Exhibit 10.5
ATRIUM FINANCIAL CENTER
LEASE AGREEMENT
THIS LEASE, made and entered into this 28 day of October, 1991, by and
between MASS MUTUAL LIFE INSURANCE CO. (the "Lessor") , whose address is 0000
Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xx. 00000, and EXPRESS FINANCIAL CORPORATION
(the "Lessee") whose address is 0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000.
WITNESSETH THAT:
In consideration of the mutual promises, covenants and conditions herein
contained, and the rent reserved by Lessor, to be paid by Lessee to Lessor,
Lessor hereby leases to Lessee and Lessee hereby rents from Lessor, that certain
real property situated in Palm Beach County, Florida, hereinafter described, for
the term and at the rentals and upon the terms and conditions hereinafter set
forth.
1. PREMISES. The real property (the "Premises") hereby leased, let and
demised by Lessor unto Lessee, is Suite #107 (formerly known as Suite 100)
located on the 1st floor of a four (4) story office building (the "Building") at
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, known as Atrium Financial
Center, and located as shown on Exhibit 1 hereto. The rentable square footage of
the Premises is 3,503 square feet, which is the sum of the actual square footage
plus fifteen percent (15%) of such square footage which is deemed to be allotted
for hallways, elevators, stairways, toilets, electrical, janitorial and other
such common areas. The location of the Premises within the Building is more
particularly depicted in Exhibit 2 attached hereto.
2. TERM. The term of this Lease, and the accrual of rents hereunder shall
commence on the date (the "Commencement Date") hereinafter defined and shall
extend to the 5th anniversary (the "Expiration Date") at 12:00 P.M. (midnight).
The Commencement Date shall be April 1, 1992 as verified by an executed document
which is a part of this Lease Agreement (Exhibit 3) attached hereto.
3. RENT. Lessee agrees to pay Lessor, without demand, set off or
deduction, a fixed annual minimum rent (the "Base Rent"), net for the first year
of this Lease the total amount of $28,024.00 payable in equal monthly
installments of $2,335.33 subject to upward adjustment commencing in the third
(3rd) Lease Year, for increases on an annual basis of CPI, maximum five percent
(5%) per annum, plus one-twelfth (1/12) of the prorata share of the Building
operating costs as it relates to the Premises in square foot cost annually over
the life of this Lease. The total square footage of the leased area is
approximately 3,503 square feet, which equals 3.85 percent of the leasable area
in the Building (91,000 square feet). The Base Rent will not begin to accrue
until the Commencement Date.
Each monthly installment of Base Rent shall be payable in advance on
the first (1st) day of each calendar month of the term to Lessor c/x Xxxxxxxx
Management Company, Inc., X.X. Xxx 000000, Xxxxxxx, Xxxxxxx 00000-0000, or at
such other place Lessor may from time to time designate in writing. If the
Commencement Date, as hereinabove defined, is not on the first (1st) day of a
calendar month, Base Rent for the period beginning with and between the
Commencement Date and the first (1st) day of the following month shall be
apportioned on a per diem basis at the monthly rental rate hereinabove provided
and shall be payable on the Commencement Date.
In addition to the Rent hereinabove reserved, Lessee shall also pay
the amount of any use or sales tax on rent imposed by the State of Florida and
any Federal or local government, which taxes and other assessments shall be paid
at the same time and in the same manner as each payment of rent. There shall be
due with any payment of rent received after the fifth (5th) day of the month a
late payment service charge equal to ten (10%) percent of the payment of rent.
Lessee agrees that commencing at the beginning of the third (3rd)
Lease Year, the Base Rent shall be adjusted for increases in the Consumer Price
Index (CPI), however, any increase shall not exceed five percent (5%) per annum.
Lessor and Lessee intend that the Base Rent, as adjusted from time to time as
hereinabove provided, shall be paid to Lessor absolutely net, without notice or
demand.
