Lease; (ii) heat and
air conditioning during reasonable and usual business hours (exclusive of
Saturday afternoons, Sundays and holidays) reasonably required for the
occupation of the Premises, such heat and air conditioning to be provided by
utilizing the existing systems in the Building, it being expressly understood
and agreed by the parties that Landlord specifically shall not be liable for
any losses or damages of any nature whatsoever incurred by Tenant due to any
failure of the equipment to function properly, or while it is being repaired,
or due to any governmental laws, regulations or restrictions pertaining to the
furnishing or use of such heat and air conditioning; (iii) elevator service;
(iv) lighting replacement for Building Standards lights; (v) toilet room
supplies; (vi) daily janitor service during the time and in the manner that
such janitor service is customarily furnished in first class office buildings
in the metropolitan area where the Building is located; (vii) water; and (viii)
sewerage. The foregoing services are designated "Building Standard".
Monday - Friday 6:00 a.m. - 6:00 p.m.
Saturday 7:00 a.m. - 2:00 p.m.
Additional hours billed at $35.00 per hour.
Tenant agrees that Landlord is only responsible for Building Standard
maintenance and Building Standard services. If other, more complete or special
services and maintenance (over Building Standard) are required, then Tenant
solely shall be and is responsible for same and for any expenses and costs of
any nature whatsoever associated with same. To this end, Tenant is and shall
be solely responsible for any expenses and costs of any nature whatsoever
associated with, among other things, maintaining upgraded tenant improvements
in the Premises, replacing non-Building Standard lighting fixtures and bulbs in
the Premises, servicing, operating and maintaining any separate and non-
Building Standard HVAC systems and facilities serving the Premises, etc.
Landlord warrants and represents that all systems are in good working order and
repair as of the commencement date hereof, to the best of Landlord's ability.
Landlord shall not be liable for any damages directly or indirectly
resulting from, nor shall any Rent herein set forth be reduced or abated by
reason of (1) installation, use, or interruption of use of any equipment in
connection with the furnishing of any of the foregoing services, or (2) failure
to furnish, or delay in furnishing, any such services when such failure or
delay is caused by accident or any condition beyond the reasonable control of
Landlord or by the making of necessary repairs or improvements to the Premises
or to the Building or because of any governmental laws, regulations or
restrictions. The temporary failure to furnish any such services shall not be
construed as an eviction of Tenant or relieve Tenant form the duty of observing
and performing any and all of the provisions of this lease.
10. ELECTRICAL OVERLOAD; STRUCTURAL OVERLOAD.
A. Tenant's use of electrical services furnished by Landlord shall
be subject to the following:
(1) Tenant's electrical equipment shall be restricted to that
equipment which individually does not have a rated capacity
greater than .5 kilowatts per hour and/or require voltage
other than 120/208 volts, single phase. Collectively,
Tenant's equipment shall not have an electrical design load
greater than an average of 3 xxxxx per square foot
(including overhead lighting).
(2) Tenant's overhead lighting shall not have a design load
greater than an average of 2 xxxxx per square foot.
(3) If Tenant's consumption of electrical services exceeds
either the rated capacities and/or design loads as per
subsections (1) and (2)
16
above, then Tenant shall remove such equipment
and/or lighting to achieve compliance within
ten (10) days after receiving notice from Landlord. Or
upon receiving Landlord's prior written approval, such
equipment and/or lighting may remain in the, Premises,
subject to the following:
(a) Tenant shall pay for all costs of installation and
maintenance of submeter, wiring, air conditioning and
other items required by Landlord, in Landlord's
discretion, to accommodate Tenant's excess design
loads and capacities.
(b) Tenant shall pay to landlord, upon demand, the cost of
the excess demand and consumption of electrical
service at rates determined by landlord which shall be
in accordance with any applicable laws.
(c) Landlord may, at its option, upon not less than thirty
(30) days' prior written notice to Tenant, discontinue
the availability of such extraordinary utility
service. If Landlord gives any such notice, Tenant
will contract directly with the public utility for the
supplying of such utility service to the Premises.
B. Tenant shall not place a load upon any floor of the Premises
exceeding the floor load per square foot area which such floor
was designed to carry and which may be allowed by law. Landlord
reserves the right to prescribe the weight and position of all
heavy equipment and similar items and any reinforcement deemed
by Landlord to be required under the circumstances, such
reinforcement to be at Tenant's prepaid expense.
11. PARKING AREAS. Landlord shall keep and maintain in good condition
any parking areas that may be provided. Landlord reserves the right to control
the method, manner and time of parking in parking spaces.
12. LEASEHOLD IMPROVEMENTS. the Premises are rented "as is", without any
additional services or improvements to be rendered by Landlord other than those
services described in Item 9 and such other services or improvements as may be
described in Exhibit "B" attached hereto and expressly made a part hereof. If
Landlord is to additionally alter, remodel, improve, or do any physical act or
thing to the space as presently constituted or as described in Exhibit "B",
same shall be at the sole expense of Tenant and shall be effected only by an
"Extra Work Agreement" signed by the parties, the monies due Landlord from
Tenant for which shall be deemed "Additional Rent" hereunder. In the absence
of an "Extra Work Agreement" signed by the parties, Landlord is under no
obligation to make any such alteration, remodeling or improvement or do any
physical act or thing to the space.
Any and all extraordinary expenses and costs of any nature whatsoever
attributable to the installation, maintenance and/or removal of telephone
equipment, computer equipment and the like shall be borne solely by Tenant and
may be deemed by Landlord to be "Additional Rent" hereunder.
13. REPAIRS AND MAINTENANCE. Landlord will, at its own cost and expense,
except as may be provided elsewhere herein, make necessary repairs of damage to
the Building corridors, lobby, structural members of the Building, and
equipment used to provide the Building Standard services referred to in Item 9,
unless any such damage is caused by acts or omissions of Tenant, its agents,
customers, employees, principals, contractors, consultants, assigns, subtenants
or invitees, in which event Tenant will bear the cost of such repairs. Tenant
will not injure the Premises or the Building but will maintain the Premises in
a clean, attractive condition and in good repair, except as to damage to be
repaired by landlord as provided above. Upon termination of this Lease, Tenant
will surrender and deliver the Premises to Landlord in the same condition in
which they existed at the commencement of this lease, excepting only ordinary
wear
17
and tear and damage arising from any cause not required to be repaired by
Tenant. This Item 13 shall not apply in the case of damage or destruction by
fire or other casualty which is covered by insurance maintained by Landlord on
the Building (as to which Item 16 hereof shall apply) or damage resulting from
an Eminent Domain taking (as to which item 18 hereof shall apply).
14. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations,
additions or improvements to the Premises without the prior written approval of
landlord, unless in each instance and for each such alteration, addition or
improvement Landlord or a contractor approved by Landlord is hired to do such
alterations, additions or improvements. Such approval shall not be
unreasonably withheld in the case of alterations, additions or improvements to
the interior of the premises if such alterations, additions, or improvements
are normal for the use described in Item 1 (d) of this Lease, do not adversely
affect utility of the Premises for future tenants, do not alter the exterior of
the Building, and are accompanied by prepayment or bond provisions or waivers
by the contractor in form satisfactory to landlord sufficient to protect the
Building from claims of lien of any sort; otherwise, such approval may be
withheld for any reason whatsoever. Furthermore, such alterations, additions
or improvements absolutely shall not affect the plumbing, electrical and HVAC
systems in the Premises or the Building and shall not be of a structural
nature. Tenant shall conduct its work in such a manner as to maintain
harmonious labor relations and as not to interfere with the operation of the
Building and shall, prior to the commencement of the work, submit to Landlord
copies of all necessary permits. landlord reserves the right to have final
approval of the contractors hired by Tenant. All such contractors hired by
Tenant shall be, at levels and coverages prescribed by Landlord, bonded and
insured, and Landlord may require evidence of same, which Tenant agrees to
secure and provide Landlord prior to the commencement of any work by such
contractors. All alterations, additions or improvements, whether temporary or
permanent in character, made in or upon the Premises, either by Landlord or
Tenant, shall be Landlord's property and at the end of the term hereof shall
remain in or upon the Premises without compensation to Tenant. If, however,
Landlord shall request in writing, Tenant will, prior to expiration or earlier
termination of this Lease, remove any and all alterations, additions and
improvements placed or installed by Tenant in the Premises, and will repair any
damage caused by such removal. All of Tenant's furniture, movable trade
fixtures and equipment not attached to the Building may be removed by Tenant at
the termination of this Lease, if Tenant so elects, and shall be so removed, if
required by Landlord, and, if not so removed, shall, at the option of Landlord,
become the property of Landlord. To the extent Tenant makes any alterations,
additions or improvements and/or to the extent Landlord on behalf of Tenant
under an "Extra Work Agreement" makes such alterations, additions or
improvements, and as a result thereof it can be determined that thereupon was
caused an increase in real estate taxes or insurance premiums, then Tenant
shall be responsible for reimbursing Landlord for such increases as Landlord
may pay. Tenant shall keep the premises and Building free from any liens
arising from any work performed in accordance with this Lease. Any such
alterations, additions or improvements conducted by Tenant shall be in
accordance with all federal, state and local laws, rules and regulations,
including, without limitation, the ADA.
15. INDEMNITY. Landlord shall not be liable for, and Tenant will
indemnify, and save Landlord harmless of and from, all fines, suits, damages,
claims, demands, losses and actions (including reasonable attorneys' and
paralegals' fees (whether incurred in court, out of court, on appeal or in
bankruptcy or administrative proceedings)) for any injury to person or damage
to or loss of property on or about the premises and Building caused by the
negligence or misconduct or breach of this Lease by Tenant, its employees,
agents, principals, contractors, consultants, assigns, subtenants, invitees or
by any other person entering the Premises or the Building under express or
implied invitation of Tenant, or arising out of Tenant's use of the Premises,
unless such injury or damage was caused solely by landlord's gross negligence.
Landlord shall not be liable or responsible for any loss or damage to any
property or the death or injury to a person occasioned by theft, fire, act of
God, public enemy, injunction, riot, strike, insurrection, war, court order,
requisition of governmental body or authority, by other tenants of the Building
or by any other matter beyond the absolute control of Landlord, or for any
injury or damage or inconvenience which may arise through repair or alteration
of any part of the Building, or failure to make repairs, or from any cause
whatsoever except Landlord's negligence or intentional act. It is specifically
understood and agreed that there shall be no personal liability on Landlord
with respect to any of the covenants, conditions or provisions of this Lease;
in the
18
event of a breach or default by Landlord of any of its obligations under
this Lease, Tenant shall look solely to the equity of Landlord in the Building
for the satisfaction of Tenant's remedies. Separate from and in addition to
any consideration for the execution of this Lease, Landlord has paid to Tenant
the sum of $50.00 as consideration for Tenant's indemnification under this
Lease. See Exhibit "B" for additional language.
16. DAMAGE BY FIRE OR THE ELEMENTS. In the event that the Building
should be totally destroyed by fire, tornado or other casualty, or in the event
the Premises or Building should be so damaged that rebuilding or repairs cannot
be completed within ninety (90) days after the date of such damage, either
Landlord or Tenant may, at its option, by written notice to the other given not
more than thirty (30) days after the date of such fire or other casualty,
terminate this Lease. In such event, the Rent shall be abated during the
unexpired portion of this Lease effective with the date of such fire or other
casualty.
In the event the Building or Premises should be damaged by fire, tornado,
or other casualty covered by landlord's insurance but only to such extent that
rebuilding or repairs can be completed within ninety (90) days after the date
of such damage, or if the damage should be more serious but neither Landlord
nor Tenant elects to terminate this Lease, then Landlord shall, within thirty
(30) days after the date of such damage or such election, commence to rebuild
or repair the Building and/or the Premises and shall proceed with reasonable
diligence to restore the Building and/or the Premises to substantially the same
condition in which it/they was/were immediately prior to the happening of the
casualty, except that Landlord shall not be required to rebuild, repair or
replace any part of the furniture, equipment, fixtures and other improvements
which may have been placed by Tenant or other tenants within the Building or
premises. Landlord shall, unless such damage is the result of the negligence
or willful misconduct of Tenant or Tenant's employees, agents, principals,
contractors, consultants, assigns, subtenants or invitees, allow Tenant a fair
diminution of Rent during the time of such rebuilding or repairs. In the event
any mortgagee, or the holder of any deed of trust, security agreement or
mortgage on the building, requires that the insurance proceeds be used to
retire the mortgage debt, Landlord shall have no obligation to rebuild and this
Lease shall terminate upon notice to Tenant. Any insurance which may be
carried by Landlord or Tenant against loss or damage to the Building or to the
Premises shall be for the sole benefit of the party carrying such insurance and
under its sole control.
17. BUILDING RULES AND REGULATIONS. Tenant shall faithfully observe and
comply with the Rules and Regulations printed on or annexed to this Lease and
all reasonable modifications of and additions thereto from time to time put
into effect by Landlord. Landlord shall not be responsible to Tenant for the
nonperformance of any of said Rules and Regulations by any other tenant or
occupant of the Building. Tenant shall and does hereby have an affirmative
obligation (to include indemnification of Landlord, per Item 15 hereof) to
notify its agents, employees, principals, assigns, subtenants and invitees of
the contents of such Rules and Regulations and of this Lease and to assure
their compliance therewith.
