LEASE BETWEEN BOCA TOWN PARTNERS, LLC, a Florida limited liability company AS LANDLORD AND ANCHOR FUNDING SERVICES, LLC AS TENANT FOR APPROXIMATELY 2,875 RENTABLE SQUARE FEET LOCATED IN 800 Yamato Road, Boca Raton, Florida 33431 April 16, 2007
LEASE
BETWEEN
BOCA
TOWN
PARTNERS, LLC,
a
Florida
limited liability company
AS
LANDLORD
AND
ANCHOR
FUNDING SERVICES, LLC
AS
TENANT
FOR
APPROXIMATELY 2,875 RENTABLE SQUARE FEET
LOCATED
IN
000
Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000
April
16,
2007
LEASE
INDEX
Page
|
||||
SECTION 1. BASIC DATA. | 1 | |||
SECTION 2. PREMISES. | 5 | |||
SECTION 3. TERM. | 6 | |||
SECTION 4. PERMITTED USE . | 6 | |||
SECTION 5. FIXED ANNUAL RENT. | 7 | |||
SECTION 6. SALES AND USE TAX | 7 | |||
SECTION 7. REAL ESTATE TAXES AND ASSESSMENTS. | 7 | |||
SECTION 8. TENANT TO BEAR PROPORTIONATE SHARE OF OPERATING COSTS | 8 | |||
SECTION 9. USE OF COMMON AREAS. | 10 | |||
SECTION 10. WASTE OR NUISANCE. | 10 | |||
SECTION 11. CONSTRUCTION OF LANDLORD'S WORK AND TENANT'S WORK. | 10 | |||
SECTION 12. CONDITION OF PREMISES . | 12 | |||
SECTION 13. ALTERATIONS | 12 | |||
SECTION 14. LIENS. | 13 | |||
SECTION 15. NEGATIVE COVENANTS. | 13 | |||
SECTION 16. REPAIRS. | 13 | |||
SECTION 17. EMINENT DOMAIN | 14 | |||
SECTION 18. DAMAGE AND DESTRUCTION. | 15 | |||
SECTION 19. QUIET ENJOYMENT | 17 | |||
SECTION 20. RIGHT OF ENTRY | 17 | |||
SECTION 21. SERVICES. | 17 | |||
SECTION 22. ASSIGNMENT AND SUBLETTING | 19 | |||
SECTION 23. DEFAULT. | 19 | |||
SECTION 24. LEGAL EXPENSES. | 21 | |||
SECTION 25. INSURANCE. | 21 |
i
SECTION 26. INDEMNIFICATION. | 22 | |||
SECTION 27. LOSS AND DAMAGE. | 23 | |||
SECTION
28. END OF TERM
|
23 | |||
SECTION 29. SIGNS | 24 | |||
SECTION 30. NOTICES. | 24 | |||
SECTION 31. LANDLORD'S REPRESENTATIONS | 24 | |||
SECTION 32. NON-WAIVER. | 25 | |||
SECTION 33. SUBORDINATION NON-DISTURBANCE AND ATTORNMENT | 25 | |||
SECTION 34. ESTOPPEL CERTIFICATES | 25 | |||
SECTION
35. SATELLITE DISH
|
26 | |||
SECTION 36. RULES AND REGULATIONS | 26 | |||
SECTION 37. PARKING. | 26 | |||
SECTION 38. BROKERS | 27 | |||
SECTION 39. NO RECORDING | 27 | |||
SECTION 40. MOLD. | 27 | |||
SECTION 41. PATRIOT ACT. | 28 | |||
SECTION 42. CONSTRUCTION OF LANGUAGE. | 28 | |||
SECTION 43. LIABILITY OF LANDLORD | 28 | |||
SECTION 44. GOVERNING LAW. | 29 | |||
SECTION 45. TIME OF ESSENCE. | 29 | |||
SECTION 46. ACCORD AND SATISFACTION | 29 | |||
SECTION 47. ENTIRE AGREEMENT. | 29 | |||
SECTION 48. SEVERABILITY | 29 | |||
SECTION 49. INTEREST ON PAST DUE OBLIGATIONS. | 29 | |||
SECTION 50. LANDLORD'S LIEN. | 30 | |||
SECTION 51. RADON DISCLOSURE. | 30 | |||
SECTION 52. WAIVER OF JURY TRIAL | 30 | |||
SECTION 53. SECURITY DEPOSIT. | 30 |
ii
SECTION 54. NAME OF BUILDING AND PROJECT | 31 | |||
SECTION 55. EXCUSE OF PERFORMANCE | 31 | |||
SECTION 56. TENANT'S REPRESENTATIONS. | 31 | |||
XXXXXXX00. LAWS AND ORDINANCES | 31 | |||
SECTION 58. SUCCESSORS AND ASSIGNS | 32 |
.
SCHEDULE
OF EXHIBITS
EXHIBIT
"A"
|
BUILDING
LAND LEGAL DESCRIPTION
|
EXHIBIT
"B"
|
PREMISES
FLOOR PLAN
|
EXHIBIT
"C"
|
PROJECT
SITE PLAN
|
EXHIBIT
"D"
|
EXCLUSIONS
TO OPERATING EXPENSES
|
EXHIBIT
"E"
|
LANDLORD'S
WORK
|
EXHIBIT
"F"
|
TENANT'S
WORK
|
EXHIBIT
"G"
|
NOT
APPLICABLE
|
EXHIBIT
"H"
|
NOT
APPLICABLE
|
EXHIBIT
"I"
|
SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
|
EXHIBIT
"J"
|
RULES
AND REGULATIONS
|
EXHIBIT
"K
|
COMMENCEMENT
DATE MEMORANDUM AND CONFIRMATION OF LEASE
TERMS
|
ii
iii
LEASE
THIS
LEASE ("Lease")
is
made
as of the 16 day
of
April, 2007, between Boca Town Partners,
LLC, a Florida limited liability company ("Landlord"),
and
Anchor Funding Services, LLC, a North
Carolina limited liability company ("Tenant").
WITNESSETH:
SUMMARY
OF LEASE PROVISIONS
SECTION
I. BASIC
DATA.
Certain
fundamental provisions of this Lease are presented in this summary format in
this Section
I
to facilitate convenient reference by the parties hereto. All references in
this
Lease to the following terms shall be accorded the meanings or definitions
given
in this Section, as though such meaning
or definition were fully set forth throughout the text hereof, unless such
meanings are expressly modified,
limited or expanded elsewhere in this Lease. This Section, together with the
terms herein referenced,
shall constitute an
integral part of this Lease.
1.1"Alteration"
shall
mean any improvements, changes or alterations in or about the Premises.
1.2
"Approvals"
shall
mean any and all approvals, permits and variances required for Tenant's
occupancy and use of the Premises for the Usc (as defined herein)permitted
hereunder
from all governmental or quasi-governmental authorities and third parties
(whether
private or public) having authority pursuant to law or otherwise to approve
Tenant's
use and occupancy of the Premises.
1.3"B.O.M.A."
shall mean the standard method of floor measurement as published by the
Builders, Owners and Managers Association International Reprint, May 1981,
ANSIZ
65,1-1980,
and approved July 31, 1980 by the American National Standards Institute,
Inc,
1.4
"Building"
shall
mean the building located on the Building Land. The current address of
the
Building is 000
Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000.
The
Building consists of approximately
49,890
S.F.
1.5"Building
Land" shall
mean that certain real property more particularly described on Exhibit
"A"attached
hereto and made a part hereof.
1.6"Building
Permit" shall
mean all necessary building permits and other governmental approvals
for the performance of Tenant's Work.
1.7"Business
Days" shall
mean all days, except Sundays, New Year's Day, President's Day, Memorial
Day, Independence Day, Christmas Day, Labor Day and Thanksgiving.
1.8
"Commencement
Date" shall
mean the date upon which Landlord tenders exclusive possession
of the Premises to Tenant upon completion of interior improvements and issuance
of all necessary governmental approvals and permits have been obtained and
issued
for Landlord's Work including a Certificate of Occupancy or Certificate of
Completion.
Tenant shall be able to enter the Premises no less than 30 days prior to
Commencement
Date to complete Tenant fit up and set up. Except if caused by Tenant
change
orders to Landlord's Work or by Tenant's negligence or intentional interference
with
the
completion of Landlord's Work, in the event Landlord is unable to tender
possession
of the Premises to Tenant in accordance with the terms of this Lease on or
before
June
1, 2007 (the
"Outside
Delivery
Date"), then
Tenant shall have the right to cancel
this Lease upon thirty (30) days prior written notice to Landlord. Upon receipt
of Tenant's written notice, Landlord shall thereafter have thirty (30) days
from
receipt of Tenant's
written notice to deliver the Premises to Tenant with Landlord's Work
substantially
completed. In the event the Landlord fails to deliver the Premises to Tenant
with
Landlord's Work substantially completed within such thirty (30) day period,
then
this
Lease shall terminate on the thirty (30th)
day
from receipt of Tenant's written notice.
1
1.9
"Common
Areas" shall
mean the following areas: (i) any areas in the Building devoted to
lobbies, hallways, elevators, rest rooms, janitorial closets, mailrooms, vending
areas and
other
similar facilities provided for the common use or benefit of tenants generally
and/or
for the public located in the Building; (ii) portions of the Building used
for
mechanical
rooms, electrical facilities, telephone closets, fire towers and building
stairs; (iii)
elevator shafts, vents, stacks, pipe shafts and vertical ducts, provided Tenant
is not granted
a
license to utilize such areas; and (iv) those portions of the Building and/or
the Building Land which arc provided and maintained for the common use and
benefit of Landlord and tenants of the Building only and employees and invitees
and licensees of Landlord
and such tenants; including, without limitation, all atriums, walkways, parking
areas,
and all streets, sidewalks and landscaped areas comprising the Building
Land.
1.10
Fixed
Annual Rent" shall
mean the base rent to be paid each and every Lease Year during
the initial term which shall be as follows:
Lease
Year 1- the sum of $24.00 times the Rentable Square Footage (2,875) of the
Premises per Lease Year less the first months rent which shall be zero (S0.00)
or a credit to the Tenant of $5,750.00; for a remaining amount due which equals
$63,250.00
per
annum, payable in eleven equal monthly payments of $5,750.00,
plus
applicable Florida sales tax.
Lease
Year 2 - the sum of 51.00
times
the
Rentable Square Footage (2,875) of the Premises
per Lease Year; which equals $69,000.00
per
annum, payable in twelve equal
monthly payments of $5,750.00
plus
applicable Florida sales tax.
Lease
Year 3 - the sum of 523.00 times the Rentable Square Footage (2,875) of the
Premises
per Lease Year; which equals $71,875.00
per
annum, payable in twelve equal
monthly payments of $5,989.59,
plus
applicable Florida sales tax.
Lease
Year 4 - the sum of 121.00
times
the
Rentable Square Footage (2,875) of the Premises
per Lease Year; which equals $71,875.00
per
annum, payable in twelve equal
monthly payments of $5,
989.58
plus
applicable Florida sales tax.
Lease
Year 5 - the sum of M.50
times
the
Rentable Square Footage (2,875) of the Premises
per Lease Year; which equals $73,312.50
per
annum, payable in twelve equal
monthly payments of $6,109.38
plus
applicable Florida sales tax.
Lease
Month 61 subsequent to Lease Year 5 — the sum of $26.00 times the Rentable
Square Footage (2,875) of the Premises per Lease Month; which equals
$6.229.17,
payable
in one monthly payment of S 6,229.17
plus
applicable Florida sales
tax
1.11
"Hazardous Substance"shall
mean any flammables, explosives, radioactive material, hazardous wastes,
hazardous or toxic substances or related materials, asbestos or any material
containing asbestos, or any other substance or material as defined in any
federal, state
or
local environmental law, ordinance, rule or regulation, including, without
limitation,
the Comprehensive Environmental Response Compensation and Liability Act of
1980,
as amended, the Hazardous Material Transportation Act, as amended, the
Resource
Conservation and Transportation Act, as amended, the Resource Conservation
and
Recovery Act, as amended, and in the regulations adopted in publications
promulgated
pursuant to each of the foregoing.
2
1.12 "Landlord"
shall
mean BOCA TOWN PARTNERS, LLC its grantees, successors and assigns.
1.13
"Landlord's
Work"
shall
mean all work to be performed by Landlord to complete the Premises
in substantial accordance with the approved interior space plans as delineated
on
Exhibit
"E".
1.14
"Lease
Year" shall
mean each twelve (12)-month period beginning on the Rent Commencement
Date and each anniversary thereof, provided the Rent Commencement Date
is
on the first day of a month. If the Rent Commencement Date falls on a day other
than
the
first day of a month, then the first Lease Year shall begin on the first day
of
the calendar
month next following the Rent Commencement Date. If the Rent Commencement
Date falls on a day other than the first day of a month, then the Term
shall
be
extended by the period of time ("Partial
Lease Year") from
such
Rent Commencement
Date through the end of the calendar month in which the Rent Commencement
Date falls.
1.15 "Lease
Month" shall
mean thirty days commencing on the first day after the last day of the
last
Lease Year and ending on the thirtieth day thereafter.
1.16
"Material
Alterations" shall
mean any alteration which: (i) is not limited solely to the interior
of the Premises or in any other way affects the exterior of the Premises; or
(ii) is structural
or affects the strength of the Building; or (iii) affects the use of the
mechanical, electrical,
sanitary, heating, ventilating, air-conditioning or other services of the
Building; or
(iv)
has an aggregate cost greater than Thirty Thousand Dollars
($30,000).
1.17
"Normal
Business Hours" shall
mean from 7:00 a.m. to 7:00 p.m. during all Business Days
except Saturdays, and from 8:00 a.m. to 1:00 p.m. on Saturdays. Tenant to have
access
to
Premises 24/7/365. Landlord shall provide a Key Card front door access
system
to
the Common Area west entrance.
1.18 "Notice
Address":
To Landlord at: | Boca Town Partners, LLC |
000 Xxxxxx Xxxx, Xxxxx 000 | |
Xxxx Xxxxx, Xxxxxxx 00000 | |
Attention: Xxxx Xxxxx , Senior V.P. of Finance | |
Telephone: 000-000-0000 Fax: 000-000-0000 | |
Email: xxxx(a),xxxxxxxxxxxxxxxxx.xxx | |
with a required simultaneous copy to: | XXXXXX & LIPSHY, P.A. |
000 X.X. Xxxxx Xxxxxx | |
Xxxxxx Xxxxx, Xxxxxxx 00000 | |
Attention: Xxxxxx X. Xxxxxx, Esq. | |
Telephone: 000- 000-0000 | |
Fax: 000-000-0000
|
|
E-mail xxxxxx@xxxxxxx.xxx | |
To Tenant at: | Anchor Funding Services, LLC |
0000-X Xxxxx Xxxxx Xxxxxxxxx Xxxxx | |
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | |
Telephone: 000-000-0000
Fax:
000-000-0000
|
3
1.19
"Premises"
shall
mean a portion of the first (1st) floor containing approximately 2,875
Rentable
Square Feet, (subject to verification by Landlord's architect) substantially
identified
by labeling on the floor plans attached hereto and made a part hereof as
Exhibit
"B", containing
a total of approximately 2,500 usable square feet and having an approximate
common area loss factor of 15.0%
The
Premises are designated as Suite 102.
1.20
"Project" means the Building Land, together with all improvements constructed
thereon from
time
to time including, but not limited to, the Building and Common Areas. The
Project
is an office building referred to as "BOCA
TOWN PARTNERS PLAZA".
1.21
"Rentable
Area"
or
"Rentable
Square Footage" shall
mean the total rentable area (as it exists
from time to time) based on the B.O.M.A. method. Rentable Area of the Premises
means
approximately 2,875 square feet and Rentable Area of the Building means
approximately
49,890
square feet.
1.22 "Rent
Commencement Date" shall
mean the date which is the same date as the Commencement
Date.
1.23 "Rent
Payment Location" shall
mean 000 Xxxxxx Xxxx Xxxxx 000 Xxxx Xxxxx, Xxxxxxx 00000
or
such other location as Landlord may designate in writing from time to
time.
