1
Exhibit 10.7
LEASE
AIRSIDE COMMERCE PARK
LESSOR: LANDO TRADEPORT LIMITED PARTNERSHIP
LESSEE: WORLD COMMERCE ONLINE, INC.
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TABLE OF CONTENTS
PAGE
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SECTION 1 CONSTRUCTION OF BUILDING...................................................................................1
SECTION 2 POSSESSION AND COMMENCEMENT OF TERM........................................................................2
SECTION 3 ANNUAL RENTAL..............................................................................................3
SECTION 4 ANNUAL ADJUSTMENTS TO ANNUAL RENT..........................................................................5
SECTION 5 TAXES, ASSESSMENTS AND UTILITIES...........................................................................5
SECTION 6 USE OF PREMISES............................................................................................7
SECTION 7 OPERATION AND MAINTENANCE OF COMMON AREAS..................................................................9
SECTION 8 MAINTENANCE AND REPAIRS OF LEASED PREMISES................................................................11
SECTION 9 ALTERATIONS...............................................................................................12
SECTION 10 LIENS.....................................................................................................13
SECTION 11 INSURANCE AND INDEMNIFICATION.............................................................................13
SECTION 12 DESTRUCTION OF LEASED PREMISES............................................................................15
SECTION 13 EMINENT DOMAIN............................................................................................16
SECTION 14 ASSIGNMENT AND SUBLETTING.................................................................................17
SECTION 15 ACCESS TO PREMISES........................................................................................18
SECTION 16 FIXTURES AND EQUIPMENT....................................................................................18
SECTION 17 NOTICE OR DEMANDS.........................................................................................18
SECTION 18 BANKRUPTCY................................................................................................19
SECTION 19 DEFAULT OF THE LESSEE, RE-ENTRY AND DAMAGES...............................................................20
SECTION 20 SURRENDER OF PREMISES ON TERMINATION......................................................................22
SECTION 21 OFFSET STATEMENT, SUBORDINATION AND ATTORNMENT............................................................23
SECTION 22 RULES AND REGULATIONS.....................................................................................24
SECTION 23 SECURITY DEPOSIT..........................................................................................24
SECTION 24 HOLDING OVER..............................................................................................25
SECTION 25 LESSEE'S PROPERTY.........................................................................................25
SECTION 26 DEFINITION................................................................................................26
SECTION 27 MISCELLANEOUS.............................................................................................26
SECTION 28 RELOCATION................................................................................................28
SECTION 29 LESSEE'S OPTIONAL LEASE TERMINATION RIGHT.................................................................28
EXHIBIT "A"
EXHIBIT "B"
EXHIBIT "C"
EXHIBIT "D"
(i)
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LEASE
AIRSIDE COMMERCE PARK
This LEASE is made as of the 15th day of February, 1999, by and
between LANDO TRADEPORT LIMITED PARTNERSHIP, the address of which is 0000
Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, 00000 as Lessor and WORLD COMMERCE ONLINE,
INC., the address of which is 0000 XXXXXXXXX XXXXX, XXXXXXX, XXXXXXX, as
Lessee.
IN CONSIDERATION OF the rents to be paid and the mutual. covenants,
promises and agreements herein set forth, Lessor and Lessee agree as follows:
Lessor hereby leases unto Lessee a portion of a building premises
situated in the City of Orlando, County of Orange, State of Florida, in a
development commonly known as AIRSIDE COMMERCE PARK, which development is shown
on the site plan marked Exhibit A attached hereto and trade a part thereof,
such Leased Premises being outlined in red thereon. The legal description of
AIRSIDE COMMERCE PARK is more particularly described on Exhibit B attached
hereto and made a part hereof.
TO HAVE AND TO HOLD for a term of four (4) years, commencing on April
1, 1999, and terminating on MARCH 31, 2003.
SECTION 1
CONSTRUCTION OF BUILDING
Section 1.01: Lessor shall deliver the leased premises in
accordance with Exhibit "D" attached hereto and made a part hereof. The leased
premises shall be deemed ready for Tenant's occupancy when Landlord shall `
have delivered the leased premises to Tenant pursuant to Exhibit "D", which
shall be deemed part of the building premises referred to above. The Leased
Premises shall consist of an exterior of approximately 21, 852 square feet, for
Bay P/front through V more or less of the south building, on one floor, more
particularly known as 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx. No minor change
from such plans which may be necessary during construction shall affect, change
or invalidate this Lease..
Section 1.02: The exterior portion of the exterior walls and
the roof of the Leased Premises and the area beneath said Leased Premises are
not demised hereunder, and the use together with the right to install,
maintain, use, repair and replace pipes, ducts, wires, structural elements, or
any other construction elements, leading through, over, or under the Leased
Premises in locations which will not materially interfere with the Lessee's use
hereof and serving other parts of Airside Commerce Park are hereby reserved
unto the Lessor.
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Section 1.03: Lessee shall be allocated a maximum of eighty
four (84) car spaces which spaces will not be designated but will be part of
the total spaces as shown on Exhibit "A" and in no event will Lessee, its
invitees, employees and agents be allowed collectively to use more than eighty
four (84) car spaces. A violation of this Section will give Lessor the right to
terminate this Lease.
Section 1.04: Lessor hereby reserves the right at any time,
from time to time, to make alterations or additions to, and to build additional
stories on the building in which the Leased Premises are located and to build
adjoining the same, provided such alterations or additions do not materially
adversely prevent Lessee from conducting its business with the Leased Premises.
Lessor also reserves the right at any time, and from time to time, to construct
other buildings and improvements in the development, and to build adjoining
thereto and to construct decks or elevated parking facilities and free-standing
buildings within the parking lot areas of the development or to change the
configuration including curb cuts, driveways and parking of the common areas.
The purpose of the site plan attached as Exhibit "A" is to show the approximate
location of the Leased Premises within the development. Lessor reserves the
right at any time to relocate the various buildings, parking areas and other
common areas shown on said site plan. If Lessor shall elect to modify the
development as permitted above, Lessor shall provide parking facilities as
shall be required by local ordinances.
Section 1.05: This Lease by and between Lando Tradeport
Limited Partnership as Lessor and World Commerce Online, Inc. as Lessee, dated
this date is subject to the Lease dated February 9, 1987 by and between The
Greater Orlando Aviation Authority as Lessor, and Lando Tradeport Limited
Partnership as Lessee covering the land as described in Exhibit B attached to
this Lease and Lessee, World Commerce Online, Inc., takes this Lease subject to
the Lease by and between The Greater Orlando Aviation Authority and Lando
Tradeport Limited Partnership.
SECTION 2
POSSESSION AND COMMENCEMENT OF TERM
Section 2.01: Except as otherwise provided in this Lease, the
Leased Premises shall be deemed ready for Lessee's occupancy when Lessor shall
have substantially completed construction of said Leased Premises pursuant to
the plans on Exhibit "D". By occupying the Leased Premises, Lessee will be
deemed to have accepted the Leased Premises and acknowledged that they are in
the condition called for hereunder. The rentals herein reserved and the term of
this Lease shall commence on the date when the Leased Premises are delivered to
Lessee as required hereunder. Lessor will require its contractor to cooperate
with Lessee's installers of equipment, trade fixtures, furnishings and
decorations attached to the real estate improvements to the maximum extent
possible, but delay of or interference with construction caused by such
installers shall not postpone the commencement of the term or obligation to
commence paying rent.
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Section 2.02: In the event Lessor fails to deliver the Leased
Premises on the commencement date because the Leased Premises are not then
ready for occupancy, or because the previous occupant of said Leased Premises
is holding over, or for any other cause whatsoever, Lessor shall not be liable
to Lessee for damages as a result of Lessor's delay in delivering such Leased
Premises, and Lessee shall have no right to terminate the Lease or contest the
validity of the Lease, and the commencement date of the Lease shall be
postponed until such time as the Leased Premises are ready for Lessee's
occupancy provided such postponed termination date shall occur on the last day
of a calendar month; if not, then such termination date shall be extended by an
additional period so as to fall on the last day of such calendar month in which
it would otherwise occur.
Section 2.03: Lessee acknowledges Exhibit "D", which outlines
Lessor's construction obligations. Lessee's construction requirements may
exceed Lessor's construction obligation in which event Lessee shall pay Lessor
one half of such excess amount at the time of execution of this Lease and the
balance at the time of delivery of occupancy of the Leased Premises by Lessor
to Lessee.
In the event Lessee fails to pay said amount due as specified
herein, on the dates specified, Lessee shall pay interest on the past due
amounts at the highest rate allowed by law, and Lessor shall have all rights
and remedies pursuant to this Lease as if Lessee failed to pay monthly rental.
