EXHIBIT 10.11
SUBSUBLEASE
This subsublease is made as of the 4th day of December, 1998, by and
between TIGER DIRECT, INC., a Delaware corporation, whose address is 0000 Xxxx
Xxxxxxx, 0xx xxxxx, Xxxxx, Xxxxxxx (the "Subsublessor") and Omega Research,
Inc., whose address is 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx (the
"Subsublessee").
WITNESSETH:
WHEREAS, pursuant to a Sublease dated January 31, 1996 and Amendment To
Sublease dated December 15, 1997, a copy of which is attached hereto as Exhibit
A (the "Prime Sublease"), Coastal Fuels Marketing, Inc., a Florida Corporation
("Sublessor") subleased to Subsublessee certain premises (the "Prime Sublease
Premises") situated in the 8700 West Flagler Building (the "Office Building")
located at 0000 Xxxx Xxxxxxx, Xxxxx, Xxxxxxx; and
WHEREAS, Subsublessor desires to subsublet to Subsublessee and
Subsublessee desires to subsublease from Subsublessor a portion of the Prime
Sublease Premises demised to Subsublessor in and by the Prime Sublease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used herein shall have the meanings
assigned thereto in the Prime Sublease unless otherwise defined herein or unless
the context otherwise requires.
2. SUBSUBLEASED PREMISES
(a) Subsublessor hereby subsubleases to Subsublessee and Subsublessee
hereby hires and takes from Subsublessor that portion of the Prime Sublease
Premises containing approximately Two Thousand Two Hundred (2,200) rentable
square feet on the Third (3rd) Floor of the Office Building ("Third Floor") and
the entire Fourth (4th) Floor of the Office Building containing approximately
Thirty-two Thousand Three Hundred Eight (32,308) rentable square feet ("Fourth
Floor"), as described on Exhibit B-1 and B-2 attached hereto (the "Subsubleased
Premises").
(b) Subsublessee shall accept the Subsubleased Premises in their
"AS-IS" condition. Such "AS-IS" condition shall not include, unless purchased by
Subsublessee under a separate agreement, the UPS Battery system (located on the
Fourth Floor and owned by TigerDirect) and wooden and glass bookshelves in the
executive area of the Subsubleased Premises. Subsublessor shall remove these
items prior to occupancy of Subsublessee.
3. TERM
(a) The term of this Subsublease for the Third Floor shall commence on
December 7, 1998 (the "Initial Term Commencement Date"), and subject to the
terms and conditions hereof, terminate thirty (30) days following the Term
Commencement Date.
(b) The term of this Subsublease for the Fourth Floor shall commence on
July 1, 1999 or, if Subsublessor is unable to move to its new premises by that
date, August 1, 1999 (the "Term Commencement Date"), and, subject to the terms
and conditions hereof, terminate on April 30, 2000.
(c) Subsublessor and Subsublessee understand and acknowledge that the
Term Commencement Date above is subject to delivery of Subsublessor's new
premises located at 0000 Xxxx Xxxxxxx Xxxxxx and Subsublessor and Subsublessee
agree that Subsublessor shall in no event have any liability whatsoever to
Subsublessee for any delay of the Term Commencement Date. In the event
Subsublessor cannot deliver the Fourth Floor by August 1, 1999, then, as and for
Subsublessee's sole and exclusive remedy, Subsublessee shall be granted a Rent
credit in the amount of twice the amount of Rent (computed on a daily prorated
basis) otherwise due for each day thereafter until
Page 1 of 7
Subsublessor tenders possession in accordance with the terms and conditions of
the Subsublease and Subsublessor shall continue to fulfill its rent and all
other obligations under the Prime Sublease until delivery of the Fourth Floor to
Subsublessee.
4. RENT.
(a) The rental rate for the portion of the Third Floor of the
Subsubleased Premises shall be One thousand Seven Hundred Forty One and 67/100
Dollars ($1,741.67) per month (Nine and 50/100 Dollars ($9.50) per rentable
square foot per year), plus applicable sales tax. Subsublessee shall pay rent to
Subsublessor in advance, without demand, set off or deduction, on the Initial
Term Commencement Date and thereafter on the first day of each and every
calendar month during the term hereof, at such place as Subsublessor may from
time to time in writing designate. If applicable, rent for any period of
occupancy during the term which is less than one (1) month shall be a pro rata
portion of the monthly installment.
