Exhibit 10.2
FLORIDA
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease") made this 27th day of October, l997,
by and between Integrated Health Services, Inc. ("Sublessor"), with its address
at 0000 Xxxxxxx Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000 and Royal
Mortgage Corp. ("Sublessee"), with its address at 0000 Xxxxxxxx Xxx, Xxxxx 000,
Xxxxxxxxx, Xxxxx 00000.
WHEREAS, Sublessor is the tenant of the property known as Pelican Bay
Financial Center, 0000 Xxxxxxx Xxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxx 00000
(the "Property"); and
WHEREAS, Sublessee desires to sublet that certain portion of the Property
consisting of 1800 +/- square feet of office space (the "Premises") upon the
terms and conditions set forth in the Lease dated May 1, 1995 (the "Lease") by
and between Sublessor and UCELLO IMMOBILEN GMBH, ("Landlord"), Successor in
interest to WCN Communities, Inc., a copy of which is attached hereto as Exhibit
A and fully incorporated herein.
NOW, THEREFORE, on this 27th day of October, l997, for good and valuable
consideration, including payments provided in this Sublease, and with the
Landlord's consent, as evidenced below, Sublessor hereby leases to Sublessee,
and Sublessee does hereby lease from the Sublessor, office space located at
Pelican Bay Financial Center, 0000 Xxxxxxx Xxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxxxx 00000, as illustrated on the Floor Plan which is attached hereto and
made a part hereof as Exhibit B.
Sublessee shall pay to Sublessor a total annual lease payment in the
initial amount of $ 44,064.00 plus sales tax, calculated at the rate of $16.75
base rent per square foot plus CAM of $7.73 per square foot, payable in advance,
in installments of $ 3,672.00 per month on the first day of each month, except
that the first installment of said rental shall be paid upon the execution of
this Lease. Rental for the first and last monthly installments shall be prorated
at the rate of one-thirtieth (1/30th) of the monthly rent for each day. Annual
rent adjustments shall be made pursuant to Paragraph 3.2 of the Lease. Such
payments shall be made to the Sublessor at 0000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx 00000, Xxx: Xxxxx Xxxxx, subject to the provisions of the Lease.
Sublessee shall also pay a late charge equal to five percent (5%) of the
required monthly payment for each payment that is not mailed within ten (10)
days after the due date for such rental.
The commencement date of this Sublease, and the date of Sublessee's
obligation to make monthly rental payments hereunder, shall be the date the
Landlord notifies Sublessor as Tenant under the Lease with copy to Sublessee (or
the date of which Tenant and/or Sublessee have actual notice) that Landlord's
construction obligations
for the subleased premises under the Lease have been substantially completed and
that the subleased premises are ready for occupancy and any applicable
certificate of occupancy has been issued, with or without entry by
Sublessor/Tenant and/or Sublessee.
The initial term of the Sublease shall be for a period of 3 years
commencing on the commencement date, as herein defined, with one (1) two-year
option to renew.
This Sublease is subject and subordinate in all respects to the terms and
provisions of the Lease. Without limiting the foregoing, Sublessee hereby
acknowledges and agrees that pursuant to the terms of the Lease, the Landlord is
entitled to certain rights, privileges, reservations and benefits thereunder and
the Sublessee hereby consents to and acknowledges the rights of the Landlord to
enjoy and exercise, as the case may be, all such rights, privileges,
reservations and benefits accorded to the Landlord under the Lease. Except as
otherwise expressly provided herein, Sublessee hereby covenants and agrees to
perform and observe all of the Tenant's obligations under the Lease, in every
respect, as if Sublessee hereunder were the Tenant under the Lease as and when
all such obligations shall be required to be observed and performed, throughout
the term of this Sublease. Sublessor shall not have any rights to any buildout
allowance for the premises, which rights shall exclusively be governed by the
provisions of the Lease and shall be the rights of Tenant under the Lease. By
its consent to the Sublease, Landlord agrees to provide any buildout allowance
to Tenant under the Lease for the area of the subleased premises as if said
premises were occupied by the Tenant only and not also the Sublessee. With the
exception of the tenant build out allowance set forth above, Sublessor agrees to
be bound as landlord pursuant to the term of the Lease to Sublesee only.
Sublessor and Sublessee each agree to indemnify and hold the Landlord
harmless from and against any claim by any real estate broker or agent claiming
a commission, or other form of compensation by virtue of having dealt with one
of the parties hereto.
Sublessee warrants and represents that it is a corporation in good
standing and has the requisite corporate power and authority to enter into this
Sublease agreement and that the persons executing this Sublease have been duly
authorized to do so, and that this Sublease is fully enforceable against
Sublessee in accordance with its terms.
Any notice or demand to be given or served on Sublessee shall be duly
given or served in accordance with article 35 of the Lease at Sublessee's
address set forth in the initial paragraph of the Sublease agreement or if
different, at Sublessee's address at the property as follows: Pelican Bay
Financial Center, 0000 Xxxxxxx Xxx Xxxxxxxxx, Xxxxxx xxxxx, Xxxxxx, Xxxxxxx
00000.
IN WITNESS WHEREOF, the parties hereto, by the properly authorized persons
and with their respective seals attached, have fully executed this Sublease the
day and year first above written.
ATTEST:
/s/ JWT By: /s/ [Illegible] (SEAL)
----------------- ---------------------- Sublessor
FOR ROYAL MORTGAGE CORPORATION
By: /s/ DE Wentsch (SEAL)
----------------- ---------------------- Sublessor
As Director and Agent
Agreed and consented to this 14th day of November, 1997 provided that and
conditioned upon the following:
1. This consent does not in any way modify the terms of the Lease and
Tenant's obligations thereunder or release Tenant therefrom or be
deemed to be Landlord's consent to any of the terms of the Sublease
agreement which may differ from the Lease terms.
2. Landlord does not hereby consent to any right of Sublessee to
pledge, encumber or assign the sublease or allow any transfer of the
Sublease or the subleased premises or allow any other person or
entity to occupy the subleased premises.
3. Any alteration, installations, improvements, additions or other
physical changes to the subleased premises by the Sublessee shall
require Landlord's written consent which it shall grant or withhold
in its sole discretion, provided that this restriction shall not
affect the initial buildout of the premises performed pursuant to
the Lease.
4. Tenant shall be liable to Landlord and expressly guarantee to
Landlord Sublessee's performance of all obligations under the Lease
and Sublease as they affect Landlord.
Xxxxxxx Immobilien GmbH, by its agent
G&K Investments Mgmt., Inc.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Xxxxxx Xxxxxx, President
STATE OF FLORIDA, COUNTY OF COLLEIR, to wit.:
I HEREBY CERTIFY, that on this 27th day of October, 1997, before me, a
Notary Public of the State and County aforesaid, personally appeared Xxxxx X.
Xxxxxxx, who acknowledged himself/herself to be the Director and Agent of Royal
Mortgage Corp. and as such agent, being authorized to do so, executed the
foregoing Sublease for the purposes therein contained by signing, in my
presence, the name of the Corporation by himself as such agent.
FOR ROYAL MORTGAGE CORPORTATION
/s/ DE Wentsch
AS WITNESS my hand and Notarial Seal.
My Commission Expires:
Notary Public
/s/ Xxxx X. Xxxxxx
[SEAL]
XXXX X. XXXXXX
MY COMMISSION # CC 464503
EXPIRES: August 4, 1999
Bonded Thru Notary Public Underwriters
STATE OF Florida, COUNTY OF Dade, to wit.:
I HEREBY CERTIFY, that on this 14th day of November, 1997, before me, a
Notary Public of the State and County aforesaid, personally appeared Xxxxxx
Xxxxxx, who acknowledged himself to be the President of G&K Investments Mgmt.
and as such officer, being authorized to do so, executed the foregoing Sublease
for the purposes therein contained by signing, in my presence, the name of the
Corporation by himself, as such officer.
AS WITNESS my hand and Notarial Seal.
/s/ Xxxxx Xxxxxxxxx Xxxxxxx
Notary Public
Xxxxx Xxxxxxxxx Xxxxxxx
My Commission 9/25/00 [SEAL] My Commission CC588472
Expires Sep. 25, 2000
|X| Personally known
or produced ID
EXHIBIT A
OFFICE LEASE AGREEMENT
TENANT AND LANDLORD ACKNOWLEDGE THEY HAVE READ ALL THE PROVISIONS CONTAINED IN
THE ENTIRE LEASE AND ALL ATTACHED EXHIBITS AND AGREE THAT THE LEASE REFLECTS THE
ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF THE PARTIES REGARDING THE
PREMISES, WHICH LANDLORD AND TENANT NEGOTIATED IN GOOD FAITH AND AT ARM'S
LENGTH. LANDLORD AND TENANT ALSO ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY
TO REVIEW THIS LEASE PRIOR TO ITS EXECUTION WITH LEGAL COUNSEL AND SUCH OTHER
ADVISORS AS LANDLORD AND TENANT DEEM APPROPRIATE.
This Lease Agreement is made and entered into this 1st day of May, 1995, by and
between WCN Communities, Inc., hereinafter referred to as "Landlord", and
Integrated Health Services, Inc., hereinafter referred to as "Tenant",
RECITALS: In consideration of the rents, covenants and agreements given and
exchanged herein, Landlord leases to Tenant, and Tenant leases and accepts from
Landlord, the office space described in Section 1.1, hereinafter referred to as
the "Premises".
All covenants, agreements, terms and conditions between Landlord and Tenant with
respect to the Premises are contained in this Lease and the following Exhibits
attached hereto.
Exhibit A - Floor plan of the Pelican Bay Financial Center office building
located at 0000 Xxxxxxx Xxx Xxxxxxxxx, Xxxxxx, Xxxxxxx
00000, referred to herein as the "Building".
Exhibit B - Building Standard Workletter for Tenant Improvements.
Exhibit C - Rules and Regulations.
Exhibit D - Acceptance of Space/Key Receipt Form
The foregoing Exhibits are hereby incorporated into this Lease by this
reference.
ARTICLE 1: PREMISES
1.1 The Premises are located on the 4th floor of the Building at 0000 Xxxxxxx
Xxx Xxxxxxxxx. The location of the Premises is outlined and crosshatched on
Exhibit "A".
1.2 As used in this Lease, the term Rentable Area means the sum of (i) the total
area within the Premises as measured from the interior surface of exterior
glass, or exterior walls and from the midpoint of demising walls or walls
separating the Premises from areas devoted to lobbies, corridors, hallways,
elevator foyers and shafts, restrooms, mail rooms, mechanical rooms and shafts,
janitor closets and other similar facilities used by tenants or for the benefit
of tenants on
a non-exclusive basis ("Interior Common Facilities"); (ii) plus a proportionate
share of the area of the Interior Common Facilities in the Building
(measurements calculated as in (i) above), based upon the ratio which the area
of the Premises (as calculated in (i) above) bears to the aggregate area of all
premises in the Building (calculated on the same basis). No deductions for
Rentable Area will be made for columns or projections. The Rentable Area in the
Premises has been calculated on the basis of the foregoing and is hereby
stipulated for all purposes of this Lease to be 6,217 square feet. If the
Rentable Area should be greater or less as a result of construction and
completion of the Premises or changes to Interior Common Facilities, the
stipulated Rentable Area set forth in this Section 1.2 shall be adjusted.
1.3 Landlord reserves the right to change the Building, the number of floors,
the arrangement and location of the Interior Common Facilities in the Building
and the shape, location, levels, arrangement and dimensions of the Common Areas,
including any space reservations in the Automobile Parking Area. Notwithstanding
the above, Landlord shall not modify or relocated the Premises in any respect
without the prior written approval of Tenant.
2.1 The term of this lease ("Lease Term") shall be for a period of ten (10 )
years, plus the remainder of any partial calendar month in which the term
commences.
2.2 Subject to any adjustments under Article V of Exhibit "B", the Lease Term
and Tenant's obligation to pay rent shall commence on that date upon which
Landlord notifies Tenant (or the date Tenant has actual notice) that Landlord's
construction obligations under this Lease have been substantially completed and
that the Premises are ready for occupancy and the certificate of occupancy has
been issued, with or without actual entry by Tenant ("Commencement Date").
2.3 Upon Tenant's taking possession of the Premises, both parties agree to
execute a written memorandum setting forth the Commencement Date, the date on
which this Lease expires ("Expiration Date") and the stipulated Rentable Area as
adjusted under Section 1.2.