1.24
"Security
Deposit" The
sum
of SEVENTEEN THOUSAND TWO HUNDRED FIFTY ($17.250.M
DOLLARS
representing two months gross rent which shall be paid by Tenant
to
Landlord upon execution of this Lease by Tenant, and which Landlord shall
hold
as
Security Deposit herein. There are no personal guaranties under this Lease
as
the Tenant
is
a Public Company.
1.25 "Site
Plan" shall
mean the diagram of the land and improvements which will comprise the
Project attached hereto and made a part hereof as Exhibit
"C".
1.26
"Specified
Brokers" shall
mean Butters Realty and Management, LLC, representing the Landlord
and Commet Realty representing the Tenant with commission to each to be
paid
by
Landlord by separate agreement.
1.27
"Stipulated
Rate" means
interest at the rate of two percent (2%) per annum over the prime
rate published from time to time by Bank of America (or similar institution
if
such rate
ceases to be published) (which prime rate shall be its published prime rate
and
not necessarily
the lowest rate charged to its most creditworthy customers).
1.28 "Tenant"
shall
mean Anchor
Funding Services, LLC.
and
its
permitted successors and permitted
assigns.
1.29
"Tenant
Property" shall
mean all movable partitions, business and trade fixtures, machinery
and equipment, computers, furniture, satellite dish(es), signage, communications
equipment and office equipment, whether or not attached to or built into
the
Premises which are installed in the Premises by or for the account of Tenant
and
can be
removed without structural damage to the Building and all furniture, furnishings
and other
articles of movable personal property owned by Tenant and located in the
Premises.
10
4
1.30
"Tenant's
Proportionate Share" shall
mean approximately 5.7611/0
which
is
comprised of
the
rentable area (as defined in B.O.M.A.) of the Premises, divided by the total
rentable
area (as defined in B.O.M.A.) which is constructed in the Building.
1.31"Tenant's
Work" shall
mean all work to be performed by Tenant to complete the Premises
in substantial accordance with the Tenant's Plans attached hereto as
Exhibit
1.32
"Term"shall
mean five (5) Lease Years plus one (1) Lease Month plus Partial Lease
Year
(if
applicable) commencing on the Rent Commencement Date and ending at 11:59
p.m.
on
the last day of the Lease Month subsequent to the last Lease Year ("Expiration
Date")
or
on such earlier date in which the Term of this Lease shall expire or be
cancelled
or terminated pursuant to any of the conditions or covenants of this Lease
or
pursuant
to law.
1.33
"Usable
Area" or
"Usable
Square
Footage" shall
mean the total usable area (as it exists from
time
to time) based on the B.O.M.A. method. Usable Area of the Premises means
approximately
2,500
square
feet, subject to adjustment as provided in Section 2 hereof.
1.34
"Use"shall
mean general business office use which may include, but not be limited to,
administrative office uses and all uses incidental thereto and for any other
lawful use or purpose
consistent with the character of a first-class office building. Tenant shall
be
permitted
to use the Premises 24 hours per day, 365 days a year.
STANDARD
PROVISIONS OF LEASE
SECTION
2. PREMISES.
Subject
to the rent, terms and conditions herein set forth, Landlord hereby leases
to
Tenant
and Tenant hereby rents from Landlord the Premises, subject to the terms and
provisions of this Lease,
to
have and to hold for the Term, unless the Term shall be sooner terminated as
hereinafter provided.
No
less
than thirty (30) days Prior to the Commencement Date, Tenant shall have the
right,
upon written notice to Landlord, to enter the Premises for purposes of preparing
the Premises for the installation
of furniture systems, telephone equipment and similar functions to facilitate
Tenant's move in and
start
up of its business operations. The indemnification and hold harmless provisions
provided for herein
shall apply during such pre- move in period.
In
addition, if prior to the Commencement Date Tenant shall determine that rentable
square footage of the Premises is not large enough to accommodate Tenant's
space
planning needs, Tenant shall
be
permitted to request that additional contiguous space be added to the Premises.
Any such expansion
of the Premises shall be upon the same terms and conditions applicable to the
Premises initially demised
hereunder (including the Fixed Annual Rent and the Allowance) and the term
of
any such expansion
space shall be coterminous with the term of the Premises initially demised
hereunder. Any such expansion
of the Premises pursuant to the terms of this paragraph shall be on the first
(1st) floor only. In the
event
of any such expansion of the Premises pursuant to the terms of this paragraph,
the parties shall enter
into an amendment to this Lease adding such space to the Premises and the
appropriate increases shall be
made
to the rentable square footage of the Premises, the Tenant's Proportionate
Share
and any other matter
under this Lease that is a function of square footage shall also be adjusted
accordingly.
5
Promptly
upon the Commencement Date, Landlord shall,
at Landlord's own expense, direct
its architect (or engineer) to determine the actual Usable Area of the Premises
and the Rentable Areas of
the
Premises and the Building and the Tenant's Proportionate Share (based on
B.O.M.A. and showing in detail
the method of calculation thereof) as actually constructed and certify the
same
to Tenant. In the event
that the foregoing measurements as determined in good faith by Landlord's
architect (or engineer) are greater
or less than the square footage specified in Section
1 of
this
Lease, the Usable and Rentable Areas of
the
Premises and Tenant's Proportionate Share shall be adjusted to equal the amount
so determined, and the
Fixed
Annual Rent and all other amounts specified in this Lease which are a function
of the Usable Area
or
Rentable Area of the Premises and/or Building shall be adjusted
accordingly.
In
the
event Tenant disagrees with the Landlord's architect's (or engineer's)
determination of
the
Usable or Rentable Areas of the Premises or Building, Tenant shall have the
right to obtain a good faith
determination of the measurement in question by an architect (or engineer)
of
its choosing. If' the determinations
of the measurement in question by the architects (or engineers) of the
respective parties differ,
the architects (or engineers) shall each be provided with a copy of the other
party's architect's (or engineer's)
determination. The two (2) architects (or engineers) shall have fourteen (14)
days from delivery of
the
other party's architect's (or engineer's) determination to agree or to select
a
mutually agreeable third architect
(or engineer). Such third architect (or engineer) shall have thirty (30) days
from the date he is selected
to make such independent measurements and investigation as he deems reasonable
and necessary and
to
deliver to the parties a written determination. The determination of such third
architect or engineer will
be
final, binding and non-appealable. Each party shall bear the cost and fees
of
its architect (or engineer),
and both parties shall equally divide the costs and fees of the third architect
(or engineer). If the architects
(or engineers) of the respective parties fail to agree yet do not appoint a
third architect (or engineer)
within the time provided, then either party may request that the then President
of Palm Beach County
Institute of Architects (or its successor organization) appoint such third
architect (or engineer). If Palm
Beach County does not have a chapter of the American Institute of Architects,
then either party may request the Chief Judge of the Circuit Court of Palm
Beach
County, Florida appoint such third architect or engineer. If the parties have
not agreed upon the Rentable Area of the Premises, prior to the Rent
Commencement
Date, Tenant shall pay Fixed Annual Rent during the period prior to the final
determination
in an amount calculated using the Landlord's architect's (or engineer's)
determination of the Rentable
Area of the Premises. Upon the final determination of the Rentable Area of
the
Premises, Tenant shall
immediately pay any amounts which were due and not paid, or Landlord shall
credit Tenant's account for
any
excess amounts previously paid, as the case may require. In addition, upon
the
final determination of
the
Rentable Area of the Premises, Landlord and Tenant shall enter into a
Commencement Date Memorandum
and Confirmation of Lease Terms. The form of which is attached hereto as
Exhibit
"K".
SECTION
3. TERM.
The
Term
shall commence on the Rent Commencement Date. Landlord shall deliver
exclusive
possession of the Premises to the Tenant on the Commencement Date.
SECTION
4. PERMITTED
USE .
It
is
understood that the Premises are to he used solely for the purposes set forth
in
Section
1 and
for
no other purposes. If any governmental license or permit shall be required
for
the proper and
lawful conduct of Tenant's business in the Premises, Tenant shall, at its
expense, duly procure and thereafter
maintain such license or permit and shall at all times comply with the terms
and
conditions of same. Tenant shall not at any time suffer the Premises to be
used
or occupied (a) in violation of (i) the Certificate of Occupancy for the
Premises or for the Building, (ii) any of the provisions of this Lease, or
(iii)
zoning ordinances, and rules and regulations of governmental and quasi
governmental authorities having
jurisdiction. Landlord shall not lease any part of the Building for, or suffer
or permit any part of the Building
to be used for, any use other than uses which are consistent with and
appropriate for a first-class office
building. Landlord confirms that Tenant's indented use as a corporate office
is
an accepted use permitted
by local governmental authorities.
6
SECTION5.FIXED
ANNUAL RENT.
A. Tenant
hereby covenants and agrees to pay to Landlord in lawful United States
funds,
together with any and all applicable sales and use taxes levied upon the use
and
occupancy of the Premises as set forth in Section
6 the
Fixed
Annual Rent specified in Section
1 payable
in equal monthly installments
in advance, beginning on the Rent Commencement Date and continuing on the first
day of each
and
every calendar month thereafter during said Term. All forms of rent due under
this Lease shall be paid to Landlord, without demand, setoff or deduction
whatsoever, unless otherwise set forth herein, at the Rent
Payment Location specified in Section
1 or
at
such other place as Landlord shall designate in writing to
Tenant.
Promptly
upon the occurrence of the Rent Commencement Date, the parties shall
execute an instrument confirming the Rent Commencement Date and the expiration
date of the initial Term
hereof, but the failure of any party to do so shall not release any of the
parties from any of their obligations
hereunder.
B. Any
and
all sums of money or charges, other than Fixed Annual Rent, required
to
be
paid by Tenant under this Lease, whether or not the same be so designated,
shall
be considered "additional
rent." Landlord shall have the same rights and remedies with respect to
additional rent as with respect
to Fixed Annual Rent. The term "Rent" is hereby defined to mean the Fixed Annual
Rent and any additional
rent payable by Tenant to Landlord under this Lease.
C.
In the
event any rental or other payment due Landlord hereunder shall not be
paid
within ten (10) days after the due date two (2) or more times in any Lease
Year
(or Partial Lease Year), on the third and each subsequent occasion in such
Lease
Year Tenant shall pay Landlord a late payment
fee of three percent (3%) of the unpaid past due amount.
SECTION
6. SALES
AND USE TAX .
Tenant
hereby covenants and agrees to pay monthly to Landlord, as additional rent,
any
sales
and
use tax now or hereafter imposed upon the rents, use or occupancy of the
Premises by the United States
of
America, the State of Florida, the County of Palm Beach or any political
subdivision thereof, notwithstanding
the fact that such statute, ordinance or enactment imposing the same may
endeavor to impose
the tax on Landlord.
SECTION
7.
REAL
ESTATE TAXES AND ASSESSMENTS.
(a) The
term
"Taxes" shall mean and include all ad valorem real estate taxes and general
and special assessments which shall, beginning on the Commencement Date and
continuing during the
Lease
Term, become due and payable with respect to the Project, other than any fine,
penalty, cost or interest for any tax or assessment or part thereof which
Landlord failed to timely pay (except if same are imposed by reason of Tenant's
default hereunder).Landlord shall pay, prior to delinquency, all Taxes levied
or
assessed against the Project. Nothing contained in this Lease shall require
Tenant to pay any estate, inheritance,
succession, capital levy, corporate franchise, gross receipts, transfer or
income tax of Landlord. References
is made to the fact that, under the present system of real estate taxation
in
the State of Florida, the
amount of real estate tax payable is discounted in varying amounts depending
upon how soon after receipt
of the tax xxxx such tax xxxx is paid. Tenant's share of the Taxes shall be
calculated and paid based upon
the
highest available discount allowed under applicable law for early payment,
except if Tenant fails to
timely
pay its share of such Taxes as required hereunder.
(b) The
term
"Taxes Applicable to the Premises" shall mean Tenant's Proportionate Share
of
all Taxes becoming due and payable in any tax year during the Term.
(c) Beginning
on the Commencement Date and throughout the Term of this Lease, Tenant
shall pay to Landlord, as additional rent, an amount equal to Tenant's
Proportionate Share of Taxes Applicable
to the Premises as reasonably estimated by Landlord annually. Landlord shalt
provide Tenant prior
to
execution of this Lease a cost breakdown of the current operating expenses
(see
Section
8) and
real
estate
taxes for the fiscal year 2006. Such payments shall be made in equal monthly
installments along with
Tenant's Proportionate Share of Operating Costs, as herein defined. Also, upon
request of Tenant, Landlord
shall provide Tenant with a copy of the receipted tax xxxx(s) for the
immediately preceding calendar
year.
7
(d) In
the
event that taxing authorities in the locality in which the Premises arc
located
include or calculate, in Taxes, the value of Tenant's machinery, equipment,
trade fixtures, tools, stock
in
trade, inventory or other assets of Tenant, then, and in that event, Tenant
shall pay all taxes on such items if such taxes are separately
stated.
(e) Tenant
shall also pay to Landlord as additional rent, Tenant's Proportionate
Share
of
the reasonable costs and expenses paid or
incurred
by Landlord during each calendar year of the Lease
Term for professional and other services (including, but not limited to,
reasonable fees and expenses of
consultants, attorneys, appraisers and experts) in connection with efforts
which
successfully lowered Taxes
or
successfully resisted increased Taxes; provided, however, in no event shall
Tenant's Proportionate share
of
such costs and expenses exceed the amount of the savings. Such costs and
expenses shall be determined
in accordance with generally-accepted accounting principles and allocated to
any
particular calendar
year on the accrual method of accounting. Tenant shall pay its Proportionate
Share of such costs and
expenses annually within thirty (30) days following receipt by Tenant of a
statement therefor, and Tenant's
Proportionate Share shall be prorated in the event Tenant is required to make
such payment for a Partial
Lease Year.
(t)
With
respect to any special assessments for Taxes which may be evidenced by
improvement
or other bonds, or may be paid in installments, only the amount of such
installment (with appropriate
proration for any partial calendar year) which become due during the Lease
Term
shall be included
in Tenant's annual pro rata portion of the Taxes Applicable to the
Premises.
Any
rebates, refunds or abatements of Taxes received by Landlord subsequent to
payment
of Taxes by Tenant shall be refunded to Tenant on a pro rata basis within thirty
(30) days of receipt
thereof by Landlord. Any such rebate, refund or abatement realized by Landlord
prior to payment by
Tenant
shall result in an immediate reduction in Tenant's pro rata portion of the
Taxes
then due to Landlord.
SECTION
8. TENANT
TO BEAR PROPORTIONATE SHARE OF OPERATING COSTS.
A.
For
the purpose of this Lease, the term "Operating
Costs" shall
mean the total cost
and
expense (as hereinafter defined), incurred by Landlord in operating, managing,
and maintaining and repairing the Project. The items and charges comprising
Operating Costs shall specifically include, without
limitation, gardening and landscaping, the cost of public liability, property
damage, wind storm, flood and other insurance as is customary for similar
projects located in Boca Raton, Florida, repairs, line painting,
lighting, utilities, electricity, (including
electricity and water consumed in the Premises, it being
expressly agreed upon by the parties hereto that the there shall be no separate
electric or water meter
for the Premises) sewer
and
water allocable to the leasable areas of the Building and to the Common
Areas, sign maintenance, music systems, sanitary control, removal of trash,
rubbish, garbage and other
refuse from the leasable areas of the Building and the Common Areas, janitorial
services for the leasable
areas of the Building and to the Common Areas, service and maintenance
agreements for the Common
Areas, and the cost of personnel (including a property manager and employees
supervised and reporting to such manager, but not including any employees above
the grade of property manager nor any executives,
principals, partners, investors or related or affiliated parties of Landlord
or
the property manager
and the salary of the property manager shall be equitably apportioned among
other portions of the Project
and any other properties which such manager is responsible for) necessary or
convenient to implement
the services specified in this Lease, with all customary employment and normal
retirement benefits
incident thereto, including without limitation, pension and medical and life
insurance benefits, and security personnel, if such personnel are employed.