(b) The rental rate for the entire Fourth Floor of the Subsubleased
Premises shall be Twenty-five Thousand Five Hundred Seventy-seven and 17/100
Dollars ($25,577.17) per month (Nine and 50/100 Dollars ($9.50) per rentable
square foot per year), plus applicable sales tax. Subsublessee shall pay rent to
Subsublessor in advance, without demand, set off or deduction, on the Term
Commencement Date and thereafter on the first day of each and every calendar
month during the term hereof, at such place as Subsublessor may from time to
time in writing designate. If applicable, rent for any period of occupancy
during the term which is less than one (1) month shall be a pro rata portion of
the monthly installment.
(c) PLACE FOR PAYMENT. Unless directed otherwise by Subsublessor, rent
shall be sent by United States mail, postage prepaid, to Subsublessor at the
following address:
Attn: Xxxxxxx Xxxxxxxxxx
Tiger Direct, Inc.
0000 Xxxxxxx Xx.
Xxxxxx Xxxxx
Xxxxx, XX 00000
or may be paid directly to Sublessor as acknowledged in the attached
consent of Sublessor.
(d) INTEREST. If any sum due hereunder is not received by Subsublessor
within five (5) days of its due date and written notice of nonpayment,
Subsublessee shall pay Subsublessor interest on any such outstanding amount at
the lesser of the rate of fifteen percent (15%) per annum or the highest rate
permitted by applicable law, from the date on which such amount is due until
such amount is received by Subsublessor.
(e) Subsublessor will arrange for the furnishing of electricity to the
Subsubleased Premises, at no additional charge to Subsublessee, twenty-four
hours per day, seven days per week, save and except that if Subsublessee shall
request chilled water or cooling energy to the Subsubleased Premises during
hours when air conditioning is not other wise furnished by the Overlandlord
under the Xxxxxxxxx (as such terms are hereinafter defined in the Consent of
Overlandlord attached hereto), Subsublessee shall be responsible for the payment
to Over landlord of Overlandlord's customary charges therefor, as the same may
be in effect from time to time. At all times however, Subsublessee may elect, at
its sole option, to obtain directly from the applicable utilities company, after
hours air conditioning (by utilizing the separately metered after hours air
conditioning units unless contained in and servicing the Subsubleased Premises).
In such event, all electricity charges applicable to Subsublessee's use of the
separately metered after-hours air conditioning units shall be paid by
Subsublessee directly to the applicable utilities company.
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5. PROVISIONS OF PRIME SUBLEASE.
(a) The provisions of the Prime Sublease are incorporated herein and
made a part of this Subsublease by reference with the same force and effect as
though set forth herein in full. With the exception of the modifications set
forth in this Subsublease, this Subsublease is subject and subordinate to the
terms, covenants and provisions of the Prime Sublease. Subsublessee covenants
that it will (i) at its own cost and expense, promptly perform and observe the
duties and obligations of Subsublessor under the Prime Sublease with respect to
the Subsubleased Premises as fully as if it were the Subsublessor, (ii) comply
with all restrictions and requirements of the Prime Sublease applicable to
Subsublessor thereunder, and (iii) will not do, cause or omit to do any act or
thing whereby an event of default shall occur under the Prime Sublease, or which
would, after notice or lapse of time, constitute an event of default under the
Prime Sublease.
(b) Notwithstanding any other provision hereof, the termination or
expiration of the Prime Sublease for any reason shall automatically result in
the termination of this Subsublease one day prior to such expiration or
termination of the Prime Sublease, and all obligations of Subsublessor and
Subsublessee hereunder shall cease as of the day preceding such expiration or
termination of the Prime Sublease. Subsublessor shall in no event be liable to
Subsublessee for any loss or damage occasioned by, or resulting from, the
expiration or termination of the Prime Sublease or this Subsublease.
6. USE AND OCCUPANCY. The Subsubleased Premises shall be used and
occupied for general office use for software company performing all functions
necessary to the development, marketing, sale, support and distribution of
computer software programs and for no other purpose other than general office
use, unless the prior written consent of Sublessor and 8700 Flagler, LTD.