4. ASSIGNMENT. Lessee shall not assign this Lease nor any rights
hereunder, nor let or sublet all or any part of the Premises, nor suffer or
permit any person or corporation to use any part of the Premises, without first
obtaining the express written consent of Lessor which shall not be unreasonably
withheld. Should Lessor consent to such assignment of this Lease, or to a
sublease of all or any part of the Premises, Lessee does hereby guarantee
payment of all rent herein reserved until the expiration of the term hereof and
no failure of Lessor to promptly collect from any assignee or sublessee, or any
extension of the time for payment of such rents, shall release or relive Lessee
from its guaranty of obligation of payment of such rents.
5. QUIET ENJOYMENT. Lessor covenants that so long as Lessee pays the rent
reserved in this Lease and performs its agreements hereunder, Lessee shall have
the right quietly to enjoy and use the Premises for the term hereof, subject
only to the provisions of this Lease.
6. USE. Lessee, its successors and assigns, shall use the Premises
exclusively for the purpose of general office use and related activities and for
no other use or purpose whatsoever. Lessee shall comply with all laws,
ordinances, rules and regulations of applicable governmental authorities
respecting the use, operation and activities of the Premise (including
sidewalks, streets, approaches, drives, entrances and other Common
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Areas serving the Premises), and Lessee shall not make suffer or permit any
unlawful, improper or offensive use of the Premises, or such other areas, or any
part thereof, or permit any nuisance thereon. Lessee shall not make use of the
Premises in any way which would make void or voidable any policy of fire or
extended coverage insurance covering the Premises. Lessee shall maintain all
interior windows, if any, in a neat and clean condition and Lessee shall not
permit rubbish, refuse or garbage to accumulate or any fire or health hazard to
exist upon or about the Premises. Lessee shall use the Premises only for the
purpose stated in this Lease. Lessee agrees the abide by any rules or
regulations promulgated by Lessor which shall not discriminate against Lessee.
7. SIGNS. Lessee shall not place or suffer to be placed or maintained upon
any exterior door, roof, wall or window of the Premises any sign, awning, canopy
or advertising matter or other thing of any kind, and will not place or maintain
any decoration, lettering or advertising matter on the glass of any window or
door of the Premises and will not place or maintain any freestanding standard
within or upon the Common Area of the Premises or immediately adjacent thereto,
without first obtaining Lessor's expressed prior written consent. Lessor agrees
to grant approval of any sign located within the Premises or entry to the
Premises on glass or in conformity with the sign criteria attached hereto as
Exhibit 4. No exterior sign visible from the exterior of the Building shall be
permitted. Lessee further agrees to maintain such sign, lettering or other thing
as may be approved by Lessor in good condition and repair at all times and to
remove the same at the end of the term of this Lease as and if requested by
Lessor. Upon removal thereof, Lessee agrees to repair any damage to the Premises
caused by such installation and/or removal.
8. PARKING, COMMON AREAS AND BUILDING SECURITY. In addition to Premises,
Lessee shall have the right to non-exclusive use, in common with Lessor, other
Lessees, and the guests, employees and invitees of same of (a) automobile
parking areas, driveways and footways, and (b) such loading facilities, freight
elevators and other facilities as may be designated from time to time by Lessor,
subject to the terms and conditions of this Lease and to reasonable rules and
regulations for the use thereof as prescribed from time to time by Lessor. The
parking area shall be provided with adequate lighting and shall be maintained in
good condition by Lessor; provided that Lessor shall have the right at any time
and from time to time to change or modify the design and layout of the parking
area(s).
The Common Areas shall be subject to the exclusive control and
management of Lessor and Lessor shall have the right to establish, modify and
change and enforce from time to time rules and regulations with respect to the
Common Areas so long as such rules are not discriminatory against Lessee; and
Lessee agrees to abide by and conform with such rules and regulations.
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Lessee agrees that it and its officers and employees will park their
automobiles only in such areas as Lessor may from time to time designate. Lessee
agrees that it will, within five (5) days after written request therefore by
Lessor, furnish to Lessor the state automobile license numbers assigned to its
cars and the cars of all of its employees. Lessee shall not park any truck or
delivery vehicle in the parking areas, nor permit deliveries at any place other
than as designated by Lessor.