SECTION 3
ANNUAL RENTAL
Section 3.01: Tenant shall pay to Landlord as rent for the
Leased Premises commencing with the first (1st) month of the term of this Lease
and continuing through the twelfth (12th) month of the term of the Lease the
annual sum of ONE HUNDRED NINETY SIX THOUSAND, SIX HUNDRED SIXTY EIGHT AND
00/100 DOLLARS ($196,668.00), payable in equal consecutive monthly installments
of SIXTEEN THOUSAND THREE HUNDRED EIGHTY NINE AND 00/100 DOLLARS ($16,389.00)
each, plus Florida Sales Tax; commencing with the thirteenth (13th) month of
the term of this Lease and continuing through the twenty fourth (24th) month of
the term of the Lease the annual sum of TWO HUNDRED EIGHTEEN THOUSAND, FIVE
HUNDRED TWENTY AND 00/100 DOLLARS ($218,520.00), payable in equal consecutive
monthly installments of EIGHTEEN THOUSAND TWO HUNDRED TEN AND 00/100 DOLLARS
($18,210.00) each, plus Florida Sales Tax; commencing with the twenty fifth
(25th) month of the term of this Lease and continuing through the thirty sixth
(36th) month of the term of the Lease the annual sum of TWO HUNDRED TWENTY NINE
THOUSAND, FOUR HUNDRED FORTY SIX AND 00/100 DOLLARS ($229,446.00), payable in
equal consecutive monthly installments of NINETEEN THOUSAND ONE HUNDRED TWENTY
AND 50/100 DOLLARS ($19,120.50) each, plus Florida Sales Tax; commencing with
the thirty seventh (37th) month of the term of this Lease and continuing
through the forty eighth (48th) month of the term of the Lease the annual sum
of TWO
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HUNDRED TWENTY NINE THOUSAND, FOUR HUNDRED FORTY SIX AND 00/100 DOLLARS
($229,446.00), payable in equal consecutive monthly installments of NINETEEN
THOUSAND ONE HUNDRED TWENTY AND 50/100 DOLLARS ($19,120.50) each, plus Florida
Sales Tax; all such monthly installments shall be payable in advance at the
office of the Building Manager, or such other place as Landlord may designate
in writing, plus Florida Sales Tax upon the first day of each and every month
throughout the term of this Lease without any prior demand thereafter and
without any deduction or set-offs whatsoever. If the Lease term shall commence
on a day other than the first day of a calendar month or shall end on a day
other than the last day of a calendar month, then the rental for such month
shall be prorated upon a daily basis upon a thirty (30) day calendar month.
The first month's rent in the amount of SIXTEEN THOUSAND
THREE HUNDRED EIGHTY NINE AND 00/100 DOLLARS ($16,389.00) plus Florida sales
tax, is due and payable upon execution of this lease agreement. The rental
payments shall be made by Lessee or the office of Lessor without prior demand
therefor and without any deductions or set-offs whatsoever. Provided, however,
that if the Lease term shall commence on a day other than the first day of a
calendar month or shall end on a day other than the last day of a calendar
month, then the rental for such month shall be prorated upon a daily basis
based upon a thirty (30) day calendar month.
Any installment of rent accruing hereunder and any other sum
payable hereunder by the Tenant to the Landlord not paid when due, shall bear
interest at the highest rate allowed by law per annum from the date when the
same shall respectively become payable until the same shall be paid, and time
is of the essence of this agreement.
Any and all other sums of money or charges required to be
paid by the Tenant under this Lease shall be deemed to be additional rent
payable when due and without any deductions or setoffs whatsoever and shall be
payable to Landlord at the place where the monthly rental is payable. Tenant's
failure to pay any such amounts or charges when due shall carry with it the
same consequences as Tenant's failure to pay monthly rent.
Section 3.02: Lessor and Lessee intend that the Annual Rental
shall be net to Lessor, so that this Lease shall yield, net to Lessor, not less
than the minimum net annual rental specified in, Section 3.01 hereof during the
term of this Lease, and that all costs, expenses and charges of every kind and
nature relating to the demised premises which may be attributable to, or become
due during the term of this Lease shall be paid by Lessee and that Lessor shall
be indemnified and saved harmless by Lessee from and against the same.
Provided, however, that if the Lease term shall commence on a day other than
the first day of a calendar month or shall end. on a day other than the last
day of a calendar month, then the rental for such month shall be prorated upon
a daily basis based upon a thirty (30) day calendar month.
Section 3.03: Rent shall be defined in this Lease as Annual
Rental and additional rental, which sums shall be payable in the manner
provided in this Lease. All other sums of money or charges required to be paid
by Lessee under this Lease or in the Exhibits attached hereto shall be due and
payable ten (10) days after written demand, unless otherwise provided
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herein, without any deductions. or set-offs whatsoever and shall be treated as
rent for the purpose of this Lease. Lessee's failure to pay any such amounts or
charges when due shall carry with it the same consequences under this Lease as
Lessee's failure to pay monthly rental. All such amounts or charges shall be
payable to Lessor at the place where the fixed monthly rental is payable.
SECTION 4
ANNUAL ADJUSTMENTS TO ANNUAL RENT
[This section has been deleted in its entirety.]
SECTION 5
TAXES, ASSESSMENTS AND UTILITIES
Section 5.01: Lessee agrees to pay to Lessor its
proportionate share of all taxes and assessments which have been or may be
levied or assessed by any lawful authority, for any calendar year during the
term hereof against the land and buildings presently and/or at any time during
the term of this Lease comprising AIRSIDE COMMERCE PARK. Lessee further agrees
to pay its proportionate share of an "amount in lieu of taxes" or an
"additional amount in lieu of taxes" as may be assessed to or on Lessor or on
its land or its improvements, in the event Lessor's, or Lessee's leasehold
interest, or Lessor's or Lessee's leasehold improvements are not subject to the
City of Orlando ad valorem tax levy. Lessee's proportionate share shall be
equal. to the product obtained by multiplying such taxes and assessments by a
fraction, the numerator of which shall be the number of square feet of floor
area in the Leased Premises, and the denominator of which shall be the total
number of square feet of net constructed leasable floor area in Airside
Commerce Park, plus fifteen percent (15%) administration fee. Any tax and/or
assessment or payment in lieu thereof of any kind or nature presently or
hereafter imposed by the State of Florida or any political subdivision thereof
or any governmental authority having jurisdiction thereover, upon, against or
with respect to the rentals payable by tenants in Airside Commerce Park or with
respect to the Lessor's, or the individuals' or entities' which form the Lessor
herein, ownership of the land and buildings presently and/or at any time during
the term of the Lease comprising the AIRSIDE COMMERCE PARK, or on the receipt
by Lessor of any payments from Lessee, or on the income of Lessor derived from
Airside Commerce Park either by way of substitution for all or any part of the
taxes and assessments levied or assessed against such land and such buildings,
or in addition thereto, or any other tax or assessment assessed by any proper
taxing authority on Lessor's leasehold interest or on any improvements on such
leasehold interest, shall be deemed to constitute a tax and/or assessment
against such land and such buildings for the purpose of this Section and Lessee
shall be obligated to pay its proportionate share thereof as provided herein.
In addition, Lessee shall also be obligated to pay any sales tax or any other
tax imposed by any governmental authority on the payment by Lessee or on the
receipt by Lessor of any and all payments from Lessee. If the sales tax or any
other tax
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is separately assessed, then Lessee shall pay that amount imposed on the
individual payments of Lessee, if the sales tax or any other tax is not
separately assessed, the Lessee shall pay its proportionate share monthly as
provided-herein. All costs and expenses incurred by Lessor in connection with
negotiations for, or contests, (including litigation) of the amount of the
taxes shall be included within the term taxes.
Section 5.02: Lessee's share of all of the aforesaid taxes
and assessments levied or assessed for or during the term hereof, as determined
by Lessor, shall be paid in monthly installments on or before the first day of
each calendar month, in advance, in an amount estimated by Lessor; provided,
that in the event Lessor is required under any mortgage covering the land and
improvements leased to Lessee to escrow real estate taxes, Lessor may, but
shall not be obligated to, use the amount required to be so escrowed as a basis
for its estimate of the monthly installments due from Lessee hereunder. Upon
receipt of all tax bills and assessment bills attributable to any calendar year
during the term hereof, Lessor shall furnish Lessee with a written statement
of the actual amount of Lessee's share of the taxes and assessments for such
year. In the event no tax xxxx is available, Lessor will compute the amount of
such tax. If the total amount paid by Lessee under this Section for any
calendar year during the term of this Lease shall be less than the actual
amount due from Lessee for such year, as shown on such statement, Lessee shall
pay to Lessor the difference between the amount paid by Lessee and the actual
amount due, such deficiency to be paid within ten (10) days after demand
therefor by Lessor; and if the total amount paid by Lessee hereunder for any
such calendar year shall exceed such actual amount due from Lessee for such
calendar year, such excess shall be credited against the next installment of
taxes and assessments due from Lessee to Lessor hereunder. All amounts due
hereunder shall be payable to Lessor at the place where the monthly rental is
payable. For the calendar years in which this Lease commences and terminates,
the provisions of this Section shall apply, and Lessee's liability for its
proportionate share of any taxes and assessments for such years shall be
subject to a pro rata adjustment based on the number of days of said calendar
years during which the term of this Lease is in effect. A copy of a tax xxxx or
assessment xxxx submitted by Lessor to Lessee shall at all times be sufficient
evidence of the amount of tax and/or assessments assessed or levied `against
the property to which such xxxx relates. Prior to or at the commencement of the
term of this Lease and from time to time thereafter throughout the term hereof,
Lessor shall notify Lessee in writing of Lessor's estimate of Lessee's monthly
installments due hereunder. Lessor's and Lessee's obligations under this
Section shall survive the expiration of the term of this Lease.
Notwithstanding anything in this Section 5 to the contrary,
all costs and expenses incurred by Lessor in connection with negotiations for,
or contests (including litigation) of, the amount of the Taxes shall be
included within the term "Taxes". In the event a refund is obtained, Lessor
shall credit a portion thereof to "the next installment of taxes due from
Tenant in proportion to the share of such Taxes originally paid by Tenant from
which the refund was derived.
In addition to the foregoing, Tenant at all times shall be
responsible for and shall pay, before delinquency, all taxes levied, assessed
or unpaid on any leasehold interest, any right of occupancy, any investment of
Tenant in the Leased Premises, or any personal property of any
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kind owned, installed or used by Tenant, including Tenant's leasehold
improvements or on Tenant's right to occupy the Leased Premises.
