Exhibit 10.2
LEASE
THIS LEASE, made as of this 12th day of March 1997, by and between PINELLAS
BAY VISTA PARTNERS, LTD., hereafter called Lessor, and TECHFORCE CORPORATION,
hereafter called Lessee.
WITNESSETH
ARTICLE 1 - GRANT AND TERM
1.01 DEMISED PREMISES:
In consideration of the rents, covenants and agreements herein set forth,
Lessor hereby leases to Lessee and Lessee hereby rents from Lessor those certain
premises, hereafter called Demised Premises, containing approximately 30,000
rentable square feet of space, addressed as 0000 XXX XXXXX XXXXX, XXXXXXXXXX,
XXXXXXX 00000. The actual amount of rentable space in the Leased Premises shall
be based on the final construction documents to be approved by Lessor and
Lessee.
1.02 ENTIRE PREMISES:
The building or buildings and common areas of the center are hereinafter
called the entire premises.
1.03 USE OF COMMON AREAS:
In addition to the Demised Premises, Lessee shall have access to
hereinafter defined Common Areas subject to this lease and to reasonable rules
and regulations for use thereof as prescribed from time to time by Lessor.
1.04 QUIET ENJOYMENT:
Lessee shall have the right to quiet enjoyment of the Demised Premises,
subject to the terms, conditions, and covenants of this lease.
1.05 COMMENCEMENT:
a. The Lease terms and Lessee's obligation to pay rent shall commence on
the 1st day of February, 1998, or the date Lessee opens for business, whichever
is earlier. Lessee agrees to pay $35,042.50 upon signing this Lease to cover
the first month's rent per Article 2 and security deposit per Article 4.01.
Additional Sales
Base Rent Rent Tax TOTAL
First month $25,875.00 $6,875.00 $2,292.50 $35,042.50
Sec. deposit* $0.00 $0.00 $0.00 $0.00
TOTAL $35,042.50
*No additional security deposit is required.
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In the event the size of the Demised Premises changes pursuant to Article
1.01, Lessee shall promptly pay Lessor any shortfall and Lessor shall credit any
overage against Lessee's next due base rent and additional rent.
b. Simultaneously with the Commencement of the Lease per Article 1.05 b., or
upon Lessee vacating 00000 Xxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (the
"Existing Premises"), whichever is later, Lessor shall terminate its lease with
Lessee for the Existing Premises.
1.06 TERM:
The term shall be for a period of five (5) years, as hereinafter defined,
plus the part of a month, if any, from the date of commencement of the term to
the first day of the first full calendar month of the term.
1.07 RENEWAL OF TERM:
Upon 180 days prior written notice to Lessor, Lessee shall have two options
to renew the Lease for a period of five years each at 95 per cent of the then
prevailing market rates, escalating annually thereafter based on the increase in
the Consumer Price Index (CPI). Lessor shall provide an improvement allowance
of $3.00 per r.s.f. at the time of each such renewal.
1.08 EARLY TERMINATION:
Lessee shall have a one-time right to terminate its Lease on up to 10,000
square feet of the Demised Premises after the first three years of the term.
This right shall be subject to (a) Lessor receiving 180 days prior written
notice, (b) Lessor receiving a payment equal to (i) the unamortized costs of
tenant improvements and real estate commissions incurred by Lessor with respect
to this terminated space, and (ii) a penalty of six (6) month's rent and
operating expenses at the then current rates otherwise due for this terminated
space, (c) Lessee not having executed a lease for any other office space in the
Tampa Bay area (Hillsborough, Pinellas, Pasco, Hernando, Manatee and Sarasota
Counties) within 12 months prior to and/or subsequent to giving the 180 day
prior written notice of early termination, and (d) Lessee's reported gross
revenues for the fiscal year in which the written termination notice is given
not exceeding 200% of Lessee's gross revenues reported in fiscal year 1997,
except that this provision (d) shall not apply if Lessee has completed a
business combination with another company that creates a need for Lessee to
reduce its workforce in the Tampa Bay area.