("Overlandlord) is obtained. Sublessor, Overlandlord and Subsublessor make no
warrants or representations, express or implied, that Subsublessee's use is in
conformity with applicable laws, ordinances, rules and regulations.
7. INSURANCE AND INDEMNIFICATION OF SUBSUBLESSOR.
(a) Subsublessee will indemnify and save harmless Subsublessor and
Sublessor from and against any and all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable attorneys'
fees, which may be imposed upon or incurred by or asserted against Subsublessor
or Sublessor by reason of any act or omission of the Subsublessee occurring
during the term of this Subsublease, except to the extent caused by
Subsublessor's or Sublessor's negligence. Subsublessee shall maintain with
respect to the Subsubleased Premises all insurance required of the Subsublessor
to be maintained with respect to the Prime Sublease Premises under the Prime
Sublease.
(b) Subsublessor hereby indemnifies and holds harmless Subsublessee and
its officers, employees, shareholders, directors, agents, and each of their
respective successors and assigns, from and against any and all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including
reasonable attorneys' fees and disbursements, which may be imposed upon or
incurred by or against any of them by reason of any act or omission of the
Subsublessor or its officers, employees, shareholders, directors, agents or
invitees, and each of their respective successors and assigns, occurring at any
time prior to or during the term of this Subsublease, except to the extent
caused by Subsublessee's negligence.
8. NO WARRANTIES. Except as otherwise expressly provided herein,
Subsublessor does not make any representations or warranties of Sublessor under
the Prime Sublease and does not undertake to perform or observe any of the
terms, covenants and conditions on the part of Sublessor to be performed or
observed, but Subsublessor agrees to use its best efforts to cause Sublessor
under the Prime Sublease to perform or observe such terms, covenants and
conditions; provided, however, Subsublessor shall not be obligated to institute
any judicial action or proceeding against Sublessor or enforce performance or
observance by Sublessor of such terms, covenants and conditions.
Page 3 of 7
9. SUBSUBLESSOR'S PERFORMANCE.
(a) The performance by Subsublessor of its obligations under the Prime
Sublease shall, for all purposes of this Subsublease, be deemed to be the
performance of such obligations by Subsublessor of the Prime Sublease
incorporated herein by reference, and Subsublessor's obligations herein shall be
limited to the extent to which such obligations are performed by Sublessor under
the Prime Sublease. Subsublessor warrants that to the best of Subsublessor's
knowledge neither Sublessor nor Subsublessor is in default under the Prime
Sublease and no condition exists which with the passage of time or the giving of
notice or both would constitute a default. Subsublessor warrants that the copy
of the Prime Sublease attached hereto as Exhibit "A" is a true and complete copy
of the Prime Sublease and Subsublessor has not assigned its interest in the
Prime Sublease. Subsublessor shall send to Subsublessee copies of any notices of
default sent by Sublessor to Subsublessor with respect to the Prime Sublease.
(b) Subsublessor hereby grants to Subsublessee the right to deal
directly with the Sublessor to seek performance of all Sublessor's obligations
under the Prime Sublease, insofar as such obligations relate to the Subsubleased
Premises. Subsublessor will cooperate with Subsublessee in attempting to obtain
such performance by Sublessor, which cooperation may include, in the case of a
material default by Sublessor that is not otherwise remedied, cooperating in any
legal action against Sublessor brought by Subsublessee. Subsublessor shall not
terminate the Prime Sublease or mutually agree with the Sublessor to rescind the
Prime Sublease, except as permitted under this Subsublease and except for any
action which is accomplished in a manner that Subsublessee's rights and
obligations to the Subsubleased Premises are not adversely affected.
Subsublessor shall not modify or amend any of the terms of the Prime Sublease if
such amendment or modification adversely affects any of Subsublessee's rights
hereunder or increases any of the Subsublessee's obligations hereunder. So long
as Subsublessee is not in default hereunder, Subsublessor shall not cause any
material default to occur under the Prime Sublease which if not cured would
adversely affect any of Subsublessee's rights hereunder or increase any of
Subsublessee's obligations hereunder.
10. TIME FOR REQUIRED ACTIONS. Whenever any provision of the Prime
Sublease which has been incorporated herein by reference requires Subsublessor
to take any action relating to the Subsubleased Premises within a certain period
of time after notice from Sublessor, then, upon notice from Subsublessor to
Subsublessee, Subsublessee shall take such action within said certain period of
time.