Neither the parking area nor any Common Area in the Building shall
be used by Lessee, its successors and assigns, or any agent, employee, invitee,
licensee, or customer of Lessee, for any advertising, political campaigning or
other similar use, including without limitation, the dissemination of
advertising or campaign leaflets or flyers.
Lessor expressly reserves the right at any time during the term of
this Lease to impose a charge for parking and/or a validation system for the
parking of cars in the areas reserved for Bank parking. Lessor further reserves
the right to charge for covered parking which may be available in the garage of
the Building. Notwithstanding anything contained herein to the contrary, Lessee
shall be granted the use of four (4) covered reserved parking spaces during the
term of this Lease at no charge.
In the event Lessor deems it necessary to prevent the acquisition of
public rights in and to the Building, Lessor may from time to time temporarily
close portions of the Common Areas, and may erect private boundary markers or
take such steps as deemed appropriate for that purpose. Such action shall not
constitute or be considered an eviction or disturbance of Lessee's quiet
possession of the Premises.
9. REPAIRS, MAINTENANCE, SURRENDER AND OPERATIONAL COSTS. Lessor shall not
be called upon and shall have no obligation to make any repairs, improvements or
alterations whatsoever to the Premises except as hereinafter specified. During
the term of this Lease, Lessor shall maintain the exterior walls in good repair,
and shall keep the roof the Building water tight, and Lessor shall provide
maintenance, a tenant directory located on the first (1st) floor of the
Building, trash removal and daily custodial services to the Common Areas within
the Building and site as needed to keep the Building in a "clean and neat"
condition. Lessor shall not be liable for or required to make any repairs, or
perform any maintenance, to or upon the Premises which are required by, related
to or which arise out of negligence, fault, misfeasance of and by Lessee, its
employees, agents, invitees, licensees or customers, in which event Lessee shall
be responsible thereof.
Lessee agrees to pay Lessor Lessee's proportionate share of the
Building operating costs and expenses (the "Operating Costs") including, but not
limited to the following:
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A. Utilities which are not separately metered;
B. Trash removal;
C. Pest Control;
D. Casualty and general comprehensive insurance;
E. Landscaping and landscaping maintenance;
F. Water and sewer charges;
G. Elevator service and maintenance;
H. Common Area maintenance;
I. Janitorial service applicable to the Premises and Common
Areas;
J. Electrical and telecommunication systems benefitting the
Common Areas or for the Common benefit of the Building;
K. Real estate taxes and assessments;
L. Security Guard service;
M. Any other reasonable cost whatsoever which Lessor may incur
for maintenance or operation of the Building;
N. Management fee,
and such proportionate share shall be in the same ratio that the total square
footage of the Premises bears to the total square footage of all gross leasable
area within the Building. Notwithstanding anything contained herein to the
contrary, Lessee's proportionate share of Operating Costs shall not exceed $5.25
per rentable square foot during the first year of the Lease. Thereafter, with
the exception of Taxes, Insurance and Utilities, Lessee's prorata share of
Operating Costs shall not aggregately increase yearly, as a percentage, more
than five percent (5%) over the actual costs in the previous year.
Lessor shall furnish to Lessee on or before January 1st of each year
an annual budget itemizing all estimated Operating Costs for such year including
a statement of Lessee's prorata share of such costs and expenses. Thereafter
Lessee shall pay to Lessor with each monthly installment of Base Rent (as it may
be adjusted) additional rent equal to one-twelfth (1/12) of Lessee's annual
prorata share of the estimated Operating Costs based upon the budget for that
year. Lessee's prorata share of the actual annual Operating Costs shall be
adjusted upward or downward, on an annual basis within ninety (90) days
following January 1st of each year, or as soon as practical thereafter, said
adjustment, if any, to be paid by Lessee to Lessor, or credited by Lessor to
Lessee, as the case may be, with the next payment of Base Rent due (as it may be
adjusted).