1.09 RIGHT OF FIRST REFUSAL:
Lessor shall provide Lessee with a continuing right of first refusal on
any vacant space in the buildings during the initial term of the lease. This
right shall be subject to the prior rights granted by Lessor in writing prior to
the date of this Lease of any other tenants of the buildings. Lessee shall have
three days to accept in writing the terms of any bona fide proposal made by
Lessor to a third party for the lease of space in the buildings. Lessor shall
keep Lessee informed of the status of proposals to lease space to other tenants,
including revisions to previously provided proposals. If Lessor fails to send
Lessee any initial proposal and said proposal is accepted by a third party,
Lessee shall have ten (10) days to accept or reject such proposal after receipt
of same from Lessor.
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1.10 EXPANSION OPTION:
Lessee shall have a continuing option to expand into any vacant space in
the buildings during the initial term of the lease. This right shall be subject
to the prior rights of any other tenants of the buildings. To exercise this
right, Lessee shall provide Lessor 120 days prior written notice of the
contemplated commencement date of the lease for the expansion premises. Lessor
shall provide Lessee the expansion premises on the same terms and conditions
described in this Lease with respect to the initial premises, except that the
tenant improvement allowance described in Exhibit D shall be prorated based on
the number of months remaining in the term as of the contemplated commencement
date of the lease with respect to the expansion premises. The Base Rent and
Additional Rent due for the expansion premises shall be at the same rates as
then in effect for the initial premises, and subject to the adjustments
described in Article 2.
ARTICLE 2 - RENT
2.01 BASE RENT:
Lessee agrees to pay to Lessor as base rent for the Demised Premises the
sums shown below per month, plus all applicable sales tax.
YEAR MONTHLY BASE RENT
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1 $25,875.00
2 $26,400.00
3 $26,925.00
4 $27,450.00
5 $28,000.00
Rent shall be due and payable on the first day of each calendar month without
any demand or set off or deduction whatsoever (except as herein provided), at
the office of the Lessor designated for notices. If the term shall commence
upon a day other than the first day of a calendar month, then the rent is
payable in advance for such fraction of a month until the beginning of the first
full calendar month of the term, prorated on a daily basis.
The covenants of Lessee to pay the Base Rent and the Additional Rent are
each independent of any other covenant, condition, provision or agreement
contained in this Lease. All rents are payable to Pinellas Bay Vista Partners,
Ltd.:
% Xxxxxx Enterprises of Tampa, Inc.
00000 Xxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
2.02 ADDITIONAL RENT:
Lessee is required hereunder to pay to Lessor, in each year during the term
of this Lease and any extension or renewal thereof, its proportionate share of
(a) such real estate taxes and assessments paid in the first instance by Lessor,
and (b) the annual aggregate operating expenses incurred by Lessor in the
operation, maintenance and repair of the Demised Premises and the buildings.
Lessee's proportionate share shall be the rentable square feet in the Demised
Premises divided by the total rentable square feet in the buildings, or
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36.145 percent (30,000 r.s.f. divided by 83,000 r.s.f.), or such revised share
as may result if the actual amount of rentable space is recalculated pursuant to
Article 1.01.
a. Any tax year commencing during any lease year shall be deemed to correspond
to such lease year. A copy of the tax statement submitted by Lessor to Lessee
shall be sufficient evidence of the amount of taxes and assessments assessed or
levied against the Premises of which the Demised Premises are a part, as well as
the items taxed.
b. The term "Operating Expenses" shall include but not be limited to water and
sewer, trash collection, maintenance, repair of plumbing, roofs, parking and
landscaped areas, signs, insurance premiums, property owners' association
assessments, management fees, and wages and fringe benefits of personnel
employed for such work. Expenses that are excluded from the definition of
Operating Expenses are: refinancing costs; management fees in excess of five
percent (5%) of the gross rental; administrative salaries above building
manager; advertising, promotional costs and brokerage fees; repairs or
improvements required to bring the property in compliance with federal, state,
or local codes, acts, or ordinances in effect prior to the lease commencement
date; income, franchise, and inheritance taxes; repairs of any latent defects;
the cost of any environmental remediation not resulting from Lessee's operations
at the Demised Premises.