Section 5.03: Lessee shall be solely responsible for and
shall promptly pay all charges for utility services (including but not limited
to water, gas, heat, electricity, telephone and sewer), furnished to or
consumed at the Leased Premises. If Lessor shall elect to supply any utility
services to the Leased Premises, Lessor shall charge Lessee for such utility
services at the applicable rates filed by Lessor with the proper regulatory
authorities and in effect from time to time covering such services, but no more
than the rates which would be charged by the local utility company. Payment for
any and all utility services used by Lessee shall be made within ten (10) days
of the presentation of bills therefor. Lessor shall have the right to cut off
and discontinue, without notice to Lessee, utility services or any other
service whenever and during any period for which bills for the same or for rent
or other obligations are not promptly paid by Lessee. The obligation of Lessee
to pay for all such utility services shall commence at the date of delivery of
possession of the Leased Premises to Lessee. Lessor shall not be liable in
damages or otherwise, should the furnishing of any services by it to the Leased
Premises be interrupted for any reason not attributable to the gross, willful
or wanton negligence of Lessor.
Section 5.04: In the event any or all of the foregoing
utilities are to be paid from an escrow fund required to be established by
Lessor or its financial institution under the terms of any financing, the
Lessor shall notify Lessee and Lessee shall be required to include with the
additional monthly payments referred to in Section 5.02 a monthly amount to
satisfy the estimated monthly utility costs. If the utilities, when due, exceed
the total amount then in the utility escrow, then the Lessee shall, upon
demand, pay any deficiency to Lessor. If such payments by Lessee, over the term
of the Lease, exceed the amount of utilities paid from the escrow, such excess
shall be refunded by Lessor to Lessee at the expiration of the Lease Term, or
when such excess is refunded by the financial institution to Lessor, whichever
first occurs. The utility escrow shall be adjusted as often as necessary to
provide sufficient funds to pay current utilities.
SECTION 6
USE OF PREMISES
Section 6.01: It is understood and agreed between the parties
that the Leased Premises during the continuance of this Lease shall be used and
occupied for office use only and for no other purpose whatsoever without the
prior written consent of Lessor. Lessee agrees that it will not use or permit
any person to use the Leased Premises or any part thereof for any use or
purpose in violation of the laws of the United States, the State of Florida,
County of Orange, the ordinances or other regulations of the City of Orlando,
the Greater Orlando Aviation Authority (GOAA) or of any other lawful
authorities. Lessee expressly agrees, on behalf of itself and its successors
and assigns, to prevent any use of the Leased Premises and any leasehold
improvements which would interfere with or adversely affect the operations or
maintenance of the Greater Orlando Airport (Airport) or which would otherwise
constitute a hazard at the
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Airport. Lessee expressly acknowledges the right of flight of aircraft through
the airspace above the surface of the Leased Premises together with such noise
as may be inherent in the operation of aircraft now known or hereafter used for
navigation of or flight in said airspace and the use of said airspace for
landing on, taking off from or operating from the Airport. During the term of
this Lease, the Lessee will keep the Leased Premises and every part thereof and
the area adjacent to the Leased Premises (including service areas), orderly,
neat, safe and clean and free from rubbish and dirt and at all times shall store
all trash, garbage or any other material solely within the Leased Premises and
arrange for the regular pickup of such trash and garbage at Lessee's expense.
Lessee shall not burn any trash or garbage at any time in or about the Leased
Premises or the building or the development. If Lessor shall provide any
services or facilities for such pickup, then Lessee shall be obligated to use
the same and shall pay a proportionate share of the actual cost thereof within
ten (10) days after being billed therefor. Lessee shall not store or leave any
material outside of the Leased Premises or the building or the development at
any time. Lessee shall not commit or suffer to be committed any waste upon the
leased Premises or any nuisance or other act or thing which may disturb the
quiet enjoyment of any other Lessee or occupant in the building on which the
Leased Premises may be located or any other part of the development. Lessee
shall not use or permit to be used, any medium that might constitute a nuisance
such as loud speakers, sound amplifiers, phonographs, radios, televisions, or
any other sound producing device which will carry sound outside the Leased
Premises. All signs and advertising displayed in and about the Leased Premises
shall be such only as to advertise the business carried on upon the Leased
Premises and Lessor shall control the location, character and size thereof. No
signs shall be displayed except as approved in writing by the Lessor and as a
condition of Lessor's approval, the sign must conform to the Lessor's sign
criteria; and no awning shall be installed or used on the exterior of said
building unless approved in writing by the Lessor.
Upon the breach of the use of the premises, Lessor shall have
the right to terminate this Lease forthwith and to re-enter and repossess the
Leased Premises.
Section 6.02: Lessee, for itself, its successors in interest
and its assigns, as part of the consideration hereof, does hereby covenant and
agree as a covenant running with this Lease, that (1) no person on the grounds
of race, color or national origin shall be excluded from participation in,
denied the benefits of, or be otherwise suspect to discrimination in the
construction of any improvements, on, over or under the Leased Premises, and (2)
the furnishing of services thereon, or be excluded from participating in, denied
the benefits of, or be otherwise subject to discriminations in the use of the
Leased Premises or any leasehold improvements at the Airport.
Lessee shall use the Leased Premises and the leasehold
improvements in compliance with the laws of the State of Florida prohibiting
discrimination because of sex, religion, age or physical handicap and in
compliance with all other requirements imposed pursuant to Title 49, Code of
Federal Regulation, Part 21 of the Civil Rights Act of 1964 as such laws and
regulations may be amended from time to time.
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In the event of breach of any of the above nondiscrimination
covenants, Lessor shall have the right to terminate this Lease and to re-enter
and repossesses said Leased Premises and the leasehold improvements, and to hold
the same as if this Lease had never been made or issued. The right granted to
Lessor by the foregoing sentence shall not be effective until all applicable
procedures of Title 49, Code of Federal Regulations, Part 21, or the State of
Florida laws are followed land completed including expiration of appeal rights.
Section 6.03: Lessee shall not cause or create any hazardous
condition on the Leased Premises, the building, the development or the adjoining
property and Lessee shall comply with all applicable laws and regulations
relating to said hazardous substances and will take all appropriate action to
prevent the release of a hazardous substance. Hazardous substance as used herein
shall be as defined in 42 & 49. U.S.C. Sections 9601., et seq., and in the
regulations adopted and publications promulgated pursuant thereto, or any other
Federal, state or local governmental law, ordinance, rule or regulation. . In
the event of a release of hazardous substances by Lessee, its employees, agents
or. contractors, the Lessee shall indemnify and hold harmless the Lessor and its
mortgagee from all claims or liability that might arise from the release of
hazardous substances. such indemnification shall include all damage costs,
expenses, attorneys' fees, or other expenses which Lessor may incur.
SECTION 7
OPERATION AND MAINTENANCE OF COMMON AREAS
Section 7.01: Lessor agrees, at Lessor's sole cost and
expense, to construct building(s) on the site of Airside Commerce Park, and to
hard surface, drain, landscape and light a parking area or parking areas all
substantially as shown on Exhibit "A", which parking area or parking areas shall
have a minimum capacity for 250 passenger automobiles. Lessor further agrees to
cause to be operated, managed and maintained during the term of this Lease all
parking areas, roads, sidewalks, landscaping, drainage, and common area lighting
facilities in Airside Commerce Park all as hereinafter defined as "Common
Areas". The manner in which such areas and facilities shall be maintained and
operated and the expenditures therefor shall be at the sole discretion of the
Lessor and the use of such areas and facilities, Common Areas, shall be subject
to such reasonable regulations as Lessor shall make from time to time.
Section 7.02: The term "Common Areas", as used in this Lease
shall mean and include (but is not limited to): all parking areas; driveways,
roadways and access roads; truckways; pedestrian sidewalks; loading docks and
service areas (but excluding such loading docks and service areas provided for
the exclusive use of single Lessees): bermed and/or landscaped and/or planted
areas, planter boxes, and retaining walls; courts and ramps; public restrooms
and comfort stations; exterior lighting facilities; public and traffic control
signage; traffic signals outside of the development which are maintained by the
development; utility systems and facilities used for the development, including
storm water and/or sanitary sewer collection and retention facilities,
flashing, gutters and downspouts; fascia and canopy; maintenance and
administrative facilities; and all other areas and improvements which may be
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provided by the Lessor for the general convenience or use in common of the
Lessee's of AIRSIDE COMMERCE PARK and their employees, customers and invitees,
and any utilities provided more than one Lessee in the development.
Lessor hereby grants to Lessee and Lessee's employees,
agents, customers and invitees the right, during the term of this Lease, to
use, in common with all others to whom Lessor has granted or may hereafter
grant rights to use the same, the Common Areas within the limits of the
development for their intended and normal purposes; subject, however, to
reasonable rules and regulations for the use thereof as may be prescribed from
time to time by the Lessor. Lessor may at any time close temporarily any Common
Area to make repairs or changes, to prevent the acquisition of public rights in
such area or to discourage non-customer parking; and may do such other acts in
and to the Common Areas as in its judgment may be desirable to improve the
convenience thereof.
Section 7.03: Lessee agrees to pay to Lessor, in the manner
hereinafter provided, Lessee's proportionate share of all costs and expenses of
every kind and nature paid or incurred by Lessor in operating, equipping,
policing and protecting, lighting, heating, insuring, repairing, replacing and
maintaining the Common Areas of Airside Commerce Park including the cost of
insuring all property provided by Lessor which may at any time comprise the
development. Such costs and expenses shall include, but not be limited to:
illumination and maintenance of development signs, whether located on or off
the development site; cleaning (including windows), lighting and other
utilities, line painting and landscaping; premiums for liability and property
insurance; personal property taxes; policing and security services; supplies;
holiday decorations; pest control; music and intercom systems; reasonable
depreciation (but not original cost) of equipment used in the operation or
maintenance of the Common Areas; total compensation and benefits (including
premiums and contributions for workers' compensation and other employment
related benefits and costs) paid to or in connection with employees involved in
performance of the work described in this Section 7.03; and an amount equal to
fifteen (15%) percent of the total of all of the foregoing costs and expenses
to cover Lessor's administrative costs. The proportionate share to be paid by
lessee shall be equal to the product obtained by multiplying the total of such
costs and expenses by a fraction, the numerator of which is the number of
square feet of floor area of the Leased Premises, and the denominator of which
is the total number of square feet of net constructed leasable floor area in
the buildings in Airside Commerce Park.