ARTICLE 3: RENTAL
3.1 Tenant covenants and agrees to pay to Landlord, without deduction, setoff,
prior notice or demand, for the use and occupancy of the Premises a Minimum
Monthly Rent of Nine Thousand Three Hundred Twenty-Five Dollars and 50/100
($9,325.50) payable in advance on the first day of each and every calendar month
during the Lease Term. If the Minimum Monthly Rent
-2-
commences on a date other than the first day of a calendar month, the Minimum
Monthly Rent, for that month shall be prorated on a per diem basis and be paid
to Landlord within five (5) days after the Commencement Date. If the Rentable
Area is adjusted in accordance with Section 1.2 following completion of
construction, the Minimum Monthly Rent shall be adjusted to one-twelfth of the
product obtained by multiplying the actual square foot Rentable Area, as
adjusted, by Eighteen and 00/100 Dollars ($ 18.00).
3.2 Upon each anniversary of the Commencement Date, the Minimum Monthly Rent
shall be adjusted in accordance with the Consumer Price Index for All Urban
Consumers, U.S. City Average (1991 403.1) using the table entitled, "All Urban
Consumers", issued by the U.S. Department of Labor, Bureau of Labor Statistics,
commonly referred to as the Consumer Price Index ("C.P.I."). The first calendar
month shall be deemed the "Base Month". In no event shall the C.P.I. adjustment
to the Minimum Monthly Rent exceed 4% per year.
3.3 The Minimum Monthly Rent for each year of this Lease subsequent to the first
year of this Lease shall be adjusted and the same shall be computed by
multiplying the Minimum Monthly Rent for the "Base Month" by a fraction, the
numerator of which is the said "C.P.I."-for the last month of the preceding year
of this Lease and the denominator of which is the said "C.P.I." for the "Base
Month". If the publication of said "C.P.I." is discontinued, then the parties
shall, in good faith, agree on a suitable substitute.
3.4 In no event shall the Minimum Monthly Rent following an adjustment under
this Article be reduced below the Minimum Monthly Rent preceding an adjustment.
3.5 In the event of any delay in computing the rental adjustment for a
subsequent Lease year, Tenant shall continue payment of the most recent Minimum
Monthly Rent as provided herein, until such time as the rental adjustment has
been computed, at which time an accounting will be made, retroactive to the
beginning of the subsequent Lease year for which adjustment is made, and the
amount then due Landlord shall be paid by Tenant within ten (10) days of receipt
of demand.
ARTICLE 4: ADDITIONAL RENT
4.1 In addition to the Minimum Monthly Rent, Tenant shall pay Landlord as
"Additional Rent" Tenant's pro rata share of "Operating Expenses" and "Taxes".
As used herein, the term:
(a) "Tenant's pro rata share" shall mean the ratio which the Net Rentable
Area leased by the Tenant in the Building bears to the total Net Rentable Area
contained in the Building.
(b) "Operating Year" means the year beginning January 1 and ending
December 31.
(c) "Operating Expenses" shall mean all expenses, costs, and disbursements
by Landlord in connection with the ownership, maintenance, and/or operation of
the Building, the Common Areas and the personal property used in conjunction
there with. Such Operating Expenses shall
-3-
include all expenses, costs, and disbursements of every kind and nature which
Landlord shall pay or become obligated to pay, including, but not limited to the
following:
(1) wages and salaries of all employees engaged in direct operation
and maintenance of the Building, the Common Areas, and the land upon which the
Building and Common Areas are situated, employee's social security taxes,
unemployment taxes or insurance, and any other taxes which may be levied on such
wages and salaries, the cost of disability and hospitalization insurance,
workers' compensation, pension or retirement, and other fringe benefits for such
employees;
(2) all supplies and materials used in the operation and maintenance
of the Building;
(3) cost of all utilities, including without limitation water,
sewer, and electricity used by the Building and not charged directly to another
tenant;
(4) cost of all maintenance and service agreements for the Building,
the equipment therein, and grounds, including janitorial service, trash removal,
servicing, and maintenance of all systems and equipment, security and alarm
service, window cleaning, landscaping and gardening;
(5) cost of all insurance relating to the Building, including
casualty and liability insurance applicable to the Building and Landlord's
personal property used in connection therewith;
(6) cost of installation of capital investment items which are
installed primarily for the purpose of reducing operating costs or which may be
required by any governmental authority; management fees, legal and accounting
expenses and any other expense or charges whether or not herein above described
which, in accordance with consistently applied generally accepted accounting and
management principles would be considered an expense of managing, maintaining,
operating or repairing the Building and Common Areas.
Base operating expenses shall not include cost of individual Tenant
improvements, management cost associated with leasing activities, or new capital
improvements unless such items and/or improvements result in the operating
efficiency of the Building being increased, in which event the cost shall be
spread over the period necessary to recover the cost of such improvements from
the increased efficiency.
(c) "Taxes" shall mean all real estate taxes and assessments,
special or otherwise, levied or assessed upon or with respect to the land or
building, and all ad valorem taxes for Landlord's personal property used in
connection therewith. Should the State of Florida or any political subdivision
thereof or any other governmental authority having jurisdiction over the land or
the Building either (1) impose a tax, assessment, charge, or fee (or increase a
then existing tax, assessment, charge, or fee) which Landlord shall be required
to pay, either by way of substitution for such real estate taxes or ad valorem
personal property taxes, or (2) impose an income or
-4-
franchise tax or a tax on rents in substitution, in whole or in part, for such
real estate taxes or ad valorem personal property taxes or in lieu of any
increase in such taxes, such taxes, assessments, fees, charges, income,
franchise, or rent tax shall be deemed to constitute "Taxes" hereunder.
(d) "Common Areas" means all areas both interior and exterior provided by
Landlord for the common or joint use and benefit of the occupants of the
Building, their employees, agents, customers, and other invitees including but
not limited to the Automobile Parking Area, (whether spaces are assigned,
reserved or not) as defined in Article 5 of the Lease, public restroom
facilities, landscaping, sidewalks, building lobbies and hallways, mechanical
rooms, elevator shafts and stairway.
4.2 Landlord shall notify Tenant within thirty (30) days of the Commencement
Date and within thirty (30) days after the end of each calendar year hereafter
ensuing or earlier during the term hereof, of the amount which Landlord
estimates (as evidenced by budgets prepared by or on behalf of Landlord) will be
the amount of Tenant's proportionate share of Operating Expenses and Taxes for
the then current calendar year and Tenant shall pay such sum in advance to
Landlord in equal monthly installments during the balance of said calendar year,
on the first day of each remaining month in said calendar year, commencing on
the first day of the first month following Tenant's receipt of such
notification. Within one hundred twenty (120) days following the end of each
calendar year during the term hereof, Landlord shall submit to Tenant a
statement showing the actual amount which should have been paid by Tenant with
respect to Operating Expenses and Taxes for the past calendar year, the amount
thereof actually paid during that year by Tenant and the amount of the resulting
balance due thereon, or overpayment thereof, as the case may be. Any balance
shown to be due pursuant to said statement shall be paid by Tenant to Landlord
within thirty (30) days following Tenant's receipt of notice thereof and any
overpayment shall be immediately credited against Tenant's obligation to pay
expected Additional Rent in connection with anticipated increases in Operating
Expenses and Taxes or, if by reason of any termination of the Lease no such
future obligation exists, refunded to Tenant.
4.3 In determining the amount of Operating Expenses for the purpose of this
Section, if less than 100% of the Building shall have been occupied by tenants
and fully used by them at any time during the year, Operating Expenses shall be
increased to an amount equal to the like Operating Expense which would normally
be expected to be incurred had such occupancy been 100% and had such full
utilization been made during the entire period. In no event shall Tenant be
responsible for any of the pro rated share of Operating Expenses attributable to
vacant office lease space in the Building during the year.
4.4. For any applicable operating year that begins prior to the Commencement
Date or ends after the expiration date of this Lease, the amount due for that
operating year shall be apportioned on a per diem basis so that only that
portion attributable to the portion of such operating year that occurs during
the term of this Lease shall be payable by Tenant.
-5-
4.5 The determination and statement of expenses shall be made by Landlord and a
copy of such, statements shall be made available to Tenant upon written request.
4.6 Notwithstanding anything herein to the contrary, if Landlord should fail to
give the above notices and/or statements within the time specified, such failure
shall not constitute a waiver by Landlord of its right to require increase(s) in
the Tenant's pro rata share of the "Operating Expenses" and "Taxes" specified
herein.
ARTICLE 5: AUTOMOBILE PARKING AREA
5.1 Landlord grants to Tenant and Tenant's customers and employees the right to
use the Automobile Parking Area adjacent to the Building and all other common
areas in and about the Building, subject to rules and regulations from time to
time adopted by Landlord. Such use shall be in common with other Tenant's of the
Building, their customers and employees. Landlord reserves the right to cover
part of the parking area, to construct a parking garage, to assign a reasonable
number of parking spaces for the exclusive use of certain Tenant's, to receive
additional rent for covered or assigned parking spaces, and to designate certain
spaces for the use of visitors.
ARTICLE 6: RENT TAX AND PERSONAL PROPERTY TAXES
6.1 Tenant covenants and agrees to pay to Landlord, in addition to, and
simultaneously with, any other amounts payable to Landlord under this Lease, a
sum equal to the aggregate of any municipal, county, state or federal excise,
sales, use or transaction privilege taxes now or hereafter legally levied or
imposed against or on account of any or all amounts payable under this Lease by
Tenant or the receipts thereof by Landlord (except taxes which are commonly
referred to as income, estate, or inheritance taxes).
6.2 Tenant shall pay, prior to delinquency all taxes levied upon fixtures,
furnishings, equipment and personal property placed on the Premises by Tenant.
If any or all of Tenant's fixtures, furnishings, equipment or personal property
shall be assessed and taxed with the Landlord's real property, Tenant shall
reimburse Landlord for such taxes within fifteen (15) days after delivery to
Tenant by Landlord of a statement in writing setting forth the amount of such
taxes applicable to the Tenant's property.
ARTICLE 7: PAYMENT OF RENTAL/LATE CHARGES
7.1 Tenant shall pay the rentals and all other charges herein specified to
Landlord at the address set forth on page one of this Lease, or to another
person and at another address as Landlord shall from time to time designate in
writing.
Any payment of rent, additional rent or other charge required to be made by
Tenant to Landlord under the terms of this Lease not received within ten (10)
days after the due date thereof shall be subject to a late charge of five
percent (5%) of the delinquent amount.
-6-
7.2 Any rent, additional rent or other charge, expense or cost due and payable
from Tenant to, Landlord not paid within ten (10) days of the due date shall
bear interest from the due date at the rate equal to the lesser of: (a) eighteen
percent (18%) per annum or, (b) the highest rate permitted by the usury laws of
the State of Florida.
ARTICLE 8: SECURITY DEPOSIT
8.1 Tenant has deposited with Landlord upon delivery of this Lease the sum of
Five Thousand and 00/1 00 Dollars ($ 5,000.00), receipt of which is hereby
acknowledged by Landlord, as security for the full and faithful performance of
each and every term, provision, covenant and condition of this Lease.
8.2 If Tenant defaults in any of the terms, provisions, covenants and conditions
of this Lease, including but not limited to the payment of rent, additional rent
or other charge and said default continues for ten (10) days after Tenant's
receipt of written notice from Landlord of said default, Landlord may, but need
not, use, apply, or retain the whole or any part of this security not as
liquidated damages but for the payment of any rent or charge in default or for
any other sum which Landlord may spend or be required to spend by reason of
Tenant's default. If any portion of said deposit is so used or applied, Tenant
shall, within ten (10) days after written demand therefor, deposit cash with
Landlord in an amount sufficient to restore the security deposit to its original
amount. Should Tenant fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this Lease, the security or any balance
of the security shall be returned to Tenant or, at the option of Landlord, to
the last assignee of Tenant's interest in this Lease within ten (10) days after
the Expiration Date and surrender of the Premises by Tenant. Landlord's rights
with reference to the security deposit shall be in addition to and shall not
preclude any other rights, remedies, or recoveries available to Landlord by law
or under the terms of this Lease.
8.3 Tenant agrees that in case the Landlord shall sell or exchange Landlord's
interest in the Premises during the lease Term, Landlord may pay the deposit to
any subsequent owner and in that event, Tenant does hereby agree to release
Landlord from all liability for the return of such deposit. Landlord shall not
be required to maintain such funds in a segregated account, but may deposit such
funds in any general account of Landlord, provided that such commingling shall
in no way affect Landlord's obligations to Tenant regarding such funds
hereunder. Tenant shall not be entitled to any interest on the security deposit.