18. EMINENT DOMAIN. If the whole or a portion of the Building shall be
taken for any public or quasi public use under any statute or by right of
Eminent Domain or private purchase in lieu thereof, then at Landlord's option,
but not otherwise, the term hereby demised and all rights of Tenant hereunder
shall immediately cease and terminate and the Rent shall be adjusted as of the
date of such termination. Tenant shall be entitled to no part of the award
made for such condemnation (or other taking) or the purchase price thereof.
Nevertheless, anything to the contrary notwithstanding, likewise at Landlord's
option, but not otherwise, if the Premises are unaffected by such condemnation
(or other taking), then this Lease and each and every one of its provisions
shall continue in full force and effect.
19. SIGNS AND ADVERTISING. Without the prior written approval of
landlord, which may be withheld at Landlord's discretion, Tenant shall not
permit the painting or display of any signs, placard, lettering, or advertising
material of any kind on or near the exterior of the Premises or the Building.
Notwithstanding the foregoing, Tenant may, with Landlord's prior approval,
display Tenant's name on or near the entrance to the Premises, in a manner
prescribed by Landlord. Landlord shall install and pay for building standard
lobby/directory and door signage, one time only. Tenant shall pay for any
other or additional signage.
19
20. TENANT'S DEFAULT. Landlord, at its election, may exercise any one or
more of the options referred to below upon the happening, or at any time after
the happening, of any one or more of the following events, to wit:
(a) Tenant's failure to pay the Rent, Additional Rent, or any other
sums payable hereunder for a period of ten (10) days after
written Notice by landlord.
(b) Tenant's failure to observe, keep or perform any of the other
terms, covenants, agreements or conditions of this Lease or in
the Building Rules and Regulations for a period of ten (10)
business days after written notice by Landlord; provided,
however, if Tenant shall fail to observe, keep or perform any
one such term or condition of this Lease on more than three (3)
occasions, Tenant shall no longer be given a ten (10) day right
to cure that same failure or performance, and, instead, a
default shall be deemed to have occurred immediately upon the
fourth (4) failure of Tenant to observe or to perform said term
or condition.
(c) The bankruptcy of Tenant;
(d) Tenant making an assignment for the benefit for creditors;
(e) A receiver or trustee being appointed for Tenant or a
substantial portion of Tenant's assets;
(f) Tenant's voluntary petitioning for relief under, or otherwise
seeking the benefit of, any bankruptcy, reorganization,
arrangement or insolvency law;
(g) [deleted]
(h) Tenant's interest under this Lease being sold under execution or
other legal process;
(i) Tenant's interest under this Lease;
(j) Any of the goods or chattels of Tenant used in, or incident to,
the operation of Tenant's business in the Premises being seized,
sequestered, or impounded by virtue of, or under authority of,
any legal proceeding;
(k) Tenant's failure to pay timely the Rent, Additional Rent, or any
other sums payable when due for two (2) consecutive months or
for a total of four (4) months in any lease or calendar year, no
notice whatsoever to be due Tenant from Landlord;
(l) Tenant's failure to operate continuously during normal business
hours from the Premises in a fully staffed, fully equipped
manner and/or as contemplated by item 1 (d) of this Lease; or
(m) Tenant's failure to take occupancy of the Premises when same is
tendered by Landlord to Tenant, unless Rent has been prepaid to
cover the applicable period of nonoccupancy.
In the event of any of the foregoing happenings, Landlord, at its election, may
exercise any one or more of the following options, the exercise of any of which
shall not be deemed to preclude the exercise of any others herein listed or
otherwise provided by statute or general law at the same time or in subsequent
times or actions:
(1) Terminate Tenant's right to possession under the Lease and
reenter and retake possession of the Premises and relet or
attempt to relet the Premises on behalf of Tenant at such rent
and under such terms and conditions as
20
Landlord may deem best under the circumstances for the purpose
of reducing Tenant's liability. Landlord shall not be deemed
to have thereby accepted a surrender of the Premises, and
Tenant shall remain liable for all Rent, Additional Rent, or
other sums due under this Lease and for all damages suffered
by Landlord because of Tenant's breach of any of the covenants
of the Lease.
(2) Declare this Lease to be terminated, ended and null and void,
and reenter upon and take possession of the Premises whereupon
all right, title and interest of Tenant in the Premises shall
end.
(3) Delete
No reentry or retaking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease, unless a written
notice of such intention be given to Tenant, nor shall pursuit of any remedy
herein provided constitute a forfeiture or waiver of any Rent or other monies
due to Landlord hereunder or of any damages accruing to Landlord by reason of
the violations of any of the terms, provisions, and covenants herein contained.
Landlord's acceptance of Rent or Additional Rent or other monies following any
event of default hereunder shall not be construed as Landlord's waiver of such
event of default. No forbearance by Landlord of action upon any violation or
breach of any of the terms, provisions, and covenants herein contained shall be
deemed or construed to constitute a waiver of the terms, provisions, and
covenants herein contained. Forbearance by Landlord to enforce one or more of
the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of any other violation or default. Legal
actions to recover for loss or damage that Landlord may suffer by reason of
termination of this Lease or the deficiency from any reletting as provided for
above shall include the expense of repossession or reletting and any repairs or
remodeling undertaken by Landlord following repossession.
The parties hereto shall, and they hereby do, waive trial by jury in any
action, proceeding, or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of, or in any way
connected with, this Lease, the relationship of landlord and tenant, Tenant's
use or occupancy of the Premises and/or Building, and/ or claim or injury or
damage. In the event Landlord commences any proceeding to enforce this Lease
or the landlord/tenant relationship between the parties or for nonpayment of
Rent (of any nature whatsoever) or additional monies due Landlord from Tenant
under this Lease, Tenant will not interpose any counterclaim of whatever nature
or description in any such proceedings. In the event Tenant must, because of
applicable court rules, interpose any counterclaim or other claim against
Landlord in such proceedings, Landlord and Tenant covenant and agree that, in
addition to any other lawful remedy of Landlord, upon motion of Landlord, such
counterclaim or other claim asserted by Tenant shall be severed out of the
proceedings instituted by Landlord (and, if necessary, transferred to a court
of different jurisdiction), and the proceedings instituted by Landlord may
proceed to final judgment separately and apart from and without consolidation
with or reference to the status of each counterclaim or any other claim
asserted by Tenant.