Except as provided above for Lessor to maintain, Lessee shall
service, keep and maintain the interior of the Premises, including all exposed
plumbing and fixtures and equipment on the interior of the Premises as well as
the air conditioner, in good and substantial repair during the entire term of
this Lease, but such agreement of Lessee shall not apply to any damage caused by
fire or other casualty which is covered by standard fire and extended coverage
insurance. Lessee agrees to make repairs promptly as they may be
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needed at its own expense, and at the end of the term or upon termination of
this Lease, Lessee shall deliver the Premises in good condition and repair,
reasonable wear and tear excepted, and in a broom-clean condition with all
glass, keys, hardware, and all windows and doors intact except for damage to
such glass by fire or other casualty beyond the control of Lessee. At all times
during this Lease, Lessee shall have a maintenance contract for the care and
repair of air conditioning equipment with a contractor approved by Lessor and
Lessee shall provide Lessor with a current copy of aforesaid maintenance
contract. Such contract will provide for preventive maintenance to be performed
at least quarterly. Provided the Lessee keeps aforementioned air conditioning
contract in effect, Lessee shall not be responsible for repairs to air
conditioning units within the demised premises unless caused by negligence of
Lessee. Lessee agrees to provide chair pads to be placed under all appropriate
furniture and to steam clean the carpeting on an annual basis and upon move out
or termination of the lease.
Lessor shall not be liable for any loss or damage to Lessee's
personal property in the Premises even though caused by the negligence of the
Lessor, or its agents, employees or persons under Lessor's control or direction
as and to the extent that such loss is covered by an insurance policy carried by
and for the benefit of the Lessee, and the Lessee shall not be liable for any
loss or damage to the Demised Premises or Building in which the same is located
even though caused by the negligence of the Lessee, its agents, employees or
persons under its control or direction as and to the extent that such loss is
covered by insurance carried by or for the benefit of the Lessor; provided that
the right of either party to collect under their insurance policies is not
affected hereby.
10. UTILITIES. Lessee shall pay all costs and expenses for electricity,
heating and cooling, and any and all other utilities separately metered or as
apportioned as provided in the above Article ("Repairs, Maintenance ...")
herein, furnished to or used in connection with the Premises for any purpose
whatsoever during the term of this Lease, promptly as each cost or expense shall
become due and payable. Lessee shall be responsible, at its own expense, for the
replacement of all electric light bulbs, tubes or ballasts serving the Premises.
11. ALTERATION TO THE PREMISES AND REMOVAL OF EQUIPMENT. Lessee shall not
make any alteration or addition to the Premises without first obtaining the
expressed prior written consent of Lessor. Upon expiration and termination of
this Lease, all installations, fixtures, improvements and alterations made or
installed by Lessee, including electric lighting fixtures made by Lessee, and
all repairs, improvements, replacements and alterations to the Premises made by
Lessee, shall remain a part of the Premises as the property of Lessor, except
for trade fixtures.
12. LIENS. Lessee agrees that it will make full and prompt payment of all
sums necessary to pay for the cost of repairs, alterations, improvements,
changes or other work
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done by Lessee to the Premises and further agrees to indemnify and hold harmless
Lessor from and against any and all such costs and liabilities incurred by
Lessee, and against any and all mechanic's, materialmen's or laborer's liens
arising out of or from such work or the cost thereof which may be asserted,
claimed or charged against the Premises or the Building or site on which it is
located.
Notwithstanding anything to the contrary in this Lease, the interest
of Lessor in the Premises shall not be subject to liens for improvements made by
or for Lessee, whether or not the same shall be made or done in accordance with
an agreement between Lessor and Lessee, and it is specifically understood and
agreed that in no event shall Lessor or the interest of Lessor in the Premises
be liable for or subjected to any mechanic's, materialmen's or laborer's liens
for improvements or work made by or for Lessee; and this Lease specifically
prohibits the subjecting of Lessor's interest in the Premises to any mechanic's,
materialmen's or laborer's liens for improvements made by Lessee or for which
Lessee is responsible for payment under the terms of this Agreement. All persons
dealing with Lessee are hereby placed upon notice of this provision. In the
event any notice or claim of lien shall be asserted of record against the
interest of Lessor in the Premises or Building or the site on which it is
located on account of or growing out of any improvement or work done by or for
Lessee, or any person claiming by, through or under Lessee, or for improvements
or work the cost of which is the responsibility of Lessee, Lessee agrees to have
such notice of lien cancelled and discharged of record as a claim against the
interest of Lessor in the Premises or the Building or the site on which it is
located (either by payment or bond as permitted by Law) within ten (10) days
after notice to Lessee by Lessor, and in the event Lessee shall fail to do so,
Lessee shall be considered in default under this Lease.