ARTICLE 9: CONSTRUCTION OF THE PREMISES
9.1 Landlord shall construct the Building and Tenant's Leasehold Improvements,
as defined in Exhibit "B", in accordance with plans and specifications prepared
by Landlord's architect. The respective obligations, covenants and agreements of
Landlord and Tenant to construct the Premises including the division of
responsibilities and procedures for design and construction and for payment of
costs and expenses are more specifically set forth in Exhibit "B", ("Building
Standard Workletter for Tenant Improvements"). Landlord agrees to provide to
Tenant a
-7-
Leasehold Improvement Allowance in an amount equal to the number of square feet
of Net Useable Area within the Premises multiplied by Twenty and 00/100 dollars
($ 20.00 ) (the "Leasehold Improvement Allowance"). Landlord represents that it
will obtain a competitive price for the cost of constructing Tenant Leasehold
Improvements and that Landlord will not add an administrative fee over and above
the contractor's fee for construction of the work.
9.2 Prior to the Commencement Date, any work performed by Tenant, or any
fixtures or personal property moved onto the Premises, shall be at Tenant's own
risk and neither Landlord nor Landlord's agents or contractors shall be
responsible to Tenant for damage or destruction of Tenant's work or property
including damage or destruction occasioned by Landlord's own negligence. Tenant
agrees to indemnify Landlord and hold Landlord harmless against claims made with
respect to damage or destruction of property of third persons moved on the
Premises prior to the Commencement Date at Tenant's request.
9.3 Taking possession of all or any portion of the Premises by Tenant shall be
conclusive evidence as against Tenant that the Premises or such portion thereof
are in satisfactory condition on such date of possession, subject only to any
deficiencies listed in writing in a notice delivered by Tenant to Landlord not
more than thirty (30) days after the Commencement Date.
9.4 "Net Useable Area" shall mean the total area within the Premises as measured
from the interior surface of exterior walls, windows and doors to the midpoint
of all interior demising walls, windows and doors, without deduction for columns
or projections.
ARTICLE 10: ALTERATIONS
10.1 After completion of Landlord's construction obligations under Article 9,
Tenant shall not make, or cause to be made any further additions to, or
alterations of the Premises, or any part thereof, without the prior written
consent of Landlord which consent will not be unreasonably withheld.
Notwithstanding the foregoing, Tenant shall have the right from time to time to
make alterations and/or improvements to the Premises which are consistent with
the nature of the business being conducted by it, provided it submits plans
therefore to Landlord for prior approval. Landlord agrees not to unreasonably
withhold its consent thereto.
ARTICLE 11: FIXTURES/PERSONAL PROPERTY
11.1 All trade fixtures installed by Tenant and movable furniture that are not
permanently affixed to the Premises shall remain the property of Tenant and may
be removed by Tenant not later than the Expiration Date, provided that Tenant is
not then in default hereunder. Tenant shall promptly repair, at its own expense,
any damages occasioned by such removal. All wall covering, floor covering,
window coverings, lighting and other special fixtures that may be placed upon,
installed in or attached to the Premises by Tenant shall, at the Expiration Date
or earlier termination of this Lease for any reason, be the property of Landlord
and remain upon and be surrendered with the Premises, without disturbance,
molestation or injury unless designated by Landlord to be removed.
-8-
ARTICLE 12: LIENS
12.1 Tenant shall keep the Premises and the property on which the Premises are
situated free from any liens arising out of work performed, material furnished
or obligations incurred due to Tenant's actions or the failure of Tenant to
comply with any law excluding, however, security interests in Tenant's personal
property. The interests of the Landlord in the Premises shall not be subject to
liens for improvements made by the Tenant. Any such liability is expressly
prohibited, and a notice pursuant to Section 713.10, Florida Statutes, shall be
recorded in the Public Records of Xxxxxxx County, Florida by Landlord. In the
event any such lien does attach against the Premises, and Tenant does not
discharge the lien or post bond (which under law would prevent foreclosure or
execution under the lien) within ten (10) days after demand by Landlord,
Landlord may take any action necessary to discharge the lien. Tenant shall pay
Landlord upon demand for or on account of any cost or expense (including
reasonable attorney's fees) incurred by Landlord by reason of attachment or
discharge of such lien and shall indemnify Landlord against any liability
arising out of attachment of such lien.
ARTICLE 13: SECURITY INTEREST
13.1 Tenant hereby pledges and assigns to the Landlord, and grants a lien upon
all furniture, fixtures, goods and chattels of Tenant located on said Premises,
as security for the payment of the sums due hereunder. Tenant agrees that such
lien may be enforced by distress, foreclosure or otherwise at the election of
the Landlord, and does hereby agree to pay reasonable attorneys' fees incurred
by Landlord in perfecting and liquidating such liens, plus all costs and charges
incidental thereto. Tenant agrees that such lien may be enforced by a distress,
foreclosure, or otherwise at the election of the Landlord. Tenant and Landlord
agree that in any such action, the prevailing party shall be entitled to
recoupment of all attorney's fees plus other reasonable costs thereto from the
non-prevailing party.
ARTICLE 14: USE OF PREMISES/RULES AND REGULATIONS
14.1 Tenant shall use the Premises solely for the purpose of conducting its
business, which is: General business office.
Tenant shall not use or permit the Premises to be used for any other purpose or
purposes except with the prior written consent of Landlord, which shall not be
unreasonably withheld.
14.2 Tenant shall comply with all statutes, ordinances, rules, regulations and
orders of all municipal, state and federal authorities now in force or which may
hereafter by in force pertaining to the use of the Premises. Tenant, to the best
of Tenant's knowledge, shall not use or permit the Premises to be used in whole
or in part for any purpose or use in violation of any of the laws, ordinances
regulations or rules of any public authority at any time applicable thereto.
14.3 Tenant shall not:
(a) commit, or suffer to be committed, any waste upon the Premises;
-9-
(b) engage in any activity which will increase the existing premium rate
of insurance on the Premises or cause a cancellation of any insurance polity or
permit to remain in or about the Premises any article that may be prohibited by
standard form fire insurance policies;
(c) use the Premises for or carry on or permit any offensive, noisy, or
dangerous trade, business, manufacture or occupation, or any nuisance or
anything against public policy, or interfere with the business of or disturb the
quiet enjoyment of any other Tenant in the Building;
(d) use the exterior of the roof or walls of the Premises or Building for
any purpose.
14.4 Tenant shall faithfully observe and comply with the rules and regulations
printed on Exhibit "C" to this Lease, all parking regulations that may be
established in accordance with Article 5 and all modifications of and additions
thereto from time to time put into effect by Landlord. Landlord shall not be
responsible to Tenant for the nonperformance by any other Tenant or occupant of
the Building of any such rules and regulations.
14.5 Insolvency Of Tenant. To the extent allowed by applicable law, if Tenant
shall become insolvent or if bankruptcy proceedings shall be instituted by or
against the Tenant, provided Tenant has not cured same within sixty (60) days of
initiation of said bankruptcy proceedings, before the end of the term of this
Lease, Landlord is hereby irrevocably authorized, at its option, to cancel this
Lease as for a default. Landlord may elect to accept rent from any receiver,
trustee, or other person in a fiduciary capacity without affecting Landlord's
rights as contained in this Lease, but no receiver, trustee or other judicial
officer shall ever have any right, title or interest in or to the Premises
described herein by virtue of this Lease.
14.6 Abandonment. Tenant shall continuously occupy the Premises during the Term
and shall not vacate or abandon the Premises at any time during the Term without
Landlord's written consent.
ARTICLE 15: RIGHTS RESERVED BY LANDLORD
15.1 Landlord shall have the following rights, exercisable without notice and
without liability to Tenant for damage or injury to property, persons or
business and without effecting an eviction, constructive or actual, or
disturbance of Tenant's use or possession or giving rise to any claim for setoff
or abatement of rent:
(a) To change the Building's name or street address.
(b) To install, affix and maintain any and all signs on the exterior and
interior of the Building.
(c) To designate and approve, prior to installation, all types of window
shades, blinds, drapes, awnings, window ventilators and other similar equipment,
and to control all internal lighting that may be visible from the exterior of
the Building.
-10-
(d) To designate, restrict and control all sources from which Tenant may
obtain ice, drinking water, towels, toilet supplies, shoe shining, catering,
food and beverages, or like or other services on the Premises and in general, to
reserve to Landlord the exclusive right to designate, limit, restrict and
control any business and any services in or to the Building and its Tenants.
(e) To retain at all times, and to use in appropriate instances, keys to
all doors within and into the Premises. No locks shall be changed or added
without the prior written consent of Landlord.
(f) To decorate and to make repairs, alterations, additions, changes or
improvements, whether structural or otherwise, in and about the Building, or any
part thereof, and for such purposes to enter upon the Premises and during the
continuance of any of said work to temporarily close doors, entryways, public
space and corridors in the Building, to interrupt or temporarily suspend
Building services and facilities and to change the arrangement and location of
entrances or passageways, doors and doorways, corridors, elevators, stairs,
toilets, or other Interior Common Facilities, all without abatement of rent or
affecting any of Tenant's obligations hereunder, so long as the Premises are
reasonably accessible.
(g) To have and retain a paramount title to the Premises free and clear of
any act of Tenant purporting to burden or encumber them.
(h) To grant to anyone the exclusive right to conduct any business or
render any service in or to the Building, provided such exclusive right shall
not operate to exclude Tenant from the use expressly permitted herein.
(i) To approve the weight, size and location of safes and other heavy
equipment and articles in and about the Premises and the Building, and to
require all such items and furniture and similar items to be moved into and out
of the Building and Premises only at such times and in such manner as Landlord
shall direct in writing. Movements of Tenant's property into or out of the
Building and within the Building are entirely at the risk and responsibility of
Tenant and Landlord reserves the right to require permits before allowing any
such property to be moved into or out of the Building.
(j) To prohibit the placing of vending or dispensing machines of any kind
in or about the Premises without the prior written permission of Landlord.
(k) To have access for tenants of the Building to any mail chutes located
on the Premises according to rules of the United States Postal Service.
(l) To take all such reasonable measures as Landlord may deem advisable
for the security of the Building and its occupants, including without
limitation, the search of all persons entering or leaving the Building, the
evacuation of the Building for cause, suspected cause, or for drill purposes,
the temporary denial of access to the Building, and the closing of the Building
after regular working hours.
-11-
Reservation of the rights set forth in this Section shall, however, impose no
obligation or duty upon Landlord to exercise said rights.
ARTICLE 16: QUIET ENJOYMENT
16.1 Landlord covenants that upon Tenant's paying the rentals and keeping and
performing all of the terms, covenants and conditions of this Lease, Landlord
will do nothing that will prevent Tenant from peaceably and quietly enjoying,
holding and occupying the Premises during the Lease Term. This covenant shall
not extend to any disturbance, act or condition brought about by any other
tenant in the Building and shall be subject to the rights of Landlord set forth
in this Lease. This Lease Agreement is subject to any Easements, Covenants and
Restrictions of record and to any terms of any ground lease for the property
upon which the Building is located.
ARTICLE 17: MAINTENANCE AND SANITATION
17.1 Subject to Articles 21 and 22 and Tenant's obligations under Sections 17.2
and 17.3, Landlord covenants to maintain the Building in good and tenantable
condition and repair. Tenant hereby waives all rights to make repairs at the
expense of Landlord. Landlord's maintenance and repair costs under this Section
17.1 will be deemed an Operating Expense. The foregoing notwithstanding,
Landlord shall not be liable to Tenant for failure to make repairs as required
herein unless Tenant has previously notified Landlord, in writing, of the need
for such repairs and Landlord has failed to commence said repairs within fifteen
(15) days following receipt of Tenant's written notification. Landlord shall
have no obligation to alter, remodel, improve, decorate or paint the Premises
except as set forth in Exhibit "B".
17.2 If Landlord would be required to perform any maintenance or make any
repairs under Section 17.1 because of: (1) modifications to the roof, walls,
foundation and floor of the Building from that set forth in Landlord's plans and
specifications which are required by Tenant's design for improvements,
alterations and additions; (b) installation of Tenant's improvements, fixtures
or equipment; (c) Tenant's or Tenant's employees' or customers' negligence or
wrongful act; or, (d) Tenant's failure to perform any agreement contained in
this Lease, Landlord may perform the maintenance or repairs or require Tenant to
do so. If Landlord performs the maintenance or repair arising under this Section
17.2, Tenant shall pay Landlord the cost thereof plus a reasonable amount for
Landlord's overhead upon receipt of a statement from Landlord. The cost incurred
by Landlord under this Section shall not be an Operating Expense for purposes of
Article 4.