Landlord shall have the right with regard to any and all management and
maintenance obligations of Landlord under this Lease, to contract with such
person(s) or entity
or
entities for the performance and accomplishment of such of the obligations
as
Landlord shall deem proper,
including entities in which Landlord may hold an ownership or other interest.
In
all events, Operating
Costs are to be at competitive market rates and are not to exceed those which
will be payable generally
to an "independent contractor," which term is hereby defined as a person or
firm
having no direct or
indirect financial or other business interest in, or relationship with, Landlord
or Landlord's management agent
or
any of their respective principals, agents, servants, employees, stockholders,
officers or directors. No
Operating Costs shall be commingled with any other property or building or
with
those of any other person
or
entity unless such expenses are bona fide expenses which are incurred in
connection with the Project
and provided such commingling does not result in greater Operating Costs being
allocated to Tenant
and that Operating Costs applicable to the Project are susceptible to audit.
Notwithstanding anything
to the contrary contained in this Lease, Operating Cost shall not include those
costs and expenses set
forth
in Exhibit
"D" attached
hereto and made a part hereof.
8
B. Beginning
on the Commencement Date, Tenant shall pay to Landlord, as additional
rent, an amount equal to Tenant's Proportionate Share of Operating Costs as
reasonably estimated
by Landlord annually. Landlord estimates Tenant's initial Proportionate Share
of
Operating Costs and
Taxes
during the first Lease Year shall be approximately 112..00
per
rentable square foot per year and payable
in twelve (12) equal monthly installments; however this is intended only to
be
an estimate and is subject
to adjustment by Landlord. Such payments shall be made in monthly installments,
commencing on the
Commencement Date and continuing until the first day of the month following
the
month in which Landlord
gives Tenant a new notice of estimated expenses. It is the intention hereunder
to estimate after the
end
of each calendar year the amount of the actual expenses for each calendar year
and Tenant's Proportionate
Share thereof, and then to make an adjustment in the following year based solely
on the actual
expenses incurred in the previous year. Landlord shall provide Tenant prior
to
execution of this Lease
a
cost breakdown of current operating expenses and real estate taxes (see
Section
7)
for
fiscal year 2006.
On
or
before approximately April
1 of
each
calendar year, Landlord shall deliver
to Tenant a statement certified by Landlord in reasonable detail setting forth
the total Operating Costs
and
Taxes actually incurred for the preceding calendar year and the method of
calculation thereof. If Tenant's Proportionate Share of the actual expenses
for
the previous calendar year as determined above exceeds
the total of the estimated monthly payments made by Tenant for such year, Tenant
shall pay Landlord
the amount of the deficiency within thirty (30) days of the receipt of the
statement, If such total of
the
estimated monthly payments made by Tenant exceeds Tenant's Proportionate Share
of the actual expenses
for such previous year as determined above, then Landlord shall pay Tenant
the
amount of the credit
within thirty (30) days of the receipt of the statement. The obligations of
Tenant and Landlord to make
payment adjustment required under this Section shall survive the termination
of
this Lease.
C. At
reasonable times and on reasonable notice, Tenant shall have the right, not
more
frequently than once in any calendar year, to audit all of Landlord's (or
Landlord's agent's) records pertaining
to Operating Costs with a representative of its choice, which is not compensated
on a contingency
basis. In the event the overstatement of charges exceeds five percent (5%)
of
the sum previously
billed to Tenant, Landlord shall refund Tenant the cost of such audit. In the
event such audit shall
reveal that Tenant was over charged Operating Costs, then any overcharges billed
to Tenant shall be refunded
by Landlord to Tenant within thirty (30) days after Tenant's completion of
such
audit. Landlord shall
retain its records regarding Operating Costs for a period of at least one (1)
year following the final billing
for the calendar year in question and shall make same available to Tenant for
review at the Building or
at the
office of Landlord's property manager in Boca Raton, Florida. The failure of
Tenant to elect to examine
Landlord's records pertaining to Operating Costs within one hundred twenty
(120)
days of receiving
a reconciliation of Operating Costs for the previous calendar year shall be
deemed to be a waiver of
Tenant
with respect to such examination or auditing and the acceptance by Tenant of
the
annual statement
for the particular calendar year to which the annual statement
relates.
D. Special
Allocation of
Operating Costs - Prior to the date on which ninety-five percent
(95%) of the total rentable area of the Building is occupied by tenants, those
components of Operating Costs which vary with the level of occupancy of the
Building shall be allocated as if the Building had
been
at least 95% leased and occupied. All allocations shall be made in accordance
with generally accepted accounting principles consistently applied. Operating
Costs which do not vary with the level of occupancy,
such as insurance and all expenses related to the Common Areas, will continue
to
be allocated on
a pro
rata basis over the total rentable area of the Building, whether or not
occupied.
15
9
SECTION
9. USE
OF COMMON AREAS.
The
use
and occupation by Tenant of the Premises shall include the nonexclusive use,
in
common
with others entitled thereto, of the Common Areas including, without limitation,
the lobbies, waiting
areas and other areas for the nonexclusive use of tenants, and agents,
employees, customers and invitees
of Tenants, within the Building as such Common Areas now exist or
as
may
hereafter be constructed
for the benefit of or as a part of the Building, and other facilities as may
be
designated from time
to
time by Landlord, subject, however, to the terms and conditions of this Lease
and the reasonable nondiscriminatory rules and regulations for the use thereof
as prescribed from time to time by the Landlord. (The elevators and stairwells
to
the
second floor are for the exclusive use of other tenants.) Subject to the
terms
of
this Lease, all Common Areas shall at all times be subject to
the
exclusive control and management
of Landlord, and Landlord shall have the full right and authority to employ
all
personnel and to
make
all
reasonable nondiscriminatory rules
and
regulations as Landlord may in its
reasonable
discretion deem
proper, pertaining to the proper operation and maintenance of the Building
Common Areas. Landlord
shall have the right to temporarily close all or any portion of the Common
Areas
to such extent as may,
in
the
reasonable opinion of Landlord's counsel, be legally sufficient to prevent
a
dedication thereof or the
accrual of any rights to any person or
the
public therein; and to close temporarily any portion thereof in connection
with the completion of necessary repairs thereto, and except as otherwise
expressly provided herein, Tenant shall not
be
entitled to
any
compensation, damages, or diminution or abatement of rent, nor shall
same be deemed a constructive or actual eviction; provided, however, in
no
event
shall any such closure
prohibit Tenant from accessing the Premises, otherwise, all Fixed Annual Rent
and additional rent payable
by Tenant hereunder shall xxxxx during the period in which Tenant shall be
prohibited from accessing
the Premises as a result of such closure.
SECTION
10. WASTE
OR NUISANCE
Tenant
shall not commit or suffer to be committed any waste upon the Premises or any
nuisance
or other act or thing which may disturb the quiet enjoyment of any other tenant
in
the
Project.
SECTION
11. CONSTRUCTION
OF LANDLORD'S WORK AND TENANT'S WORK.
A. Landlord's
Work.
Landlord
agrees, at the sole cost and expense of Landlord, to perform any and
all
work
necessary to deliver exclusive possession of the Premises to Tenant in the
following condition ("Landlord's
Work"):
(1)
The
Premises shall be delivered to
Tenant
by
Landlord in a turn-key build
out
equal to a standard office finish and in a neat and clean condition, free of
any
Hazardous Substance (including, without limitation, any asbestos or
asbestos-containing material). Landlord shall construct such demising partitions
as
shall
be necessary to
separate
the Premises from the
balance
of the Building which
contains the Premises in
substantial
accordance with the Tenant's approved
floor plan. Such demising walls and partitions shall be metal studs covered
with
drywall (to
have
a
minimum one hour rating) which are taped, bedded
and sanded smooth, in a condition ready for final finish to be applied by
Tenant.
Landlord shall insure that the demising walls and partitions meet or
exceed
all applicable fire codes and insurance regulations.
10
(2)
The
Premises shall be delivered in a structurally sound condition and with a
completely watertight roof; and all plumbing, sprinkler system, HVAC
system
and utilities shall be in good working order.
(3) Landlord
agrees, to fully cooperate with Tenant and to assist Tenant in obtaining
the Building Permit required for Tenant's Work, and in obtaining an
unconditional permanent Certificate of Occupancy for the Premises, or the local
equivalent
thereof.
(4) The
Premises shall be delivered in accordance with Landlord's Work requirements
as set forth in Exhibit
"E".
(5) The
Project and exterior Common Areas (parking areas, drives and landscape
areas) shall be completed by Landlord.
(6)
Landlord warrants and guarantees Landlord's Work to have been accomplished
in a first class manner with good workmanship and materials for a period
of
twelve (12) months from the Rent Commencement Date. After expiration
of said twelve (12) month warranty period, Landlord shall assign to Tenant
any
and all warranties and guaranties of third parties held by Landlord relating
to matters which will be the Tenant's maintenance responsibility hereunder,
except in the event same are unassignable, in which event Landlord shall
enforce same for the benefit of Tenant. Landlord warrants that upon completion
of Landlord's Work, the Premises and Building will meet with all present
laws, codes, regulations and ordinances.
Prior
to
Tenant taking possession of the Premises, Tenant shall be given an opportunity
to inspect the Premises
with Landlord's representative to confirm that Landlord's Work has been properly
completed. At that
time, Tenant shall execute an inspection statement listing any deficiencies
in
Landlord's Work; which statement is to be mutually agreed upon by Landlord
and
Tenant at the time of Tenant's inspection. In the event
there are any deficiencies in the Landlord's Work, Landlord will be obligated
to
correct those items at
its
sole cost within a reasonable period of time, not to exceed sixty (60) days
from
the date of such inspection. The Landlord's obligation to correct any
deficiencies as provided for in this Section
11
A,
shall
not
be
grounds for deferring the Commencement Date. If Tenant fails to take advantage
of the right to a pre-possession
inspection on the date and time scheduled, Landlord will not be obligated to
reschedule an inspection prior to Tenant taking possession of the Premises
and
Tenant shall be deemed to have accepted possession
of the Premises in its "AS IS" condition.
B.
Tenant's
Work. Prior
to
the commencement of construction by Tenant, Tenant shall
supply Landlord with its proposed floor plan layout and scope of work for the
Premises (the "Preliminary
Plans") and
shall
hereinafter be referred to as "Tenant
Work". Landlord
shall have three (3)
business days from its receipt of the Preliminary Plans to approve or disapprove
same, which approval shall not be unreasonably withheld. In the event Landlord
fails to disapprove said Preliminary Plans within such
three (3) business days, the Preliminary Plans shall be deemed approved. Prior
to the commencement of
construction by Tenant, Tenant shall supply Landlord with the final plans and
specifications for Tenant's Work.
Tenant's Work shall be compatible with Landlord's Work and must comply with
all
applicable laws, ordinances
and building codes and must be approved by Landlord, which approval shall not
be
unreasonably
withheld. Landlord shall have seven (7) days from its receipt of the final
plans
and specifications
for Tenant's Work to approve or disapprove same, which approval shall not be
unreasonably withheld.
In the event that Landlord has failed to approve the final plans and
specifications for Tenant's Work
within said seven (7) day period, Tenant's Work shall be deemed approved. Such
plans and specifications,
as finally approved by Landlord, are referred to herein from the time to time
as
"Tenant's
Plans".
Any
upgrades or improvements made to the Premises in addition to Landlord's Work
made either simultaneously
or subsequent to such work shall be an additional cost to Tenant.
11
Tenant
shall have the right to undertake all of the Tenant's Work through its own
contractor.
There shall be no fees charged by Landlord to Tenant for management or
supervision by Landlord of Tenant's Work. Tenant shall be permitted to enter
and
have prior access to Premises along with its agents, contractors and architects.
Such right of access shall include access to and use of the loading
dock, elevators, electrical systems, air conditioning and related facilities.
There shall be no charge for
the
use of said facilities.
Tenant
shall obtain Landlords prior written approval to any material revisions to
the
Tenant's Plans requested by Tenant, which approval shall not be unreasonably
withheld or delayed. Notwithstanding
anything to the contrary herein contained, Tenant's Work may vary from the
requirements of
the
Tenant's Plans if the variances are required by the circumstances or good
construction practices, the building
permit or applicable legal requirements, or if the variance is not
material.
Prior
to
Tenant commencing any portion of the Tenant's Work, Tenant shall: (i)
obtain
the Building Permit, (ii) advise Landlord of the name of the general contractor
to be engaged by Tenant
to
perform the Tenant's Work, the selection of such contractor to be subject to
the
reasonable prior approval of Landlord (which approval shall not be unreasonably
withheld or delayed), and (iii) furnish Landlord
with proof that Tenant has obtained public liability insurance covering the
Premises as required by
Section
26A
hereof
and that the general contractor has in effect a policy of liability insurance,
builder's risk
insurance and workers' compensation insurance in such amounts and in such form
as is customarily maintained
in connection with similar construction in the vicinity of the Building. Tenant
shall perform Tenant's
Work in a good and workmanlike manner in compliance with the building and zoning
laws applicable to the Premises. Tenant shall complete Tenant's Work free and
clear of all liens and encumbrances
for work, labor and services.
C.
HVAC
Systems. Tenant
shall have the ability to control the Premises' temperature
and humidity on a constant (24 hours per day) basis. Tenant, at its expense,
shall have the right
during the term of this Lease, to install its own package air-conditioning
unit(s) within the Premises or on the roof of the Building. Prior to installing
any such package air-conditioning unit, Tenant shall obtain Landlord's
approval of the plans and specifications thereof, which approval shall not
be
unreasonably withheld
or delayed. In the event Tenant installs its own package air-conditioning
unit(s) on the roof of the Building, Tenant shall be solely responsible for
any
roof damage caused by the installation of the air conditioning
units or caused by the operation of such units throughout the Term of this
Lease.
SECTION
12. CONDITION
OF PREMISES .
Tenant
acknowledges that Landlord has made no representations or promises as to the
condition
of the Premises, nor shall Landlord be required to construct any alterations
or
improvements to the
Premises, except as expressly set forth in this Lease.
SECTION
13. ALTERATIONS.
All
Alterations by Tenant must be in accordance with the requirements of this Lease.
The
Tenant may, provided the Tenant is in compliance with all applicable provisions
of this Section
13 make
at
its sole cost and expense Alterations which are not Material Alterations without
the consent of Landlord. Tenant shall be required to obtain Landlord's prior
written consent (which consent shall not be unreasonably
withheld or delayed) with regard to Material Alterations. Before proceeding
with
any Material Alteration, Tenant shall submit to Landlord for Landlord's approval
(which approval or disapproval
(with reasons for such disapproval) Landlord shall provide to Tenant within
seven (7) days after receipt of such plans and specifications), the name of
the
contractor and plans and specifications for the
work
to be done and Tenant shall not proceed with such work until it obtains
Landlord's approval, which
approval shall not be unreasonably withheld or delayed. In the event that
Landlord has failed to approve such plans and specifications within said seven
(7) day period, such plans and specifications shall be
deemed
approved. Tenant, at its expense, shall obtain all necessary governmental
permits and certificates
for the commencement and prosecution of the Alterations and for final approval
thereof upon completion
and shall cause the Alterations to be performed in a good and workmanlike manner
in
12
12
accordance with the requirements of all applicable governmental authorities. All Alterations shall be diligently performed in a good and workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Premises. All decorations, additions, improvements or other alterations to the Premises, except for the Tenant's Property, shall, unless Landlord elects otherwise in writing, become the property of Landlord upon the expiration of this Lease, and shall be surrendered with the Premises at the expiration of this Lease. Landlord shall have the right to designate at the time of its approval of any request by Tenant for permission to make Material Alterations to the Premises those items for which Landlord reasonably reserves the right to require Tenant to remove upon the expiration or sooner termination of the term of this Lease. Any such designation shall be in Landlord's reasonable discretion, based upon sound business judgment as to the probable effect of such Material Alteration upon Landlord's ability to re-let the Premises upon the expiration or sooner termination of the Term of this Lease. If required by Landlord in accordance with the foregoing, any such Material Alteration to the Premises shall be removed at Tenant's expense upon the expiration or sooner termination of the Term of this Lease and Tenant, at its expense, shall also repair any damage to the Premises caused by such removal, reasonable wear and tear, casualty, condemnation and Acts of God excepted.