13. CASUALTY. In the event the Premises are rendered untenantable by fire
or other casualty, Lessor shall have the option of terminating this Lease or
rebuilding the Premises and in such event written notice of the election by
Lessor shall be given to Lessee within 30 days (30) days after the occurrence of
such casualty. In the event that Lessor elects to rebuild the Premises, the
Premises shall be restored to its former condition prior to tenant improvement
work whether or not such improvement work may have been performed by Lessor
within two hundred seventy (270) days of the date of election of Lessor to
rebuild Premises. In the event that Lessor elects to terminate this Lease, the
rent shall be paid to and adjusted as of the date of such casualty, and the term
of this Lease shall then expire and this Lease shall be of no further force or
effect and Lessor shall be entitled to sole possession of the Premises.
14. CONDUCT OF BUSINESS. Lessee agrees to open the Premises for business
on the Commencement Date and thereafter, throughout the term of this Lease,
continuously to use all of the Premises for the purpose or purposes stated in
this Lease, diligently carrying on therein Lessee's business undertaking. Lessee
shall keep all of the
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Premises opened and available for business activity during normal business hours
except when prevented by strike, fire, casualty or other causes beyond Lessee's
reasonable control.
15. INSPECTION AND REPAIR. Lessor or its representatives shall have the
right at any reasonable time, except in the case of emergency, to enter upon the
Premises for the purpose of inspection or for the purpose of making or causing
to be made any repairs or otherwise to protect its interest, but the right of
Lessor to enter, repair or do anything else to protect its interest, or the
exercise or failure to exercise said right shall in no way diminish Lessee's
obligations or enlarge Lessor's obligations under this Lease, or affect any
right of Lessor, or create any duty or liability by Lessor to Lessee or any
third party. Lessor shall have the right to show the Premises to a prospective
tenant at any time subsequent to the one hundred eightieth (180th) day before
the expiration or termination of this Lease.
16. INSURANCE. Lessor shall not be liable for injury caused to any person
or property by reason of the failure of Lessee to perform any of its covenants
or agreements hereunder, nor for such damages or injury caused by reason of any
defect in the Premises now or in the future existing, or for any damages or
injury caused by reason of any present or future defect in the plumbing, wiring
or piping of the Premises or plumbing leaks or other consequences of such
defects or system failure. Lessee agrees to indemnify and hold harmless Lessor
from and against any and all loss, damage, claim, demand, liability or expense
by reason of any damages or injury to persons (including loss of life) or
property which may arise or be claimed to have arisen as a result of or in
connection with the occupancy or use of the Premises by Lessee. Lessee shall, at
its expense, provide and maintain in force during the entire term of this Lease,
and any extension or renewal hereof, public liability insurance with limits of
coverage not less than One Million and No/100 Dollars ($1,000,000.00) for any
property damage or loss from any one (1) accident, and not less than One Million
and No/100 Dollars ($1,000,000.00) for injury to any one (1) person from any one
(1) accident, applicable to the Premises. Each policy of insurance shall name as
the insured thereunder Lessor and Lessee. Each such liability insurance policy
shall be of the type commonly known as owner's, landlord's and tenant's
insurance and shall be obtained from a company satisfactory to Lessor. The
original of each such policy of insurance or certified duplicates thereof issued
by the insurance or insuring organization shall be delivered by Lessee to Lessor
on or before ten (10) days prior to occupancy of the Premises by Lessee,
providing for thirty (30) days notice of cancellation to Lessor.
Lessor shall maintain throughout the term of this Lease, casualty
insurance and general comprehensive insurance for the Building and Common Areas.
Lessee shall maintain at its sole cost and expense any and all insurance
covering contents, trade fixtures and tenant improvement, work which may have
been performed by Lessee.