The parties hereto agree that any and all suits for any and every breach
of this Lease shall be instituted and maintained only in those courts of
competent jurisdiction in the county or municipality in which the Building is
located. In the event it shall become necessary (as determined by Landlord)
for Landlord at any time to institute or defend any legal action or proceedings
of any nature for the enforcement of, or as regards, this Lease, or any of the
provisions hereof, or any of its statutory or common law rights as concern
Tenant, or to employ an attorney therefor, Tenant agrees to pay all court costs
and reasonable attorneys' and paralegals' fees (whether incurred in court, out
of court, on appeal or in bankruptcy or administrative proceedings) incurred by
Landlord.
Time is of the essence of this Lease; and in case Tenant shall fail to
perform the covenants on its part to be performed at the time fixed for the
performance of such respective covenants by the provisions of this Lease,
Landlord may declare Tenant to be in default of such Lease.
21
21. [Deleted]
22. SUBORDINATION ESTOPPEL CERTIFICATES. In consideration of the
execution of this Lease by Landlord, Tenant accepts this Lease subject to any
deeds of conveyance and any deeds of trust, master leases, security interests
or mortgages and all renewals, modifications, extensions, consolidations and
replacements of the foregoing which might now or hereafter constitute a lien
upon the Building (or the land upon which it is situated) or improvements
therein or thereon or upon the Premises and to zoning ordinances and other
building and fire ordinances and governmental regulations relating to the use
of the property. Although no instrument or act on the part of Tenant shall be
necessary to effectuate such subordination, Tenant shall, nevertheless, for the
purpose of confirmation at any time hereafter, on demand in the forms(s)
prescribed by Landlord, execute any instruments, estoppel certificates, release
or other documents that may be requested or required by any purchaser or any
holder of any superior interest for the purposes of subjecting and
subordinating this Lease to such deed or conveyance or to the lien of any such
deed of trust, master lease, security interest, mortgage, or superior interest.
Tenant hereby appoints Landlord attorney in fact, irrevocably, to execute and
deliver any such instrument or document for Tenant should Tenant fail or refuse
to do so within ten (10) days of Landlord's written request for such instrument
or document. In the event the Building is sold or subjected to foreclosure
proceedings, Tenant shall attorn to the purchaser and recognize same as
Landlord under this Lease. In the event any proceedings are brought for
foreclosure, or in the event of the exercise of the power of sale under any
mortgage or deed of trust made by landlord covering the Premises, Tenant shall
attorn to the purchaser at any such foreclosure or to the grantee of a deed in
lieu of foreclosure and recognize such purchase or grantee as Landlord under
this Lease.
23. TRANSFER OF LANDLORD'S INTEREST. In the event of any transfer(s) of
Landlord's interest in the Premises or the Building, other than a transfer for
security purposes only, the transferor shall be automatically relieved of any
and all obligations and liabilities on the part of Landlord accruing from and
after the date of such transfer, and Tenant agrees to attorn to the transferee.
24. QUIET ENJOYMENT. Provided Tenant has fully, duly and timely
performed all of the terms, covenants, agreements and conditions of this Lease
on its part to be performed, including the payment of Rent and all other sums
due hereunder, Tenant shall peacefully and quietly hold and enjoy the Premises,
except as described in Item 22 above, against Landlord and all persons claiming
by, through or under Landlord, for the term herein described, subject to the
provisions and conditions of this Lease.
25. [Deleted]
26. CONSTRUCTION LIENS. Tenant is prohibited from making, and agrees not
to make, alterations in the Premises, except as permitted by Item 14, and
Tenant will not permit any construction lien or liens to be placed upon the
Premises or the Building or improvements thereon during the term hereof caused
by or resulting from any work performed, materials furnished or obligation
incurred by or at the request of Tenant, and in the case of the filing of any
such lien, Tenant will promptly pay same. If default in payment thereof shall
continue for ten (10) days after written notice thereof from Landlord to
Tenant, Landlord shall have the right and privilege, Landlord's option, of
paying the same or any portion thereof without inquiry as to the validity
thereof, and any amounts so paid, including expenses, interest, and reasonable
attorneys' and paralegals' fees (whether incurred in court, out of court, on
appeal or in bankruptcy or administrative proceedings), shall be so much
additional indebtedness hereunder due from Tenant to Landlord and shall be
repaid to Landlord immediately on rendition of a xxxx therefor, together with
interest per annum at the maximum rate permitted by law until repaid, and if
not so paid within ten (10) days of the rendition of such xxxx shall constitute
a default under Item 20 hereof.
The interest of Landlord shall not be subject liens for improvements made
by Tenant in and to the Premises. Tenant shall notify every contractor making
such improvements of the provision set forth in the preceding sentence of this
paragraph. The parties agree, should
22
Landlord so request, to execute, acknowledge and deliver, without charge to the
other, a Short From Lease in recordable form in accordance with Chapter 713,
Florida Statutes, containing a confirmation that the interest of Landlord shall
not be subject to liens for improvements made by Tenant to the Premises.
27. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord, Landlord shall not be liable or responsible
for, and there shall be excluded from the computation for any such period of
time, any delays due to strikes, riots, acts of God, shortages of labor or
materials, theft, fire, public enemy, injunction, insurrection, court order,
requisition of other governmental body or authority, war, governmental laws,
regulations or restrictions or any other causes of any kind whatsoever which
are beyond the control of Landlord.
28. SEVERABILITY. If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws effective during the term
of this Lease, then and in that event, it is the intention of the parties
hereto that the remainder of this Lease shall not be affected thereby.
29. HOLDING OVER. The failure of Tenant to surrender the Premises on the
date provided herein for the expiration of the term of this Lease (or at the
time the Lease may be terminated otherwise by Landlord), and the subsequent
holding over by Tenant, with or without the consent of Landlord, shall result
in the creation of a tenancy at will at one hundred twenty-five percent (125%)
the Rent payable at the time of the date provided herein for the expiration of
this Lease or at the time the Lease may be terminated otherwise by Landlord.
This provision does not give Tenant any right to hold over at the expiration of
the term of this Lease, and shall not be deemed, the parties agree, to be a
renewal of the Lease term, either by operation of law or otherwise.
30. [Deleted]
31. RENT A SEPARATE COVENANT. Tenant shall not for any reason withhold
or reduce Tenant's required payments of Rent and other charges provided in this
Lease, it being expressly understood and agreed by the parties that the payment
of Rent and Additional Rent is a contractual covenant by Tenant that is
independent of the other covenants of the parties hereunder.
32. JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporation, partnerships, or other business associations (or any combination
of two or more thereof) shall sign this Lease as Tenant, the liability of each
such individual corporation, partnership or other business association to pay
Rent and perform all other obligations hereunder shall be deemed to be joint
and several. In like manner, if Tenant is a partnership or other business
association, the members of which are, by virtue of statute or general law,
subject to personal liability, the liability of each such member shall be joint
and several.
33. ABSENCE OF OPTION. The submission of this Lease for examination does
not constitute a reservation of or option for the Premises, and this Lease
becomes effective only upon execution and delivery thereof by Landlord.