Lessee's proportionate share of such costs and expenses for
the first (1st) year shall be paid in monthly installments on the first day of
each calendar month, in advance, in an amount of THREE THOUSAND FOUR HUNDRED
AND 00/100 DOLLARS ($3,400.00), plus Florida Sales Tax; subject to annual
adjustments every twelve months thereafter based upon anticipated annual costs
for the appropriate year. . Lessor shall furnish Lessee with a statement of
Lessee's proportionate share of the actual amount of such costs and expenses
for each Lease Year. If the amount paid by-Lessee under this Section for any
Lease Year shall be less than the actual amount due from Lessee for such Lease
Year as shown on such statement, Lessee shall pay to Lessor such deficiency
within ten (10) days after the furnishing of such statement, and if the amount
paid by Lessee under this Section for any such Lease Year shall exceed such
actual
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amount due from Lessee for such Lease Year, such excess shall be credited
against the next installment due under this Section 7.03, or upon the
expiration of the term of the Lease such excess shall be refunded to Lessee.
SECTION 8
MAINTENANCE AND REPAIRS OF LEASED PREMISES
Section 8.01: Lessor shall keep and maintain the foundation,
exterior walls and roof of the building in which the Leased Premises are located
and the structural portions of the Leased Premises which were originally
installed by Lessor; exclusive of doors, door frames, door checks, windows,
window frames, located as part of the exterior building walls, in good repair
except that Lessor shall not be called upon to make any such repairs occasioned
by the act or negligence of Lessee, its agents, employees, invitees, licensees
or contractors, or attributable to any intentional act, alteration, addition or
improvement performed by or under the direction of the Lessee, its agents, its
contractors, or its employees. Lessor shall not be called upon to make any other
improvements or repairs of any kind upon said premises and appurtenances, except
as may be required under Section 12 and 13 hereof. Lessee shall promptly notify
Lessor, in writing, of the need for any repairs which are the responsibility of
Lessor to perform.
Section 8.02: Except as provided in Section 8.01 of this Lease, Lessee shall
keep and maintain in good order, condition and repair (including replacement of
parts and equipment, if necessary) the Leased Premises and every part thereof
and any and all appurtenances thereto wherever located, including but without
limitation, the exterior and interior portion of all doors, door checks,
windows, plate windows, store front, all plumbing and sewage facilities within
the Leased Premises, including free flow up to the main sewer, fixtures, heating
and air-conditioning (including keeping a quarterly maintenance agreement on all
air conditioning units) and electrical systems (whether or not located in the
Leased Premises), sprinkler system, walls, floors and ceilings. The plumbing and
sewage facilities shall not be used for any other purpose than that for which
they are constructed, and no foreign substance of any kind shall be introduced
therein. Lessee hereby agrees to be responsible for any expenses incurred in
connection with any breakage, stoppage or damage resulting from a violation of
this provision by Lessee, its agents, employees, invitees, licensees or
contractors.
Lessee shall keep and maintain the Leased Premises in a
clean, sanitary and safe condition in accordance with the laws of the State of
Florida, City of Orlando, County of Orange and GOAA, and in accordance with all
directions, rules and regulations of the health officer, fire marshal, building
inspector, insurance carrier or insurance underwriter, or other proper
officials of the governmental agencies having jurisdiction, at the sole cost
and expense of Lessee, and Lessee shall comply with all requirements of laws,
ordinances and otherwise, affecting said Leased Premises. If Lessee refuses or
neglects to commence or complete repairs required by Section 8.02 hereof
promptly and adequately, Lessor may but shall not be required to do so, make
all or any part of said repairs and Lessee shall pay the costs thereof to
Lessor upon demand, non-payment of which shall entitle Lessor to exercise any
remedy available to it in the event of
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the non-payment by Lessee of monthly rental or any charge due Lessor under this
Lease. At the time of the lease termination or expiration of the tenancy
created herein, Lessee shall surrender the premises in good condition,
reasonable wear and tear, excepted; and Lessee shall provide Lessor with a
Phase I Environmental Report by a licensed environmental engineer certifying
that during the term of this Lease, no hazardous material or hazardous
condition existed or was created within the Leased Premises, the Common Areas
and the property related thereto attributable to any act or failure to act by
Tenant, its employees, agents, contractors, invitees or anyone else occupying
all or any portion of the Leased Premises during the term of this Lease.
Lessee, at its own expense, shall install and maintain fire
extinguishers and other fire protection devices as may be required from time to
time by any agency having jurisdiction thereof and the insurance underwriters
insuring the building in which the Leased Premises are located.
Section 8.03: All damages or injury done to the premises by
the Lessee, or by any person who may be in or upon the Leased Premises with the
consent, invitation or license of the Lessee, shall be repaired and paid for by
the Lessee.
Section 8.04: To the extent any repair which is a Lessor's
obligation is covered by insurance, Lessor shall only be obligated for the cost
of the repair to the extent of the available insurance proceeds and Lessee
shall be responsible for the cost of the repair to the extent of the cost of
such repair not covered by the insurance proceeds.
SECTION 9
ALTERATIONS
Section 9.01: Lessee agrees that the Leased Premises shall
not be altered, improved, or changed without the written consent of Lessor, and
that unless otherwise provided by written agreement, all alterations,
improvements and changes which may be desired by the Lessee and so consented
to by the Lessor may be done either by or under the direction of the Lessor, at
Lessor's option, but, in any event, at the sole cost of Lessee including the
cost of all permits and approvals related to said alterations or improvements
and subject further to any requirements or conditions imposed by GOAA.
In addition to the foregoing, Lessee further agrees to
furnish to Lessor drawings, plans and specifications for any improvements which
Lessee intends to make to the Leased Premises; which shall be subject to
Lessor's prior written approval and approval of the appropriate Municipal
agencies and GOAA. No deviation from the final set of plans and specifications,
once approved by Lessor, shall be made by Lessee, without Lessor's prior
written consent. Approval of plans and specifications by Lessor shall not
constitute the assumption of any responsibility by Lessor for their accuracy or
sufficiency, and Lessee shall be solely responsible for such matters.
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SECTION 10
LIENS
Section 10.01: Lessee shall keep the Leased Premises free
from any and all liens arising out of any work performed, materials furnished
or obligations incurred by or for Lessee, and agrees to bond against or
discharge any mechanic's lien within ten (10) days after written request
therefor by Lessor. Lessee shall reimburse Lessor for any and all costs and
expenses which may be incurred by Lessor by reason of the filing of any such
liens and/or the removal of same, such reimbursement to be made within ten (10)
days after receipt by Lessee from Lessor of a statement setting forth the
amount of such costs and expenses. The failure of Lessee to pay any such amount
to Lessor within said ten (10) day period shall carry with it the same
consequences as failure to pay any installment of monthly rental.
SECTION 11
INSURANCE AND INDEMNIFICATION
Section 11.01: Lessor shall be indemnified, defended and held
harmless by Lessee from and against any and all claims, actions, damages,
liability and expense, including attorneys' fees, in connection with loss of
life, personal injury and/or damage to property arising from or out of; (i) any
occurrence in, upon or at the Leased Premises or the service corridors
adjoining the same or the loading platform area or service areas allocated to
the use of Lessee, including the person and property of Lessee and its
employees and all persons in the building at its or their invitation or with
their consent; (ii) the occupancy or use by Lessee of the Leased Premises or
any part thereof; or (iii) occasioned wholly or in part by any act or omission
of Lessee, its agents, contractors, employees, servants, customers or
licensees. All property kept, stored or maintained in the Leased Premises or at
the building shall by so kept, stored or maintained at the risk of Lessee only.
Section 11.02: Lessee shall, during the entire term of this
Lease, keep in full force and effect a policy of public liability and property
damage insurance with respect to the Leased Premises and the business operated
by Lessee and any subtenants of Lessee in the Leased Premises, in which the
limits of public liability shall be not less than Two Million Dollars
($2,000,000.00) per occurrence, and in which the limit of property damage
liability shall be not less than Five Hundred Thousand Dollars ($500,000.00).
The policy shall name Lessor, any other parties in interest designated by
Lessor, and Lessee as insured, and shall contain a clause that the insurer will
not cancel or change the insurance without first giving the Lessor thirty (30)
days prior written notice. Such insurance may be furnished by Lessee under any
blanket policy carried by it or under a separate policy therefor. The insurance
shall be with an insurance company approved by Lessor and a copy of the paid-up
policy evidencing such insurance or a certificate of the insurer certifying to
the issuance of such policy shall be delivered to Lessor prior to the
commencement of the terms of this Lease, and upon renewals not less than thirty
(30)
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days prior to the expiration of such coverage. If the nature of Lessee's use or
business operations on the Leased Premises are such as to place any or all of
its employees under the coverage of local workers' compensation or similar
statutes, Lessee shall also keep, in force, at its expense, so long as this
Lease remains in effect, workers' compensation or similar insurance affording
the required statutory coverage and containing the requisite statutory limits.
If Lessee shall not comply with requirements of this Section 11.02, Lessor
shall have the right, but not the obligation, to cause such insurance as
aforesaid to be issued, and in such event Lessee shall pay the premium for such
insurance as additional rental within ten (10) days of invoice by Lessor.