SECTION
14. LIENS.
Nothing
contained in this Lease shall be construed as a consent on the part of the
Landlord
to subject the estate of Landlord to liability under the Mechanic's Lien Law
of
the State of Florida, it being expressly understood that the Landlord's estate
shall not be subject to such liability. Tenant
shall strictly comply with the Mechanic's Lien law of the State of Florida,
as
set forth in Chapter
713, Florida Statutes. Notwithstanding the foregoing, Tenant, at its expense,
shall cause any lien filed
against the Tenant's interest under this Lease, the Premises, the Building
or
the Project Common Areas
for
work, services or materials claimed to have been furnished to or for the benefit
of Tenant (other than
on
account of the Landlord's Work) to be satisfied or transferred to bond within
twenty (20) days after Tenant's
having received notice thereof. In the event that Tenant fails to satisfy or
transfer to bond such Claim of Lien within said twenty (20) day period, the
Landlord may do so and thereafter charge the Tenant as
additional rent, all reasonable costs incurred by the Landlord in connection
with the satisfaction or transfer
of such claim, including attorneys' fees plus interest thereon at the Stipulated
Rate.
SECTION
15. NEGATIVE
COVENANTS.
Landlord
covenants at all times during the Term:
A. Except
as
required by law, not to make any material change, alteration, or addition
to the Project including, but not limited to, the Building, the configuration
of
the Common Areas, methods
of pedestrian or vehicular ingress and egress, lighting, curbing, building
heights and stories, which change, alteration or addition would have a material
and adverse affect on Tenant.
B. Except
as
required by law, not to maintain or permit any construction, barricades
or
obstructions in the Project which would have the effect of materially impeding
pedestrian or vehicular access
between the Premises and the public roadways adjacent to the
Project.
SECTION
16. REPAIRS.
A.
Landlord will keep: (a) the roof, structure, columns, exterior walls and
exterior windows,
foundation, interior load-bearing walls and demising walls and floors, in sound,
watertight condition
and good state of repair; and (b) the elevators, and all Building systems and
facilities including, but
not
limited to, the base building electrical, water, gas, sewer, life safety,
mechanical and HVAC (including
the Premises' air handling equipment, but excluding separate package
air-conditioning systems specially
installed by or for Tenant for Tenant's sole use, if any) supplied to the
Premises in good operating condition,
maintenance and repair; and (c) the sidewalks, curbs, driveways, parking areas
(if any) and landscaping
in good condition and repair, open and free of debris or other obstruction.
The
Landlord will also
keep
the public portions of the Building, toilets and Common Areas in clean, sightly,
good operating condition
and repair as well as any Building systems which penetrate into or pass through
the Premises or upon
which the Premises are dependent. Landlord agrees, at its expense, upon request
of Tenant, to remedy
any latent defects in Landlord's Work. All repairs, replacements and
restorations made by Landlord
shall be equal in quality and class to the originals thereof and shall be
completed in compliance with
applicable law. The Landlord covenants that any repairs or replacements (as
the
case may be) required
by the terms of this Lease to be made by Landlord shall be commenced and
completed expeditiously.
All repair obligations of Landlord hereunder with respect to the Project, other
than structural repairs
and except as expressly set forth in Exhibit
"D" hereof,
shall be deemed a component of Operating Costs.
13
B. Tenant
shall not suffer any damage, waste or deterioration to occur to the Premises
and shall maintain the interior non-structural portions of the Premises and
the
fixtures and appurtenances
therein in good and sightly condition, and shall make all repairs necessary
to
keep them in good
working order and condition (including structural repairs when those are
necessitated by the negligence
or willful misconduct of Tenant or its agents, employees or invitees) ordinary
wear and tear and Acts
of
God excepted, and subject to the provisions of Sections
17and 18 hereof.
All repairs, replacements and restorations made by Tenant shall be equal in
quality and class to the originals thereof and shall be completed
in compliance with applicable law. The Tenant covenants that any repairs or
replacements (as the case may be) required by the terms of this Lease to be
made
by Tenant shall be commenced and completed expeditiously. The exterior walls
of
the Building, the windows and the portions of all window xxxxx
outside same are not part of the Premises and Landlord hereby reserves all
rights to such parts of the Building
(subject to the terms and provisions of this Lease). Landlord shall assign
to
Tenant all guaranties, warranties
and service agreements and any other items relating to any and all parts of
the
Premises for which
Tenant bears any responsibility during the Term.
C. Landlord
agrees that it shall during the Term of this Lease; to maintain the Building,
the Common Areas and the Project in a safe, good and clean condition. Landlord
shall be responsible for remedying or repairing any work performed by Landlord
at the Premises or the Project to the
extent such work was not constructed in accordance with all applicable
governmental laws, codes and ordinances.
D. Landlord
covenants and agrees, at its expense without reimbursement or contribution
by
Tenant, to keep, maintain, alter and replace, if necessary, all Common Areas
(including, without limitation, access to the Building and Premises) and
structural components of the Building so as to maintain
compliance of same with the Americans with Disabilities Act of 1990, 42 U.S.C.
12101 et seq. (the
"Act"), as amended from time to time, and all rules and regulations promulgated
to further the purpose of
and to
enforce the Act (the "ADA").
E. Landlord
covenants and agrees, at its expense without reimbursement or contribution
by Tenant, to keep, maintain, alter and replace, if necessary, the air
conditioning equipment (other than any package units installed by Tenant) so
as
to maintain compliance of same with regard to the use
of
chlorofluorocarbons ("CFCs") under all laws, rules, regulations and orders
now
or hereafter in effect (the
"Laws")
including,
without limiting the generality of the foregoing, all Laws issued under the
authority
of the Clean Air Act Amendment of 1990 (the "Act").
SECTION
17.
EMINENT
DOMAIN.
A.
If,
after the execution and before the termination of this Lease: (i) any portion
of
the
Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as
a
result of a taking by eminent domain or the action of any public or quasi-public
authority or a conveyance in lieu thereof, the means of ingress or egress to
and
from the Building is so permanently altered as to materially and adversely
affect the flow of traffic in, to, from or about the Building; then, in any
of
the foregoing events, the Lease Term
shall, at the option of Tenant, cease and terminate as of the day possession
shall be taken by the acting
governmental or quasi-governmental authority (the "Date
of Taking"). Such
option to terminate shall
be
exercisable by Tenant giving written notice to Landlord on or before thirty
(30)
days after the Date of
Taking, which notice shall provide for a termination date (the "Termination
Date") not later than ninety (90)
days
after the Date of Taking and Tenant shall pay Rent up to the Termination Date,
and Landlord
14
SECTION
19. OUIET
ENJOYMENT.
Landlord
covenants and agrees that, upon Tenant's paying on a monthly installment basis
the
Fixed
Annual Rent and any additional rent required hereunder and performing all of
the
other covenants herein
on
its part to be performed, Tenant shall and may peaceably and quietly hold and
enjoy the Premises without
hindrance by Landlord or persons claiming through or under Landlord (including,
without limitation,
any mortgagee of Landlord), subject to the terms, covenants and conditions
of
this Lease.
SECTION
20. RIGHT
OF ENTRY .
Upon
reasonable prior notice, Landlord and Landlord's agents shall have the right
during Normal
Business Hours (and at all times in the case of emergency) to enter the
Premises, to examine the same,
and
to show them to prospective purchasers or lenders of the Building. Upon
reasonable prior notice (except
in the case of an emergency), Landlord and Landlord's agents shall have the
right outside of Normal
Business Hours to enter the Premises to make such repairs, alterations,
improvements or additions as
required under this Lease or as Landlord may reasonably deem necessary or
desirable, and Landlord shall
be
allowed to take all material into and upon the Premises that may be required
therefore without the same
constituting an eviction of Tenant in whole or in part, and the Rent reserved
shall in no wise xxxxx while
said repairs, alterations, improvements, or additions are being made unless
Tenant is prevented from operating
in the Premises in whole or in part, in which event Fixed Annual Rent and all
other charges shall be
proportionately abated during said period. Upon reasonable prior notice, during
the six (6) months prior to
the
expiration of the term of this Lease or any renewal term, Landlord may during
Normal Business Hours
exhibit the Premises to prospective tenants. Nothing herein contained, however,
shall be deemed or construed
to impose upon Landlord any obligation, responsibility or liability whatsoever,
for the care, maintenance
or repair of the Premises or the Building or any part thereof, except as
otherwise herein specifically
provided.
SECTION
21.
SERVICES.
Landlord
covenants that it will furnish to the Premises and Building the following
services
on all days during the Term:
(a) Water
to
the floors in which the Premises are located for lavatory, lavatory wash
basins
and cleaning purposes twenty four hours per day, three hundred sixty five days
per year.
(b) Elevator
service to each floor of the Building twenty four hours per day, three
hundred
sixty five days per year; provided, however, Landlord may reasonably limit
the
number of elevators
in operation during times outside of Normal Business Hours. Landlord shall
without charge provide
freight elevator service in the Building during Normal Business Hours subject
to
Landlord's reasonable
scheduling procedure, if any.
(c) Fluorescent,
incandescent and other bulb replacement in the Common Areas and service
areas of the Building.
(d) Janitorial
services for the Premises and Building as performed in other comparable
buildings in Boca Raton, Florida which shall be furnished five (5) days per
week, exclusive of normal
business holidays and Saturdays.
(e)
Security in the form of limited access to the Building during times outside
of
Normal
Business Hours shall be provided by means of a central management system with
electronic readers
custom-designed for the Building. Tenant shall have access to the Premises
24
hours per day, 365 days
per
year. Each employee of Tenant shall have access cards and codes for Building
access outside of
Normal
Business Hours. In the event that Landlord in its sole and absolute discretion,
determines that guards
or
extra security is required for the Building, the cost of such guards or extra
security shall not be borne
by
the tenants in their Proportionate Share and shall be included as an Operating
Expense.
15
(f)
Landlord
shall provide electricity of up to 10 xxxxx per square foot (slab to slab)
of
useable area of the Premises. Tenant shall reimburse Landlord for all electrical
service rendered or furnished to the Premises by way of Operating Expenses.
The
foregoing notwithstanding, Landlord reserves
the right at anytime to install a sub-meter for utility service and xxxx Tenant
directly for electricity. if
in
Landlord's sole discretion, Tenant's consumption of electricity is overly
excessive in relation to Tenant's
Proportionate Share of Operating Expenses.
(g) The
Building shall have a complete heat-activated sprinkler system, smoke
detectors,
speaker/strobe fire alarm and remote monitoring generator.
(h) Trash
removal,
(i) Electrical
lighting service for the Common Areas.
(i) A
building directory in the lobby of the Building and Tenant shall be entitled
to
at
least
Tenant's Proportionate Share of space thereon.
(k)
Heating and air-conditioning in season at such temperatures and in such
amounts
as shall provide comfortable working conditions throughout the Premises and
in
the lobby, hallways
and bathrooms during Normal Business Hours (i.e., sufficient capacity to
maintain an inside base building
temperature within the Premises of 75 degrees Fahrenheit dry bulb in the summer
when the outside
temperature is 92 degrees Fahrenheit dry bulb, 80 degrees Fahrenheit wet bulb,
and an inside base building
temperature of 72 degrees Fahrenheit dry bulb in the winter when the outside
temperature is 42 degrees
Fahrenheit). Said HVAC system shall provide the proper outside make-up air
in
accordance with the
latest indoor air quality standards and/or local mechanical code, whichever
is
more stringent. Landlord shall
furnish heating and air-conditioning service to the Premises at times other
than
Normal Business Hours
upon request of Tenant. Tenant shall bear the cost of such additional service
as
incurred, or its Proportionate
Share of such cost, in the event any tenant or occupant of the Building other
than Tenant shall
contemporaneously request such after-hours service, which cost shall be the
actual cost to Landlord charged
by the applicable supplier thereof. Tenant may, at its expense, install
supplementary air-conditioning
systems to service the Premises. All costs in connection with such supplementary
systems shall be at Tenant's sole cost and expense and shall otherwise comply
with the other provisions of this Lease
in
connection with any improvements or alterations to the Premises. The Building
heating and air-conditioning
system shall have sufficient capacity and operating efficiency and shall be
run
long enough in the evening and started early enough in the morning, to provide
the proper temperature, humidity and air flow
for
comfortable working conditions during Normal Business Hours.
(l)Waste
water and sewer services.
(m)
Landlord's failure to furnish, or the interruption or termination of, the
services described
in this Section in whole or in part resulting from causes beyond the reasonable
control of Landlord,
its agents, or employees, shall not render Landlord liable in any respect,
shall
not be construed as an
eviction of Tenant, nor entitle Tenant to any abatement of any Rent under this
Lease, except as expressly provided
herein; provided, however, that Landlord shall use its best efforts diligently
and continuously to restore such service in the least amount of time. Tenant
shall be provided no less in quantity or quality of the above described services
than shall be provided any other tenant in the Building or in similar buildings
in
the
Boca Raton area. Landlord represents that the Building currently has a back-up
gas generator which has
been
installed for the purpose of providing back up electrical service for key
mechanical components located
within the Building. In the event of a temporary power outage on account of
adverse weather conditions,
Landlord will use commercially reasonable efforts to provide limited electrical
service to the Premises
using the back up generator in order to run Tenant's key mechanical, cooling
and
computer systems. Notwithstanding the foregoing, if any of the aforementioned
services are not provided to Tenant (i)
as a
result of causes within the reasonable control of Landlord or the negligence
or
willful misconduct of Landlord
or Landlord's employees or agents, or (ii) in any event for a period of more
than three (3) consecutive
business days following Landlord's receipt of written notice from Tenant of
the
absence of such
service(s), and if a material adverse effect on Tenant's ability to conduct
its
business in the Premises results from the absence of such service(s), then
Fixed
Annual Rent and all additional rent under this Lease shall
xxxxx during the period such service(s) is not provided and shall continue
until
such date and time as such
service(s) is re-established.
16
SECTION
22.
ASSIGNMENT
AND SUBLETTING .
A. Tenant
may not assign this Lease in whole or in part, nor sublet all or any
portion
of the Premises, without the prior written consent of Landlord in each instance,
which consent shall not
be
unreasonably withheld, delayed or conditioned. If Tenant shall be in default
of
this Lease (beyond any
applicable notice and grace period), Landlord may, until such default is cured,
withhold its consent to any
proposed assignment or subletting. In the event that Landlord fails to
disapprove the proposed assignment or subletting of the Premises within fifteen
(15) days from and after the date that Landlord receives
Tenant's request to assign or sublet the Premises, then such assignment or
subletting of the Premises
shall be deemed to have been approved by Landlord without condition. If Tenant
requests Landlord's
consent to a specific assignment or sublease, Tenant will simultaneously with
such requests give Landlord
(i) the name and address of the proposed assignee or subtenant, (ii) the terms
of the proposed assignment
or sublease, and (iii) reasonably satisfactory and complete information about
the nature, financial
condition, business and business history of the proposed assignee or subtenant,
and its proposed initial
use of the Premises. The consent by Landlord to any assignment or subletting
shall not constitute a waiver
of
the necessity for such consent to any subsequent assignment or subletting.
If
this Lease be assigned,
or if the Premises or any part thereof be underlet or occupied by any party
other than Tenant, Landlord
may collect Rent from the assignee, subtenant or occupant, and apply the net
amount collected to the
Rent
herein reserved, but no such assignment, underletting, occupancy or collection
shall be deemed a waiver
of
this covenant, or the acceptance of the assignee, subtenant or occupant as
Tenant, or a release of Tenant
from the further performance by Tenant of the covenants on the part of Tenant
herein contained. This
prohibition against assignment or subletting shall be construed to include
prohibition against any assignment
or subleasing by operation of law. Tenant shall deliver to Landlord within
twenty (20) days after
any
assignment or subletting a copy of the executed assignment or sublease
agreement. Any assignment
or sublease shall provide that the assignee or subtenant shall comply with
all
applicable terms and conditions of this Lease to be performed by Tenant
hereunder. The permitted use of the Premises shall not
change in connection with any assignment or sublease without Landlord's consent.