17.3 To the extent caused by Tenant, Tenant covenants and agrees to:
(a) pay Landlord, Landlord's cost of maintenance and repair, including
additional janitorial costs, of any Non-Building Standard Improvements and
Non-Building Standard materials and finishes, as defined in Exhibit "B", special
leasehold improvements in excess of or in addition to Building Standard, as
defined in Exhibit "B".
-12-
(b) pay Landlord, Landlord's cost of repair or replacement of all ceiling
and wall finishes (including painting) and floor or window coverings which
require repair or replacement during the Lease Term.
Landlord's costs under this Section will not be deemed an Operating Expense.
ARTICLE 18: UTILITIES AND JANITORIAL SERVICES
18.1 Landlord agrees to furnish to the Premises during normal business hours,
and subject to the rules and regulations of the Building, electricity suitable
for the intended use of the Premises, heat and air conditioning required in
Landlord's judgment for normal use and occupation of the Premises and janitorial
services for the Premises and Common Areas. Normal business hours for the
Building shall be from 8:00 am. to 6:00 p.m. on Mondays through Fridays, and
8:00 a.m. to 1:00 p.m. on Saturdays, except for national holidays. Services
shall not be provided Saturdays, Sundays and holidays except herein provided.
Landlord further agrees to furnish hot and cold water to those areas provided
for general use of all tenants in the Building. If Tenant is desirous of the use
of the Premises over and above normal business hours, Landlord agrees that
electricity, heating and air conditioning suited for the intended use of the
Premises will be available to the Premises. Tenant agrees to pay the additional
operating expense, if any, for these services, due to Tenant's use of the
Premises after normal business hours.
18.2 As used in the Article 17, "Excess Consumption" means the consumption of
electrical current (including current in excess of 120 volts), water, heat,
cooling or compressed air (if compressed air is furnished by Landlord) in excess
of that which would be provided to the Premises were the Premises to be: (i)
built out with Building Standard Improvements only; (ii) used as general office
space during normal business hours; and (iii) equipped only with word
processors, typewriters, desk calculators, dictation equipment and copying
machines with power requirements of 30 amperes or less. Tenant will not, without
the written consent of Landlord, use any apparatus or device in the Premises,
including but without limitation thereto, duplicating machines, electronic data
processing machines, punch card machines and machines using electrical current
in excess of 110 volts, which will in any way result in Excess Consumption (For
purposes of this Section, Excess Consumption is the unreasonable consumption of
electricity, water, heat, cooling or compressed air of a nature unrelated to the
use of the Premises as general office space.) nor connect, except through
existing electrical outlets, water pipes, ducts or airpipes (if any there be) in
the Premises, any apparatus, or device, for the purposes of using electric
current, water, heating, cooling or air. If Tenant shall require water, heating,
cooling air or electric current which will result in Excess Consumption, Tenant
shall first procure the consent of Landlord to the use thereof, and Landlord may
cause separate meters to be installed to measure Excess Consumption or establish
another basis for determining the amount of Excess Consumption. Tenant covenants
and agrees to pay for the cost of the Excess Consumption based on Landlord's
cost, plus any additional expense incurred in installing meters for keeping
account of the Excess Consumption, at the same time as payment of the Minimum
Monthly Rent is made. Tenant further agrees to pay Landlord the cost, if any, to
upgrade existing mechanical, electrical, plumbing and HVAC facilities, if
required to provide Excess Consumption, upon receipt of a
-13-
statement therefor. Excess Consumption costs will not be an Operating Expense
for purposes of Article 4.
18.3 Other than for Landlord's negligence or willful misconduct, Landlord shall
not be liable in damages or otherwise in the event of any failure of
interruption of any utility or service supplied to the Premises or Building. In
no event shall such a failure entitle Tenant to terminate this Lease.
ARTICLE 19: ENTRY AND INSPECTION
19.1 Landlord and Landlord's agents shall have the right to enter into and upon
the Premises at all reasonable times with a minimum of a twenty-four (2) hour
notice, whether written or oral, to Tenant (where such entry will not
unreasonably disturb or interfere with Tenant's use of the Premises) for the
purpose of inspecting the same; performing Landlord's maintenance and repair
obligations under this Lease; maintaining or making repairs, alterations, or
additions to any other portion of the Building, including the erection and
maintenance of such scaffolding, canopy, fences and props as may be required and
posting notices of nonliability for alterations, additions or repairs. Landlord
and Landlord's agents shall further have the right to enter the Premises at all
reasonable times to show the Premises to prospective purchasers, mortgagees or
tenants. Tenant shall permit Landlord, at any time within one hundred fifty
(150) days prior to the expiration of the Lease Term, to place upon the Premises
any usual or ordinary "For Lease" signs.
19.2 If Landlord has provided notice as referenced in Section 19.1, or in the
event of an emergency and Tenant shall not be present to open and permit an
entry into said Premises, when for any reason an entry therein shall be
necessary or permissible, Landlord or Landlord's agents may use a master key to
enter, without rendering Landlord or such agents liable therefor, and without in
any manner affecting the obligations and covenants of this Lease. Landlord shall
be permitted to take any action under this Article without any abatement of rent
and without any liability to Tenant for any loss of occupation or quiet
enjoyment of the Premises thereby occasioned, nor shall such action by Landlord
be deemed an actual or constructive eviction.
ARTICLE 20: ACCEPTANCE OF THE PREMISES, LIABILITY
INSURANCE AND INDEMNIFICATION OF LANDLORD
20.1 As used in this Article, "Claims" means any claims, suits, proceedings,
actions, causes of action, responsibility, liability, demands, judgments and
executions.
20.2 All merchandise, furniture, floor and wall covering and all personal
property and fixtures belonging to Tenant and all persons claiming by or through
Tenant which may be on the Premises shall be at Tenant's sole risk. Tenant
hereby waives all Claims against Landlord for loss, injury or damage to all
persons and property on the Premises or the Common Areas from theft, fire,
water, gas or otherwise, including sprinkler leakage or bursting pipes other
than loss, injury or damage caused by Landlord's negligence or willful
misconduct. Tenant accepts the
-14-
Premises "as is" and Landlord makes no warranty as to the condition of the
Premises.
20.3 Tenant hereby agrees to indemnify and to hold Landlord and any Mortgagee of
Landlord harmless against all Claims arising from: Tenant's possession, use,
maintenance and repair of the Premises; any act or omission of Tenant or
Tenant's invitees, agents and employees; any default of Tenant under this Lease;
or other acts or omissions which result in personal injury, loss of life or
property damage sustained in and about the Premises.
20.4 Upon taking possession of the Premises and thereafter during the Lease
Term, the Tenant shall, at Tenant's sole cost and expense, maintain
comprehensive liability insurance, including, without limitation, premises
liability and contractual liability endorsements, against Claims for personal
injury, death, or property damage occurring in, upon, or about the Premises. The
limits of liability of such insurance shall not be less than One Million Dollars
($1,000,000) combined single limit or in such higher amounts as Landlord may
require. All such policies of insurance shall name Landlord and/or such other
party or parties as Landlord may require as additional insureds.
20.5 Tenant's insurance shall be maintained with an insurance company qualified
to do business in the state in which the Premises are located and having a
current A.M. Best manual rating of at least A-X or better. Tenant's insurance
policies will contain endorsements stating that the insurance will not be
canceled nor will the carrier fail to renew or materially change the policy
without first giving Landlord thirty (30) days written notice. Before entry into
the Premises and before expiration of any policy, Tenant shall provide Landlord
with evidence that the requirements of this Article have been met and that the
applicable premiums or renewal premiums have been paid.
20.6 During the entire Lease Term, Landlord shall maintain public liability
insurance against Claims for personal injury, death or property damage occurring
on the Common Areas. The limits of liability of such insurance shall be in such
amounts as Landlord shall determine. The cost of the public liability and
property damage insurance on the Common Areas shall be an Operating Cost under
Article 4 of this Lease.
20.7 Landlord shall not be responsible or liable to Tenant for any Claims for
loss or damage caused by the acts of omissions of any persons occupying any
space adjacent to or adjoining the Premises, except for Landlord's negligence or
willful misconduct.
ARTICLE 21: CASUALTY INSURANCE
21.1 Tenant shall maintain fire and extended coverage insurance with a business
interruption endorsement on merchandise, personal property, equipment and trade
fixtures owned or used by Tenant and other property which Tenant may remove on
the Expiration Date. Tenant shall not maintain insurance on any structural
portion of the Premises, roof, demising or interior walls or floors. In event of
violation of this obligation, Tenant agrees all proceeds of Tenant's insurance
policies, except proceeds related to Tenant's personal property or improvements
supplied by
-15-
Tenant, will be held in trust for the benefit of Landlord.
21.2 Landlord shall maintain fire and full extended coverage insurance ("all
risk") including vandalism and malicious mischief, sprinkler leakage damage and
flood and boiler explosion endorsements throughout the Lease Term on the
Building and may name the holder of a first mortgage or deed of trust and any
ground lessor as additional insured. Landlord may elect to self-insure any
component comprising the Common Areas. At Landlord's option, the policy of
insurance may include a business interruption insurance endorsement for loss of
rents. The cost of the insurance obtained under this Section shall be an
Operating Cost under Article 4 of this Lease. If, however, during the Lease Term
premiums for fire and extended coverage insurance are or may be calculated by
rating the premises of individual tenants within the Building and it is
determined that the rate for the Premises, due to Tenant's special fixtures,
Non-Building Standard Improvements, business or otherwise, is in excess of the
rate attributable to the premises having the lowest rate, Tenant agrees to pay
Landlord the difference between the premium attributable to the Premises and
that premium which would be attributable to the Premises were the Premises rated
at the lowest rate. If the Building is rated as a whole and it is determined
that the premium, due to Tenant's special fixtures, Non-Building Standard
Improvements or business, is in excess of the premium which would have been
charged, but for Tenant's fixtures, improvements or business, Tenant agrees to
pay Landlord such excess. Tenant shall have no rights in said policy procured by
Landlord under this Section and shall not be entitled to be named as insured
thereunder.
21.3 Tenant hereby waives any right of recovery from Landlord, and Landlord's
agents, officers and employees, and Landlord hereby waives any right of recovery
from Tenant and Tenant's agents, officers or employees, for any loss or damage
(including consequential loss) resulting from any of the perils insured against
by either's fire and extended coverage policy. The parties shall give their
respective insurance carriers notice of this waiver and secure an endorsement
from each carrier to the effect that the waivers given under this Section shall
not adversely affect or impair the policies of insurance or prejudice the right
of the named insured on the policy to recover thereunder. A waiver given under
this Section shall apply only to losses occurring during the time that such an
endorsement is in effect.
ARTICLE 22: DAMAGE AND DESTRUCTION OF PREMISES
22.1 In the event of (a) fire or other casualty damage to the Premises or the
Building during the Lease Term which requires repairs to either the Premises or
the Building, or (b) the Premises or Building being declared unsafe or unfit for
occupancy by an authorized public authority for any reason other than Tenant's
act, use or occupation, which declaration requires repairs to either the
Premises or the Building, Landlord shall commence to make said repairs within
sixty (60) days from the date of the casualty. No such destruction (including
any destruction necessary in order to make repairs) shall annul or void this
Lease. The Minimum Monthly Rent shall be Proportionately reduced while such
repairs are being made, based upon the extent to which the making of such
repairs shall interfere with the business carried on by Tenant in the Premises
or interfere with Tenant's use and enjoyment of the Premises.
-16-
22.2 Landlord's obligation to repair the Premises shall, however, be subject to
the following.
If:
(a) during the last three (3) years of the Lease Term the Premises or the
Building is damaged as a result of fire or any other insured casualty; or,
(b) the Premises are damaged to the extent of twenty-five percent (25%) of
replacement value; or,
(c) the Premises or the Building are damaged or destroyed as a result of a
casualty not insured against; or,
(d) fifty percent (50%) or more of the gross leasable floor area of the
Building shall be damaged or destroyed by fire or other cause,
Landlord shall have the right, to be exercised by notice in writing to Tenant
given within forty-five (45) days from said occurrence, to cancel and terminate
this Lease. Upon notice to Tenant, the Lease Term shall expire by lapse of time
upon the thirtieth day after such notice is given, and Tenant shall vacate the
Premises and surrender the same to Landlord. If Landlord elects to terminate
this Lease under this Section, all rents shall be prorated as of the date of
damage or destruction and Landlord shall be released from liability or
obligation to Tenant. If Landlord, however, elects to make said repairs, and
provided Landlord uses due diligence in making said repairs, this Lease shall
continue in full force and effect and the Minimum Monthly Rent shall be
proportionately reduced as provided in Section 22.1.