Section 11.03: (a) During the term of this Lease, Lessor
shall carry fire and extended coverage insurance on the standard form available
in the State of Florida, and at Lessor's option may carry broader coverages
including, but not limited to, boiler and machinery insurance and/or difference
in conditions insurance, and/or all risk, insuring the development, the Common
Areas and the Leased Premises, including the portion of the Leased Premises
constructed or furnished by Lessee, provided with respect to items constructed
or furnished by Lessee, the same were constructed or furnished pursuant to the
requirement of Exhibit "D", and are reflected in the plans and specifications
submitted by Lessee, or with respect to alterations made by Lessee are
reflected in plans and specifications furnished by Lessee to Lessor, and
approved by Lessor, pursuant to Section 9.01 hereof. Lessor shall have no
obligation to insure any items which have been furnished by Lessee which
Lessee has the right to remove from the Leased Premises at the expiration or
the earlier termination of the term hereof or which are not permanently affixed
or otherwise attached to the building of which the Leased Premises are a part.
Included within such latter items are trade fixtures, furniture, decorative
lighting (such as chandeliers) and other decor items. Lessee, at Lessor's
request will furnish Lessor with the replacement cost of items furnished by
Lessee which Lessor is required to insure. Lessor shall have no liability to
Lessee for any failure to insure items provided by Lessee for amounts in excess
of the replacement cost furnished by Lessee to Lessor. All such insurance shall
be procured and maintained on a replacement cost basis, if available, in an
amount determined solely by Lessor and with or without deductible, at the
option of Lessor.
Lessor may, at its option, carry rental interruption
insurance with respect to the development in an amount equal to the aggregate
rent, and estimated cost for taxes, insurance premiums, and Common Area costs,
payable by all tenants in the development for up to a full eighteen (18) month
period.
Lessee shall not carry any stock of goods or do anything in
or about the Leased Premises which will in any way tend to increase the
insurance rates on said premises and/or the building of which they are a part.
If Lessee installs any electrical equipment that overloads the lines in the
Premises, Lessee shall at its own expense make whatever changes are necessary
to comply with the requirements of the insurance underwriters and governmental
authorities having jurisdiction.
Section 11.04: Lessee shall pay to Lessor, within ten (10)
days after billing therefor, Lessee's proportionate share of the entire cost of
insurance carried by Lessor pursuant to Sections 11.03 (a) and (b) hereof and
Lessor's primary general liability and excess liability
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insurance covering the development, plus an amount equal to fifteen percent
(15%) thereof to cover Lessor's administrative costs. Lessee's proportionate
share shall be equal to the product obtained by multiplying the total
insurance cost by a fraction, the numerator of which is the number of square
feet of floor area of the Leased Premises, and the denominator of which is the
total number of net constructed leasable floor area of buildings in the Airside
Commerce Park covered by such insurance.
Lessor at Lessor's option may require Lessee's proportionate
share of such insurance cost for each Lease Year to be paid on a monthly
estimated basis in advance at the same times and in the same manner as provided
in Section 7.03 with respect to Common Areas costs. Insurance costs shall be
deemed to be applicable to the Lease Year within which the premium is first due
and payable without regard to the policy year.
Section 11.05: To the extent of any casualty which Lessor is
required to repair which is not reimbursed from the insurance proceeds because
of the deductible amount under the insurance carried by Lessor, Lessee shall
pay its pro rata share of such deductible amount within thirty (30) days of
invoice based on the proportion of the floor area of the Leased Premises
damaged by such casualty to the total of the net constructed leasable floor
area of all leasable premises damaged by such casualty.
Section 11.06: Each party hereto does hereby remise, release
and discharge the other party hereto and any officer, agent, employee or
representative of such party, of and from any liability whatsoever hereafter
arising from loss, damage or injury caused by fire or other casualty for which
insurance (permitting waiver of liability and containing a waiver of
subrogation) is carried by the injured party at the time of such loss, damage
or injury to the extent of any recovery by the injured party under such
insurance.
SECTION 12
DESTRUCTION OF LEASED PREMISES
Section 12.01: In the event the Leased Premises shall be
damaged or destroyed by fire or other casualty covered by the insurance which
Lessor is required to carry or in fact carries pursuant to Section 11.03 (a),
so as to become partially or totally untenantable, the damage to the Leased
Premises shall be promptly repaired by Lessor, to the extent of the proceeds
received from such insurance and made available for such restoration, unless
Lessor shall elect not to rebuild as provided in Section 12.02, and the Annual
Rental as defined in Section 3 shall xxxxx in proportion to the amount of the
Leased Premises rendered untenantable until so repaired; provided, however that
Lessor's obligation for restoration shall be limited to those items which
Lessor is required to insure as provided in Section 11.03 (a). Lessor shall
reconstruct the Leased Premises in accordance with the initial plans and
alterations thereafter approved by Lessor as provided in this Lease. In no
event shall Lessor be required to repair or replace Lessee's merchandise, trade
fixtures, furnishings or equipment. If Lessor is required, or elects, to repair
or rebuild the Leased Premises as herein provided, then Lessee shall promptly
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repair or replace its merchandise, trade fixtures, furnishings and equipment to
at least a condition equal to that prior to such damage or destruction, and
re-open in the Leased Premises.
Section 12.02: If at any time during the term of this Lease
more than twenty percent (20%) of the square foot floor area of the Leased
Premises shall be damaged by fire or other casualty, so as to become
untenantable, the Lessor may terminate this Lease upon written notice given to
Lessee within ninety (90) days after the occurrence of such damage or
destruction.
If at any time during the term of this Lease more than twenty
percent (20%) of the square foot floor area of the building in which the Leased
Premises are located, or more than twenty percent (20%) of the total buildings
of the development shall be damaged by fire or other casualty, then Lessor may
terminate this Lease upon written notice given to Lessee within ninety (90)
days after the occurrence of such damage or destruction.
SECTION 13
EMINENT DOMAIN
Section 13.01: If the whole of the Leased Premises shall be
taken by any public authority under the power of eminent domain, then the term
of this Lease shall cease as of the day Lessee is divested of physical
possession by such public authority and the rent shall be paid up to that day
with a proportionate refund by Lessor of such rent as may have been paid in
advance for a period subsequent to such termination of the term.
Section 13.02: If less than the whole but more than twenty
percent (20%) of the Leased Premises are taken under the power of eminent
domain, Lessee shall have the right to terminate this Lease effective upon the
day possession of the Leased Premises shall be required for public use. Such
notice shall be given within thirty (30) days after Lessee has received written
notice of such taking for public use.
Section 13.03: If less than the whole but more than: (i)
twenty percent (20%) of the Common Areas, or (ii) twenty percent (20%) of the
building in which the Leased Premises are located or (iii) twenty (20%) percent
of the Leased Premises, or (iv) twenty (20%) percent of the total buildings of
the development, are taken under the power of eminent domain, Lessor shall have
the right to terminate this Lease upon thirty (30) days' prior notice to
Lessee, which termination shall be effective upon the date set forth in such
notice.
Section 13.04: In the event that neither party hereto has
the right to, or elects to, terminate this Lease, Lessor shall, at its own cost
and expense, to the extent of the condemnations proceeds made available to
Lessor, make all necessary repairs and alterations to the basic buildings as
originally constructed by Lessor, so as to constitute the remaining premises a
complete architectural unit, and Lessee shall, at Lessee's sole cost and
expense repair and restore its merchandise, trade fixtures, furnishings, and
equipment. In the event this Lease shall
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not be terminated, all of the terms herein provided shall continue in effect,
except that the Annual Rental shall be reduced in proportion to the amount of
the Leased Premises taken.
Section 13.05: All damages awarded for such taking under
power of eminent domain, for the whole or a part of the Leased Premises, shall
belong to and be the property of Lessor whether such damages shall be awarded
as compensation for diminution in value to the leasehold or to the fee of the
premises; provided, however, that Lessor shall not be entitled to the award
made to Lessee for depreciation to, and cost of removal of, stock and fixtures,
or for relocation expenses.
Section 13.06: In the event the rights and privileges
hereunder are suspended by reason of war or other national emergency, rent and
all other monetary obligations under this Lease shall not xxxxx, and Lessee
shall have the right to make any claim against the third party permitted by law
and to receive any award paid with respect to such claim.
SECTION 14
ASSIGNMENT AND SUBLETTING
Section 14.01: Lessee shall not assign or in any manner
transfer or hypothecate this Lease or any estate or interest therein without
the prior written consent of Lessor and shall not sublet the Leased Premises
or any part or parts thereof, or allow anyone to come in with, through or under
it (as concessionaire, licensee or otherwise), without like consent. Consent by
Lessor to one or more assignments) of this Lease or to one or more
subletting(s) of said premises shall not operate to exhaust Lessor's rights
under this section. In the event that Lessee, with or without the previous
consent of Lessor, does assign or in any manner transfer this Lease or any
estate or interest therein, Lessee shall in no way be released from any of its
obligations under this Lease. The sale or sales totaling fifty percent (50%) or
more of the capital stock of Lessee or any guarantor of Lessee's obligations
hereunder. (if Lessee or such guarantor is a corporation), or the sale or
sales aggregating fifty percent (50%) or more of the partnership interests in
Lessee or such guarantor (if Lessee or such guarantor be a partnership),
shall be deemed to be an assignment of this Lease for purposes of the Section.
SECTION 15
ACCESS TO PREMISES
Section 15.01: Lessor and Lessor's agents shall have the
right to enter upon the Leased Premises at all reasonable hours for the purpose
of inspecting the same, or of making repairs, additions or alterations to the
Leased Premises or any property owned or controlled by Lessor.
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If Lessor deems any repairs required to be made by Lessee
necessary, it may demand that Lessee make the same forthwith and if Lessee
refuses or neglects to commence such repairs and complete the same with
reasonable dispatch, Lessor may make or cause such repairs to be made and shall
not be responsible to Lessee for any loss or damage that may accrue to its stock
or business by reason thereof, and if Lessor makes or causes such repairs to be
made, Lessee agrees that it will forthwith, on demand, pay to Lessor the cost
thereof and if it shall default in such payment, Lessor shall have the remedies
as in the case of non-payment of monthly rental. For a period commencing one (1)
year prior to the termination of this Lease, Lessor may have reasonable access
to the Leased Premises for the purpose of exhibiting the same to prospective
Lessees.