Notwithstanding any
assignment or sublease, Tenant shall remain fully liable on this Lease and
shall
not be released from performing
any of the terms, covenants and conditions hereof or any Rent or other sums
to
be paid hereunder.
B. Notwithstanding
the foregoing, Tenant may, without the approval of Landlord, assign
this Lease, or sublease the Premises, in whole or in part, to: (a) any
corporation which has the power to
direct
Tenant's management and operation, or any corporation whose management and
operation is controlled by Tenant; or (b) any corporation a majority of whose
voting stock is directly or indirectly owned
by
Tenant; or (c) any corporation in which or with which Tenant, its corporate
successors or assigns, is
merged
or consolidated, in accordance with applicable statutory provisions for merger
or consolidation of corporations,
so long as the liabilities of the corporations participating in such merger
or
consolidation arc assumed
by the corporation surviving such merger or created by such consolidation;
or
(d) any entity acquiring
this Lease and a substantial portion of Tenant's assets; or (e) any successor
to
a successor entity becoming
such by either of the methods described in Subsections
(c) or (d) above.
SECTION
23. DEFAULT.
A.
Tenant's
Default. (i)
If
Tenant shall default in the payment of the Fixed Annual Rent,
any
additional rent or any other sums payable by Tenant herein when due, and such
default shall continue
for a period of ten (10) days after written notice, or (ii) if Tenant shall
default in the performance of
any
nonmonetary covenant or agreement of this Lease and said default shall continue
for more than thirty
(30) days after written notice thereof, or in the event that the default is
of
such a nature as cannot with diligent effort be cured within said thirty (30)
day period, if Tenant shall not commence to cure within said period
and diligently prosecute remedial efforts to completion within a reasonable
time
thereafter, or (iii) if Tenant should become bankrupt or insolvent or any debtor
proceedings be taken by or against Tenant (provided,
if same shall be involuntary on the part of Tenant, the event in question shall
not be deemed a default
within the meaning of this Lease if dismissed or vacated by Tenant within sixty
[60] days thereof), or
(iv)
if Tenant shall assign this Lease in whole or in part or sublet all or any
portion of the Premises in violation
of Section
22
hereof,
then Landlord may pursue any and all remedies and rights available to
Landlord
at law or in
17
equity.
Tenant covenants and agrees, notwithstanding any entry or reentry by
Landlord,
whether by summary proceedings, termination or otherwise, to pay and be liable
for on the days originally fixed herein for the payment thereof, amounts
equal
to the several installments of Rent and other charges
reserved as they would, under the terms of this Lease, become due if this
Lease
had not been terminated,
or if Landlord had not entered or
reentered
as aforesaid, and whether the Premises be relet or remain
vacant, in whole or in part, or for the remainder of the Lease Term or a
period
less than the remainder
of the Lease Term; but in the event the Premises is relet by Landlord, Tenant
shall be entitled to a
credit
against its rental and other monetary obligations hereunder in the amount
of the
Rents and other sums
received by Landlord from any such reletting of the Premises less any reasonable
costs incurred by Landlord
(not previously reimbursed by Tenant) in connection with the repossessing
of the
Premises, including,
without limitation, reasonable attorneys' fees, brokerage commissions (prorated
for the portion of the Lease Term remaining) and any costs of repairs or
alterations. The Landlord shall not, in any event, be required
to pay Tenant any surplus of any sums received by Landlord on a reletting
of
said Premises in excess
of
the Rent provided in this Lease. In no event shall Tenant's obligations
hereunder exceed the amount of any such obligation that would have existed
if
the Premises had remained vacant and had not been relet. In the event of
termination of Tenant's right of possession to the Premises by Landlord as
aforesaid,
Landlord shall use reasonable efforts to relet the Premises at a fair market
rental or as near thereto
as is then possible under all circumstances then existing so as to minimize
the
damages suffered by Landlord
and payable by Tenant.
B. If
any
event of default (after expiration of applicable notice and grace periods)
occurs, the Landlord, in addition to other rights and remedies it may have,
shall have the right to remove all or
any
part of the Tenant's property from the Premises and any property removed may
be
stored in any public
warehouse or elsewhere at the cost of, and for the account of Tenant and the
Landlord shall not be responsible
for the care or safekeeping thereof whether in transport, storage or otherwise,
and the Tenant hereby
waives any and all claim against Landlord for loss, destruction and/or damage
or
injury which may be
occasioned by any of the aforesaid acts, except if caused by the negligence
or
willful misconduct of Landlord,
its agents or employees.
C. No
such
re-entry or taking possession of the Premises by Landlord shall be construed
as an election on Landlord's part to terminate this Lease unless a written
notice of such intention is
given
to Tenant. Notwithstanding any such re-letting without termination, Landlord
may
at all times thereafter
elect to terminate this Lease for such previous default. Any such reentry shall
be allowed by Tenant
without hindrance, and Landlord shall not be liable in damages for any such
re-entry, or guilty of trespass
or forcible entry, except if caused by the negligence or willful misconduct
of
Tenant.
D. In
the
event of a breach of any covenant of this Lease, Landlord shall have the
right
to
apply for an injunction. Any and all rights, remedies and options given in
this
Lease to Landlord in the
event
of a default by Tenant shall be cumulative and in addition to and without waiver
of, or in derogation
of, any right or remedy given to it under any law now or hereafter in effect
or
in equity.
E. If
Tenant
shall default in the performance of any provision of this Lease on Tenant's
part to be performed, Landlord may, after the expiration of applicable notice
and cure periods, perform
the same for the account of Tenant and Tenant shall promptly reimburse Landlord
for any reasonable
expense incurred therefor plus interest thereon at the Stipulated Rate, which
expenses shall be deemed
to
be additional rent.
F.
Landlord's
Default. If
Landlord shall violate, neglect or fail to perform or observe
any of the representations, covenants, provisions, or conditions contained
in
this Lease on its part to
be
performed or observed, which default continues for a period of more than thirty
(30) days after receipt of written notice from Tenant specifying such default
or
ten (10) days after notice in the case of a monetary default),
or if such default is of a nature to require more than thirty (30) days for
remedy and continues beyond
the time reasonably necessary to cure (provided Landlord must have undertaken
procedures to cure the
default within such thirty (30) day period and thereafter diligently pursues
such efforts to cure to completion),
Tenant may, at its option (in addition to all other rights and remedies provided
Tenant at law, in equity or hereunder), incur any reasonable expense necessary
to perform the
obligation of Landlord specified
in such notice and xxxx Landlord for the costs thereof.
Notwithstanding the foregoing, if in Tenant's
reasonable judgment, an emergency shall exist,
20
18
Tenant may cure such default without any prior notice to Landlord. If Landlord has not reimbursed Tenant within thirty (30) days after receipt of Tenant's xxxx, Tenant may deduct the reasonable cost of such expense, plus interest thereon at the Stipulated Rate, from the Fixed Annual Rent and other payments next becoming due after the expiration of said thirty (30) day period. Nothing herein shall be construed as requiring Tenant to await the passage of thirty (30) days before seeking equitable relief (exclusive of the right of termination). The self-help option given in this Section is for the sole protection of Tenant, and its existence shall not release Landlord from its obligation to perform the terms, provisions, covenants and conditions herein provided to be performed by Landlord or deprive Tenant of any legal rights which it may have by reason of any such default by Landlord. Any and all rights, remedies and options given in this Lease to Tenant in the event of a default by Landlord shall be cumulative and in addition to and without waiver of or in derogation of, any right or remedy given to it under any law now or hereafter in effect or in equity.
SECTION
24. LEGAL
EXPENSES.
In
the
event that it shall become necessary for either Landlord or Tenant to employ
the
services
of attorneys to enforce any of their respective rights under this Lease or
to
collect any sums due to them under this Lease or to remedy the breach of any
covenant of this Lease on the part of the other to be kept
or
performed, the nonprevailing party (Tenant or Landlord as the case may be)
shall
pay to the prevailing party such reasonable fees as shall be charged by the
prevailing party's attorneys for such services
at all trial and appellate levels and post judgment proceedings and such
prevailing party shall also have and recover from the nonprevailing party
(Landlord or Tenant as the case may be) all other costs and expenses
of such suit and any appeal thereof or with respect to any postjudgment
proceedings.
SECTION
25. INSURANCE.
A. Tenant
agrees to maintain, at Tenant's sole cost and expense, comprehensive
general
public liability insurance in standard form against claims for bodily injury
or
death or property damage occurring in or upon the Premises, effective from
the
date Tenant enters into possession and during the
term
of this Lease. Such insurance shall afford minimum protection during the term
of
this Lease of not less
than
One Million Dollars ($1,000,000.00). Any insurance policies required under
this
Paragraph A shall
name Landlord as an additional insured. Upon Tenant's default in obtaining
or
delivering the policy or
certificate for any such insurance or Tenant's failure to pay the charges
therefor, Landlord may, upon ten (10)
days
notice to Tenant, procure or pay the reasonable charges for any such policy
or
policies (for not more
than
a 12 month period) and charge the Tenant therefor plus interest thereon at
the
Stipulated Rate as additional
rent.
B. Tenant
shall at all times during the term hereof and at its cost and expense,
maintain
in effect policies of insurance covering all of Tenant's personal property,
trade fixtures and equipment
located in the Premises, in an amount equal to their full replacement value,
providing protection against
any peril included within the standard classification of "Fire and Extended
Coverage", together with insurance
against sprinkler damage, vandalism, theft and malicious mischief The proceeds
of such insurance,
so long as this Lease remains in effect, shall be used to repair or replace
the
personal property, trade
fixtures and equipment so insured.
C.
Landlord and Tenant waive their right to recover damages against each other
(and
their respective officers, directors, shareholders, partners, joint venturers,
employees, agents, customers,
invitees or business visitors) for any loss or damage arising from any cause
covered by any casualty
insurance required to be carried by either party pursuant to this Lease. Any
insurance policy procured
by either Tenant or Landlord which does not name the other as an additional
insured shall, if obtainable,
contain an express waiver of any right of subrogation by the insurance
company.
19
D. Tenant
at
its expense shall comply with all requirements of the Board of Fire Underwriters,
or any other similar body affecting the use of the Premises, and shall not
use
the Premises in a
manner
which shall increase the rate of fire insurance or other insurance of Landlord
or of any other tenant, over that in effect prior to this Lease. If Tenant's
use
of the Premises increases the fire insurance rate,
Tenant shall reimburse Landlord for all such increased costs.
E. Landlord
shall, at its expense (as part of the Operating Costs), at all times during
the
Term
hereof, maintain or cause to be maintained in effect coverage under a policy
or
policies of fire and extended
coverage insurance covering the Building, in an amount not less than one hundred
percent (100%) of
the
full replacement value (exclusive of the costs of excavations, foundations
and
footings) from time to time
during the Term of this Lease, providing protection against any peril generally
included within the classification "Fire and Extended Coverage," together with
insurance against sprinkler damage, vandalism, malicious
mischief and flood (if located within a designated flood zone).
F. Landlord
shall, at its expense (as part of the Operating Costs), at all times during
the
Term hereof, carry comprehensive public liability and property damage insurance
against claims for injury
to
persons and property occurring in the Common Areas.
G. All
policies of insurance provided for herein shall be issued by insurance
companies
qualified to do business in the State of Florida and rated A: VIII or better
in
Best's
Insurance Guide
(or
similar rating in an equivalent publication if no longer published). Executed
copies of such policies
of insurance as either party is required to carry hereunder or certificates
thereof shall be delivered to
the
other party within thirty (30) days of receipt of a written request therefor.
All policies of insurance required
to be carried by either party hereunder must contain a provision that the
company writing said policy
will give the other party at least thirty (30) days notice in writing in advance
of any cancellation or modification.
Notwithstanding
anything to the contrary contained with this Section
25either
party's obligations to carry the insurance provided for herein may be brought
within the coverage of a so-called blanket
policy or policies of insurance carried and maintained by them; provided,
however, that the coverage
afforded Landlord and Tenant will not be reduced or diminished by reason of
the
use of such blanket
policy of insurance, and provided further that the requirements set forth herein
are otherwise satisfied.
Landlord and Tenant agree to permit the other at all reasonable times to inspect
the policies of insurance
of Landlord and Tenant covering risks upon the Premises or the Building for
which policies or copies
thereof are not required to be delivered to the other.
H.
Tenant
may self-insure any of its insurance coverage obligations hereunder so
long
as
Tenant's net worth is in excess of One Hundred Million Dollars ($100,000,000)
as
evidenced by annual
financial statements provided to Landlord by Tenant's accountants or by reports
published in accordance
with the Securities Exchange Commission's reporting requirements for publicly
traded companies,
as computed in accordance with generally-accepted accounting
principles.
SECTION
26.INDEMNIFICATION.
A.
Subject to the waiver of subrogation provisions contained in Section
25 hereof,
Tenant
shall indemnify, defend and save Landlord harmless (except for loss or damage
resulting from the negligence of Landlord, its agents or employees), from and
against any and all claims, actions, damages, liability
and expense in connection with loss of life, personal injury and/or damage
to or
destruction of property
arising from or out of any occurrence in, upon or at the Premises, or the
occupancy or use by Tenant of the Premises or any part thereof, or occasioned
wholly or in part by any act or omission of Tenant, its agents, contractors,
employees, servants, subtenants or concessionaries. In case Landlord shall
be
made a
party to any such litigation commenced by or against Tenant, then Tenant shall
protect and hold Landlord
harmless and pay all costs and attorney's fees incurred by Landlord in
connection with such litigation,
and any appeals thereof.
20
B. Subject
to the waiver of subrogation provisions contained in Section
25 hereof,
Landlord shall indemnify, defend and save Tenant harmless (except for loss
or
damage resulting from the negligence
of Tenant, its agents or employees) from and against any and all claims,
actions, damages, liability
and expense in connection with loss of life, personal injury and/or damage
to or
destruction of property
arising from or out of any occurrence in, upon or at the Common Areas, or
occasioned wholly in or
part
by any act or omission of Landlord, its agents, contractors, employees or
servants. In case Tenant shall
be
made a party to any litigation commenced by or against Landlord, then Landlord
shall protect and hold
Tenant harmless and pay all costs and attorneys' fees incurred by Tenant in
connection with such litigation,
and any appeals thereof.
C. Except
for the negligence or intentional misconduct of Landlord or its agents,
employees
or contractors, Tenant agrees Landlord shall not be liable in any manner, to
Tenant, its agents, employees, guests or invitees, for damage or injury to
persons and property caused by the criminal acts or intentional
misconduct of third parties.
D.
Each
party shall indemnify, protect, defend and hold the other harmless from
and
against any and all claims, demands, losses, liabilities and penalties
(including, without limitation, reasonable
attorneys' fees at all trial and appellate levels, whether or not suit is
brought) arising directly or indirectly
from or out of, or in any way connected with: (a) the presence of any Hazardous
Substance on the
Project caused by the acts of such party, its agents or employees; or (b) any
violation or alleged violation
of any local, state or federal environmental law, regulation, ordinance or
administrative or judicial order relating to any Hazardous Substance on the
Project, caused by the acts of such party, its agents or employees.
SECTION
27. LOSS
AND DAMAGE.
Except
if
caused by the negligence or willful misconduct of Landlord, its agents,
contractors
or employees, Landlord shall not be responsible for any damage to any property
of Tenant (including
without limitation appliances, equipment, machinery, stock, inventory, fixtures,
furniture, improvements,
displays, decorations, carpeting and painting) or of others located on the
Premises, nor for the loss of or damage to any property of Tenant or of others
by theft or otherwise, Landlord shall not be Viable
for any injury or damage to persons or property resulting from fire, smoke,
explosion, falling plaster, steam,
gas, electricity, water, rain, or leaks from any part of the Premises, or from
the pipes, appliances or plumbing
work or from the roof, street or subsurface or from any other place or by
dampness or by any other
cause of whatsoever nature, except if caused by the negligence or intentional
act of Landlord, its agents,
contractors or employees or by Landlord's failure to maintain as required under
this Lease. Landlord
shall not be Viable for any such damage caused by other tenants or persons
on
the Premises, occupants
of the Building or of adjacent property, the public, or caused by operations
or
construction of any private,
public or quasi-public works. All property of Tenant kept or stored on the
Premises shall be so kept
or
stored at the sole risk of Tenant and Tenant shall hold Landlord harmless from
any and all claims arising
out of damage to same, including subrogation claims by Tenant's insurance
carriers, except if caused
by
the negligence or intentional act of Landlord, its agents, contractors or
employees.