11. ASSIGNMENT OR SUBSUBLEASE. Subsublessee shall not assign this
Subsublease, or any part thereof, or further sublet all or any part of the
Subsubleased Premises.
12. SECURITY DEPOSIT. No security deposit shall be required.
13. CONFLICT OR INCONSISTENCY. In case of any conflict or inconsistency
between the provisions of the Prime Sublease and those of this Subsublease the
provisions hereof shall, as between the Subsublessor and Subsublessee, control.
14. PARKING.
(a) On the Initial Term Commencement Date until May 31, 1999
Subsublessee shall be entitled to use, no parking spaces at the Office Building
to which Subsublessor is presently entitled under the terms of the Prime
Sublease.
(b) On the Term Commencement Date until April 30, 2000, Subsublessee
shall be entitled to use, at no additional charge parking spaces at the Office
Building equal to one-half (1/2) of the number of parking spaces to which
Subsublessor is presently entitled under the terms of the Prime Sublease. Of
these spaces, eight (8) shall be reserved covered spaces to be designated by
Sublessor.
15. SIGNAGE. Upon occupancy of the Fourth Floor by Subsublessee,
Subsublessee will have the right
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to place no more than two (2) signs, displaying Subsublessee's name, on the
North and East external walls of the Office Building in those locations
currently displaying Subsublessor's signage. Such signs shall be substituted in
lieu of Subsublessor's currently-displayed signs. The size, design and content
of the signs shall be subject to Overlandlord's review and approval prior to
installation. All costs of design, installation and maintenance of the signs
shall be borne by Subsublessee, and Subsublessee shall be responsible for
obtaining such municipal permit, if any, as may be needed to permit the
installation of such signs. At the termination of this Subsublease, Subsublessee
shall, at Subsublessee's sole cost, remove such signs and Subsublessee shall be
responsible for all costs necessary to repair any damage to the exterior of the
Office Building arising as a result of the installation, maintenance or removal
of Subsublessee's signs.
16. ENTIRE AGREEMENT. This Subsublease contains the entire agreement
between the parties hereto. This Subsublease may be modified only by an
agreement in writing signed by the authorized representatives of Subsublessor
and Subsublessee. Subsublessor and Subsublessee hereby expressly declare that no
representations have been made other than those expressly set forth herein.
17. BROKERS. Each party hereto represents and warrants to the other
that it has dealt with no broker or agent in connection with the negotiations or
the consummation of this Subsublease or any arrangements with respect thereto,
except for Xxxxxx Xxxxxxx Weldenbaum Commercial Real Estate, operating on behalf
of Subsublessor. Each party hereto agrees to indemnify and hold harmless the
other against and from all liabilities and expenses (including, without
limitation, counsel fees and disbursements in defending against such
liabilities), which may accrue by reason of, on account of, or growing out of,
or resulting from a breach by such party of such warranty and representation.
Subsublessor hereby acknowledges and agrees that it is responsible for all
commissions due and owing to Xxxxxx Xxxxxxx Xxxxxxxxxx Commercial Real Estate
for this transaction.
18. SUBLESSOR AND OVERLANDLORD'S CONSENT. This Subsublease is subject
to approval by Sublessor and Overlandlord, and shall not become effective unless
and until such approval is received.
19. REPRESENTATION OF SUBSUBLESSOR: Subsublessor hereby represents and
warrants unto Subsublessee that the Prime Sublease is current and in good
standing and that Subsublessor shall continue to cause the Prime Sublease to
remain current and in good standing during the term of this Subsublease.
IN WITNESS WHEREOF, this Subsublease has been duly executed the day and
year first above written.
WITNESSES: OMEGA RESEARCH, INC., a Florida corporation
/s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxx
------------------------- -------------------------------------
Its: VP
/s/ Xxxxx Xxxxxxx
-------------------------
WITNESSES: TIGER DIRECT, INC., a Delaware corporation
/s/ Xxxxxx Fongyee By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------- -------------------------------------
Its: C.E.O.