SECTION 16
FIXTURES AND EQUIPMENT
Section 16.01: All fixtures and equipment paid for by the
Lessor and all fixtures and equipment which may be paid for and placed on the
premises by the Lessee from time to time but which are so incorporated and
affixed to the buildings that their removal would involve damage or structural
change to the buildings, shall be and remain the property of the Lessor.
Section 16.02: All furnishings, equipment and fixtures other
than those specified in Section 16.01, which are paid for and placed on the
premises by Lessee from time to time (other than those which are replacements
for fixtures or equipment originally paid for by Lessor) shall remain the
property of the Lessee only in the event Lessee is not in default of any
provision of this Lease.
SECTION 17
NOTICE OR DEMANDS
Section 17.01: Any notice, demand, request, or other
instrument which may be or is required to be given under this Lease shall be
sent by United States certified mail, return receipt requested, postage prepaid
and shall be addressed (a) if to Lessor, at the address set forth in this
Lease, or at such other address as Lessor may designate by written notice and
(b) if to Lessee, at the Leased Premises or at such other address as Lessee
shall designate by written notice. Notice need be sent to but one Lessee or
Lessor where Lessee or Lessor is more than one person.
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SECTION 18
BANKRUPTCY
Section 18.01: In the event that Lessee shall be adjudicated
or declared bankrupt under, or if any proceedings are filed by or against
Lessee under, the Bankruptcy Code or any similar provisions of any future
federal bankruptcy law, then and in any such event, Lessor may at its option
terminate this Lease and all rights of Lessee hereunder, by giving to Lessee
notice in writing of the election of Lessor to so terminate, in which event
this Lease shall cease and terminate with the same force and effect as though
the date set forth in said notice were the date originally set forth herein and
fixed for the expiration of the term and Lessee shall vacate and surrender the
premises but shall remain liable to the full extent permitted by law.
Section 18.02: If as a matter of law Lessor has no right on
the bankruptcy of Lessee to terminate this Lease, then if Lessee, as debtor, or
its trustee, wishes to assume or assign this Lease, in addition to curing or
adequately assuring the cure of all defaults existing under this Lease on
Lessee's part on the date of filing of the proceedings (such assurances being
defined below), Lessee, as debtor, or its trustee, must also furnish adequate
assurance of future performance under this Lease (as defined below). Adequate
assurance of curing defaults means the posting with Lessor of a sum in cash
sufficient to defray the costs of such a cure. Adequate assurance of future
performance under this Lease means posting a deposit equal to three (3) months'
rent, including all other charges payable by Lessee hereunder, arid in the case
of an assignee, assuring Lessor that the assignee is financially capable of
assuming this Lease, and that its use of the Leased Premises will be as
provided in Section 6.01 of this Lease and for no other use. In a
reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee
must assume this Lease or assign it within one hundred twenty (120) days from
the filing of the proceeding or he shall be deemed to have rejected and
terminated this Lease. In a proceeding under Chapter 7 of the Bankruptcy Code,
the debtor or the trustee must assume this Lease or assign it within sixty (60)
days from the filing of the proceeding or he shall be deemed to have rejected
and terminated this Lease.
Section 18.03: In the event that this Lease is assumed by a
bankruptcy trustee appointed for Lessee or by Lessee as Debtor-in-Possession
and thereafter Lessee is liquidated or files a subsequent Petition for
reorganization or adjustment of debts under Chapters 11 or 13 of the Bankruptcy
Code, then, and in either of such events, Lessor may, at its option, terminate
this Lease and all rights of Lessee hereunder, by giving Lessee written notice
of its election to so terminate no later than thirty (30) days after the
occurrence of either of such events.
Section 18.04: When, pursuant to the Bankruptcy Code, a
trustee or Debtor-in-Possession shall be obligated to pay reasonable use and
occupancy charges for the use of the Leased Premises or any portion thereof,
such charges shall not be less than the Annual Rental as defined in this Lease
and all other monetary obligations of Lessee for the payment of maintenance,
Common Area charges, real property taxes, insurance and/or similar charges.
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Section 18.05: Neither Lessee's interest in the Lease, nor
any lesser interest of Lessee herein, nor any estate of Lessee hereby created,
shall pass to any trustee, receiver, assignee for the benefit of creditors, or
any other person or entity, or otherwise by operation of law under the laws of
any state having jurisdiction of the person or property of the Lessee unless
Lessor shall consent to such transfer in writing. No acceptance by Lessor of
rent or any other payments from any such trustee, receiver, assignee, person or
other entity shall be deemed to have waived, nor shall it waive, the need to
obtain Lessor's consent or Lessor's right to terminate this Lease for any
transfer of Lessee's interest under this Lease without such consent.
In the event the estate of Lessee created hereby shall be
taken in execution or by other process of law, or if Lessee or any guarantor of
Lessee's obligations hereunder ("guarantor") shall be adjudicated insolvent
pursuant to the provisions of any present or future insolvency law of any state
having jurisdiction ("state law"), or if any proceedings are filed by or
against such guarantor under the Bankruptcy Code, or any similar provisions of
any future federal bankruptcy law, or if a receiver or trustee of the property
of Lessee or guarantor shall be appointed under state law by reason of Lessee's
or guarantor's insolvency or inability to pay its debts as they become due or
otherwise, or if any assignment shall be made of Lessee's or guarantor's
property for the benefit of creditors under state law; then and in any such
event Lessor may, at its option, terminate this Lease and all rights of Lessee
hereunder by giving Lessee written notice of the election to so terminate
within thirty (30) days after the occurrence of such event.
SECTION 19
DEFAULT OF THE LESSEE, RE-ENTRY AND DAMAGES
Section 19.01: Lessee agrees that it will promptly pay rent,
additional rent at the times above stated, that if any part of the rent or
additional rent and all other monetary obligations remains due and unpaid for
ten (10) days next after the same shall become due and payable, Lessor shall
have the option of declaring the balance of the entire rental term of this
Lease to be immediately due and payable, and Lessor may then proceed to
collect all of the unpaid rent, Annual Rental, additional rent, and all other
monetary obligations called for by this Lease by distress or otherwise. In the
event of
(i) any failure of Lessee to pay any rental or other
charges due hereunder within ten (10) days after the same
shall be due, or
(ii) any failure to perform any other of the terms,
conditions or covenants of this Lease to be observed or
performed by Lessee for more than thirty (30) days after
written notice of such default shall have been mailed to
Lessee or
(iii) if Lessee shall abandon or vacate the Leased Premises,
or suffer this Lease to be taken under any writ of execution;
then Lessor, besides other rights or remedies it may have,
shall have the immediate right to terminate this Lease
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and/or Lessor shall have the immediate right to reentry and
may remove all persons and property from the Leased Premises
and such property may be removed and stored in a public
warehouse or elsewhere at the cost of, and for the account of
Lessee, all without service or notice or resort to legal
process and without being deemed guilty of trespass, or
becoming liable for any loss or damage which may be
occasioned thereby.
In the event of any failure of Lessee to comply with the
provisions of Section 1.05 hereof and a subsequent election by Lessor to
declare this Lease terminated, then possession of the Leased Premises shall not
be deemed to have been delivered to Lessee.
Section 19.02: If Lessor shall be in possession of the Leased
Premises, or if Lessor shall elect to re-enter, as herein provided, or to take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, it may either terminate this Lease or it may, from time to time without
terminating this Lease, make such alterations, improvements and repairs as may
be necessary in order to relet the Leased Premises, and relet the Leased
Premises or any part thereof for such term or terms (which may be for a term
extending beyond the term of this Lease) and at such rental. or rentals and
upon such other terms and conditions as Lessor in its sole discretion may deem
advisable. All costs and expenses of such relenting, including brokerage fees
and attorneys' fees and the costs of such alterations and improvements and
repairs shall be paid by Lessee to Lessor within thirty (30) days of invoice by
Lessor. Upon each such reletting all rentals and other sums received by Lessor
from such reletting except as provided in the preceding sentence shall be
applied: first, to the payment of any indebtedness other than rent due
hereunder from Lessee to Lessor; second, to the payment of rent and other
charges due and unpaid hereunder; and the residue, if any, shall be held by
Lessor and applied in payment of future rent and other charges as the same may
become due and payable hereunder. If such rentals and other sums received from
such reletting during any month are less than that to be paid during that month
by Lessee hereunder, of if Lessor does not relet the Leased Premises, Lessee
shall pay any such deficiency to Lessor. Such deficiency shall be calculated
and paid monthly. No such re-entry or taking possession of the Leased Premises
by Lessor shall be construed as an election on its part to terminate this Lease
unless a written notice of such intention be given to Lessee or unless the
termination thereof be decreed by a court of competent jurisdiction. No
surrender of this Lease shall be deemed to have occurred unless such surrender
is accepted in writing by a duly authorized representative of Lessor.
Notwithstanding any such reletting without termination, Lessor may at any time
thereafter elect to terminate this Lease for such previous breach. Should
Lessor at any time terminate this Lease for any breach, in addition to any
other remedies it may have, it may recover from Lessee all damages it may incur
by reason of such breach, including the cost of recovering the Leased Premises,
reasonable attorneys' fees incidental thereto, and including the worth at the
time of such termination of the excess, if any, of the amount of rent and
charges equivalent to rent and all other monetary obligations reserved in this
Lease for the remainder of the stated term over the then reasonable rental
value of the Leased Premises for the remainder of the stated term, all of
which amounts shall be immediately due and payable by Lessee to Lessor.