22.3 With respect to any destruction (including any destruction necessary in
order to make repairs) which Landlord is obligated to repair or may elect to
repair under the terms of this Article, Tenant waives any statutory or other
right Tenant may have to cancel this Lease as a result of such destruction and
no such destruction shall annul or void this Lease.
22.4 The provisions of this Article shall supersede the obligations of Landlord
to make repairs under Section 17.1 of the Lease. Landlord shall not be obligated
to make repairs to the extent that the cost thereof exceeds the insurance
proceeds or to the extent such repairs would exceed Building Standard as defined
in Exhibit "B".
22.5 Unless the Lease is terminated under this Article, upon substantial
completion of Landlord's restoration obligations, the Minimum Monthly Rent shall
be restored to the amounts which would have been in effect but for the damage or
destruction.
ARTICLE 23: EMINENT DOMAIN
23.1 As used in this Article, "Taking" means a taking of or damage to the
Premises or Building or any part thereof by exercise of the power of eminent
domain, condemnation or sale under the threat of or in lieu of eminent domain or
condemnation.
-17-
23.2 If the whole of the Building or the whole of the Premises shall be acquired
by a Taking, or if the whole of the Automobile Parking Area is acquired by a
Taking then this Lease shall terminate as of the date the order of Taking is
issued.
23.3 If more than fifty percent (50%) of the gross leasable floor area of the
Building is acquired by a Taking, whether or not any portion of the Premises is
so taken, either Landlord or Tenant shall have the right to terminate this Lease
as of the date of such Taking by giving either party ninety (90) days written
notice of either party's intent to terminate this Lease.
23.4 If more than twenty-five percent (25%) of the Premises is acquired in a
Taking, either Landlord or Tenant may terminate this Lease upon notice to the
other within ninety (90) days prior to taking of possession. If less than
twenty-five percent (25%) of the Premises is acquired in a Taking, Landlord
shall promptly restore the Premises to a condition comparable to its condition
at the time of such condemnation less the portion acquired in the Taking, this
Lease shall continue in full force and effect with respect to that part not
acquired, and the Minimum Monthly Rent shall be reduced in the proportion that
the rental value of the Premises after the taking bears to the rental value
before the Taking.
23.5 Notwithstanding Section 23.2, if any part of the Automobile Parking Area
shall be acquired by a Taking, Landlord shall have the right to provide
substitute parking facilities and this Lease shall continue in full force and
effect unless a governmental entity forces the closing of the Building. If a
closing is required, this Lease shall terminate on the date of closing.
23.6 In the event of a Taking as hereinbefore provided, whether whole or
partial, the Tenant shall not be entitled to any part of the award, as damages
or otherwise for diminution in value of the leasehold, reversion or fee, and
Landlord is to receive the full amount of such award. Tenant hereby expressly
waives any right or claim to any part thereof Tenant shall have no claim against
Landlord for the value of the unexpired Lease Term if the Lease is terminated
under this Article. Although all damages in the event of any condemnation are to
belong to the Landlord, Tenant shall have the right to claim and recover from
the condemning authority, but not from Landlord, such compensation as may be
separately awarded or recoverable by Tenant in Tenant's own right on account of
any damage to Tenant's business by reason of the condemnation and for or on
account of any cost or loss to which Tenant might be put in removing Tenant's
merchandise, furniture, trade fixtures and equipment.
23.7 If this Lease is terminated partially or in total under this Article all
rents shall be prorated as of the date of Taking including refunds for amounts
paid in advance by Tenant.
ARTICLE 24: ASSIGNMENT AND SUBLETTING
24.1 Tenant shall not transfer or assign this Lease, or any interest therein,
and shall not sublet the Premises or any part thereof, or any right or privilege
appurtenant thereto, including spaces in the Automobile Parking Area, without
Landlord's consent. Consent by Landlord to one assignment, subletting,
occupation or use by another person shall not be deemed to be a consent
-18-
to any subsequent assignment, subletting, occupation or use by another person.
Neither this Lease nor any interest therein shall be assignable, as to the
interest of Tenant, by operation of law, without prior written consent of
Landlord. Any attempted transfer, assignment or subletting without the prior
written consent of Landlord shall be void. Landlord acknowledges that the Tenant
may initially be subletting a portion of its Premises for a temporary period of
time. Landlord agrees that a request from Tenant for subletting approval from
the Landlord shall not be unreasonably withheld.
If Tenant is a corporation, an unincorporated association or a partnership,
unless listed on a national stock exchange, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association or
partnership in the aggregate in excess of fifty percent (50%) shall be deemed
an assignment of this Lease.
24.2 If Landlord consents to any assignment of this Lease or a subletting of all
or any part of the Premises, Tenant shall pay to Landlord, on the same dates
that payments are to be made by any assignee or subtenant under the assignment
or sublease document approved by Landlord, as Additional Rent, fifty percent
(50%) of any excess Minimum Monthly Rent, Additional Rent or other charges to be
paid by such assignee or subtenant to Tenant over the Minimum Monthly Rent,
Additional Rent or other charges reserved to Landlord under this Lease for that
part of the Premises assigned or subleased.
24.3 If Tenant, with Landlord's prior written approval, assigns this Lease or
sublets the Premises, and the assignee or sublessee maintains the liability
insurance coverage required by Section 20.3, Tenant shall be relieved of such
obligation. Tenant agrees t9 pay Landlord reasonable legal fees incurred in
connection with the processing of any documents necessary to give consent.
24.4 The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies, or may at the
option of Landlord, operate as an assignment to Landlord of any or all such
subleases or subtenancies.
ARTICLE 25: SALE OF PREMISES BY LANDLORD
In the event of any sale of the Building or the property upon which the Building
is located or assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of all liability under any and all of
Landlord's covenants and obligations contained in or derived from this Lease or
arising out of any act, occurrence or omission occurring thereafter; and the
assignee or purchaser, at such sale or any subsequent sale of the Premises or
assignment of this Lease, shall be deemed, without any further agreement between
the parties and only such assignee or purchaser, to have assumed and agreed to
carry out any and all of the covenants and obligations of Landlord under this
Lease.
-19-
ARTICLE 26: SUBORDINATION/ATTORNMENT
Tenant's interest under this Lease shall be subordinate to all terms of the lien
of any ground lease, first deed of trust or first mortgage (hereinafter
collectively referred to as "mortgage") now or hereafter placed on the
Landlord's interest in the Premises or on the land and buildings of which the
Premises are a part. If the Premises or the Building is sold pursuant to default
on the mortgage, or pursuant to a transfer in lieu of foreclosure, Tenant shall,
at the mortgagee's or purchaser's election, not disaffirm this Lease but shall
attorn to the mortgagee or purchaser. This Article shall be self-operative,
however, Tenant agrees to execute and deliver, if Landlord should so request,
such further instruments necessary to subordinate this Lease to a lien of any
mortgage and to affirm the attornment provisions set forth herein.
ARTICLE 27: RIGHT TO CURE
In the event of breach, default, or noncompliance hereunder by Landlord, Tenant
shall, before exercising any right or remedy available to it, give Landlord
written notice of the claimed breach, default, or noncompliance. If prior to its
giving such notice Tenant has been notified in writing (by way of Notice of
Assignment of Rents and Leases, or otherwise) of the address of a lender which
has furnished financing that is secured by realty mortgage or deed of trust on
the Premises or the Building, concurrently with giving the aforesaid notice to
Landlord, Tenant shall also give notice by registered mail to such lender. For
the thirty (30) days following such notice (or such longer period of time as may
be reasonably required to cure a matter which, due to its nature, cannot
reasonably be remedied within thirty (30) days), Landlord shall have the right
to cure the breach, default, or noncompliance involved. If Landlord has failed
to cure a default within said period, any such lender shall have an additional
thirty (30) days within which to cure the same or, if such default cannot be
cured within that period, such additional time as may be necessary if within
such (30) day period said lender has commenced and is diligently pursuing the
actions or remedies necessary to cure the breach, default, or noncompliance
involved (including, but not limited to, commencement and prosecution of
proceedings to foreclose or otherwise exercise its rights under its mortgage or
other security instrument, if necessary to effect such cure), in which event
this Lease shall not be terminated by Tenant so long as such actions or remedies
are being diligently pursued by said lender.
ARTICLE 28: ESTOPPEL CERTIFICATES
Tenant agrees at any time and from time to time upon request by the Landlord, to
execute, acknowledge and deliver to Landlord a statement within five (5)
calendar days of demand in writing certifying (1) that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as modified and stating such modifications), (b) the
dates to which the Minimum Monthly Rent and other charges have been paid in
advance, if any, (c) Tenant's acceptance and possession of the Premises, (d) the
commencement of the Lease Term, (e) the rent provided under the Lease, and (f)
that Landlord is not in default under this Lease (or if Tenant claims such
default, the nature thereof), (g) that Tenant claims no offsets against the
rent, and (h) such other information as shall be reasonably
-20-
necessary to establish the status of the tenancy created by this Lease. It is
intended that any such statement delivered pursuant to this Article may be
relied upon by any prospective purchaser, mortgagee or assignee of any mortgagee
of the Premises or the Building. Tenant's failure to deliver such statement
within such time shall be conclusive upon Tenant that this Lease in full force
and effect without modification except as may be represented by Landlord; that
there are no incurred defaults in Landlord's performance; and that no rental has
been paid in advance unless otherwise herein specifically provided. A refusal by
Tenant to execute and deliver any such statement shall constitute an event of
default under this Lease. Tenant will have five (5) calendar days from written
notice of default to cure the same.
ARTICLE 29: DEFAULT AND CONDITIONAL LIMITATIONS
29.1 The following shall constitute a default under this Lease:
(a) if Tenant fails to pay any installment of the Minimum Monthly Rent or
Additional Rent herein provided or any other sum required by this Lease to be
paid to Landlord, or any part thereof, within ten (10) days of the due date or
in the manner provided; or
(b) if Tenant fails to perform any other covenants or conditions on its
part agreed to be performed and such failure to perform other covenants shall
continue for thirty (30) days after notice thereof from Landlord to Tenant; or
(c) if a petition or proceeding under the federal Bankruptcy Act or any
amendment thereto is filed or commenced by or against Tenant or any guarantor of
this Lease, and if against Tenant, said proceedings shall not be dismissed
within sixty (60) days following commencement thereof; or
(d) if Tenant or any guarantor of this Lease is adjudged by a court of
competent jurisdiction insolvent, makes an assignment for the benefit of its
creditors or enters into an arrangement with its creditors; or
(e) if a writ of attachment or execution is levied on the leasehold estate
hereby created and is not released or satisfied within sixty (60) days
thereafter; or
(f) if a receiver is appointed in any proceeding or action to which Tenant
is a party with authority to take possession or control of the Premises or the
business conducted thereon by Tenant or the property of any guarantor of this
Lease and such receiver is not discharged within a period of thirty (30) days
after his appointment; or
(g) Tenant abandons or vacates the Premises.
29.2 Upon a default of Tenant as defined in Section 29.1 Landlord, or Landlord's
agents and employees shall have the right and option to:
-21-
(a) prosecute and maintain an action or actions, as often as Landlord
deems advisable, for collection of the Rents, other charges and damages as the
same accrue, without entering into possession and without terminating this
Lease. No judgment obtained shall constitute a merger or otherwise bar
prosecution of subsequent actions for Rents and other charges and damages as
they accrue.
(b) immediately or at any time thereafter reenter and take possession of
the Premises and remove Tenant, Tenant's agents, any successors, assignees,
subtenants, licensees, concessionaires, or invitees and any or all of their
property from the Premises. Reentry and removal may be effected by summary
proceedings or any other action or proceedings at law, by force or otherwise.
Landlord shall not be liable in any way in connection with any action taken
under this paragraph. No action taken, commenced or prosecuted by Landlord, no
execution on any judgment and no act or forbearance on the part of Landlord in
taking or accepting possession of the Premises shall be construed as an election
to terminate this Lease unless Landlord expressly exercises this option under
Section 29.2(c).