c. The payment of the sums set forth in this Article 2.02 shall be in addition
to the Base Rent payable pursuant to Article 2.01 of this Lease. All sums due
hereunder shall be due and payable within thirty (30) days of delivery of
written certification by Lessor setting forth the computation of the amount due
from Lessee. In the event the lease term shall begin or expire at any time
during the lease calendar year, the Lessee shall be responsible for his pro rata
share of Additional Rent under subdivisions a. and b. during the Lease and/or
occupancy time.
d. Prior to commencement of this Lease, and prior to the commencement of each
calendar year thereafter during the term of this Lease or any renewal or
extension thereof, Lessor may estimate for each calendar year (i) the total
amount of Real Estate Taxes; (ii) the total amount of Operating Expenses; (iii)
Lessee's share of Real Estate Taxes for such calendar year; (iv) Lessee's share
of Operating Expenses for such calendar year; and (v) the computation of the
annual and monthly additional rental payable during such calendar year as a
result of increases or decreases in Lessee's share of Real Estate Taxes, and
Operating Expenses. Said estimates will be in writing and will be delivered or
mailed to Lessee at the Premises or other address per Article 17.02. Any
estimate shall consist of an itemized budget, and Lessor shall provide
reasonable documentation to support actual changes upon receipt of a written
request from Lessee.
e. The amount of Lessee's share of Real Estate Taxes, and Operating Expenses
for each calendar year, so estimated, shall be payable as Additional Rent, in
equal monthly installments, in advance, on the first day of each month.
f. Upon completion of each calendar year during the term of this Lease or any
renewal or extension thereof, Lessor shall cause a determination to be made of
the actual amount of the Real Estate Taxes, and Operating Expenses payable in
such calendar year and Lessee's share thereof and deliver a written
certification of the amounts thereof to Lessee. If Lessee has underpaid its
share of Real Estate Taxes, or Operating Expenses for such calendar year, Lessee
shall pay the balance of its share of same within ten (10) days after the
receipt of such statement. If Lessee has overpaid its share of Real Estate
Taxes, or Operating Expenses for such calendar year, Lessor shall either (i)
refund such excess, or (ii) credit such excess against the most current monthly
installments or installments due Lessor for its estimate of Lessee's share of
Real
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Estate Taxes, and Operating Expenses for the next following calendar year. A pro
rata adjustment shall be made for a fractional calendar year.
2.03 PAST - DUE RENT:
If the Lessee shall fail to pay within five (5) days after the same is due
and payable any rent, additional rent, or any other amounts or charges provided
for in this Lease, there shall become due and payable a late fee on the sixth
day of the month equal to 5% of the total rent due, and Lessee shall be charged
interest at the maximum rate permitted by law for each day thereafter that the
rent, additional rent, or any other amounts or charges are not paid. The Lessor
reserves the right to refuse late payments of rent, additional rent, or any
other amount or charges offered after the expiration of the Lessor's notice and
demand. The late charges are imposed to reimburse the Lessor for additional
costs in handling delinquent payments. Lessee will also be required to pay a
$30.00 fee on any check written to Lessor by Lessee which is returned non-
sufficient funds or similar wording.
2.04 INCREASES IN BASE RENT:
Starting twelve (12) months from the Commencement Date and every twelve
(12) months thereafter for the term of this Lease, the Base Rent for the
following twelve (12) months shall be that shown in Article 2.01 adjusted
according to the annual change in the Consumer Price Index (CPI) for all Urban
Consumers from the Bureau of Labor Statistics, (1982-1984-100). The "Base
Month" for such comparison shall be the month and the year of the Commencement
Date and the "Comparison Month" shall be the month and year of each subsequent
twelve month anniversary of the Commencement Date. The Base Rent shall be
adjusted by an amount in dollars proportionate to the change in the Index figure
from that of the Base Month to the Comparison Month, with a minimum CPI increase
of two and three-quarters percent (2.75%) and a maximum CPI increase of three
and one-quarter percent (3.25%). When notified of the amount of increase,
Lessee will pay the amount of increase retroactive to the effective date.