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Section 19.03: In case suit shall be brought for recovery of
possession of the Leased Premises, for rent or any other amount due Lessor or
as a result of any breach of any other covenant of Lessee herein contained,
and a breach shall be established, Lessee shall pay Lessor all expenses
incurred in connection herewith including reasonable attorneys' fees.
Section 19.04: The parties hereto hereby waive trial by jury
in any suit brought by either of them in any way connected with this Lease, or
Lessee's occupancy of the Leased Premises, and/or any claim of injury or
damage. In the event Lessor commences any proceedings for nonpayment of rent,
or other charges due under this Lease, Lessee shall not interpose any
counterclaim of any nature whatsoever in any such proceedings. This shall not,
however, be construed as a waiver of the Lessee's right to assert such claims
in any separate action or actions brought by Lessee.
Section 19.05: If Lessee shall fail to pay any rent or
other charges when the same shall be due and payable, such unpaid amount shall
bear interest from the due date thereof to the date of payment at the highest
lawful rate then provided by applicable law, but the payment of such interest
shall not excuse or cure any default by Lessee under this Lease. If no maximum
interest rate is then provided by applicable law, the interest rate shall be
eighteen percent (18%) per annum. In addition, Lessee agrees to pay a four
percent (4%) late fee on each payment of a monetary obligation not paid by
Lessee within ten (10) days after the same should be due.
Section 19.06: Each and every remedy set forth in this Lease
shall be deemed to be cumulative and in addition to any other right or remedy
at law or in equity. The exercise by Lessor of any remedy herein shall not be
deemed exclusive or to preclude the use of Lessor of any other remedy set forth
herein or remedy at law or in equity simultaneously therewith or at any later
time.
SECTION 20
SURRENDER OF PREMISES ON TERMINATION
Section 20.01: Whenever this Lease shall be terminated,
whether by lapse of time, forfeiture or in any other way, Lessee will yield and
deliver up the demised premises, including the building and improvements
thereon and the fixtures and equipment belonging to Lessor therein contained,
peaceably to Lessor in as good repair as when taken, except for reasonable and
normal wear and tear.
The Lessee hereby agrees that for a period commencing three
hundred sixty (360) days prior to the termination of this Lease, the Lessor may
show the premises to prospective Lessees, and three hundred sixty (360) days
prior to the termination of this Lease, Lessor may display about said premises
the usual and ordinary "For Lease" signs.
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SECTION 21
OFFSET STATEMENT, SUBORDINATION AND ATTORNMENT
Section 21.01: Lessee agrees within ten (10) days after
request therefor by Lessor to execute in recordable form and deliver to Lessor
a statement, in writing, certifying (a) that this Lease is in full force and
effect, (b) the date of commencement of rent and that rent is paid currently
without any offset or defense thereto, (c) the amount of rent, if any, paid in
advance, (d) the commencement and termination date of the Lease, and (e) such
other items as Lessor may reasonably request, provided that, in fact, such
facts are accurate and ascertainable.
Section 21.02: This Lease shall be subordinate to any
mortgage now existing or hereafter placed upon the Leased Premises and to any
and all advances to be made thereunder, and to the interest thereon, and all
renewals, replacements and extensions thereof. Notwithstanding the foregoing,
at the request of said mortgagee, this Lease may be made prior and superior to
any mortgage. Lessee agrees that, upon the request of Lessor or any mortgagee,
Lessee shall execute whatever instruments may be required to further evidence
or carry out the intent of this Section. Lessee hereby irrevocably constitutes
and appoints Lessor as Lessee's attorney in fact, such appointment being a
power coupled with an interest, to execute and deliver whatever instruments may
be required to further evidence or carry out the intent of this Section. Lessee
shall, in the event any proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale under, any mortgage made by Lessor
covering the Leased Premises, attorn to the purchaser upon any such foreclosure
or sale and recognize such purchaser as the Lessor under this Lease, provided,
however, that no such documentation shall impose any additional liabilities on
Lessee other than those contained in this Lease and any instruments required to
be executed by Lessee shall provide that mortgagee agrees for itself and every
subsequent holder or owner of the mortgage that in the event of foreclosure,
Lessee's rights to quiet enjoyment of the premises would not be disturbed or
impaired on account of such foreclosure provided that Lessee is not in default
hereunder.
Section 21.03: Lessee agrees to give any mortgagees, by
registered mail, a copy of any notice of default served upon the Lessor,
provided that prior to such notice Lessee has been notified, in writing (by way
of Notice of Assignment of Rents and Leases, or otherwise), of the address of
such mortgagees. Lessee further agrees that if Lessor shall have failed to cure
such default within the time provided for in this Lease, then the mortgagees
shall have ail additional sixty (60) days within which to cure such default or
if such default cannot be cured within that time, then such additional time as
may be necessary if within such sixty (60) days, any mortgagee has commenced
and is diligently pursuing the remedies necessary to cure such default
(including but not limited to commencement of foreclosure proceedings, if
necessary to effect such cure), in which event this Lease shall not be
terminated while such remedies are being so diligently pursued.
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SECTION 22
RULES AND REGULATIONS
Section 22.01: Lessee agrees to comply with and observe all
rules and regulations established by Lessor from time to time, provided the
same shall apply uniformly to all lessees of the development. Lessee's failure
to keep and observe said rules and regulations shall constitute a breach of the
terms of this Lease in the same manner as if the same were contained herein as
covenants.
SECTION 23
SECURITY DEPOSIT
Section 23.01: The Lessor herewith acknowledges SIXTEEN
THOUSAND THREE HUNDRED EIGHTY NINE AND 00/100 DOLLARS ($16,389.00), due and
payable in two equal installments of EIGHT THOUSAND ONE HUNDRED NINETY FOUR AND
50/100 DOLLARS ($8,194.50), the first one due upon execution of this lease
agreement, and the second one due on the 1st day of the month of the second
month of the lease term, which it is to retain as-security f or the faithful
performance of all of the covenants, conditions and agreements of this Lease,
but in no event shall the Lessor be obliged to apply the same upon rents or
other charges in arrears or upon damages for the Lessee's failure to perform
the said covenants, conditions, and agreements; the Lessor may so apply the
security at its option; and the Lessor's right to the possession of the
premises for nonpayment of rent or for any other reason shall not in any event
be affected by reason of the fact that the Lessor holds this security. The said
sum if not applied toward the payment of rent or other charges in arrears or
toward the payment of damages suffered by the Lessor by reason of the Lessee's
breach of the covenants, conditions, and agreements of this Lease, shall be
returned to the Lessee when this Lease is terminated, according to these terms
and in no event is said security to be returned until the Lessee has vacated
the premises, delivered possession to the Lessor in a broom clean condition and
Lessor has inspected said premises; and further provided Lessee has delivered
to Lessor a Phase I Environmental Report by a licensed environmental engineer
certifying that during the term of this Lease, no hazardous material or
hazardous condition existed or was created within the Leased Premises, the
Common Areas, and the property related thereto attributable to any act or
failure to act by Tenant, its employees, agents, contractors, invitees or
anyone else occupying all or any portion of the Leased Premises during the term
of this Lease.
In the event that the Lessor repossesses itself of the said
premises because of the Lessee's default or because of the Lessee's failure to
carry out the covenants, conditions and agreements of the Lease, the Lessor may
apply the said security upon all damages suffered to the date of said
repossession and may retain the said security to apply upon such damages as may
be suffered or shall accrue thereafter by reason of the Lessee's default or
breach. The Lessor shall
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not be obliged to keep the said security as a separate fund, but may mix the
said security with its own funds and there shall be paid no interest on said
security deposit.
SECTION 24
HOLDING OVER
Section 24.01: In the event of Lessee herein holding over
after the termination of this Lease, thereafter the tenancy shall be from month
to month in the absence of a written agreement to the contrary, subject to all
the conditions, provisions and obligations of this Lease insofar as the same
are applicable to a month to month tenancy but at a monthly rental double the
highest monthly rental stipulated in Section 3.
SECTION 25
LESSEE'S PROPERTY
Section 25.01: Lessee shall be responsible for and shall pay
all municipal, county, state and federal taxes assessed during the term of this
Lease against any leasehold interest or personal property of any kind, owned by
or placed in, upon or about the Leased Premises by the Lessee.
Section 25.02: The Lessor shall not be responsible or liable
to the Lessee for any loss or damage that may be occasioned by or through the
acts or omissions of persons occupying adjoining premises, or any part of the
building adjacent to or connected with the premises hereby leased, or any part
of the building or the development of which the Leased Premises are a part, or
for any loss or damage resulting to the Lessee or its property from bursting,
stoppage or leaking of water, gas, sewer, or steam pipes, or for any damage or
loss of property on or within the Leased Premises or the building or the
development from any cause whatsoever.
Section 25.03: Lessee shall give immediate notice to Lessor
in case of fire or other casualty in the Leased Premises or in the building of
which the premises are a part, or of defects therein or in any fixtures or
equipment.
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SECTION 26
DEFINITION
Section 26.01: For the purpose of this Lease, the term net
constructed leasable floor area shall mean the total square feet of constructed
floor area in Airside Commerce Park excluding therefrom the floor area of any
of the following areas not leased to Lessee or any other occupants of this
development:
employee bathrooms, lounges, and eating areas
stairways, corridors, and hallways
lobbies, entries, and atriums
all mechanical, electrical and phone rooms, and janitor closets
duct shafts and elevator shafts, mail room and vending areas,
penthouses
storage rooms
any other common area
SECTION 27
MISCELLANEOUS
Section 27.01: This Lease shall be governed by, and construed
in accordance with, the laws of the State of Florida. If any provision of this
Lease or the application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Lease shall not be
affected thereby and each provision of the Lease shall be valid and enforceable
to the fullest extent permitted by law.
Section 27.02: The captions of this Lease are for convenience
only and are not to be construed as part of this Lease and shall not be
construed as defining or limiting in any way the scope of intent of the
provisions hereof.