SECTION
28. END
OF TERM.
Tenant
shall surrender the Premises to Landlord at the expiration or sooner termination
of this
Lease in good order and condition, except for reasonable wear and tear and
damage by Acts of God, condemnation, fire or other casualty. Tenant agrees
that
if possession of the Premises is not surrendered to Landlord
on the date of the expiration or sooner termination of this Lease, then, unless
Landlord shall have consented
to Tenant's holding over, Tenant shall pay Landlord as liquidated damages for
each month and for each portion of any month prorated on a daily basis, during
which Tenant holds over in the Premises after
expiration or termination of the term of this Lease without consent, a sum
equal
to (a) 2.00 times the Fixed
Annual Rent, plus (b) all additional rent and other sums which were payable
per
month under this Lease
during the last month of the term or renewal term, as the case may be. Any
personal property remaining
in
the
Premises after the expiration or sooner termination of the term of this Lease
shall, after ten (10)
days
notice to Tenant and Tenant's failure to remove same, be deemed to be abandoned
property at the
21
SECTION
35.SATELLITE
DISH .
Landlord
hereby grants Tenant the right, at Tenant's sole cost and expense, but without
payment
of any rent or fee to Landlord, to install, maintain and replace from time
to
time a satellite dish(s) or
similar antennae devise(s) (hereinafter "Satellite
Dish") on
the
Building Land or on the roof of the Building, subject to the following: (a)
applicable governmental laws; (b) the right of Landlord to supervise any roof
penetrations; (c) compliance with the conditions of any roof bond maintained
by
Landlord on the Building
and (d) the right of Landlord to approve the location of the Satellite Dish,
which approval shall not
be
unreasonably withheld. Tenant shall be responsible for the repair of any damage
to any portion of the
Building or Building Land caused by Tenant's installation, use or removal of
the
Satellite Dish. The Satellite
Dish shall remain the exclusive property of Tenant, and Tenant shall have the
right to remove same
at
any time during the term of the Lease. Tenant shall protect, defend, indemnify
and hold harmless Landlord
from and against any and all claims, damages, liabilities, costs or expenses
of
every kind and nature
(including, without limitation, reasonable attorneys' fees) imposed upon or
incurred by or asserted against
Landlord arising out of Tenant's installation, maintenance, use or removal
of
the Satellite Dish. Tenant
shall have access and the right to run telephone, CRT and other cables through
the existing Building utility
systems and areas with the prior consent of Landlord, which consent shall not
be
unreasonably withheld
if same will not damage the Building or interfere with such utility systems.
Tenant shall not be required
to remove any of its cabling upon the termination of this Lease.
Landlord
shall not, and shall not suffer or permit any other person to, install or
operate on the roof of the Building or elsewhere in the Building or on the
Land
any telecommunications or other equipment which interferes with the proper
functioning of any telecommunications antenna or equipment installed
by Tenant.
SECTION
36. RULES
AND REGULATIONS .
Subject
to the last sentence of this Section
36 Tenant
agrees to fully comply with all current
Rules and Regulations shown in Exhibit
"J" attached
hereto and by this reference incorporated herein.
Landlord shall have the right from time to time to prescribe additional
reasonable uniform rules and regulations,
which in its judgment, may be desirable for the use, entry, operation and
management of the Building
and the Project, each of which additional rules and regulations shall, upon
Tenant's receipt of written
notice thereof, be deemed incorporated herein and made a part hereof by this
reference. The Rules and
Regulations shall not be applied in a discriminatory manner to Tenant, nor
shall
any of the Rules and Regulations
be inconsistent with the rights of Tenant under this Lease.
Tenant
agrees that from time to time Landlord may institute certain voluntary hurricane
preparation and other natural disaster readiness programs for the Project which
Landlord believes will be in the
best
interest of the Project and its tenants. In connection with Landlord's hurricane
preparation and other natural disaster readiness programs, Tenant agrees to
as
its sole cost and expense take all precautionary
actions to secure and protect the interior of the Premises from such natural
disasters.
SECTION
37.
PARKING.
Tenant
is
hereby granted the non-exclusive privilege to use the parking spaces in
common
with other tenants not specifically allocated to other tenants in the parking
lot of the Building in which the Premises is located for itself and its
employees and clients. Tenant shall abide by all reasonable rules
and
regulations as may now exist or as may hereinafter be promulgated by the
Landlord and enforced by
Landlord, and a violation of this clause and/or the rules referred to above
shall constitute a default by the Tenant
in
the terms, conditions and covenants of this Lease subject to temporary
interruptions provided for herein.
Landlord represents that through the term of this Lease, the Building shall
maintain a minimum parking
ratio of four (4) parking spaces per 1,000 usable square feet.
22
SECTION
38. BROKERS.
Except
for the Specified Brokers described in Section
1 hereof,
Landlord and Tenant hereby
represent and warrant, each to the other, that they have not disclosed this
Lease or the subject matter hereof
to, and have not otherwise dealt with, any broker, finder or any other person,
firm, corporation or other
legal entity so as to create any legal right or claim of whatsoever kind or
nature for a commission or similar
fee or compensation with respect to the Premises or this Lease. Landlord and
Tenant hereby represent
that no payment is due Specified Brokers or otherwise as a result of this Lease
and that any amounts due have been settled and agreed to by a separate
instrument setting forth those amounts. Landlord
and Tenant hereby indemnify each other against, and agree to hold each other
harmless from, any liability or claim (and all expenses, including attorneys'
fees, incurred in defending any such claim or in enforcing
this indemnity) for a real estate brokerage commission or similar fee or
compensation arising out of or in any way connected with any claimed dealings
with the indemnitor and relating to the Premises or this
Lease. The provisions of this Section shall survive the expiration or sooner
termination of this Lease. The
provisions of this Section shall survive the expiration or sooner termination
of
this Lease.
SECTION
39. NO
RECORDING .
Tenant
shall not record this Lease or any memorandum or short form hereof without
the
written consent and joinder of Landlord. Upon Tenant's request, Landlord shall
execute a memorandum or short
form of this Lease in form reasonably satisfactory to Landlord to be recorded
in
the land records of the county in which the Premises are located, at Tenant's
sole cost and expense. In the event Tenant elects to
record
a memorandum or short form of this Lease, then upon the termination of this
Lease and as a condition
precedent to Landlord's obligation to return the Security Deposit as provided
for in Section
53 herein,
Tenant shall provide Landlord with an executed Notice of Termination in
recordable form of the recorded
memorandum or short form of this Lease.
XXXXXXX00.MOLD.
Given
the
climate and humid conditions in Florida, molds, mildew, spores, fungi and/or
other
toxins may exist and/or develop at and within the Premises in certain
circumstances. Tenant is hereby
advised that certain molds, mildew, spores, fungi and/or toxins may be, or
if
allowed to remain for a sufficient
period may become, toxic and potentially pose a health risk. To the best of
Landlord's knowledge,
Landlord represents and warrants as of the date of the Lease that (i) no visible
molds, mildew, spores,
fungi and/or other toxins are present in or about the Premises ("Visible Mold"),
(ii) no molds, mildew,
spores, fungi and/or other toxins are present in or about the Premises or the
Project in amounts that could
or
does present a hazard to human health ("Hazardous Mold"); and (iii) no leaks,
moisture intrusion or
other
conditions are present in or about the Premises that have or could reasonably
be
expected to give rise
to
Visible Mold or Hazardous Mold.
Subject
to other terms and conditions of the Lease, Tenant shall provide appropriate
climate
control, keep the Premises clean, and take other reasonable measures to retard
and prevent mold and
mildew from accumulating in the Premises. Tenant agrees to clean and dust the
Premises on a regular basis and to promptly remove visible moisture accumulation
on windows, walls, floors, ceilings and other surfaces
in the Premises upon gaining knowledge of same. Tenant agrees not to block
or
cover any of the heating, ventilation or air-conditioning ducts in the Premises.
Tenant agrees to promptly report to Landlord in
writing upon gaining knowledge of any of the following conditions: (i) any
evidence of a water leak or excessive moisture in the Premises, as well as
in
any storage room, garage or other common area for which Tenant
is
responsible under the Lease; (ii) any evidence of visible mold or mildew like
growth in the Premises
that cannot be removed by simply applying a common household cleaner and wiping
the area;
(iii) any
failure or malfunction in the heating, ventilation or air conditioning system
in
the Premises; and (iv) any
inoperable doors or windows in the Premises. A default under the terms of this
provision shall be deemed
a
default under the terms of this Lease which shall be governed by Section
23hereof.
23
A. Tenant
represents to the best of Tenant's knowledge that neither Tenant nor its
constituents or affiliates are in violation of any laws relating to terrorism
or
money laundering, including Executive Order No. 13224 on Terrorist Financing
effective September 24, 2001 and relating to Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism
(the "Executive
Order") and/or
the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law
107-56, the "Patriot
Act").
B. Tenant
represents to the best of Tenant's knowledge that neither Tenant nor any
of
its
constituents or affiliates is a "Prohibited
Person" which
is
defined as follows (i) a person or entity that
is
listed in the Annex to, or is otherwise subject to the provisions of, the
Executive Order; (ii) a person or
entity
owned or controlled by, or acting for or on behalf of, any person or entity
that
is listed in the Annex
to,
or is otherwise subject to the provisions of, the Executive Order; (iii) a
person or entity with whom
Landlord is prohibited from dealing or otherwise engaging in any transaction
by
any terrorism or money laundering Law, including the Executive Order and the
Patriot Act; (9v) a defined in the Executive Order;
(v) a person or entity that is names as a "specially designated national and
blocked person" on the most
current list published by the U.S. Treasury Department Office of Foreign Assets
Control at its official website, htti://xxx.xxxxx.xxx/xxxx/xxxxxx.xxx or
at any
replacement website or other replacement official publication
of such list; and (vi) a person or entity who is affiliated with a person or
entity listed above.
C. Tenant
represents to the best of Tenant's knowledge that neither Tenant nor any of
its
affiliates or constituents is or will: (i) conduct any business or engage in
any
transaction or dealing with any Prohibited Person, including the making or
receiving any contribution of funds, goods or services to
or for
the benefit of any Prohibited Person, (ii) deal in or otherwise engage in any
transaction relating to, any
property or interests in property blocked pursuant to the Executive Order;
or
(iii) engage in or conspire to
engage
in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate,
any of the prohibitions set forth in the Executive Order or the Patriot
Act.
D. Tenant
covenants and agrees to deliver to Landlord any certification or other
evidence
requested from time to time by Landlord in its reasonable discretion, confirming
Tenant's compliance
with this Section.
SECTION
42. CONSTRUCTION
OF LANGUAGE.
The
terms
"Lease", "Lease Agreement" or "Agreement" shall be inclusive of each other,
and
shall
include renewals, extensions or modifications of this Lease. The Section
headings and titles are for
convenience only and shall have no effect upon the construction or
interpretation of any part of this Lease.
This
Lease has been prepared by Tenant and its professional advisors and reviewed
and
revised
by Landlord and its professional advisors. Landlord, Tenant and their separate
advisors believe that this Lease is the product of their joint efforts, that
it
expresses their agreement, and that it should not be interpreted
in favor of either Landlord or Tenant or against either Landlord or Tenant
merely because of their
efforts in its preparation.
SECTION
43. LIABILITY
OF LANDLORD.
Tenant
shall look solely to (i) the estate and property of the Landlord in the Project,
(ii)
the
rents and other income (including, without limitation, insurance proceeds
payable to Landlord) from the
Project receivable by Landlord, and (iii) the consideration received by Landlord
from the sale of all or any
part
of the Project, for the collection of any judgment, or in connection with any
other judicial process, requiring
the payment of money by Landlord in the event of any default by Landlord with
respect to any of the
terms, covenants and conditions of this Lease to be observed and performed
by
Landlord, and no other property
or estates of Landlord shall be subject to levy, execution or other enforcement
procedures for the satisfaction of Tenant's remedies and rights under this
Lease. The provisions of this Section
43 are
not
designed to relieve Landlord from the performance of any of its obligations
hereunder, but rather to limit Landlord's
liability in the case of a recovery of a money judgment against Landlord. The
foregoing limitation
shall not apply to or limit any injunctive or other equitable declaratory or
other forms of relief which
Tenant may be entitled to. The word "Landlord" as used in this Lease shall
mean
only the owner from
time
to time of Landlord's interest in this Lease. In the event of any assignment
of
Landlord's interest in
this
Lease, the assignor shall no longer be liable for the performance or observation
of any agreements or conditions
on the part of Landlord to be performed or observed or arising or accruing
subsequent to the effective
date of such assignment provided the assignee specifically assumes all such
obligations.
24
SECTION
44. GOVERNING
LAW.
This
Lease shall be construed and interpreted according to the laws of the State
of
Florida and venue with respect to any litigation shall be in Palm Beach County,
Florida, except as same may be in contravention
of applicable law,
SECTION
45. TIME
OF ESSENCE.
Time
is
of the essence with respect to the performance of every provision of this Lease
in which
time of performance is a factor.
SECTION
46. ACCORD
AND SATISFACTION.
No
payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein
stipulated to be paid 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 Landlord may accept such check or payment without
prejudice to Landlord's
right to recover the balance of such rent or pursue any other remedy provided
herein or by law. No
acceptance of any Rent by Landlord shall constitute a waiver by Landlord of
any
prior or subsequent default
of Tenant, notwithstanding any knowledge of such default by Landlord at the
time
of receipt of such
Rent.
SECTION
47. ENTIRE
AGREEMENT.
This
Lease and the Exhibits
"A"through
"K" forming a part hereof as if fully set forth herein,
constitute all covenants, promises, agreements, conditions and understandings
between Landlord and
Tenant concerning the Premise, and the Project and there are no covenants,
promises, conditions or understandings,
either oral or written, between them other than are herein set forth. In the
event of any conflict
between the terms of this Lease and the Exhibits attached hereto, the terms
of
the Exhibits shall control. Neither Landlord nor Landlord's agents have made
nor
shall be bound to any representations with respect to the Premises or the
Project except as herein expressly set forth, and all representations, either
oral or
written, shall be deemed to be merged into this Lease Agreement. Except as
herein otherwise provided. no
subsequent alteration, change or addition to this Lease shall be binding upon
Landlord or Tenant unless reduced
to writing and signed by both parties.
SECTION
48. SEVERABILITY.
If
one or
more of the provisions of this Lease shall, for any reason, be held to be
unenforceable
in any respect, such enforceability shall not affect any other provision of
this
Lease.
SECTION
49. INTEREST
ON PAST DUE OBLIGATIONS.
Any
amount due from either party to the other party hereunder that is not paid
within ten (10)
days
of written demand shall thereafter bear interest at the Stipulated Rate from
the
date due until paid.
25
SECTION50.LANDLORD'S
LIEN.