17. WAIVER. The failure of Lessor to insist, in any one or more instances,
upon
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strict performance of any covenants or agreements of this Lease, or exercise any
option of Lessor herein contained, shall not be construed as a waiver or
relinquishment for the future enforcement of such covenant, agreement or option,
but the same shall continue and remain in full force and effect. Receipt of rent
by Lessor, with knowledge of the breach of any covenant, or agreement hereof,
shall not be deemed a waiver of such breach, and no waiver by Lessor of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by Lessor.
18. CONDEMNATION. Lessor reserves unto itself, and Lessee assigns to
Lessor, all right to damages accruing on account of any taking or condemnation
of any part of the Premises, or by reasons of any act of any public or
quasi-public authority for which damages are payable. Lessee agrees to execute
such instruments of assignment as may be required by Lessor, to join with Lessor
in any petition for the recovery of damages, if requested by Lessor, and to turn
over to Lessor any such damages that may be recovered in any such proceeding.
Lessor does not reserve to itself, and Lessee does not assign to Lessor, any
damages payable for trade fixtures installed by Lessee at its cost and expense
and which are not part of the realty.
19. DEFAULT. In the event Lessee shall fail (a) to make any rental or
other payment due hereunder within five (5) days after the same shall become
due, or (b) abandons the Premises during the term hereof, or (c) breaches or
fails to perform any of the agreements herein, and shall fail to cure such
agreements within ten (10) days after written notice from Lessor, then Lessor,
in any such event(s), shall have the option to:
1. Xxx for rents as they may become due;
2. Terminate this Lease, resume possession of the Premises for
its own account and recover immediately from Lessee the
difference between the rent for which provision is made in
this Lease and fair rental value of the Premises for the
remainder of the lease term, together with any other damage
occasioned by or resulting from the abandonment or a breach or
default other than a default in the payment of rent; or
3. Resume possession and re-lease and re-rent the Premises for
the remainder of the lease term for the account of Lessee and
recover from Lessee, at the end of the lease term or at the
time each payment of rent becomes due under this Lease, as the
Lessor may elect, the difference between the rent for which
provisions are made in this Lease and the rent received on the
re-leasing or re-renting, together with all costs and expenses
of Lessor in connection with such re- leasing or re-renting
and the collection of rent and the cost of all repairs or
renovations reasonably necessary in connection with the re-
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leasing or re-renting, and if this option is exercised, Lessor
shall, in addition, be entitled to recover from Lessee
immediately any other damages occasioned by or resulting from
the abandonment or a breach or default other than a default in
the payment of rent.
4. Upon the happening of any one or more of the aforementioned
defaults, Landlord may elect to declare the entire rent for
the balance of the term of the Lease, or any part thereof, due
and payable forthwith without regard to whether or not
possession shall have been surrendered to or taken by
Landlord, and to bring an action for the recovery thereof.
The remedies for which provision is made in this Article shall not
be exclusive and in addition thereto Lessor may pursue such other remedies as
are provided by law in the event of any breach, default or abandonment by
Lessee. In any event, and irrespective of any option exercised by Lessor, Lessee
agrees to pay and the Lessor shall be entitled to recover all costs and expenses
incurred by Lessor, including reasonable attorneys' fees and appellate
attorney's fees, in connection with collection of rent or damages or enforcing
other rights of Lessor in the event of a breach or default or abandonment by
Lessee, irrespective of whether or not Lessor elects to terminate this Lease by
reason of such a breach, default or abandonment. Lessee waives any right to
trial by jury on any issue which may be litigated herein.
Any and all sums due under this Lease from Lessee to Lessor and not
paid on the due date shall bear interest from the due date at the maximum rate
allowed by law until fully paid.
20. SUBORDINATION. This Lease is subject and subordinate to any mortgages,
deeds of trust, deeds to secure debt, ground rents and to all renewals,
modifications, consolidations, replacements and extensions of any of the
foregoing or of substitutions therefor or any other forms or methods of
financing or refinancing which may now or hereafter affect the real property or
leasehold estates of which the demised Premises form a part whether now in use
or not and any instruments executed for said purposes or hereafter executed by
the owners of the fee or leasehold, if Lessor is not the owner of the fee.