Section 27.03: Lessee represents and warrants to Lessor that
there are no claims for brokerage commissions or finder's fees in connection
with this Lease based upon or arising out of any agreement or act of Lessee,
and Lessee agrees to indemnify Lessor and hold it harmless from all liabilities
in connection with any such claim arising from an alleged agreement or act of
Lessee (including, without limitation, the cost of attorneys' fees in
connection therewith): such agreement to survive the termination of this Lease.
Section 27.04: This Lease shall constitute the entire
agreement of the parties hereto; all prior agreements between the parties,
whether written or oral, are merged herein and shall be of no force and effect.
This Lease cannot be changed, modified or discharged orally but only by an
agreement in writing, signed by the party against whom enforcement of the
change, modification or discharge is sought.
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Section 27.05: No personal liability of any kind under any of
the terms, conditions or provisions of this Lease shall attach to the Lessor
(including any leasing agent, broker or other agent or representative of
Lessor) for the payment of any amounts payable under this Lease or for the
performance of any terms, conditions or provisions required to be performed by
Lessor under this Lease. If Lessor shall fail to perform any term, condition or
provision of this Lease required to be performed by Lessor and if as a
consequence of such default Lessee shall recover a money judgment against
Lessor, such judgment shall be satisfied only out of the proceeds of sale
received upon execution and levy of such judgment against the right, title and
interest of Lessor in the Airside Commerce Park and out of rents or other
income from such property receivable by Lessor, or out of payments received by
Lessor upon the sale or other disposition of all or any part of Lessor's right,
title and interest in Airside Commerce Park, and neither Lessor nor any of the
partners of the partnership which is Lessor hereunder or any other person or
entity shall be personally liable for any such judgment or monetary deficiency.
Section 27.06: In the event of any transfer or transfers of
Lessor's interest in the premises. including a so-called sale-leaseback, the
transferor shall be automatically relieved of any and. all obligations on the
part of Lessor accruing from and after the date of such transfer, provided that
(a) the interest of the transferor as Lessor, in any funds then in the hands of
Lessor in which Lessee has an interest shall be turned over, subject to such
interest, to the then transferee; and (b) notice of such sale, transfer or
Lease shall be given to Lessee as required by law. Upon termination of any such
Lease in a sale-leaseback transaction prior to termination of this Lease, the
former Lessee thereunder shall become and remain liable as Lessor and shall be
responsible in connection with the security deposited hereunder, unless such
mortgagee or Lessor shall have actually received the security deposited
hereunder.
Section 27.07: Lessor intends to initially refer to the
development in which the Leased Premises are located as the Airside Commerce
Park. Lessor hereby reserves the right at any time and from time to time,
without notice to Lessee, to change the name of said development or any of the
buildings located therein at Lessor's discretion.
Section 27.08: Upon Lessor's written request, but in no event
more than once each year, Lessee shall promptly furnish Lessor from time to
time, financial statements reflecting Lessee's current financial condition.
Section 27.09: Lessee shall not record this Lease without the
written consent of Lessor; however, upon the request of either party hereto,
the other party shall join in the execution of a memorandum or so-called "short
form" of this Lease for the purpose of recording. Said memorandum or short form
of this Lease shall describe the parties, the Leased Premises, the term of this
Lease, any special provisions, and shall incorporate this Lease by reference.
Section 27.10: Nothing contained herein shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership or joint venture between
the parties hereto, it being understood and agreed that neither the method of
computation of rent, nor any other provision contained herein, nor any acts of
the parties herein, shall be deemed to create any relationship between the
parties hereto other
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than the relationship of Lessor and Lessee. Whenever herein the singular number
is used the same shall include the plural, and vice versa, and the use of any
single gender shall include all other genders. In the event any language is
deleted from this Lease, said language shall be deemed to have never appeared
and no other implication shall be drawn therefrom.
Section 27.11: No payment by Lessee or receipt by Lessor of a
lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and Lessor shall accept
such check or payment without prejudice to Lessor's right to recover the
balance of such rent or pursue any other remedy in this Lease provided.
Section 27.12: The submission of this Lease for examination
does not constitute a reservation of or option for the Leased Premises, and
this Lease shall become effective as a Lease only upon execution and delivery
thereof by Lessor and Lessee.
Section 27.13: Lessee shall observe and comply with all
reasonable rules and regulations established by Lessor and GOAA including
access, use, safety, and conduct of operations of the Airport and the safe use
of Airport facilities.
SECTION 28
RELOCATION
[This section has been deleted in its entirety.]
SECTION 29
LESSEE'S OPTIONAL LEASE TERMINATION RIGHT
Section 29.01: Tenant shall have the right to terminate this
lease as of the expiration of the thirty sixth (36th) full calendar month,
Optional Lease Termination Date, only if Lessee complies with the requirements
stipulated below.
Section 29.02: Lessee's optional right to terminate shall
only apply if proper notice is given by the Tenant at least two hundred seventy
(270) days prior to the expiration of the thirty sixth (36th) full calendar
month after the Lease Commencement Date and further provided Lessee has paid
all Lease obligations up through and including the Optional Lease Termination
Date of the term of the Lease, the expiration of the thirty sixth (36th ) full
calendar month, and Lessee surrenders the Leased Premises to Landlord on or
before the expiration of such Optional Lease Termination Date in a broom clean
and tidy condition, ordinary wear and tear and damage from fire and/or other
casualty excepted.
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Section 29.03: In the event Lessee does not timely comply
with all of these conditions, then Lessee shall have no right to terminate this
Lease as of the expiration of the thirty sixth (36th) full calendar month of
the term hereof, and the Lease shall remain in full force and effect for the
full term of this Lease, four (4) years.
IN WITNESS WHEREOF, the Lessor and Lessee have executed this
Lease as of the date set forth at the outset hereof.
WITNESSES: LESSOR:
LANDO TRADEPORT LIMITED
PARTNERSHIP
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
----------------------------- By:-----------------------------
Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx
"Landlord"
LESSEE:
WORLD COMMERCE ONLINE, INC.
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx XX
----------------------------- -----------------------------
Xxxxx Xxxxxxx Xxxxxxx X. Xxxx XX
Chief Financial Officer
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EXHIBIT "A"
33
EXHIBIT "A-1"
34
EXHIBIT "B"
LEGAL DESCRIPTION
Xxxx 0 xxx 0, XXXXXXX XXXXXXXXX XXXXXXX XXXXXXX XXXX SECTION ONE, as recorded
in Plat Book 18, Page 38, Public Records of Orange County, Florida.
35
EXHIBIT "C"
Not Applicable
36
EXHIBIT "D"
CONSTRUCTION OBLIGATIONS
Landlord shall deliver the Leased Premises to Tenant in an "as is" condition
and Tenant shall accept same in an "as is" condition except as per specified
herein below. Landlord agrees to pay for the following:
1. Landlord will do initial maintenance check on all air
conditioning and heating units.
2. Landlord will do initial maintenance check on all plumbing.
3. Landlord will do initial maintenance check on all electrical
panels, fire exits signs and emergency lights.
4. Landlord will do initial pre-tenant move in cleaning of entire
space and clean all carpet not being replaced in the executive
areas.
5. Landlord agrees at landlord's sole cost and expense to complete
the tenant improvements in the designated executive areas of the
leased premises, see Exhibit "D-1", including new carpet, paint,
new partitions and vinyl coated flooring in the bathrooms, upper
and lower cabinets in the breakroom, and replacing any door knobs
missing from any doors.
6. Tenant agrees at tenant's sole cost and expense to complete any
other tenant improvements required beyond the executive areas of
the leased premises, see Exhibit "D-1".
7. Tenant agrees to pay for the requested wallpaper in the executive
areas at tenant's sole cost and expense.
8. Landlord agrees to terminate and release World Commerce Online,
Inc. from the lease agreements on 0000 Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxx and 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx from the date
that this lease agreement commences. All lease obligations shall
be pro-rated based on the date of move out from the old lease
premises to the new lease premises.
9. Tenant agrees to turn over the old leased premises in a broom
clean condition.
37
EXHIBIT "D-1"
February 22, 1999
Mr. Xxx Xxxxx
Nations Bank
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000-0000
Re: Airside Commerce Park
Dear Xx. Xxxxx:
I have enclosed a photocopy of the following documents:
- First Amendment to Lease Agreement for Roses Direct, Inc.
- First Amendment to Lease Agreement for GTE Airfone, Inc.
- Second Amendment to Lease Agreement for Dawn's Place
- Second Amendment to Lease Agreement for Gulfstream Aviation
Enterprises, Inc.
- Second Amendment to Lease Agreement for Roses Direct, Inc.
- Third Amendment to Lease Agreement for Roses Direct, Inc.
- Lease Agreement for Power & Systems Innovations, Inc.
- Lease Agreement for World Commerce Online
- Estoppel Certificates for:
- Gulfstream Aviation Enterprises
- Pre-Flight Services, Inc.
- Premier Freight Forwarders, Inc.
- Greenick, Inc. dba Airworks
- World Commerce Online
If you have any questions, please call me.
Sincerely,
Xxxxx Xxxxxxx
Property Manager
enc.
38
October 19, 1999
Mr. Xxx Xxxxx
Bank of America
Real Estate Banking Group
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000-0000
Re: Airside Commerce Park
Dear Xx. Xxxxx:
I have enclosed a photocopy of the following documents:
- Estoppel Certificates for: Radixx Solutions International, Inc.
Roller Gear, Inc.
World Commerce Online
- First Amendment to Lease Agreement for World Commerce Online, Inc.
- Second and Third Amendment to Lease Agreement for MIT Lincoln Laboratory
- Fifth and Sixth Amendment to Lease Agreement for Roses Direct, Inc.
If you have any questions, please call me.
Sincerely,
Xxxxx Xxxxxxx
Property Manager
enc.