Upon taking possession of the Premises Landlord will use its best faith efforts,
without termination of this Lease to relet the Premises or any part thereof as
agent for Tenant for such rental terms and conditions (which may be for a term
extending beyond the Lease Term) as Landlord, in its sole discretion, may deem
advisable, with the right to make alterations and repairs to said Premises
required for reletting. The rents received by Landlord from such reletting shall
be applied first to the payment of any costs of reletting and second to the
payment of rent due and unpaid hereunder. The residue, if any, shall be held by
Landlord and applied in payment of future rent as the same may become due and
payable hereunder. If the rents received from such reletting during any month
are insufficient to reimburse Landlord for any costs of reletting or rent due
and payable, Tenant shall pay any deficiency to Landlord. Such deficiency shall
be calculated and paid monthly. Notwithstanding any such reletting without
termination, Landlord may at any time thereafter, elect to terminate this Lease
for such previous breach.
(c) elect to terminate this Lease by written notice to Tenant. In event of
such termination, Tenant agrees to immediately surrender possession of the
Premises. If Tenant fails or refuses to surrender the Premises, Landlord may
take possession in accordance with Section 29.2(b). Should Landlord terminate
this Lease, Tenant shall have no further interest in this Lease or in the
Premises, and the Landlord may recover from Tenant all damages it may incur by
reason of Tenant's default, including (1) the cost of reletting the Premises,
and (2) the worth at the time of such termination of the excess, if any, of the
amount of rent and charges equivalent to rent reserved in this Lease for the
remainder of the Lease Term over the then reasonable rental value of the
Premises for the remainder of the Lease Term all of which amounts shall be
immediately due and payable at Landlord's election from Tenant to Landlord. In
determining the rent which would be payable by Tenant hereunder subsequent to
default, the monthly rent for the unexpired term shall be calculated on the
basis of the Minimum Monthly Rent and additional rent payable by Tenant at the
time of default plus any future increases which are determinable at the time of
calculation.
-22-
(d) obtain the appointment of a receiver in any court of competent
jurisdiction, and the receiver may take possession of any personal property
belonging to the Tenant and used in the conduct of the business of the Tenant
being carried on in the Premises. Tenant agrees that the entry upon the Premises
or possession of said personal property by said receiver shall not constitute an
eviction of the Tenant from the Premises or any portion thereof, and the Tenant
hereby agrees to hold the Landlord safe and harmless from any claim of any
character by any person arising out of or in any way connected with the entry by
said receiver in taking possession of the Premises and/or said personal
property.
29.3 As used in this Article "costs or reletting" means any reasonable costs
necessary to take possession of the Premises and lease the Premises to another
tenant, including, but not limited to the following reasonable costs:
(a) legal costs and expenses of recovery of the Premises including court
costs and attorney's fees,
(b) brokerage costs for leasing,
(c) costs and expenses of alterations, repairs and improvements,
(d) indebtedness other than Minimum Monthly Rent due from Tenant to
Landlord under this Lease,
(e) costs of protecting the Premises,
(f) removal and storage of Tenant's property, and
(g) costs of providing security for the Premises, Tenant's property, or
both.
29.4 No act or conduct of the Landlord, whether consisting of reentry, taking
possession or reletting the Premises or obtaining appointment of a receiver or
accepting the keys to the Premises, or otherwise, prior to the expiration of the
Lease Term shall be deemed to be or constitute an acceptance of the surrender of
the Premises by the Landlord or an election to terminate this Lease unless
Landlord exercises its election under Section 29.2(c) of this Lease. Such
acceptance or election by Landlord shall only be effected, and must be
evidenced, by written acknowledgement of acceptance of surrender or notice of
election to terminate signed by Landlord.
29.5 Tenant agrees that in the event it is due to tender performance in
accordance with any term or condition of this Lease and it fails to render such
performance within ten (10) days after written notification thereof is given in
accordance with the notice provision hereof or immediately if required for
protection of the Premises, Landlord shall have the right, but not the
obligation, to render such performance and to charge all costs and expenses
incurred in connection therewith to Tenant; Provided, however, that if Tenant
has commenced within such ten (10) day period
-23-
such action as is necessary to render such performance and in good faith
diligently carries it forward to completion, then Landlord shall not exercise
such right. This "grace period" shall not apply to the payment of money due from
Tenant to Landlord. All amounts so charged shall be considered Additional Rent
and shall be due and payable immediately to Landlord upon presentment of a
statement to Tenant indicating the amount and nature of such cost or expense.
29.6 No remedy herein conferred upon Landlord or Tenant shall be considered
exclusive of any other remedy, but the same shall be cumulative and shall be in
addition to every other remedy given hereunder, or now or hereafter existing at
law or in equity or by statute. No delay or omission of Landlord or Tenant to
exercise any right or power arising from any default shall impair any such right
or power, or shall be construed to be a waiver of any such default or any
acquiescence therein.
ARTICLE 30: TENANT'S RECOURSE
Anything in this Lease to the contrary notwithstanding, Tenant agrees that it
shall look solely to the estate and property of Landlord in the land and
building comprising the Building, subject to prior rights of any mortgagee of
the Building or any part thereof, for the collection of any judgment (or other
judicial process) requiring the payment of money by Landlord in the event of any
default or breach by Landlord under this Lease.
ARTICLE 31: FORCE MAJEURE
If either party hereto shall be delayed or prevented in any material fashion
from the performance of any act required hereunder by reason of acts of God,
strikes, lockouts, labor troubles, civil disorder, inability to procure
materials, restrictive governmental laws or regulations or other cause without
fault and beyond the control of the party obligated, performance of such act
shall be excused for the period of delay and then for a period of time
reasonably necessary to perform the act; provided, however, nothing in this
Article shall excuse Tenant from the prompt payment of any rental or other
charge required of Tenant hereunder except as may be expressly provided
elsewhere in this Lease.
ARTICLE 32: SURRENDER OF PREMISES
At the Expiration Date, Tenant shall surrender the Premises in good order and
condition, reasonable wear and tear and casualty damage excepted, and shall
deliver all keys to Landlord. Before surrendering the Premises, Tenant shall
remove all of its personal property and trade fixtures and such alterations or
additions to the Premises made by Tenant as may be specified for removal by
Landlord, and shall repair any damage caused by such property or the removal
thereof. If Tenant fails to remove its personal property and fixtures upon the
Expiration Date, the same shall be deemed abandoned and shall become the
property of Landlord.
-24-
ARTICLE 33: HOLDING OVER
If Tenant shall hold over after the Expiration Date, or any extension thereof,
Tenant shall become a tenant of sufferance and pay rental of one and one-half
times the latest amount determined under Article 3 plus the Additional Rent and
Rent Tax under Article 4 and 6 respectively, which rental shall be payable in
advance on the first day of such holdover period and on the first day of each
month thereafter, upon all the terms, covenants and conditions herein specified.
ARTICLE 34: GENERAL PROVISIONS
34.1 This Lease shall be construed in accordance with the laws of the State of
Florida. Venue for resolution of any dispute arising under this Lease shall be
Xxxxxxx County, Florida.
34.2 If Landlord or Tenant herein shall be more than one party, then the
obligations of such party or parties shall be joint and several.
34.3 This Lease shall not be construed against the party preparing it but shall
be construed as if all parties prepared this Lease.
34.4 If any term, covenant, condition or provision of this Lease is held by a
court of competent jurisdiction to be invalid, void or unenforceable the
remainder of the provisions hereof shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
34.5 The various headings and numbers herein and the grouping of the provisions
of this Lease into separate articles and paragraphs are for the purpose of
convenience only and shall not be considered a part hereof.
34.6 Time is of the essence of this Lease.
34.7 In the event either party initiates legal proceedings to enforce any right
or obligation under this Lease or to obtain relief for the breach of any
covenant hereof, the party ultimately prevailing in such proceedings shall be
entitled to recover from the defaulting party the costs of such proceedings,
including reasonable attorneys' fees as determined by the court and not by a
jury. If Landlord is involuntarily made a party defendant to any litigation
concerning this Lease or the Premises by reason of any act or omission of
Tenant, Tenant shall indemnify and hold Landlord harmless from all liability by
reason thereof, including Landlord's reasonable costs and attorneys' fees.
34.8 This Lease, and any Exhibit attached hereto, set forth all the covenants,
warranties, representations, promises, agreements, conditions or undertakings,
either oral or written, between the Landlord and Tenant. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to
this Lease shall be binding upon Landlord or Tenant unless reduced to writing
and signed by both parties.
-25-
34.9 Subject to Article 24, the covenants herein contained shall apply to and
bind the heirs, successors, executors, administrators and assigns of all the
parties hereto; and all of the parties shall be jointly and severally liable
hereunder.
34.10 No covenant, term or condition of this Lease shall be waived except by
written waiver of Landlord, and the forbearance or indulgence by Landlord in any
regard whatsoever shall not constitute a waiver of the covenant, term or
condition to be performed by Tenant to which the same shall apply, and until
complete performance by Tenant of such covenant term or condition, Landlord
shall be entitled to invoke any remedy available under this Lease or by law
despite such forbearance or indulgence. The waiver by Landlord of any breach or
term, covenant or condition hereof shall apply to and be limited to the specific
instance involved and shall not be deemed to apply to any other instance or to
any subsequent breach of the same or any other term, covenant or condition
hereof. Acceptance of rent by Landlord during a period in which Tenant is in
default in any respect other than payment of rent shall not be deemed a waiver
of the other default.
34.11 The use of a singular term in this Lease shall include the plural and the
use of the masculine, feminine or neuter genders shall include all others.
34.12 This Lease may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
34.13 A facsimile (FAX) signature shall be deemed to be an original. Offer and
acceptance by facsimile is binding.
34.14 Any reference to indemnify in this Lease means that the indemnitor will
defend, indemnify and hold the indemnitee harmless against any claims, demands,
losses or liabilities asserted against, or incurred by, the indemnitee to any
third party because of the subject matter of the indemnity. The scope of any
indemnity includes any costs and expenses, including reasonable attorney fees
incurred in defending any indemnified claim, or in enforcing the indemnity or
both. Any express indemnities contained in this Lease survive the Lease Term.
ARTICLE 35: NOTICES
Wherever in this Lease it is required or permitted that notice or demand be
given or served by either party to or on the other, such notice or demand shall
be given or served and shall not be deemed to have been duly given or served
unless in writing and delivered personally or forwarded by certified mail,
return receipt requested, if to Landlord, at the address set forth on page one
of this Lease; and if to Tenant, at the address on page one or at the Premises,
as well as to Xxxxxxxx and Xxxxxxxx, Xxxx Xxxxxx Xxx 000000, Xxxxxx, Xxxxxxx
00000, attention: X. Xxxxxx Goodlette, Esquire.
Either party may change such address by written notice by certified mail to the
other. Service
-26-
of any notice or demand shall be deemed completed forty-eight (48) hours after
deposit thereof in the United States Postal Service with property postage
affixed or, if delivered in person, upon receipt thereof
ARTICLE 36: BROKER'S COMMISSIONS
Tenant represents and warrants that there are no claims for brokerage
commissions or finder's fees in connection with this Lease (excepting
commissions or fees approved or authorized in writing by Landlord). Tenant
agrees to indemnify Landlord against and hold it harmless for any commission as
a result of Tenant's actions.
ARTICLE 37: WAIVER OF JURY TRIAL
The parties (to fullest extent permitted by law) waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties against the
other on any matters arising out of this Lease or the relationship of Landlord
and Tenant.
ARTICLE 38: NO RECORDATION
This Lease shall not be recorded, nor shall the existence of this Lease be
mentioned by Tenant in any recorded document unless Landlord does so for
purposes of limiting Landlord's liability for construction liens.
ARTICLE 39: FINANCIAL STATEMENTS
Landlord may request from time to time, but no more regularly than yearly, and
Tenant shall provide, financial statements of Tenant and guarantors of the
Lease, as applicable. Tenant represents and warrants that the financial
statements delivered to Landlord are true and accurate. Any material inaccuracy
in the financial statements shall constitute an Event of Default.
ARTICLE 40: OFFER TO LEASE; LENDER APPROVAL
The submission of this Lease or any other material by Landlord to Tenant for
examination shall not be deemed to constitute any offer by Landlord of a
reservation to Tenant or an option to lease and this Lease shall become
effective as a binding instrument only upon the execution and delivery thereof
by both Landlord and Tenant.
ARTICLE 41: RADON GAS DISCLOSURE
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.
-27-
IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day and
year first above written.