/s/ [ILLEGIBLE]
-------------------------
Page 5 of 7
CONSENT OF SUBLANDLORD
The undersigned, Coastal Fuels Marketing, Inc., a Florida corporation
("Sublandlord"), as Sublandlord under the Prime Sublease (as such term is
defined in that certain Subsublease dated as of December __, 1998 (the
"Subsublease"), between Tiger Direct, Inc., a Delaware corporation as
subsublessor ("Subsublessor"), and Omega Research, Inc., a Florida Corporation,
as Subsublessee ("Subsublessee"), respecting the premises more particularly
described therein (the "Subsublease Premises"), hereby consent to, in all
respects, the Subsublease.
Sublandlord acknowledges and consents to Subsublessee's payment of the
rent due under the Subsublease directly to Sublandlord, and agrees to credit all
such payments made by Subsublessee of rent under the Subsublease made directly
to Sublandlord against the rental obligations due from Subsublessor to
Sublandlord under the Prime Sublease.
Sublandlord further agrees that, in the event a default shall occur by
Subsublessor under the Prime Sublease, Sublandlord will deliver a copy of any
notice of default to Subsublessee at the same time that such notice is delivered
to Subsublessor. Notice to Subsublessee shall be deemed given if hand-delivered
or mailed by certified mail (or reputable overnight courier service) to
Subsublessee's premises at the 0000 Xxxx Xxxxxxx Xxxxxxxx. Xxxxxxxxxxx further
agrees that provided Subsublessee shall not be in default (beyond any applicable
grace or curative period) in the performance of Subsublessee's obligations under
the Subsublease, Sublandlord shall take no action and shall in no way or manner
disturb the subsubtenancy of Subsublesee with respect to the Subsublease
Premises.
This Consent of Sublandlord is executed as of the 15th day of December,
1998.
COASTAL FUELS MARKETING, INC., a Florida
Corporation
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Vice President
Page 6 of 7
CONSENT OF OVERLANDLORD
The undersigned, Nationwide Theaters West Flagler, L.L.C.,
(Overlandlord) as successor in ownership to 8700 Flagler, Ltd, a Florida limited
partnership, by and through its managing agent, The Xxxxx Xxxxxx Commercial Real
Estate Services Company, hereby joins in and consents to, in all respects, the
foregoing Subsublease dated as of December 4, 1998 (the "Subsublease"), between
Tiger Direct, Inc., a Delaware corporation, as subsublessor and Omega Research,
Inc., a Florida corporation, as subsublessee ("Subsublessee"), respecting the
premises more particularly described therein (the "Subsublease Premises").
This Consent of Overlandlord is executed as of the 3 Day of February,
1999.
NATIONWIDE THEATERS WEST FLAGLER,
L.L.C.,
By: The Xxxxx Xxxxxx Commercial Real Estate
Services Company, as managing agent
By:/s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: President
Page 7 of 7
THE XXXXX XXXXXX COMPANY
MIAMI, FT. LAUDERDALE, WEST PALM BEACH, FT. XXXXX, TAMPA, JACKSONVILLE,
TALLAHASSEE, ORLANDO, ATLANTA
MODIFICATION OF LEASE AGREEMENT
THIS MODIFICATION OF LEASE AGREEMENT, made and entered into as of the 22nd day
of February, 1999, by and between Nationwide Theaters West Flagler, L.L.C., a
Delaware limited liability company, as successor in interest to 8700 West
Flagler, Ltd., a Florida limited partnership, whose address for purposes hereof
is 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, hereinafter called
"Landlord" and Omega Research, Inc., a Florida corporation, whose address for
purposes herein is 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000,
hereinafter called "Tenant".
WITNESSETH:
WHEREAS, Landlord has leased to Tenant approximately 17,289 square feet
of Net Rentable Area on the Second (2nd) Floor of The 8700 Flagler Building
under Lease Agreement dated August 8, 1996 (hereinafter referred to as the
"Lease Agreement") commencing December 1, 1996 and terminating May 31, 2002; and
WHEREAS, by Memorandum of Commencement Date dated February 4, 1997, the
parties changed and amended the commencement date to February 17, 1997 and
expiration date to August 16, 2002; and
WHEREAS, Tenant desires to expand the Leased Premises and Landlord is
willing to grant said expansion,
NOW, THEREFORE, Landlord and Tenant do hereby agree to modify the
foregoing Lease Agreement as follows:
1. All capitalized terms used herein shall have the same meaning as the
capitalized terms in the Lease Agreement. In the event of any conflict between
the terms of this Modification of Lease Agreement and the Lease Agreement then
the terms of this Modification shall control.