Lessee agrees upon demand to execute, acknowledge and deliver to the owners of
the fee or leasehold estate, without expense to them, any instruments that may
be necessary or proper to confirm this subordination of this Lease and of all of
the rights herein contained to the lien or liens created by any such
instruments. If the Lessee shall fail at any time to execute and deliver any
such subordination instruments upon request, the mortgagors in any such new
mortgage or mortgages or the obligators in any form of refinancing as provided
above, in addition to any other remedies available to them in consequences of
said default may execute, acknowledge and deliver such subordination
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instruments as the attorney-in-fact of the Lessee and in the Lessee's name,
place and stead; said Lessee hereby makes, constitutes and irrevocably appoints
said mortgagors or obligators as attorney-in-fact for that purpose.
21. PROOF OF LEASE. Lessee agrees that at any time and from time to time
upon ten (10) days prior written request by Lessor, it will execute, acknowledge
and deliver to the Lessor a statement in writing stating that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
stating the modifications, and that the Lease as so modified is in full force
and effect), and the dates to which the rent and other charges have been paid,
it being intended that any such statements delivered pursuant to this Article
may be relied upon by any prospective purchaser of or any prospective holder of
a mortgage or a deed of trust upon or any interest in the fee or any leasehold
or by the mortgagee, beneficiary or grantee of any security or interest, or any
assignee of any thereof or under any mortgage, deed of trust or conveyance for
security purposes now or hereafter done or made with respect to the fee of or
any leasehold interest in the demised premises.
It is hereby understood and agreed that if Lessee shall fail to
furnish the statement required to be furnished, as hereinabove provided, within
ten (10) days after request therefor by Lessor, then such failure on the part of
the Lessee shall constitute an acknowledgement by Lessee that the Lease (as
modified, if same has been modified) Is in full force and effect and that there
have been no prepayments of rent by Lessee. Should Lessor so elect, it shall be
deemed to be Lessee's attorney-in-fact for the purpose of executing any such
statement if same has not been furnished by Lessee within said ten (10) day
period.
22. DEPOSIT AND ADVANCES. Any funds paid by Lessee to Lessor as a deposit
or advance pursuant to the terms of this Lease, or any exhibit, addendum or
modification hereto, may be commingled with other funds of Lessor and need not
be placed in trust, deposited in escrow or otherwise held in a segregated
account. In addition, if any sum or sums of money shall become payable by Lessee
to Lessor pursuant to the terms of this Lease, or any exhibit, addendum or
modification hereto, or by any law, ordinance or regulation affecting this
Lease, Lessor shall have the right to apply any deposits or advances theretofore
made by Lessee against such sums due by Lessee to Lessor. Deposits shall not
accrue interest.
23. SECURITY DEPOSIT. Lessee has deposited with Lessor and Lessor hereby
acknowledges receipt of the sum of $ 2.112.16 which shall be held by Lessor as
security for the faithful performance by Lessee of all the terms of this Lease
by Lessee to be observed and performed. Said deposit shall not be mortgaged,
assigned, transferred or encumbered by Lessee without the express prior written
consent of Lessor and any such act on the part of Lessee shall be without force
and effect and shall not be binding upon Lessor. Said
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security deposit shall not accrue interest. If any of the rents herein reserved
or any other sum payable by Lessee to Lessor hereunder shall be overdue or
unpaid, or should Lessor make payments on behalf of Lessee, or if Lessee shall
fail to perform any of the terms of this Lease, the Lessor, at its option and
without prejudice to any other remedy which Lessor may have on account thereof,
may appropriate and apply said entire deposit, or so much thereof as may be
necessary to compensate Lessor, toward the payment of any rent or additional sum
due hereunder or to any loss or damage sustained by Lessor due to such breach on
the part of Lessee; and Lessee shall forthwith upon demand restore said security
deposit to the original sum deposited. Should Lessee comply with all of the
terms and promptly pay all of the rentals and all other sums payable by Lessee
to Lessor as they become due, said deposit shall be returned in full to Lessee
at the end of the lease term. In the event of bankruptcy or other creditor debt
proceedings against Lessee, the security deposit shall be deemed to be first
applied to the payment of rent and other charges due Lessor for all periods
prior to the filing of such proceedings.