ARTICLE 3 - CONDUCT OF BUSINESS BY LESSEE
3.01 USE OF PREMISES:
The Demised Premises shall be used by Lessee solely for general office and
warehouse and support center purposes. Lessee shall not suffer nor permit any
part of the Demised Premises to be used for any other business or purpose, or by
any other person, without the prior written consent of Lessor, such consent not
to be unreasonably withheld.
3.02 GOVERNMENTAL REGULATION:
Lessee, at its expense, shall comply with all federal, state, and local
laws, ordinances, orders, rules, regulations, agreements and covenants
pertaining to any of the entire Demised Premises.
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3.03 WASTE OR NUISANCE:
Lessee shall not commit nor suffer to be committed by its employees, agents
and invitees any waste upon the Demised Premises or the entire premises nor any
nuisance or other act or thing which may disturb the quiet enjoyment of any
other tenant of the building.
ARTICLE 4 - SECURITY AND DAMAGE DEPOSIT
4.01 Lessee, in connection with its lease of the Existing Premises, has
deposited with Lessor the sum of thirteen thousand, eighty and 00/100 dollars
($13,080.00), receipt of which is acknowledged hereby by Lessor, which deposit
is to be held by Lessor, without liability for interest, as a security and
damage deposit for the faithful performance by Lessee during the term hereof or
any extension hereof. Prior to the time when Lessee shall be entitled to the
return of this security deposit, Lessor may co-mingle such deposit with Lessor's
own funds and use such security deposit for such purpose as Lessor may
determine. In the event of the failure of Lessee to keep and perform any of the
terms, covenants and conditions of this Lease during the term hereof or any
extension hereof, the Lessor, either with or without terminating this Lease, may
(but shall not be required to) apply such portion of said deposit as may be
necessary to compensate or repay Lessor for all losses or damages sustained or
to be sustained by Lessor due to such breach on the part of Lessee, including,
but not limited to overdue and unpaid rent, any other sum payable by Lessee to
Lessor pursuant to the provisions of this Lease, damages or deficiencies in the
reletting of Demised Premises, and reasonable attorney's fees incurred by
Lessor. Should the entire deposit or any portion thereof, be appropriated and
applied by Lessor in accordance with the provisions of this paragraph, Lessee
upon written demand by Lessor, shall remit forthwith to Lessor a sufficient
amount of cash to restore said security deposit to the original sum deposited,
and Lessee's failure to do so within five (5) days after receipt of such demand
shall constitute a breach of this Lease. Said security deposit shall be
returned to Lessee, less any depletion thereof as the result of the provisions
of this paragraph, at the end of the term of this Lease. Lessee shall have no
right to anticipate return of said deposit by withholding any amount required to
be paid pursuant to the provisions of this Lease or otherwise.
4.02 In the event Lessor shall sell the Premises, or shall otherwise
convey or dispose of its interest in this Lease, Lessor may assign said security
deposit or any balance thereof to Lessor's assignee, whereupon Lessor shall be
released from all liability for the return or repayment of such security deposit
and Lessee shall look solely to said assignee for the return and repayment of
said security deposit. Said security deposit shall not be assigned or
encumbered by Lessee without the written consent of Lessor, and any assignment
of encumbrance without such consent shall not bind Lessor.
ARTICLE 5 - CONTROL AND USE OF COMMON AREAS
5.01 DESCRIPTION OF COMMON AREAS:
Common Areas are all those areas and facilities including, but not limited
to parking areas, driveways, sidewalks, walkways, landscaped areas, utility and
drainage systems, utility rooms, hallways and improvements provided by the
Lessor for the general use, in common, of tenants, their officers, agents,
employees, customers, or persons having business with Lessee.