2. LEASED PREMISES: That commencing May 1, 2000, the Leased Premises shall be
modified and amended to hereby incorporate an additional 34,725 square feet of
Net Rentable area consisting of the entire Fourth (4th) Floor of the Building
(see Exhibit "A") (referred to hereinafter as "Expansion Space") for a total Net
Rentable Area of 52,014 square feet in the Building.
3. BASE RENTAL FOR EXPANSION SPACE: That commencing May 1, 2000, Tenant agrees
to pay Landlord the additional Base Rental of One Million Five Hundred Eighty
Thousand Two Hundred Twenty and 96/100 Dollars ($1,580,220.96) plus applicable
sales tax for the Expansion Space at the rates and amounts outlined below in
accordance with the terms and conditions of the Lease Agreement herewith:
--------------------------------------------------------------------------------
BASE RENTAL MONTHLY ANNUAL BASE
PERIOD TERM RATES INSTALLMENTS RENTAL
--------------------------------------------------------------------------------
Year 1 05/01/00-04/30/01 $19.50 $56,428.13 $677,137.56
(12 months)
--------------------------------------------------------------------------------
Year 2 05/01/01-04/30/02 $20.00 $57,875.00 $694,500.00
(12 months)
--------------------------------------------------------------------------------
Year 3 05/01/02-08/16/02 $20.50 $59,321.88 $208,583.40
(3.5 months)
--------------------------------------------------------------------------------
TOTAL BASE
RENTAL: $1,580,220.96
--------------------------------------------------------------------------------
The total Base Rental for the total Net Rentable Area including 17,289 square
feet of Net Rentable Area on the Second Floor and the Expansion Space of 34,725
square feet of Net Rentable Area on the Fourth Floor for the period May 1, 2000
through August 16, 2002 shall be Two Million One Hundred Fifty-One Thousand Four
Hundred Seventy Eight and 48/100 Dollars ($2,151,478.48) plus applicable sales
tax.
4. TENANT IMPROVEMENTS: Tenant shall complete improvements to the Expansion
Space in accordance with plans and specifications to be approved by both
Landlord and Tenant, Landlord's approval not to be unreasonably withheld or
delayed. Landlord shall provide an allowance of $173,625 which is calculated
based upon $5.00 per square foot of Net Rentable Area for improvements for
finishing the Expansion Space. Said allowance shall be payable fifty (50%)
percent on May 1, 2000, upon presentation of paid invoices and releases of liens
equal to or greater than 50% of said allowance or 50% of the total cost of the
work, whichever is less. The remaining fifty (50%) percent shall be paid upon
presentation of paid invoices and releases of liens equal to or greater than
100% of said allowance or 100% of the total cost of the work, whichever is less.
5. ADDITIONAL RENT: Effective May 1, 2000, for the purpose of calculating
Operating Expenses and Impositions, the provisions of Paragraph 4 of the Lease
Agreement the Base Year for the Expansion space shall be 2000; and the Tenants'
Proportionate Share for the Expansion Space shall be .2644. The provisions of
Paragraph 4 of the Lease Agreement shall remain the same for the original 17,289
square feet of Net Rentable Area on the Second Floor.
6. PARKING SPACES: Effective May 1, 2000, Landlord shall provide 128 parking
spaces to Tenant on a non-reserved basis for the Expansion space. Landlord shall
also provide an additional 12 covered parking spaces to Tenant on a reserved
basis for the Expansion Space as identified on Exhibit "B" attached hereto and
made a part hereof. If at any time during the Term, a tenant, occupying 25% of
the Building, other than State of Florida Department of Transportation Division
of Finance and Administration Bureau of Office of Toll Operations or OceanBank
of Miami, is permitted to xxxx its parking spaces reserved, not counting any
covered spaces which are permitted to be marked, and such tenant's total number
of reserved parking spaces is greater, as a percentage of such tenant's total
use of the parking facilities, than Omega Research's number of marked parking
spaces, then Omega Research shall be entitled to xxxx an equal number as a
percentage of Omega Research's total parking spaces under the Lease.