As
additional security for the performance of Tenant's obligations herein, Tenant
hereby pledges and assigns
to Landlord all the furniture, fixtures and trade fixtures, such as built in
furniture and alike and all window
treatments, drapes, flooring systems and other items of personal property which
are now or may hereafter
be brought on or put in the Premises and further grants to Landlord a security
interest therein under
the
Uniform Commercial Code. For the purpose of securing the performance of all
the
obligations of Tenant herein, and at the request of Landlord, Tenant hereby
agrees to execute and deliver to Landlord all financing
statements, amendments thereto or other similar statements which Landlord may
request. Nothing herein contained shall be deemed to be a waiver by Landlord
of
its statuary lien against the property
in which Landlord has been granted a security interest by Tenant, for Rent(s)
and remedies, rights and
privileges of Landlord in the case of default of Tenant as set forth herein
and
shall not be exclusive; and
in
addition thereto, Landlord may also exercise and enforce all its rights at
law
or in equity which it may
otherwise have as a result of Tenant's default herein. Landlord is herein
specifically granted all of the rights
of
secured creditor under the Uniform Commercial Code with respect to the property
in which Landlord
has been granted a security interest by Tenant, including but not limited to
the
right to take possession
of the above-mentioned property and dispose of it by sale in a commercially
reasonable manner. Notwithstanding
the Landlord's aforementioned statutory or contractual lien rights, so long
as
Tenant is not in
Default of this Lease, beyond any applicable grace period, if applicable,
Landlord shall not unreasonably withhold
consent to Tenant's request that Landlord subordinate in favor of Tenant's
lender(s) (as applicable,
the "Secured
Party")any
statutory and contractual lien it may now or hereafter have with respect
to Tenant's trade fixtures, equipment, inventory and personal property.
Landlord's lien rights shall only be subordinated in favor of the Secured Party
for the duration of the security agreement consented to by
Landlord. Nothing herein shall be construed to constitute a waiver of Landlord's
lien rights. Any request
for such subordination shall be accompanied by payment of Landlord's reasonable
administrative and
attorneys' fees relating thereto.
SECTION
51. RADON
DISCLOSURE.
In
accordance with the requirements of Florida Statutes Section 404.056(8), the
following notice
is
hereby given to Tenant:
RADON
GAS: Radon
is
a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons
who
are exposed to it over time. Levels of radon that exceed federal and
state
guidelines have been found in buildings in Florida. Additional information
regarding
radon and radon testing may be obtained from your County Public Health
Unit.
SECTION
52. WAIVER
OF JURY TRIAL.
The
parties hereto waive trial by jury in connection with any proceedings or
counterclaims
brought by either of the parties hereto against the other.
SECTION
53. SECURITY
DEPOSIT.
Landlord
acknowledges receipt from Tenant of the Security Deposit. The Security
Deposit
shall be held as collateral security for the payment of rent and other sums
of
money payable by Tenant
under this Lease, and for the faithful performance of all other terms, covenants
and conditions of Tenant
hereunder; the amount of the Security Deposit, without interest, shall be repaid
to Tenant within thirty
(30) days after the expiration of the Term, provided Tenant shall have made
all
payments and performed
all terms, covenants and conditions required under this Lease. Upon any Event
of
Default by Tenant
hereunder, all or part of the Security Deposit may, at Landlord's sole
discretion, be applied on account
of such default, and thereafter Tenant shall restore the resulting deficiency
in
the Security Deposit within
ten (10) days after receipt from Landlord of an invoice therefore. Tenant hereby
waives the benefit of
any
provisions of law requiring the Security Deposit to be held in escrow or in
trust, and the Security Deposit shall be deemed to be the property of Landlord
and may be co-mingled by Landlord with its own funds.
Tenant further acknowledges that the Security Deposit is not be construed as
Prepaid Rent by Tenant
for the last rental period of the Term.
26
SECTION
54. NAME
OF BUILDING AND PROJECT.
The
name
of the Project is "BOCA
TOWN PARTNERS PLAZA". Landlord
shall not have
the
right to change the name of the Project at anytime.
SECTION
55.
EXCUSE
OF PERFORMANCE.
If
either
party to this Lease, as the result of any (i) strikes, lockouts or labor
disputes, (ii) inability
to obtain labor or materials or reasonable substitutes therefor, (iii) acts
of
God, governmental action,
condemnation, civil commotion, fire or other casualty, or (iv) other conditions
similar to those enumerated in this Section (other than inability to pay monies
due under this Lease) beyond the reasonable control
of the party obligated to perform, fails punctually to perform any non-monetary
obligation on its part
to
be performed under this Lease, then such failure shall be excused and not be
a
breach of this Lease by
the
party in question, but only to the extent occasioned by such event. If any
right
or option of either party
to
take any action under or with respect to this Lease is conditioned upon the
same
being exercised within any prescribed period of time or at or before a named
date, then such prescribed period of time and such
named date shall be deemed to be extended or delayed, as the case may be, for
a
period equal to the period
of
the delay occasioned by any event described above.
SECTION
56. TENANT'S
REPRESENTATIONS.
Tenant,
in order to induce Landlord to enter into this Lease, hereby
represents:
A. That
Tenant has full power and authority to conduct its business as presently
conducted
and to enter into this Lease. That this Lease has been duly authorized, executed
and delivered by
Tenant
and constitutes and legal and binding obligation of Tenant.
B. That
the
execution, delivery and performance of this Lease will not conflict with,
be
inconsistent with, or result in any breach or default of any of the terms,
covenants, conditions or provisions of any indenture, mortgage, bank loan,
credit agreement, deed of trust, instrument, document, agreement
or contract of any kind or nature to which Tenant is a party or by which Tenant
may be bound.
C.
That,
to the best of Tenant's knowledge, no litigation or proceedings (or threatened
litigation or proceeding or basis therefor) exists which could materially and
adversely affect the ability of Tenant to perform its obligations under this
Lease or which would constitute a default on the part of Tenant under this
Lease, or which would constitute such a default with the giving of notice or
lapse of time,
or
both.
SECTION
57.
LAWS
AND ORDINANCES.
A. Tenant,
at its expense, agrees to comply with all "Governmental
Requirements"
(as
hereinafter defined) regarding Tenant's permitted use of the Premises or
regarding the Tenant's
Work or subsequent alterations to the Premises made by Tenant.
B. Landlord,
at its expense, shall comply with all Governmental Requirements with
respect
to Landlord's operation of the Building and to that portion of the Project
owned
by Landlord.
27
IN
WITNESS
WHEREOF, Landlord
and Tenant have executed this Lease, or have caused
the same to be executed as of the day and year first above
written.
Signed,
sealed and delivered in the presence of
|
LANDLORD:
BOCA TOWN PARTNERS, LLC.
|
||
/s/ Xxxxxx Xxxx | /s/ Xxxxxx Xxxxx | ||
Xxxxxx Xxxx |
Xxxxxx Xxxxx |
||
Vice President |
TENANT:
ANCHOR FUNDING SERVICES, LLC
|
|||
/s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx |
|||
President |
28
EXHIBIT
A
BUILDING
LAND LEGAL DESCRIPTION
Parcel
E,
of BOCA VILLAGE MASTER PLAT, according to the Plat thereof, as recorded in
Plat
Book 102, Page 80, of the of the Public Records of Palm Beach County.
Florida.
Together
with:
A
non-exclusive easements for ingress and egress, utilities and drainage as
established by that certain Declaration
of Reciprocal Easements by and among Boca Village, LLC., Silver Finance Company,
SBOC, LLC
and
South Florida Regional Transportation Authority, joined by mortgagee(s) of
record, if any, dated the
15th
day of August, 2003 and recorded in Official Records Book 15711, Page 1080,
together with First
Amendment to Declaration of Reciprocal Easements recorded in Official Records
Book 16641, Page 1933, both of the Public Records of Palm Beach County, Florida;
and
A
non-exclusive easements for ingress and egress as established by that certain
Declaration of Easements
by Boca Technology Center, LLC., and City of Boca Ratan, joined by Mortgagee(s)
of record, If
any,
dated the 15th day of August, 2003 and recorded in Official Records Book 15711,
Page 838, of the Public
Records of Palm Beach County, Florida; and
A
perpetual non-exclusive easement right(s) as contained in that certain
Declaration of Covenants and Restrictions
for T-Xxx Corporate Center dated November 13, 2004 and recorded December 5,
2004
In Official
Records Book 14478, Page 499 and amended In Official Records Book 14869, Page
1796, of the Public Records of Palm Beach County, Florida.
AND
Parcel
F,
of BOCA VILLAGE MASTER PLAT, according to the Plat thereof, as recorded In
Plat
Book 102, Page 80, of the of the
Public
Records of Palm Beach County, Florida:
Together
with:
A
non-exclusive easements for Ingress and egress, utilities and drainage as
established by that certain Declaration
of Reciprocal Easements by and among Boca Village, LLC., Silver Finance Company,
SOBC, LLC
and
South Florida Regional Transportation Authority, joined by mortgagee(s) of
record, if any, dated the
15th
day of August, 2003 and recorded in Official Records Book 15711, Page 1080,
together with First
Amendment to Declaration of Reciprocal Easements recorded in Official Records
Book 16641, Page 1933, both of the Public Records of Palm Beach County, Florida;
and
A
non-exclusive easements for ingress and egress as established by that certain
Declaration of Easements
by Boca Technology Center, LLC., and City of Boca Raton, joined by Mortgagee(s)
of record. if
any,
dated the 15th day of August, 2003 and recorded
in
Official Records Book 16711, Page 838, of the Public Records of Palm Beach
County, Florida: and
A
perpetual non-exclusive easement right(s) as contained in that certain
Declaration of Covenants and Restrictions
for T-Xxx Corporate Center dated November 13, 2004 and recorded December 5,
2004
in Official Records Book 14478, Page 499 and amended in Official Records Book
14869, Page 1796, of the Public
Records of Palm Beach County, Florida.
Exhibit
A-1
EXHIBIT
"B"
PREMISES
FLOOR PLAN
ANCHOR
FUNDING SERVICES
FLOOR
PLAN - SCHEME TWO
Exhibit
B-1
EXHIBIT
"C"
PROJECT SITE PLAN
PROJECT SITE PLAN
Exhibit
C-1
EXHIBIT
"D"
EXCLUSIONS
TO OPERATING COSTS
In
calculating the Tenant's Proportionate Share of Operating Costs, the floor
core
area of
the
Building,
including the stairwells and elevators shall be not be included in the
calculation.
Notwithstanding
anything to the contrary contained in the Lease in the definition of "Operating
Costs," Operating Costs shall not include:
(i)
|
Any
ground lease rental;
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(ii)
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Costs
of capital improvements and equipment; except for those acquired
to reduce
common area operating expenses (amortized at an annual rate reasonably
calculated to equal
the amount of operating expenses to be saved in each calendar year
throughout the Term
(as determined at the time landlord elected to proceed with the capital
improvement or
acquisition of the capital equipment to reduce common area operating
expenses)), together
with interest at the actual interest rate incurred by
Landlord;
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(iii)
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Rentals
for items (except when needed in connection with normal repairs and
maintenance
of permanent systems) which if purchased, rather than rented, would
constitute
a capital improvement which is specifically excluded in Subsection
(ii), above
(excluding, however, equipment not affixed to the Building which
is used
in providing janitorial
or similar services);
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(iv)
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Costs
incurred by Landlord for the repair of damage to the building, to
the
extent that Landlord
is reimbursed by insurance proceeds or would have been reimbursed
by
insurance
proceeds had Landlord maintained the insurance coverage required
under the
Lease, or repairs or rebuilding necessitated by condemnation or conveyance
in lieu thereof;
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(v)
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Costs,
including permit, license and inspection costs, incurred with respect
to
the installation
of tenant improvements made for tenants or other occupants in the
Building
or
incurred in renovating or otherwise improving, decorating, painting
or
redecorating vacant
space for tenants or other occupants of the
Building;
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(vi)
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Depreciation,
amortization and interest payments, except as provided herein and
except
on
materials, tools, supplies and vendor-type equipment purchased by
Landlord
to enable Landlord
to supply services Landlord might otherwise contract for with a third
parry where
such depreciation, amortization and interest payments would otherwise
have
been included
in the charge for such third party's services, all as determined
in
accordance with generally
accepted accounting principles, consistently applied, and when
depreciation or amortization is permitted or required; the item shall
be
amortized over its reasonably anticipated
useful life;
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(vii)
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Marketing
costs including leasing commissions, attorneys' fees in connection
with
the negotiation
and preparation of letters, deal memos, letters of intent, leases,
subleases and/or
assignments, space planning costs, and other costs and expenses incurred
in connection
with lease, sublease and/or assignment negotiations and transactions
with
present
or prospective tenants or other occupants of the
Building;
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(viii)
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Costs
incurred by Landlord for alterations which are considered capital
improvements and
replacements under generally accepted accounting principles, consistently
applied, except
as permitted in (ii) and (iii)
above;
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Exhibit
D-1
(ix)
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Costs
of a capital nature, including, without limitation, capital improvements,
capital repairs,
capital equipment and capital tools, all as determined in accordance
with
generally
accepted accounting principles, consistently applied, except as permitted
in (ii) and
(iii) above;
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(x)
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Expenses
in connection with services or other benefits which are not offered
to
Tenant or for which Tenant is charged for directly but which are
provided
to
another Tenant or occupant
of the Building the cost of which is included as Operating
Costs;
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(xi)
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Costs,
including, without limitation, attorneys fees, incurred by Landlord
due to
the violation
by Landlord of the terms and conditions of any lease of space in
the
Building;
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(xii)
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Overhead
and profit increment paid to Landlord or to subsidiaries or affiliates
of
Landlord for goods and/or services in the Building to the extent
the same
exceeds the costs
of such goods and/or services rendered by unaffiliated third parties
on a
competitive basis;
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(xiii) | Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the site; |
(xv) | Landlord's general corporate overhead and general and administrative expenses; |
(xv)
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Any
compensation paid to clerks, attendants or other persons in commercial
concessions operated
by Landlord or in any parking lot or garage of the Building or wherever
Tenant is
granted its parking privileges and/or all fees paid to any parking
facility operator (on or off site) (provided, however, if Landlord
provides such parking free of charge to Tenant, these
expenses may be included as Operating
Expenses);
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(xvi)
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Except
for making repairs or keeping permanent systems in operation while
repairs
are being
made, rentals and other related expenses incurred in leasing air
conditioning systems, elevators or other equipment ordinarily considered
to be of a capital nature, except
equipment not affixed to the Building which is used in providing
janitorial or similar
services;
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(xvii)
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Advertising
and promotional expenditures, and costs of signs in or on the building
identifying
the owner of the building or other tenants'
signs;
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(xviii)
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Electric
power costs for which any tenant directly contracts with the local
public
service company;
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(xix)
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Intentionally
Omitted;
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(xx)
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Costs
incurred in connection with upgrading the Building to comply with
handicap, life, fire
and safety codes or any other governmental law, code, ordinance or
regulation in effect
prior to the Commencement Date;
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(xxi)
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Any
other expenses which, in accordance with generally accepted accounting
principles, consistently
applied, would not normally be treated as Operating Costs by owners
of
comparable
first-class buildings;
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(xxii)
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Tax
penalties incurred as a result of Landlord's negligence, inability
or
unwillingness to make payments and/or to file any income tax or
informational returns when due;
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(xxiii) |
All assessments and premiums
which are not
specifically charged to Tenant because of what
Tenant has done, which can be paid by Landlord in installments, shall
be
paid by Landlord
in the maximum number of installments permitted by law and not included
as
common area operating expenses except in the year in which the assessment
or premium installment is actually paid; provided, however, that
if the
prevailing practice in other comparable office buildings in the vicinity
of the building to pay such assessments or premiums
on an earlier basis, such assessments or premiums shall be included
in
Operating
Expenses as paid by Landlord; in no event, however, shall Landlord
include
any
accrued interest (resulting from such assessments or premiums) in
its
computation of common
area operating
expenses;
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Exhibit
D-2
(xxiv)
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Costs
for capital improvements to reduce common area operating expenses
in
excess of the
amount reasonably anticipated to constitute cost
savings;
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(xxv)
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Costs
for capital improvements to reduce common area operating expenses
performed by the
Landlord during the last year of the lease
term;
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(xxvi)
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Costs
for which Landlord has been compensated by a management fee; any
management or
administrative fee which, in the aggregate, exceeds what is customarily
charged to tenants
of first class office buildings in Boca Raton, Florida
area;
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(xxvii)
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Costs
associated with the operation of the business of the partnership
or entity
which constitutes Lessor as the same are distinguished from the costs
of
the Building, including partnership
accounting and legal matters, costs of defending any lawsuits with
any
mortgagee
(except as the actions of Tenant may be in issue), costs of selling,
syndicating, financing,
mortgaging or hypothecating any of Landlord's interest in the Building,
costs of
any disputes between Landlord and its employees (if any) not engaged
in
Building operation,
disputes of Landlord with Building management, or outside fees paid
in
connection
with disputes with other tenants.