34. CORPORATE TENANCY. If Tenant is a corporation, the undersigned
officer of Tenant hereby warrants and certifies to Landlord that Tenant is a
corporation in good standing and is authorized to do business in the State of
Florida. The undersigned officer of Tenant hereby further warrants and
certifies to Landlord that he or she, as such officer, is authorized and
empowered to bind the corporation to the terms of this Lease by his or her
signature thereto. Landlord, before it accepts and delivers this Lease, may
require Tenant to supply it with a certified copy of the corporate resolution
authorizing the execution of this Lease by Tenant. If Tenant is a corporation
(other than one whose shares are regularly and publicly traded on a recognized
stock exchange), Tenant represents that the ownership and power to vote its
entire outstanding capital stock belongs to and is vested in the officer or
officers executing this Lease or members of his, her or their immediate family.
If there shall occur any change in the ownership or and/or power to vote the
majority of the outstanding capital stock of Tenant, whether such
23
change of ownership is by sale, assignment, bequest, inheritance, operation
of law or otherwise, without the prior written consent of Landlord, then
Landlord shall have the option to terminate this Lease upon thirty (30) days'
written notice to Tenant. Furthermore, Tenant shall have an affirmative
obligation to notify immediately Landlord of any such change.
35. BROKERAGE COMMISSION. Tenant warrants that there are no claims for
broker's commissions or finder's fees in connection with its execution of this
Lease and agrees to indemnify and save Landlord harmless from any liability
that may arise from such claim, including reasonable attorneys' and paralegals'
fees (whether incurred in court, out of court, on appeal or in bankruptcy or
administrative proceedings). Notwithstanding the foregoing, Landlord hereby
acknowledges that Tenant is represented by Southeast Corporate Realty, Inc.
(Southeast). Landlord or Landlord's agent hereby agrees to pay Southeast a
commission in accordance with a separate agreement, which shall be executed by
the parties prior to Tenant's execution of this Lease.
36. LANDLORD'S DEFAULT. Landlord shall in no event be charged with
default in the performance of any of its obligations under this Lease unless
and until Landlord shall have failed to perform such obligations within thirty
(30) days (or within such additional time as is reasonably required to remedy
any such default). after written notice to Landlord by Tenant properly
specifying and detailing the particulars of wherein and whereby Tenant claims
Landlord has failed to perform such obligations. No default by Landlord under
this Lease shall give Tenant the right to terminate this Lease or withhold or
otherwise xxxxx Rent, Additional Rent or any sums payable by Landlord to Tenant
under this Lease. If the holder of the first mortgage covering the Premises
shall have given prior written notice to tenant that it is the holder of such
first mortgage and such notice includes the address at which notices to such
mortgagee are to be sent, then Tenant shall give such mortgagee notice
simultaneously with any notice given to Landlord to correct any default of
Landlord as hereinabove provided. Such mortgagee shall have the right within
thirty (30) days (or within such additional time as is reasonably required to
correct any such default) after receipt of such notice to correct or remedy
such default before Tenant may take any action under this Lease by reason of
such default. Any notice of default given by landlord by Tenant shall be null
and void unless simultaneous notice has been given by Tenant to said first
mortgagee.
Anything in this Lease to the contrary notwithstanding, covenants,
undertakings and agreements herein made on the part of the Landlord are made
personally or the assets of Landlord but are made and intended to bind only the
Landlord's interest in the Premises, as the same may, from time to time, be
encumbered and no personal ability shall at any time be asserted or enforceable
against Landlord to its stockholders, officers or partners or their respective
heirs, legal representative, successors and assigns on account of the Lease or
on account of any covenant, undertaking or agreement of Landlord in this Lease.
37. NOTICE. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered or given when (a) actually
received or (b) signed for or "refused" as indicated on the postal service
return receipt. Delivery may be by personal delivery or by United States mail,
postage prepaid, certified or registered mail, addressed to the parties hereto
at the respective addresses set out opposite their names below, or at such
other address as they may hereafter specify by written notice delivered in
accordance herewith:
LANDLORD:
AETNA LIFE INSURANCE COMPANY
c/o AETNA REALTY INVESTORS, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Equities Management Section.
With a copy to:
FLORIDA REAL ESTATE ADVISORS
000 Xxxxxxxxxxxxx Xxxxxxx
00
Xxxxx 000
Xxxxxxxx, XX 00000
TENANT
Before Occupancy: (as well as during occupancy)
OLSTEN STAFFING SERVICES, INC.
Attn: Law Department
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx, 00000
During Occupancy:
OLSTEN STAFFING SERVICES, INC.
000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX. 00000
38. INSURANCE. Tenant shall not conduct or permit to be conducted any
activity, or place any equipment, materials or other items in, on or about the
Premises or the Building, which will in any way increase the rate of fire or
liability or casualty insurance on the Building. Should Tenant fail to comply
with the foregoing covenant on its part to be performed, Tenant shall reimburse
Landlord for such increased amount upon written demand therefor from Landlord,
the same to be considered Additional Rent payable hereunder.
Tenant shall, at Tenant's sole expense, obtain and keep in force at all
times during the term of this Lease, comprehensive general liability insurance,
including property damage on an occurrence basis, with limits of not less than
One Million Dollars ($1,000.000.00) combined single limit, insuring Landlord
and Tenant against any liability arising out of the ownership, use, occupancy
or maintenance of the Premises and all areas appurtenant thereto. Fire legal
liability insurance in an amount of not less than $50,000.00 shall also be
obtained and kept in force during the term of this Lease at Tenant's expense.
The limit of said insurance shall not, however, limit the liability of Tenant
hereunder. Tenant may carry said insurance under a blanket policy, provided an
endorsement naming Landlord as an additional insured is attached thereto.
Tenant shall maintain insurance upon Tenant's trade fixtures, merchandise
and personal property in the Premises in an amount not less than one hundred
percent (100%) of their full replacement cost, which insurance shall provide
protection against perils included within the standard Florida form of fire and
extended coverage insurance policy, together with insurance against sprinkler
damage, vandalism and malicious mischief. Tenant shall maintain insurance
against such other perils and in such amounts as Landlord may in writing from
time to time requite.
All insurance policies required to be obtained and maintained under this
Lease shall be with a company or companies licensed to issue the relevant
insurance, licensed to do business in the State of Florida, and reasonably
acceptable to Landlord. Such insurance company or companies shall each have a
policyholder's rating of no less than "A" in the most recent edition of BEST
INSURANCE REPORTS. No policy shall be cancelable or subject to reduction of
coverage except after thirty (30) days prior written notice to Landlord.