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5.02 CONTROL OF COMMON AREAS BY LESSOR:
Common Areas are subject to the exclusive control and management of Lessor,
who shall have the right from time to time to establish, modify, and enforce
reasonable rules and regulations with respect to their use. The Lessor shall
have the right to change the size and uses of Common Areas as the Lessor
desires, provided said change does not adversely affect the use of the Demised
Premises as described in Article 3.01 of this Lease. Lessor agrees to uniformly
enforce all such rules and regulations upon all occupants of the building.
ARTICLE 6 - UTILITIES
6.01 Lessee shall pay for all utilities used at the Demised Premises
except those, if any, included in Article 2.02. Lessor represents that the
utilities are sufficient to service the Demised Premises for the use specified
in Article 3.01 hereof. Lessor shall not be liable for interruption in service
resulting from any act or omission of the Lessor or any other cause whatsoever,
except where caused by the negligence of the Lessor.
6.02 The Lessor will pay for normal water consumption and sewer
charges. All other costs of water and sewer shall be paid for by Lessee.
6.03 Lessor will pay for dumpsters provided for normal use of the
Demised Premises by Lessee for the purposes described in Article 3.01. All
other costs due to excessive or abnormal use of dumpsters shall be paid by
Lessee.
6.04 Lessor will pay for electricity for the Common Areas. Electricity
for the Demised Premises shall be separately metered and Lessee shall be
responsible for paying Florida Power Co. directly for the electricity so
metered.
ARTICLE 7 - MAINTENANCE OF DEMISED PREMISES
7.01 CARE AND REPAIR OF DEMISED PREMISES:
a. Lessor warrants that heating, ventilation, air conditioning, electrical,
plumbing, structural, mechanical, and fire sprinkler equipment will be in safe
working condition and in compliance with all applicable rules, codes and
ordinances, including but not limited to the A.D.A. as of the commencement of
this Lease. Lessor shall be responsible for obtaining warranties on all new
construction and all such warranties shall inure to the benefit of Lessee.
Lessee shall, at all times throughout the term of this Lease, including
renewals, and extensions, and at its sole expense, keep and maintain the Demised
Premises in a clean, safe, sanitary, and first class condition and in compliance
with all applicable laws, codes, ordinances, rules and regulations. Lessee's
obligation hereunder shall include but not be limited to the maintenance, repair
and replacement, if necessary, of heating, air conditioning fixtures, equipment,
and systems. Lessee shall within five (5) days of occupancy, contract with a
licensed HVAC maintenance company to maintain the system in proper working order
and make repairs if necessary. The Lessee agrees to supply a copy of the
Maintenance Agreement to the Lessor and shall at all times during the term of
this Lease keep in full force a HVAC maintenance agreement. Lessee has ten (10)
days from the commencement of this Lease to notify
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Lessor of any defects in the HVAC system. If Lessee does not notify Lessor
within ten (10) days, Lessee is deemed to have accepted the premises in As Is
condition. Not withstanding the above, Lessor shall inspect the HVAC system
prior to Lessee's occupancy of the Premises and Lessor shall warrant the HVAC
system for a period of one (1) year from the scheduled Commencement date. In
addition, Lessee shall maintain, repair and replace, if necessary, all lighting
and plumbing fixtures and equipment, fixtures, motors and machinery, all
interior walls, partitions, doors and windows, including regular painting
thereof, all exterior entrances, windows, doors and the replacement of all
broken glass that are part of the Demised Premises. When used in this provision,
the term "repairs" shall include replacements or renewals when necessary, and
all such repairs made by the Lessee shall be equal in quality and class to the
original work. The Lessee shall keep and maintain all portions of the Demised
Premises and sidewalk and areas adjoining the same in a clean and orderly
condition, free of accumulation of rubbish.