24. PREPAID RENTS. Lessee has deposited with Lessor and Lessor
acknowledges receipt of the sum of $N/A which shall be held by Lessor, without
accrual of interest, as prepaid rent on account of N/A of this Lease. If any of
the rents herein reserved or any other sum payable from Lessee to Lessor
hereunder shall be overdue or unpaid, or should Lessor make payments on behalf
of Lessee, or if Lessee shall fail to perform any of the terms of this Lease,
then Lessor, at its option and without prejudice to any other remedy which
Lessor may have on account thereof, may appropriate and apply said entire
amount, or so much thereof as may be necessary to compensate Lessor, toward the
payment of any rent or additional sum due hereunder or to any loss or damage
sustained by Lessor due to such breach on the part of Lessee; and Lessee shall
forthwith upon demand restore said rents to the original sum deposited.
25. NOTICES. All notices required or contemplated by this Lease shall be
in writing and shall be delivered in person or by United States Certified Mail,
Return Receipt Requested, addressed to the party to whom such notice is directed
at the addresses set forth in the first paragraph of this Lease. By giving at
least two (2) days prior written notice to the other party, either party may
change its address for notices hereunder.
26. BUILDING HOURS. The Building shall be open for regular business from
7:00 A.M. to 8:00 P.M., Monday through Friday, and from 10:00 A.M. to 2:00 P.M.
on Saturdays. Individual Lessee access shall be accommodated by the Building
security system at all other times. Individually metered electrical controls and
air conditioning will provide Lessee with utilization when the Building is not
open for regular business as specified elsewhere in this Lease.
27. BROKERAGE. Lessee acknowledges that it has not dealt, consulted or
negotiated with any real estate broker, sales person or agent other than Arvida
Realty Sales,
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Inc. and Lessee hereby agrees to indemnify and hold harmless Lessor from and
against any and all loss and liability resulting from or arising out of any
claim that Lessee has dealt or negotiated with any real estate broker, sales
person or agent other than said Arvida Realty Sales, Inc. in connection with the
transaction which is the subject of this Lease.
28. ENERGY CRITERIA. Lessee acknowledges that the Building is constructed
as an energy efficient structure; therefore, all tenant improvements must meet
minimum standards of ASHRA-0975, effective as of the date of this Lease, as
adopted by Palm Beach County, Florida, and as may from time to time be amended.
All energy consumption must meet the following criteria:
A. Lighting fixtures, including ballast losses, at two hundred sixty
five (265) volts may not exceed three (3) xxxxx per square foot; and
B. Total demand xxxxx at one hundred twenty (120) volts, including
receptacles, incandescent and other lighting and other equipment shall not
exceed one (1) watt per square foot (office building requirement per National
Electrical Code).
29. 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 gas 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.
30. ENTIRE AGREEMENT. Lessee agrees that Lessor has not made any
statement, promise, or agreement or taken upon itself any engagement whatsoever,
verbally or in writing, in conflict with the terms of this Lease, or in which
any way modifies, varies, alters, enlarges or invalidates any of its provisions.
This Lease sets forth the entire understanding between Lessor and Lessee, and
shall not be changed, modified or amended except by an instrument in writing
signed by the party against whom the enforcement of any such change,
modification or amendment is sought. The covenants and agreements herein
contained shall bind, and the benefit and advantages hereof shall inure to the
respective heirs, legal representatives, successors and assigns of Lessor and
Lessee, Whenever used, the singular number shall include the plural and the
plural shall include the singular and the use of any gender shall include all
genders. The headings set forth in
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this Lease are for ease of reference only shall not be interpreted to modify or
limit the provisions hereof. This Lease shall be construed in accordance with
the laws of the State of Florida.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be
executed as required by law on this 28 day of October, 1991.
Witnesses: MASS MUTUAL LIFE INSURANCE CO.
___________________________ By:______________________________________
___________________________ Date:____________________________________
EXPRESS FINANCIAL CORPORATION
___________________________ By:______________________________________
___________________________ Date:____________________________________
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