Landlord shall receive written evidence of insurance upon request. All
policies of insurance maintained by Tenant shall be in a form and, shall have a
substance, acceptable to Landlord with satisfactory evidence that all premiums
have been paid. Tenant agrees not to violate knowingly or permit to be violated
any of the conditions or provisions of the surface policies required to be
furnished hereunder, and agrees to promptly notify Landlord of any fire or
other casualty. If Tenant fails to procure and maintain insurance as required
hereunder, Landlord may do so, and Tenant shall, on written demand, as
Additional Rent, reimburse Landlord for all monies expended by Landlord to
procure and maintain such insurance.
Tenant hereby waives and releases Landlord of and from any and all
liabilities, claims and losses for which Landlord is or may be held liable to
the extent Tenant receives insurance proceeds on account thereof.
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Upon Landlord's written request for same, Tenant will provide Landlord
with written evidence of tenant's compliance with its obligations under this
Item 38.
39. RECORDING. This Lease shall not be recorded without Landlord's prior
written consent.
40. STATUTORILY MANDATED NOTIFICATION. As required by F.S. 404.056(8),
Landlord notifies Tenant as follows: "RADON GAS: 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."
41. NONDISCLOSURE. Tenant agrees that it will not divulge or disclose to
third parties the terms, provisions and conditions of this Lease. Tenant's
breach of this Item 41 shall constitute a default under Item 20 of this Lease,
no curative notice to Tenant from Landlord being required.
42. HAZARDOUS MATERIALS. Tenant shall not cause or permit any Hazardous
Material (as hereinafter define) to be brought upon, kept or used in or about
the Premises or the Building by Tenant, its agents, principal, employees,
assigns, sublessees, contractors, consultants or invitees without the prior
written consent of Landlord, which consent may not be unreasonably withheld.
If Tenant breaches the obligations stated in the preceding sentence, or if the
presence of Hazardous Material on the Premises or around the Building caused or
permitted by Tenant (or the aforesaid others) results in (a) any contamination
of the Premises, the Building, the surrounding area(s), the soil or surface or
ground water or (b) loss or damage to person(s) or property, or if
contamination of the Premises or the Building or the surrounding area(s) by
Hazardous Material otherwise occurs for which Tenant is legally, actually or
factually liable or responsible to Landlord (or any party claiming by, through
or under Landlord) for damages, losses, costs or expenses resulting therefrom,
the Tenant shall fully and completely indemnify, defend and hold harmless
Landlord (or any party claiming by, through or under Landlord) from any and all
claims, judgments, damages, penalties, fines, costs liabilities or losses
(including, without limitation: (I) diminution in the value of the Premises
and/or the Building and/or the land on which the Building is located and/or any
adjoining area(s) which Landlord owns or in which it holds a property interest;
(ii) damages for the loss or restriction on use of rentable or usable space of
any amenity of the Premises, the Building or the land on which the Building is
located; (iii) damages arising from any adverse impact on marketing of space;
and (iv) any sums paid in settlement of claims, reasonable attorneys' and
paralegals' fees, (whether incurred in court, out of court, on appeal or in
bankruptcy or administrative proceedings) (consultants fees and expert fees))
which arise during or after the term of this Lease, as may be extended, as a
consequence of such contamination. This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection with any
investigation or site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the Premises or the Building.
Without limiting the foregoing, if the present of any Hazardous Material
on, under or about the Premises, the Building or the surrounding area(s) caused
or permitted by Tenant (or the aforesaid others) results in (a) any
contamination of the Premises, the Building, the surrounding area(s), the soil
or surface or ground water or (b) loss or damage to person(s) or property, then
Tenant shall immediately notify Landlord of any contamination, claim of
contamination, loss or damage and, after consultation and approval by Landlord,
take all actions at Tenant's sole expense as are necessary or appropriate to
return the Premises, the Building, the surrounding area(s) and the soil or
surface or ground water to the condition existing prior to the introduction of
any such Hazardous Material thereto, such that the contaminated areas are
brought into full compliance with all applicable statutory regulations and
standards. The foregoing obligations and responsibilities of Tenant shall
survive the expiration or earlier termination of this Lease.
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As used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection
Agency as hazardous substances (40 CFR Part 302) amendments thereto, or such
substances, materials and wastes that are or become regulated under any
applicable local, state or federal law. "Hazardous Material" includes any and
all material or substances which are defined as "hazardous waste", "extremely
hazardous waste" or a "hazardous substance" pursuant to local, state or federal
governmental law. "Hazardous substance" includes, but is not restricted to,
asbestos, polychorobiphonyis ("PCB's"), petroleum, any and all material or
substances which are classified as "biohazardous" or "biological waste" (as
such terms are defined by Florida Administrative Code ("F.A.C.") Chapter 17712,
as amended from time to time), and extremely "hazardous waste" or "hazardous
substance" pursuant to federal, state or local government law.
Landlord and its agents shall have the right, but not the duty, to inspect
the Premises at any time to determine whether Tenant is complying with the
terms of this Lease. If Tenant is not in compliance with this Lease, Landlord
shall have the right to immediately enter upon the Premises to remedy any
contamination caused by Tenant's failure to comply, notwithstanding any other
provision of this Lease. Landlord shall use its best efforts to minimize
interference with Tenant's business, but shall not be liable for any
interference caused thereby. SEE EXHIBIT B FOR ADDITIONAL LANGUAGE.
Any noncompliance by Tenant with its duties, responsibilities and
obligations under this Item 42 shall be an "automatic" (notice of any nature
from Landlord to Tenant being required) default of this Lease (see Item 20).
43. AMENDMENTS. This Lease contains the entire agreement between the
parties hereto and may not be altered, changed or amended, except by written
instrument signed by both parties hereto. No provisions of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing signed
by Landlord and addressed to Tenant, nor shall any custom of practice which may
grow up between the parties in the administration of the provisions hereof be
construed to waive or lessen the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms hereof. The terms,
provisions, covenants, and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon their
respective successors in interest and legal representative, except as otherwise
herein expressly provided.
44. FINANCIAL STATEMENTS. Within five (5) days after Landlord's request,
Tenant shall deliver to Landlord the current financial statements of Tenant,
and financial statement of the two (2) years prior to the current financial
statements year, with an opinion of a certified public accountant, including a
balance sheet and profit and loss statement for the most recent prior year, all
prepared in accordance with generally accepted accounting principles
consistently applied.
The parties acknowledge that they have read this Lease (to include its
Exhibits and attachments) in its entirety, that they are familiar with all of
the terms, covenants, provisions and conditions set forth therein and that
there are no other representations, undertakings, warranties or agreements
concerning this Lease which do not appear in writing therein. The parties
further acknowledge that the terms and provisions contained within this Lease
have been fully, freely and fairly negotiated by and between them.