7. EXTERIOR SIGNAGE: Anything to the contrary notwithstanding in Paragraph 36 of
the Lease Agreement, effective July 1, 1999, Tenant shall be permitted at its
sole cost and expense to construct and erect exterior signage, up to two (2)
signs, for Tenant to be located near the top of the north and east sides of the
Building or a more centered location near the top of the Building. The design
and placement of Tenant's signage shall be subject to Landlord's written
approval not to be unreasonably withheld or delayed and subject to applicable
governmental statutes, ordinances and regulations. Tenant shall maintain and
fully insure, under a comprehensive, all risk policy, said signs and keep them
in good repair. Landlord shall have the right to relocate said signage at any
time during the Term at Landlord's expense if, and only if and at such time as
Tenant has, after giving effect to this Modification of Lease Agreement, fewer
than 34,725 square feet of Net Rentable Area and is not the Building's largest
Tenant in terms of Net Rentable Area leased.*
8. WAIVER OF DEFENSES & CLAIMS: Tenant does hereby confirm and ratify that, as
of the date hereof, the Lease Agreement is in good standing in full force and
effect, and that Tenant has no defenses, setoffs, counterclaims or cross claims
against Landlord.
9. APPLICATION OF LEASE AGREEMENT: All terms and conditions of the Lease
Agreement shall remain in full force and effect and shall be equally applicable
in all respects hereto, except as specifically and expressly modified or
provided herein.
IN WITNESS WHEREOF, the undersigned have executed this Modification of
Lease Agreement as of the date first above written.
LANDLORD: Nationwide Theaters West Flagler,
L.L.C., a Delaware limited liability
company
By: The Xxxxx Xxxxxx Commercial Real Estate
Services Company, as Managing Agent
/s/ Xxxxx X. Xxxxxxx By: /s/ XXXX X. XXXXX
----------------------- -------------------------------------------
Xxxx X. Xxxxx, President
/s/ [ILLEGIBLE] Attest: /s/ XXXX X. XxXXXX
------------------------ ----------------------------------------
TENANT: Omega Research, Inc., a Florida
corporation
WITNESSES:
/s/ Xxxxx Xxxxxxx By: /s/ XXXX X. XXXXX
----------------------- -------------------------------------------
Xxxx X. Xxxxx, Vice President & Secretary
/s/ Xxxxx Xxxxxxxxxx Attest:
------------------------ ----------------------------------------
* At the termination of the Lease, Tenant shall remove said signs and repair any
damage to the Building caused by their removal. This right to exterior
signage is not transferable to any successor, assignee or subtenant.
EXHIBIT "A"
THIS MODIFICATION OF LEASE AGREEMENT, made and entered into as of the 22nd day
of February, 1999, by and between, Nationwide Theaters West Flagler, L.L.C., a
Delaware limited liability company, as successor in interest to 8700 West
Flagler, Ltd., a Florida limited partnership, whose address for purposes hereof
is 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, hereinafter called
"Landlord" and Omega Research, Inc., a Florida corporation, covering Expansion
Space approximately 34,725 net rentable square feet consisting of the entire
Fourth Floor of the building known as The 8700 Flagler Building, located at 0000
X. Xxxxxxx Xxxxxx, Xxxxx, Xxxx Xxxxxx, Xxxxxxx 00000.
[FOURTH FLOOR PLAN]
EXHIBIT "B"
THIS MODIFICATION OF LEASE AGREEMENT, made and entered into as of the 22nd day
of February, 1999, by and between, Nationwide Theaters West Flagler, L.L.C., a
Delaware limited liability company, as successor in interest to 8700 West
Flagler, Ltd., a Florida limited partnership, whose address for purposes hereof
is 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, hereinafter called
"Landlord" and Omega Research, Inc., a Florida corporation, covering Expansion
Space approximately 34,725 net rentable square feet consisting of the entire
Fourth Floor of the building known as The 8700 Flagler Building, located at 0000
X. Xxxxxxx Xxxxxx, Xxxxx, Xxxx Xxxxxx, Xxxxxxx 00000.
[FOUR STORY OFFICE BUILDING
PHASE I]