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(xxviii)
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Costs
arising from the negligence of Landlord or its agents, or any vendors,
contractors, or
providers of materials or services selected, hired or engaged by
Landlord
or its agents including,
without limitation, the selection of building
materials;
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(xxix) |
Notwithstanding any contrary provision of this Lease, including, without limitation, any provision relating to capital expenditures, costs arising from the presence of hazardous materials or substances in or about the Building or Project including, without limitation, hazardous substances in the ground water or soil; |
(xxx)
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Costs
arising from Landlord's or other tenant's negligence or intentional
acts,
unless caused
by Tenant's construction of the tenant
improvements;
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(xxxi)
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Costs
arising from Landlord's charitable or political
contributions;
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(xxxii)
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Costs
arising from latent defects in the base, shell or core of the building
or
improvements
installed by Landlord or repair
thereof;
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(xxxiii)
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Costs
of sculpture, paintings or other subjects of art;
and
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(xxxiv) | Costs (including in connection therewith all attorneys; fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to the Landlord and/or the Building and/or the Project. |
Each
time
Landlord provides Tenant with an actual and/or estimated statement of Operating
Costs, such statement shall be itemized on a line item by line item basis,
showing the applicable expense for the applicable
year and the year prior to the applicable year.
Exhibit
D-3
EXHIBIT
"E"
LANDLORD'S
WORK
Landlord
is responsible for any and all costs and expense relating the Tenant's "turnkey"
build out per
plan
above, which materials and style shall be per Building Standard which is
substantially similar
to present build out on 2nd floor. The outline of the specifications of the
build out, per plan above
are
on the following Exhibit "E" pages.
Exhibit
D-4
EXHIBIT
"F"
TENANT'S
WORK
All
Tenant Improvement work is to be completed and overseen by the Landlord's
contractors and staff. Tenant shall be responsible only for the cost of such
items or extras that are not Building Standard
materials or costs that are not included in Landlord's Work (Exhibit "E"),
as
per below.
Tenant
is
responsible for the cost of the following:
Exhibit
E-1
EXHIBIT
"F"
NOT
APPLICABLE
Exhibit
F-1
EXHIBIT
"G"
NOT
APPLICABLE
Exhibit
G-1
EXHIBIT
"H"
NOT
APPLICABLE
Exhibit
H-2
EXHIBIT
"1"
SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement")
executed between ,
a
("Mortgagee") and
Anchor Funding Services, LLC
("Tenant").
WITNESSETH:
WHEREAS,
Boca Town Partners, LLC, a Florida limited liability company ("Landlord")
has
entered
into a certain lease ("Lease")
with
Tenant dated ,
20,
relating to certain
premises
located in Palm Beach County, Florida ("Premises"), said Premises being more
particularly described
in said Lease and being situated on a portion of the real property described
in
Exhibit
"A" attached
hereto and made a part hereof ("Property"); and
WHEREAS,
Mortgagee [has committed to make a] [has made a] mortgage loan to Landlord
in
the original principal amount of__________________________ THOUSAND
DOLLARS AND NO/100 ($_________________________) secured
by a Mortgage [dated________] ("Mortgage")covering
the Property
[, which Mortgage is recorded in Book,
Page____,
of_______].
NOW,
THEREFORE, it is mutually agreed as follows:
1.
The Lease is and shall be subject and subordinate to the Mortgage and to all
renewals, modifications, consolidations, replacements and extensions of the
Mortgage.
2,
In the
event of a foreclosure of the Mortgage or should Mortgagee obtain title by
deed
in lieu
thereof, or otherwise, Mortgagee, for itself, its successors or assigns, agrees
that Tenant may continue its
occupancy of the Premises in accordance with the terms and provisions of the
Lease, so long as Tenant continues
to pay rent and otherwise to perform its obligations thereunder. Mortgagee
agrees not to name Tenant
as
a party defendant in any foreclosure action.
3. Tenant
agrees to attorn to: (a) Mortgagee when in possession of the Property; (b)
a
receiver
appointed in an action or proceeding to foreclose the Mortgage or otherwise;
or
(c) to any party acquiring
title to the Property as a result of foreclosure of the Mortgage or deed in
lieu
thereof. Tenant further
covenants and agrees to execute and deliver, upon request of Mortgagee, or
its
assigns, an appropriate
agreement of attornment with any subsequent titleholder of the
Property.
4. So
long
as the Mortgage on the Property remains outstanding and unsatisfied, Tenant
will
deliver to Mortgagee a copy of all notices permitted or required to be given
to
Landlord by Tenant pursuant to
which
Tenant proposes to terminate or cancel the Lease, and that no such notices
to
Landlord shall be effective,
unless a copy of such notice is also delivered to Mortgagee. At any time before
the rights of Landlord
shall have been forfeited or any cure period(s) afforded to Landlord under
the
Lease shall have expired
because of any default or failure of performance under the Lease as therein
provided, Mortgagee shall
have the right (but not the obligation) to cure such default or failure of
performance within thirty (30) days
from
Mortgagee's receipt of such written notice from Tenant stating the nature of
such default or failure
of performance or such longer period of time as may be reasonably required
to
cure, provided Mortgagee
commences to cure within such thirty (30) day period and thereafter diligently
pursues such cure
to
completion.
5.
Tenant
certifies that the Lease has been duty executed by Tenant; that no rent under
the Lease
has
been paid more than thirty (30) days in advance of its due date; and that
Tenant, as of this date, has
no
charge, lien or claim of offset under the Lease, or otherwise, against the
rents
or other charges due or to
become
due thereunder.
Exhibit
I-1
6.
If
Mortgagee shall succeed to the interest of Landlord under the Lease, Mortgagee
shall be
bound
to Tenant under all the terms, covenants and conditions of the Lease, and Tenant
shall, from and after Mortgagee's succession to the interest of Landlord under
the Lease, have the same remedies against Mortgagee
for the breach of an agreement contained in the Lease that Tenant might have
had
under the Lease
against Landlord if Mortgagee had not succeeded to the interest of Landlord;
provided further, however,
that Mortgagee shall not be:
(a) liable
for any warranty, act or omission of any prior landlord (including Landlord),
although
Mortgagee shall be subject to the offset rights of the Tenant under the Lease
as
contemplated in subparagraph
(b) below; or
(b) subject
to any offsets or defense which Tenant might have against any prior landlord
(including
Landlord), except as specifically set forth in the Lease and except those which
arose out of such landlord's
default under the Lease and accrued after Tenant has notified Mortgagee and
given Mortgagee an opportunity
to cure as provided herein; or
(c) bound
by
any rent or additional rent which Tenant might have paid for more than the
current
month to any prior landlord (including Landlord); or
(d) bound
by
any material amendment or modification of the Lease or any collateral
agreement
made without Mortgagee's consent (excluding any permitted assignments as
provided by the terms
of
the Lease.
7. Mortgagee
consents to the application of casualty and condemnation proceeds
in
accordance
with the terms and provisions of the Lease.
8. This
Agreement shall be binding upon and inure to the benefit of the heirs,
successors
and
assigns of the parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
indicated below
their respective signatures.
MORTGAGOR:
|
||
Signed,
sealed and delivered in the presence of: |
|
|
By: | /s/ | |
Print Name:
Its:
|
||
Exhibit
I-2
STATE
OF______________)
)
SS:
COUNTY
OF_____________)
The
foregoing
instrument was acknowledged before me this________ day
of_______ ,
20___
by_____________________________________________________
____________________________________________as________________________________________________ of_____________________________________,
a_________________________________
on behalf
of
the company. He/she personally appeared before me, is personally known to me
or
produced_____________ as
identification.
Notary:____________________________ | |||
Print Name:_________________________ | |||
[NOTARY SEAL] | Notary Public, State of_________________ | ||
My commission expires:_______________ | |||
STATE OF_______________________) | |||
) | |||
COUNTY OF |
The
foregoing instrument was acknowledged before me this_______________________
day
of
__________________, 20_
by_______________________________________
as___________________________________of
Anchor
Funding Services, LLC on behalf
of
the company. He/she personally appeared before me, is personally known to me
or
produced_____________ as
identification.
Notary:____________________________ | |||
Print Name:_________________________ | |||
[NOTARY SEAL] | Notary Public, State of_________________ | ||
My commission expires:_______________ | |||
Exhibit
I-3
EXHIBIT
"J"
RULES
AND REGULATIONS
1. Landlord
agrees to furnish Tenant with keys or key cards without charge. Additional
keys
or key cards shall be furnished at a nominal charge. Tenant shall not change
locks or install additional locks on
doors
without the prior written consent of Landlord. Tenant shall not make or cause
to
be made duplicates of keys or key cards without the prior approval of Landlord.
All keys or key cards to the Premises
shall be surrendered to Landlord upon termination of this Lease.
2. Tenant
shall refer all contractor's representatives and installation technicians
rendering any
service for Tenant at the Premises to Landlord before performance of any
contractual service. Tenant's contractors
and installation technicians shall comply with Landlord's reasonable rules
and
regulations pertaining
to construction and installation. This provision shall apply to all work
performed on or about the Premises
or Project including installation of telephones, equipment, electrical devices
and attachments and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings and equipment or any other
physical portion of the Premises or Project.
3. Tenant
shall not at any time occupy any part of the Premises or Project as sleeping
or
lodging
quarters.
4. Tenant
shall not place, install or operate on the Premises or in any part of the
Building any
engine, stove or machinery, conduct mechanical operations, xxxx thereon or
therein or place or use in or
about
the Premises or Project any explosives, gasoline, kerosene, oil, acids,
caustics, flammable explosives
or hazardous material without the written consent of Landlord.
5. Landlord
shall not be responsible for lost or stolen personal property, equipment, money
or
jewelry from the Premises or the Project regardless of whether or not such
loss
occurs when the area is locked
against entry.
6. No
dogs,
cats, fowl or other animals (other than seeing-eye dogs or other such assistance
animals) shall be brought into or kept in or about the Premises or
Project.
7. Employees
of Landlord shall not receive or carry messages for or to any tenant or other
person
nor shall they render free or paid services to any tenant, its agents, employees
or invitees.
8. None
of
the parking plaza, recreation or lawn areas, entries, passages, doors,
elevators, hallways or stairways shall be locked or obstructed with any rubbish,
litter, trash or material of any nature which would be placed, emptied or thrown
into these areas by Tenant's agents, employees or invitees at any time.
9.
The
water closets and other water fixtures shall not be used for any purpose other
than those
for
which they were constructed. Any damage resulting to them from misuse or by
the
defacing of any
part
of the Building shall be borne by the person who shall occasion it. No person
shall waste water by interfering
with the faucets or otherwise.
I0.
No
person shall disturb occupants of the Building by the unreasonable use of any
radios, cd
players, tape recorders, musical instruments, the making of unseemly noises
or
any other unreasonable use.
1
1 Nothing
shall be thrown out of the windows of the Building or down the stairways
or
other
passages.
12. Tenant,
its employees, agents and invitees shall park their vehicles only in those
parking areas
designated by Landlord, which such areas are identified on the site plan
attached to the Lease as
Exhibit
J-1
"Exhibit
C".
Tenant shall furnish Landlord within five (5) days after Landlord's request
therefor state automobile
license numbers of all Tenant's vehicles. Tenant shall notify Landlord of any
changes within five
(5)
days after such change occurs. Tenant shall not abandon any vehicle at the
Project. If Tenant, its employees,
agents or invitees park their vehicles in areas other than the designated
parking areas or leave any vehicle in a state of disrepair, Landlord, after
giving written notice to Tenant of such violation, shall have
the
right to remove such vehicle at the owner's expense.
13. Parking
in the parking lot shall be in compliance with all parking rules and regulations
including
any sticker or other identification system reasonably established by Landlord.
Failure to observe the
rules
and regulations shall subject the vehicle in violation to removal and/or
impoundment. Vehicles must
be
parked entirely within the stall lines and all directional signs, arrows and
posted speed limits must be observed. Parking is prohibited in areas not striped
for parking, in aisles, where "No Parking" signs are posted,
on ramps in cross hatched areas and in other areas as may be designated by
Landlord. Parking stickers
or other forms of identification supplied by Landlord shall remain the property
of Landlord and not the
property of Tenant and are not transferable. All responsibility for damage
to
vehicles or persons is assumed
by the owner of the vehicle or its driver.
14. Movement
of furniture or office supplies and equipment, in or out of the Building,
dispatch
or receipt by Tenant of any merchandise or materials which requires use of
elevators or stairways, or
movement through the Building entrances or lobby shall be restricted to hours
reasonably designated by Landlord.
All such movement shall be under the supervision of Landlord and carried out
in
the manner agreed
to
between Tenant and Landlord by prearrangement. Such prearrangement will include
reasonable determination
by Landlord of time, method and routing of movement and limitations imposed
by
safety or other concerns which may prohibit any article, equipment or any other
item from being brought into the Building.
Tenant shall indemnify Landlord against all risks and claims of damage to person
and property arising
in connection with any said movement, except to the extent same result from
the
negligence or willful
misconduct of Landlord or Landlord's employees or agents.
15. Landlord
shall not be liable for any damages from the storage of elevators for necessary
or
desirable repairs or improvements or delays of any sort in connection with
the
elevator service.
16. Tenant
shall not lay floor covering within the Premises without written reasonable
approval
of Landlord. The use of cement or other similar adhesive materials not easily
removed with water is
expressly prohibited without Landlord's prior consent.
17. Tenant
agrees to cooperate with and assist Landlord in the prevention of canvassing,
soliciting
and peddling within the Project.
18. Landlord
reserves the right to exclude from the Building or Project outside of Normal
Business Hours (as defined in the Lease) all persons who are not known to the
Building or Project security personnel
and who do not present a pass signed by Tenant or arc otherwise authorized
by
Tenant pursuant to
such
procedures implemented by Landlord from time to time in Landlord's counterclaim
- reasonable discretion.
19. It
is
Landlord's desire to maintain in the Building or Project the highest standard
of
dignity
and good taste consistent with comfort and convenience for all Tenants. Any
action or condition not meeting
this high standard should be reported directly to Landlord. Your cooperation
will be mutually beneficial
and sincerely appreciated.
20. Landlord
reserves the right to make such other and further reasonable rules and
regulations
as in its judgment may from time to time be necessary for the safety, care
and
cleanliness of the Premises
and for the preservation of good order therein, provided, however, to the extent
any such rules and
regulations shall conflict with the terms of the Lease, the terms of the Lease
shall control and prevail.
-
Exhibit
J-2
EXHIBIT
"K"
COMMENCEMENT
DATE MEMORANDUM AND
CONFIRMATION
OF LEASE TERMS
Reference
is made to that certain Lease Agreement ("Lease")
dated
,
2007,
between
Anchor Funding Services, LLC ("Tenant"),
and
Boca
Town Partners, LLC, a Florida limited liability
company ("Landlord"),
whereby
Landlord leased to Tenant and Tenant leased from Landlord certain
premises in the shopping center located at 000
Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000
("Premises").
Landlord
and Tenant hereby acknowledge as follows:
(1) Landlord
delivered possession of the Premises to Tenant with Landlord's
work complete
on
(2) Tenant
has accepted possession of the Premises and now occupies the same;
(3) The
initial term of the Lease commenced on ("Rent
Commencement
Date") and
will
expire on______________________________ ("Termination
Date");
(4) The
Premises contain approximately 2,875 rentable square feet of space;
(5) The
building in which the Premises are located contains approximately 4,8111
rentable
square feet of space; and
IN
WITNESS WHEREOF, this Commencement Date Memorandum and Confirmation of Lease
Terms
is
executed this_________ day
of_____________ ,
20
.
TENANT | Anchor Funding Services, LLC |
By:_______________________________ | |
Name:_____________________________ | |
Its:_______________________________ | |
LANDLORD |
Boca
Town Partners, LLC,
a
Florida limited liability company
|
By:_______________________________ | |
Name:_____________________________ | |
Its:________________________________ |
Exhibit
K-1