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IN WITNESS WHEREOF, the undersigned authorities have hereunto executed
this Lease, effective on the day and year first above written.
Signed, sealed and delivered
in the presence of: TENANT:
OLSTEN STAFFING SERVICES, INC.
/s/ Xxxxxx Xxxx BY: /s/ Xxxxxx X. Xxxxxxxxx, Xx
--------------------------- --------------------------------
Print Name: Xxxxxx Xxxx Print Name: Xxxxxx X. Xxxxxxxxx, Xx.
Its: Vice President
/s/ Xxxxxx Xxxxxxx
---------------------------
Print Name: Xxxxxx Xxxxxxx
LANDLORD
AETNA LIFE INSURANCE COMPANY
/s/ Xxxxxxxx Xxxxxxxx BY: /s/
------------------------------- ---------------------------------
Print Name: Xxxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx
------------------------------
Print Name: Xxxxxx Xxxxxxxxxx
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EXHIBIT A
[FLOOR PLAN]
29
EXHIBIT B
THIS EXHIBIT is hereby attached to and made a part of this Lease between
Landlord and Tenant. Notwithstanding anything else set forth in the
Lease, Landlord and Tenant hereby agree as follows:
1. RENT SCHEDULE
Landlord and Tenant agree to the following rent schedule for the term of
the Lease:
January 1, 1996 - December 31, 1996 $16.00/sf $2,536.00/month
January 1, 1997 - December 31, 1997 $16.50/sf $2,615.25/month
January 1, 1998 - December 31, 1998 $17.00/sf $2,694.50/month
January 1, 1999 - December 31, 1999 $17.50/sf $2,773.75/month
January 1, 2000 - December 31, 2000 $18.00/sf $2,853.00/month
The above numbers do not include sales tax which Tenant will be
responsible for paying.
2. INDEMNITY
Notwithstanding the foregoing provided in Section 15 of the Lease
Agreements, Tenant shall not be liable for, and Landlord will indemnify,
and save Tenant harmless of and from all suits, damages, claims, demands
and losses and actions (including reasonable attorneys' fees and
paralegal's fees, whether incurred in court, out of court, on appeal, or
in bankruptcy administrative proceedings), for any injury to person on or
about the Premises caused by the gross negligence or willful misconduct of
Landlord or its employees.
3. HAZARDOUS MATERIALS
Notwithstanding the foregoing provided in Section 42 of the Lease
Agreement, and Landlord acknowledges, and hereby consents to, Tenant's
temporary storage of medical or quasi-medical waste in a dedicated closet
within the Premises, in accordance with all applicable Federal and State
laws and standards. Further, Tenant shall instruct its employees,
independent contractors and building janitorial staff, in the handling,
storage, and disposal of such medical or quasi-medical waste. It is
further understood that Tenant shall be solely responsible for all costs
associated with property disposal of all medical or quasi-medical waste.
4. TENANT IMPROVEMENTS
On or before November 1, 1995, Tenant shall submit to Landlord, for
Landlord's approval, plans and specifications for the interior
improvements to the Premises (the "Plans and Specifications"). If
disapproved by Landlord, Tenant will review the Plans and Specifications
in order to incorporate Landlord's comments. On
30
approval of the Plans and Specifications by Landlord, the Plans and
Specifications shall be attached to and shall become a part of this
Lease. Landlord shall complete the improvements described in the Plans
and Specifications ("Improvements") for a total cost not to exceed $12.50
per rentable square foot of the Premises ("Improvements Allowance"). In
the event that the cost of the Improvements exceeds $12.50 per rentable
square foot of the Premises, all such excess costs shall be paid by Tenant
to Landlord upon demand for payment from Landlord. If the cost of the
Improvements is less than $12.50 per rentable square feet of the Premises,
such difference shall be credited against Rent due and owing to Landlord
under this Lease; provided, however, that the total Rent credit shall not
exceed the sum equal to the number of rentable square feet of the Premises
multiplied by $3.00.
Upon substantial completion of the Improvements, Landlord shall notify
Tenant and Landlord and Tenant shall conduct a joint inspection of the
Premises during which they will develop a mutually agreeable punchlist of
items to be completed by Landlord. Tenant's occupancy of the Premises
shall be deemed to constitute acceptance of the Premises and
acknowledgment by Tenant that Landlord has fully complied with its
obligations hereunder to construct and deliver the Premises to Tenant,
except for punchlist items, which shall be completed by Landlord within a
reasonable time thereafter. Landlord shall have the right to enter the
Premises to complete or repair any such punchlist items and entry by
Landlord, its agents, servants, employees or contractors for such purpose
shall not constitute a constructive eviction in whole or in part, entitle
Tenant to any abatement of Rent, relieve Tenant of any of its obligations
under this Lease or impose any liability upon Landlord or its agents,
servants, employees or contractors. Except for the Improvements, Tenant
accepts the Premises in its "AS IS" condition and agrees and acknowledges
that Landlord is not obligated to make any alterations or improvements to
the Premises except for the Improvements.
5. CANCELLATION OPTION
Provided Tenant duly, fully, and timely complies with all of its duties
and obligations under this Lease, Tenant may cancel this Lease upon the
third anniversary date of the Commencement Date of this Amendment
("Cancellation Date"). Tenant must notify Landlord in writing ninety (90)
days prior to the Cancellation Date of Tenant's intent to cancel the then
remaining Term of this Lease and simultaneously with such notice Tenant
shall pay to Landlord in a lump sum an amount of $15,210.52, together with
any sales, use or excise tax due thereon. The failure of Tenant to
deliver the above cancellation fee simultaneously with such notice shall
render any notice of cancellation invalid and of no force and effect and
Tenant shall have no further right to terminate this Lease as provided in
this paragraph.
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7. OPTION TO EXTEND
Provided Tenant is in possession of the Premises and is not in default of
any term, covenant or condition of this Lease, Tenant shall have one (1)
option to renew the Term of this Lease for five (5) years to commence
immediately upon the expiration of the initial Term or renewal term, upon
the same terms, covenants and conditions as contained in this Lease,
except that (i) the annual base Rent during said Renewal Term shall be the
then prevailing market rate, plus all sales, use, excise and other taxes
now or hereinafter enforced by any lawful authority on all amounts due.
In order to exercise the option granted herein, Tenant shall notify
Landlord, in writing, not less than ninety (90) days prior to the
expiration of the initial Term, that it is considering exercising its
option to renew the Term. On receipt of such notice, Landlord will, in
writing, not later than thirty (30) days after receipt of the notice from
Tenant, quote to Tenant what the new annual base Rent will be for the
ensuing Renewal Term. Tenant shall then notify Landlord, in writing, not
later than fifteen (15) days after notice received of such annual base
rents, as to whether or not it will exercise the option herein granted,
and, if no such notice of exercise is received, the option shall be deemed
waived. In the event Tenant exercises the option, Landlord and Tenant
shall execute a modification to this Lease acknowledging such renewal and
setting forth the new annual base Rent.