/s/ [ILLEGIBLE] 5/10/95 /s/ Xxxxx X. Xxxxxx
------------------------------- --------------------------------------
Witness Date By: Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
--------------------------------
"Landlord"
/s/ [ILLEGIBLE]
------------------------------- --------------------------------------
Witness Date Title: President
--------------------------------
"Tenant"
-28-
EXHIBIT "D"
Acceptance of Space/Key Receipt Form
Date: _________________
LANDLORD: ----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
TENANT: ----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
Landlord and Tenant are parties to the following described Lease covering
Premises at ________________________ of the ________________________ located at
______________________________________ Naples, Florida.
DATE OF LEASE: ____________________
COMMENCEMENT DATE: ____________________
TERMINATION DATE: ____________________
TOTAL NET RENTABLE AREA OF PREMISES: ____________________
The Tenant acknowledges that:
(1) The Lease is the entire agreement between Landlord and Tenant;
(2) The full rent due under the Lease begins as of the Commencement
Date;
(3) The Premises have been completed, accepted "as and occupied by
Tenant in accordance with the terms of the Lease; and
(4) Tenant has received _________ key(s) for the Premises.
Landlord and Tenant understand that mortgagees and future Owners may rely on
this form.
"Tenant" "Landlord"
By: By:
-------------------------------- -----------------------------------
Its: Its:
------------------------------- ----------------------------------
[GRAPHIC OMITTED]
FOURTH FLOOR PLAN - INTEGRATED HEALTH SERVICES - OPTION 3
Lease Addendum
This Lease Addendum is made and entered into this 1st day of May, 1995, by and
between WCN Communities, Inc., Landlord, and Integrated Health Services, Inc.,
Tenant, and is incorporated into that certain Office Lease Agreement of even
date herewith entered into by Landlord and Tenant wherein Landlord has leased to
Tenant, and Tenant has leased and accepted from Landlord, certain office space
located on the first floor of the office building at 0000 Xxxxxxx Xxx Xxxxxxxxx,
Xxxxxx, Xxxxxxx 00000, which is outlined and crosshatched on Exhibit "A"
attached to and made a part of said Office Lease Agreement (the "Lease").
The following provision is added to the Lease in Article 3; Section 1:
Tenant's obligation to pay the Minimum Monthly Rent for the first 3 months
of the Lease Term is waived. Tenant's obligation to pay Minimum Monthly
rent shall commence on the first day of the fourth month of Tenant's Lease
Term
All other obligations of Tenant under this Lease shall be in full force and
effect during the entire term of this Lease.
In witness whereof the parties have duly executed this Lease Addendum as of the
day and year first above written.
Integrated Health Services, Inc. WCN Communities, Inc.
------------------------------------- --------------------------------------
By: By:
---------------------------------- -----------------------------------
Title: Title:
------------------------------- --------------------------------
"Tenant" "Landlord"
EXHIBIT "B"
Building Standard Workletter
Building Standard Shell and Allowance
This Exhibit "B" sets forth the respective obligations of, and the procedures to
be followed by, Landlord and Tenant in the design and construction of those
improvements which will prepare the Premises for Tenant's use and occupancy
("Leasehold Improvements"), including the payment of design and construction
costs.
I. Definitions.
1.0 As used in the Lease and this Exhibit B:
1.0.1 The term "Building Standard Improvements" refers to those
improvements set forth in Section 3.4 of this Exhibit.
1.0.2 The term "Building Standard" refers to those brands, designs,
finishes or techniques selected by Landlord for construction of the Building
Standard Improvements.
1.0.3 The term "Non-Building Standard" means brands, designs,
finishes and techniques other than those selected by Landlord.
1.0.4 The term "Non-Building Standard Improvements" means
improvements to the Premises in addition to those improvements set forth in
Section 3.4 of this Exhibit.
1.0.5 The term "Rented Area" means the total area within the
Premises as measured from the interior surface of exterior glass, or exterior
walls and from the midpoint of demising walls or walls separating the Premises
from areas devoted to lobbies, corridors, hallways, elevator foyers and shafts,
restrooms, mail rooms, mechanical rooms and shafts, janitor closets and other
similar facilities.
II. General Procedures For Preparing Plans And Specifications.
2.0 Landlord's Space Planner will prepare a Space Plan for the Premises at
Landlord's expense. Unless a Space Plan for the Premises has already been
approved by Landlord and Tenant, Tenant agrees, within thirty (30) business days
of commencement of construction of the Building, to meet with Landlord's Space
Planner and to provide at the meeting criteria for preparation of a Space Plan.
Criteria includes:
2.0.1 Approximate location of all partitions, doors, electrical and
telephone outlets and switches. Special requirements for electrical and
telephone circuits.
2.0.2 Type and color of wall and floor covering.
2.0.3 Details of all millwork, corridor entrances, water and drain supply
requirements and Non-Building Standard electrical outlets.
2.0.4 Information on Non-Building Standard Improvement HVAC requirements
(special heat generating equipment).
2.0.5 Weight and location of exceptionally heavy equipment.
2.0.6 Dimensions of all equipment to be built in.
2.0.7 Keying schedule.
2.0.8 Lighting arrangement.
Within five (5) business days of Tenant's receipt of the Space Plan, Tenant will
provide Landlord with Tenant's approval of the Space Plan or specific objections
thereto.
2.1 Upon approval of the Space Plan, Landlord agrees to provide, at
Landlord's sole expense:
2.1.1 Complete finished and detailed construction drawings and
specifications for Tenant's partition layout, reflected ceiling, telephone and
electrical outlets and switches, finish schedule and other work required for
Tenant's Leasehold Improvements.
2.1.2 Complete mechanical and electrical drawings and specifications
(for installation of air conditioning system and duct work, and heating and
electrical facilities) for the work required for Tenant's Leasehold
Improvements.
2.2 Tenant shall pay to Landlord any additional cost of construction
drawings and specifications incurred because of any Tenant requirements for
Non-Building Standard work or Improvements. All Non-Building Standard work or
Improvements desired by Tenant shall in Landlord's opinion, equal or exceed the
quality established by the Building Standard Improvements as listed herein.
2.3 All plans and specifications plus Landlord's price for construction of
Non-Building Standard work, shall be submitted to Tenant for review and for
Tenant's written approval which Tenant will issue within five days of receipt of
the plans, specifications and price. In addition, such plans are expressly
subject to Landlord's written approval, which Landlord covenants it will not
unreasonably withhold or delay.
2.4 Following approval by Tenant, any changes, modifications or
alterations of or to Tenant's drawings and specifications requested by Tenant
shall be subject to Landlord's approval. Any additional charges, expenses or
costs, including Landlord's architect's fees, incurred by Landlord in approving
said changes, modifications or alterations shall be paid by Tenant. No
-2-
changes, modifications or alterations of or to any approved drawings shall be
made without the written consent of the Landlord after written request therefor
by the Tenant.
2.5 Landlord, at its sole cost and expense, will cause said plans to be
filed with the appropriate governmental agencies, in such form as may be
required for construction and occupancy.
III. Landlord's Obligations To Construct And Pay For Improvements.
3.0 Section 3.3 contains a general description of the Building
construction, and limitations of same, which will be provided by Landlord at
Landlord's expense. Selection of structural systems, materials and finishes will
be by Landlord. A detailed description of Landlord's construction is set forth
in Landlord's plans and specifications for the Building which are available for
review by Tenant and Tenant's architect or engineer.
3.1 If the work described in Tenant's drawings and specifications requires
additions or changes to Landlord's plans and specifications or additions or
changes to Landlord's construction obligations under this Article III, Tenant
agrees to pay Landlord any increased cost resulting from the additions or
changes, including construction expenses and architectural and engineering
costs.
3.2 Landlord's construction and standard finishes are designed for normal
office use. Any reference to construction by Landlord to Code requirements shall
be deemed to mean Code requirements for normal office use.
3.3 Landlord shall provide a Shell Office Building to contain the Premises
as hereinafter set forth:
3.3.1 All structural wall, floor and roof support systems to support
office floor live loads including partitions, ceilings, etc., of seventy (70)
pounds per square foot.
3.3.2 All exterior glass, wall finishes or weather protection
systems.
3.3.3 Common toilet facilities, per Code, common lobbies, foyers,
stairs and elevators.
3.3.4 Automobile parking facilities including paving, lighting and
mechanical ventilation of parking structure, if applicable.
3.3.5 Central plant heating and air conditioning with main supply to
tenant suites, including air handling equipment. Distribution duct work is not
included.
3.3.6 Main electrical service to Building and distribution of
electrical power from main service to predetermined distribution points on each
floor.
-3-
3.3.7 Electrical grid system to feed lighting. Installation and
connection of light fixtures is not included.
3.3.8 Main fire sprinkler piping with heads established on a
predetermined pattern.
3.4 Landlord has established the components set forth in Paragraphs 3.4.1
through 3.4.10 as being those Leasehold Improvements considered the Building
Standards for Tenant finish, materials and equipment. Tenant has agreed to
accept the Leasehold Improvement Allowance provided for in Article 9.1 of the
Lease. Tenant's Leasehold Improvements which are substantially equivalent to the
Building Standard Improvements set forth in this Section 3.4 in terms of
quantity, function and cost, will be deemed to be Building Standard Improvements
for purposes of Articles 17, 18 and 21 of the Lease and Article II and Paragraph
5.3.4 of this Exhibit "B".
3.4.1 Flooring
a) Carpet: (specifications here)
b) Vinyl tile: (specifications here)
3.4.2 Ceiling
a) Acoustical Tile: (specifications here) tile with 24 x 24
(specifications here) grid. Installation of grid, including sway bracing and
hanger wires, is by tenant improvement contractor.
b) Lights: 24 x 24 bi-axial lamp fluorescent, 4" deep (9 cell)
parabolic fixtures with plug in connectors and air return slot.
c) Downlights: for accent only and in compliance with state
energy requirements. ("PL" fluorescent downlights with clear Alzak reflector).
d) Fire and Life Safety: smoke detectors, public address
system, annunciators, fire alarms, and energy management to connect to base
building system, utilizing the same manufacturers.
e) Sprinkler heads: rework existing system as required,
relocating sprinkler heads, and revising to semi-recessed type heads with white
escutcheon.
3.4.3 Air Distribution
a) Secondary distribution ducts from main duct loop, VAV
boxes, and distribution to perforated grilles at interior spaces, airbars at
walls.
b) VAV boxes with electric heat at perimeter zones.
c) Extension of controls to energy management system,
utilizing the same
-4-
manufacturer.
3.4.4 Walls
a) Steel studs at 24" o.c., 2-1/2", 25 gauge, with 1 layer of
5/8" drywall on each side, taped, sanded, and painted finish. Extend walls to 3"
above ceiling line, and brace diagonally to deck above at 48" p.c. minimum.
b) Full height demising or sound walls to be 4" steel studs,
20 gauge, at 24" o.c. Provide one layer of 5/8" type "X" drywall each side,
taped, sanded, painted and acoustical insulation in the cavity space.
c) Rubber Base: Xxxxx products, 2-1/2" high, xxxxx-xxxxx.
3.4.5 Doors and Hardware
a) Tenant space entry doors from corridor on multi-tenant
floor shall be 8'-10" high by 3'-0" wide (minimum) with maple veneer, plain
sliced, stained and/or painted.
b) Hardware, entry door: heavy duty lever type with mortise
locksets and deadbolts, brushed nickel silver finish to match base building.
Cylinder in locks to be compatible with base building keying system.
c) Interior doors to be solid core, stain grade, 3' wide x
8'-10" high with door hardware to be (specifications).
d) Doors, frames and hardware to be rated to meet state and
local codes.
3.4.6 Painting: All wall surfaces covered with flat latex finish
coat in colors selected by Tenant from Building Standard paint selection.
3.4.7 Electric Services: Electrical facilities sufficient for a
connected load of 2 xxxxx at 208/170 volts (three phase) per square foot of
Rented Area within the Premises. Additionally, include 2 dedicated 110 vac. One
for copy machine, one for telephone board.
3.4.8 Duplex Electrical Outlets: Wall mounted duplex electrical
outlets (120 xxxxx) with a minimum of one per 125 square feet of Rented Area
within the Premises.
3.4.9 Telephone Outlets: Provide for wall mounted telephone outlets
with a minimum amount of one outlet per 225 square feet of Rented Area within
the Premises.
3.4.10 Tenant I.D.: One (1) Tenant Identification sign at suite
entry per Landlord's Tenant sign criteria.
3.4.11 Other:
-5-
IV. Construction Of Tenant's Leasehold Improvements
4.0 Landlord agrees to construct Tenant's Leasehold Improvements at
Tenant's expense in accordance with the drawings and specifications prepared by
Landlord under Article II.