The option shall be void if, at the time of exercise of such option,
Tenant is not in possession of the Premises or is in default under this
Lease or if Tenant fails to deliver the requisite notice thereof within
the time period specified above. The option granted herein shall not be
severed from this Lease, separately sold, assigned or transferred.
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BUILDING RULES AND REGULATIONS
The following Building Rules and Regulations have been adopted by Landlord
for the care, protection and benefit of the Premises and the Building and for
the general comfort and welfare of all tenants.
1. The sidewalks, entrances, passages, halls, elevators and stairways
shall not be obstructed by Tenant or used by Tenant for any purpose other than
for ingress and egress to and from the Building and Tenant's Premises.
2. Restroom facilities, water fountains, and other water apparatus shall
not be used for any purpose other than those for which they were constructed.
3. Landlord reserves the right to designate the time when freight,
furniture, goods, merchandise and other articles may be brought into, moved or
taken from Tenant's Premises or the Building.
4. Tenant shall not put additional locks or latches upon any door
without the prior written discretionary consent of Landlord. Any and all locks
so added on any door shall remain for the benefit of Landlord, and the keys to
such locks shall be delivered to Landlord by and from Tenant.
5. Landlord shall not be liable for injuries, damage, theft, or other
loss, to persons or property that may occur upon, or near any parking areas
that may be provided by Landlord. Tenant, its agents, employees, and invitees
are to use same at their own risk, Landlord to provide no security with respect
thereto. The driveways, entrances, and exits upon, into and from such parking
areas shall not be obstructed by Tenant, Tenant's employees, agents, guests, or
invitees. Tenant, its employees, agents, guests and/or invitees shall not park
in space(s) that are identified as reserved for others.
6. Tenant shall not install in the Premises any heavy equipment or
fixtures or permit any concentration of excessive weight in any portion thereof
without first having obtained Landlord's written consent.
7. Landlord reserves the right at all times to exclude newsboys,
loiterers, vendors, solicitors, and peddlers from the Building and to require
registration or satisfactory identification or credentials from all persons
seeking access to any part of the Building outside ordinary business hours.
Landlord will exercise its best judgment in the execution of such control but
will not be liable for the granting or refusal of such access.
8. Landlord reserves the right at all times to exclude the general
public from the Building upon such days and at such hours as in Landlord's sole
judgment will be in the best interest of the Building and its tenants.
9. No wires of any kind or type (including but not limited to T.V. and
radio antennas) shall be attached to the outside of the building and no wires
shall be run or installed in any part of the Building without Landlord's prior
written consent.
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10. If the Premises are furnished with carpeting, Tenant shall provide a
plexiglass or comparable carpet protection mat for each desk chair customarily
used by Tenant. For default or carelessness in these respects, Tenant shall
pay Landlord the cost of repairing or replacing said carpet, in whole or in
part, as Additional Rent when, in Landlord's sole judgment, shall repair or
replacement is necessary.
11. Landlord shall furnish a reasonable number of door keys to Tenant's
premises and/or the Building which shall be surrendered on termination or
expiration of the Lease. Landlord reserves the right to require a deposit for
such keys to insure their return at the termination or expiration of the Lease.
Tenant shall get keys only from Landlord and shall not obtain duplicate keys
from an outside source. Further, Tenant shall not alter the locks or effect
any substitution of such locks as are presently being used by Tenant's Premises
or the Building.
12. Tenant shall keep all doors to Premises closed at all times except
for ingress and egress to the Premises.
13. All installations in the Common Telephone/Electrical Equipment Rooms
shall be limited to terminal boards and connections. All other electrical
equipment must be installed within Tenant's Premises.
14. It is expressly understood and agreed that any items of any nature
whatsoever placed in Common Areas (i.e., hallways, restrooms, elevators,
parking garage, storage areas and equipment rooms) are placed at Tenant's sole
risk and Landlord assumes no responsibility whatsoever for any loss or damage
as regards same.
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EXHIBIT "F"
Hold Harmless Agreement for Heathrow I.
This HOLD HARMLESS AGREEMENT made as of the ___ day of ____________________,
19__, by and between Florida Real Estate Advisors, Inc. (hereinafter called
"FREA") and Olsten Staffing Services, Inc. (hereinafter called "Tenant") and
____________ (hereinafter called "Guarantor").
WITNESSETH:
WHEREAS, FREA is the property manager and leasing agent for Heathrow I
(hereinafter called "Property") pursuant to a Management and Leasing Agreement
(hereinafter called "Management Agreement") dated June 10, 1991 by and between
FREA and Aetna Life Insurance Company (hereinafter called "Owner" or
"Landlord"); and
WHEREAS, Landlord and Tenant have executed or are about to execute a lease
agreement (hereinafter called "Lease"), whereby Tenant will lease space in the
Property from Landlord; and
WHEREAS, Guarantor has executed or is about to execute a Lease Guaranty to be
attached to said Lease.
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants herein contained, FREA, Tenant and Guarantor hereby agree as follows:
1. Tenant and Guarantor acknowledge (a) that FREA is an agent for Owner
acting solely within the scope of and pursuant to the terms of the Management
Agreement; and (b) that FREA is not affiliated with the Owner nor does FREA
have any ownership rights with respect to the Property.
2. FREA, Tenant and Guarantor acknowledge that no representations by FREA,
understandings or agreements have been made or relied upon in the making of the
Lease other than those set forth in the Lease, and the Lease contains all
representations, understandings and agreements made with Tenant by FREA on
behalf of Owner. No course of prior dealings between Tenant and FREA or their
officers, employees, agents or affiliates shall be relevant or admissible to
supplement, explain or vary any of the terms of the Lease.
3. Tenant and Guarantor agree to look solely to Landlord for the satisfaction
of any judgment obtained by Tenant or Guarantor against Landlord or the
Property and shall hold and save FREA free and harmless from all expenses,
claims, liabilities, losses, judgments or damages, including reasonable
attorneys' fees, arising therefrom or directly or indirectly related thereto.
4. Tenant acknowledges that Owner is not a signatory to this agreement, but
agrees that Owner can rely on the provisions of Section 2 hereinabove.
IN WITNESS WHEREOF, this Agreement has been executed as of the first day and
year first above written.
FREA
Florida Real Estate Advisors, Inc.
35
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx, Managing Partner
TENANT
Olsten Staffing Services, Inc.
By: /s/
---------------------------------
Vice President
GUARANTOR:
_____________________________
36