4.1 All mechanical, structural, electrical or plumbing modifications to
the Building required by Tenant shall be performed by Landlord's contractor or
contractors approved by Landlord.
4.2 For purposes of reconciling any amounts due from the Tenant to
Landlord under this Exhibit B, the Leasehold Improvement Allowance granted
Tenant under Section 9.1 of the Lease shall be deducted from the sum of (i)
architectural and engineering fees and any governmental or permitting fees
incurred by Landlord under Article II of this Exhibit B; (ii) architectural and
engineering fees and construction costs incurred by Landlord under Section 3.1
and 5.1 of this Exhibit; (iii) Landlord's contract price for construction of
Tenant's Leasehold Improvements under Section 4.0 of this Exhibit B (including
without limitation labor, materials, overhead, general conditions, sales tax,
bonds and permits and plan check fees; (iv) the cost of any other Tenant's work
(including preparation of drawings and specifications for Tenant's Leasehold
Improvements) done by Landlord for Tenant and (v) the cost of providing or
upgrading water, heating, cooling, air or electrical facilities for the
remainder of the Building should Tenant's Leasehold Improvements require Excess
Consumption (as defined in Section 18.2 of the Lease) from existing facilities,
but only to the extent necessary to compensate for Tenant's Excess Consumption.
Tenant agrees to pay Landlord any excess of the sum of (i) through (v) over the
Leasehold Improvement Allowance within ten (10) days after receipt of a
statement therefor from Landlord. If the Leasehold Improvement Allowance exceeds
the sum of (i) through (v), Landlord will apply such surplus to the last rental
payments due under the Lease. Any failure of Tenant to pay said costs when due
shall constitute a default under the terms of the Lease in like manner as the
failure to pay rental when due.
4.3 If the estimated total Leasehold Improvement Costs exceed the
Leasehold Improvement Allowance, Landlord may estimate the amount of any excess
amounts to be paid by Tenant under this Article IV and require Tenant to prepay
the estimated excess costs prior to performance of any work or authorization of
any service. Any failure of Tenant to pay said costs within twenty (20) days
after receipt of a written request therefor shall constitute a material default
by Tenant under the terms of the Lease.
V. Completion Of Tenant's Improvements
5.1 Landlord agrees to obtain any Certificate of Occupancy required by the
local building department or other governmental agency.
5.2 The term "Substantial Completion" as used in this Exhibit B or in the
Lease means that state of completion of the Premises which will allow Tenant to
begin Tenant's occupation of the Premises without material interference from
Landlord's contractor or material delay caused
-6-
by Landlord's failure to have completed Landlord's work under Section 3.4 of
this Exhibit.
5.3 Notwithstanding any time period established herein for this submission
and approval of Tenant's plans or for the construction of improvements, the
Lease Term and Tenant's obligation to pay rent shall commence as set forth in
Section 2.2 of the Lease; provided, however, if Commencement Date is determined
under Section 2.2 of the Lease by the date of Substantial Completion, said
Commencement Date will be accelerated one day for each day Substantial
Completion is delayed by reason of:
5.3.1 Tenant's failure to provide the space layout criteria required under
Section 2.0 of this Exhibit or to approve the Space Plan within the time period
set forth.
5.3.2 Tenant's changes in Space Plan or drawings and specifications after
initial approval.
5.3.3 The performance by a person, firm or corporation employed by Tenant
and the completion of said work by said person, firm or corporation including
delays to Landlord's contractor caused by Tenant's contractor.
5.3.4 It is Landlord's and Tenant's intention that Substantial Completion
shall be deemed to have occurred upon that date which would be the date of
Substantial Completion were the Premises to be constructed with the Building
Standards Improvements.
-7-
EXHIBIT "C"
RULES AND REGULATIONS
The Tenant shall observe the following Rules and Regulations (as amended,
modified or supplemented from time to time by the Landlord as provided in the
Lease):
1. The sidewalks, entries, corridors, passages, elevators and common staircases
shall not be obstructed or used by the Tenant, its agents, servants,
contractors, invitees or employees for any purpose other than ingress to and
egress from the Leased Premises. The Landlord reserves entire control of all
parts of the Building used for the common benefit of the Tenants and without
restricting the generality of the foregoing, the sidewalks, entries, corridors,
passages, not within the Leased Premises, washrooms, lavatories,
air-conditioning closets, fan rooms, janitor's closets, electrical closets and
other closets, stairs, elevator shafts, flues, stacks, pipe shafts and ducts,
and shall have the right to place such signs and appliances therein, as it may
deem advisable, provided that ingress to and egress from the Leased Premises are
not unduly impaired thereby.
2. The Landlord may require that all or any persons entering or leaving the
Building at any time other than normal Business Hours satisfactorily identify
themselves and register in books kept for the purpose, and may prevent any
person from entering the Leased Premises unless provided with a key thereto and
a pass or other authorization from the Tenant in a form satisfactory to the
Landlord, and may prevent any person removing any goods therefrom without
written authorization. Any person found in the Building at such times without
such keys or passes will be subject to the surveillance of the employees and
agents of the Landlord. The Landlord shall be under no responsibility for
failure to enforce this rule.
3. The Tenant shall not place or cause to be placed any additional locks or
other security devices upon any doors of the Leased Premises without the
approval of the Landlord and subject to any condition imposed by the Landlord.
Additional keys may be obtained from the Landlord at the cost of the Tenant.
4. Canvassing, soliciting and peddling in the Building are prohibited.
5. The Tenant shall not install or permit the installation or use of any machine
dispensing goods for sale in the Leased Premises or the Building or permit the
delivery of any food or beverage to the Leased Premises without the approval of
the Landlord or in contravention of any regulations fixed or to be fixed by the
Landlord. Only persons authorized by the Landlord shall be permitted to deliver,
or to use the elevators in the Building for the purpose of delivering food or
beverages to the Leased Premises.
6. Landlord shall have the right to prohibit any advertising by Tenant which, in
Landlord's reasonable opinion, tends to impair the reputation of the Building or
its desirability as a building for offices. Upon written notice from Landlord,
Tenant shall refrain from or discontinue such advertising.
7. The Tenant, its agents, servants, contractors, invitees or employees shall
not bring in or take out, position, construct, install or move any safe,
business machine or other heavy office equipment or heavy merchandise liable to
overload, injure or destroy any part of the Building without first obtaining the
consent in writing of the Landlord. In giving such consent, the Landlord shall
have the right in its sole discretion, to prescribe the routes for moving such
heavy items into or out of the Building, the weight permitted, the position
thereof and the use and design of planks, skids or platforms to distribute the
weight thereof. All damage done to the Building by moving or using any such
heavy equipment or other office equipment or furniture shall be borne by the
Tenant and any works shall occur only between 6:00 P.M. and the following 8:00
A.M. or at any other time consented to by the Landlord, and persons employed to
move the same in and out of the Building must be acceptable to the Landlord.
Safes and other heavy office equipment may be moved through the halls and
corridors only upon steel bearing plates. No freight or bulky matter of any
description may be received into the Building or carried in the elevators,
except during hours approved by the Landlord.
8. Any hand trucks, carry alls or similar appliance used in the Building shall
be equipped with rubber tires, side guards and such other safeguards as the
Landlord may require.
9. The water closets and other water apparatus shall not be used for any purpose
other than those for which they are constructed, and no sweepings, rubbish,
rags, ashes or other substances shall be thrown therein. Any damage resulting by
misuse by the Tenant or its agents, servants or employees shall be borne by
Tenant.
10. The Tenant shall not xxxx, paint, drill into or in any way deface the walls,
ceilings, partitions, floors or any other parts of the Leased Premises or the
Building except with the prior written consent of the Landlord and as it may
direct.
11. The Tenant must observe strict care not to allow its doors or windows to
remain open so as to admit rain or so as to interfere with the heating or
air-conditioning of the Building. Any injury or damage caused to the Building or
its appointments, furnishings, heating, air-conditioning, or other appliances or
to any other Tenant or the premises occupied by any other Tenant, by reason of
doors or windows being left open so as to admit rain, or by interference with or
neglect of the heating, air-conditioning, or other appliances, or by reason of
any other misconduct or neglect upon the part of the Tenant or any other person
or servant subject to it, shall be made good by the Tenant in whose premises the
neglect, interference or misconduct occurred.
12. The Landlord will have the care of all heating and air-conditioning
appliances and give all information for the regulation of same.
13. The Tenant shall give the Landlord prompt notice of any accident to or any
defect in any plumbing, heating, air-conditioning, mechanical or electrical
appliance or any other part of the Building.
-2-
14. The Tenant shall not do or permit anything to be done in or upon the Leased
Premises or bring or keep anything herein which will in any way increase the
risk of fire, or obstruct or interfere with the rights of other Tenant's or
violate or conflict with the laws relating to fire or with the regulations of
the Fire Department, of the Health Department, or with any of the rules of the
applicable governing authority.
15. The Tenant shall not permit the use of any electrical apparatus likely to
cause an overloading of electrical circuits.
16. No inflammable oils or other inflammable, dangerous or explosive materials
shall be kept or permitted to be kept in the Leased Premises or the Building.
17. Nothing shall be placed on balconies or the outside of the window xxxxx or
projections.
18. Landlord shall have the right to install separate utility meters to the
Premises if deemed appropriate by the Landlord.
19. The Tenant shall keep the Leased Premises in a good state of preservation
and cleanliness, and shall not suffer any accumulation of useless property or
rubbish therein. The Tenant will not place or allow to be placed in or on the
sidewalks, entries, corridors or common staircases any waste paper, dust,
garbage, refuse or anything whatever that would tend to make them unclean or
untidy.
20. The Tenant shall permit window cleaners to clean the windows of the Leased
Premises during Normal Business Hours.
21. Furniture, effects and supplies shall not be taken into or removed from the
Leased Premises, except at such time and in such manner as may be previously
approved by the Landlord.
22. No one shall use the Leased Premises for sleeping apartments or residential
purposes or for the storage of personal effects or articles other than those
required for business purposes.
23. The Tenant, its clerks or servant shall not make, commit or permit any
improper noises in the Building, nor shall they operate or permit to be operated
any musical or sound producing instrument or other devise inside or outside the
Leased Premises, which in the opinion of the Landlord is disturbing to the other
Tenants of the Building.
24. The Tenant, its clerks or servants shall not lounge about doors or corridors
or interfere in any way with other Tenants or those having business with them.
25. No animals or birds (except for seeing eye dogs) shall be brought into the
Building nor kept in or about the Leased Premises.
-3-
26. The windows, glass doors and the lights that reflect or admit light into the
corridors, common areas or other places in the Building shall not be covered or
obstructed by the Tenant and no awning shall be put up, with the written consent
of the Landlord. Nothing, whether books, packages, flower pots or any other
articles whatsoever shall be placed upon or hung from the window xxxxx.
27. Any window covering installed by Tenant facing the interior surface of
exterior windows shall be subject to the prior approval of the Landlord as to
color and materials and the Tenant shall not hang and will remove any window
coverings which in the opinion of the Landlord do not conform to any uniform
scheme of window coverings established for the Building.
28. No bicycles or other similar vehicles shall be brought into or kept by
Tenant in or about the Premises or the Building.
29. The Landlord shall have the right to make such other and further reasonable
rules and regulations as in its judgement may from time to time be needful for
the safety, care, cleanliness and appearance of the Leased Premises and the
Building, and for the preservations of good order therein and the same shall be
kept and observed by the Tenant, its clerks and servants.
30. The foregoing Rules and Regulations, as from time to time amended, are not
necessarily of uniform application, but may be waived in whole or in part in
respect of other Tenants without affecting their enforceability with respect to
the Tenant and the Leased Premises, and may be waived in whole or in part with
respect to the Leased Premises without waiving them as to future application to
the Leased Premises, and the imposition of such Rules and Regulations shall not
create or imply any obligation of the Landlord to enforce them or create any
liability of the Landlord for their non-enforcement.
31. The Tenant agrees to the foregoing Rules and Regulations, which are hereby
made a part of the Lease, and each of them, and agrees that for such persistent
infractions of them, or any of them, as may be the opinion of the Landlord be
calculated to annoy or disturb the quiet enjoyment of any other Tenant, or
anyone under it, the Landlord may declare a forfeiture and cancellation of the
Lease and may demand possession of the Leased Premises upon one week's written
notice to the Tenant.
-4-
EXHIBIT B
[GRAPHIC OMITTED]
FOURTH FLOOR