b. If Lessee fails, refuses or neglects to maintain or repair the Demised
Premises as required in this Lease within 30 days (or such longer period as is
reasonably necessary to complete the required work) after notice shall have been
given Lessee, in accordance with Article 17.02 of this Lease, Lessor may make
such repairs without liability to Lessee for any loss or damage that may accrue
to Lessee's merchandise, fixtures or other property or to Lessee's business by
reason thereof, except to the extent caused by Lessor's negligence or willful
misconduct, and upon completion thereof, Lessee shall pay Lessor all reasonable
costs plus 10% for overhead incurred by Lessor in making such repair upon
presentation to Lessee. Lessor shall repair, at its expense, the structural
portions of the building, provided, however, where structural repairs are
required to be made by reason of the acts of Lessee, the costs thereof shall be
borne by Lessee and payable by Lessee to Lessor upon demand.
c. The Lessor shall be responsible for all outside maintenance of the Demised
Premises, including grounds and parking areas. All such maintenance which is
the responsibility of the Lessor shall be provided as reasonably necessary to
the comfortable use and occupancy of the Demised Premises during business hours,
except Saturdays, Sundays and holidays, upon the condition that the Lessor shall
not be liable for damages for failure to do so due to causes beyond its control.
Notwithstanding the foregoing of this subparagraph, all outside maintenance
performed by Lessor shall be deemed "operating expenses" pursuant to Article
2.02 subparagraph x. Xxxxxx shall conduct such maintenance and repairs at such
times and in such manner as will not unreasonably interfere with Lessee's
business or use of the Demised Premises.
7.02 SIGNS (See also Exhibit C)
Lessee may place signage on the building and in compliance with Lessor's
rules and regulations in Exhibit C.
ARTICLE 8 - FIXTURES, ALTERATIONS, REPLACEMENTS
Except as hereinafter provided, Lessee shall not make any alteration,
additions, or improvements in or to the Demised Premises or add, disturb or in
any way change any plumbing or wiring therein without the prior written consent
of the Lessor, which consent shall not be unreasonably withheld or delayed. In
the event alterations are required by any governmental agency by reason of the
use and occupancy of the Demised Premises by Lessee, Lessee shall make such
alterations at its own cost and expense after first obtaining Lessor's approval
of plans and specifications therefore and furnishing such indemnification as
Lessor may reasonably require against liens, costs, damages and expenses arising
out of such alterations.
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Alterations or additions by Lessee must be built in compliance with all laws,
ordinances and governmental regulations affecting the Demised Premises and
Lessee shall warrant to Lessor that all such alterations, additions, or
improvements shall be in strict compliance with all relevant laws, ordinances,
governmental regulations, and insurance requirements. Construction of such
alterations or additions shall commence only upon Lessee obtaining and
exhibiting to Lessor the requisite approvals, licenses and permits and
indemnification against liens. All alterations, installations, physical
additions or improvements to the Demised Premises made by Lessee shall be equal
in quality or better than original installation and shall at once become the
property of Lessor and shall be surrendered to Lessor upon the termination of
this Lease; provided, however, this clause shall not apply to movable equipment
or furniture owned by Lessee which may be removed by Lessee at the end of the
term of this Lease if Lessee is not then in default, nor shall it apply to any
fixtures and improvements installed at Lessee's expense if the removal of such
fixtures and improvements (a) is completed under Lessor's strict supervision
after the plan for removal and restoration has been reviewed and approved by
Lessor in writing, in its reasonable discretion, and (b) the actual removal and
restoration is completed by Lessee in conformance with the plan approved by
Lessor and the premises are then suitable for occupancy and use by another
tenant (i.e. with no holes in partitions, no floor areas without matching carpet
or flooring materials, electrical service and HVAC service to all portions of
the Demised Premises, etc.). Lessee shall have the right to install telephone
and computer cable within the Demised Premises as long as said cabling meets all
rules, codes and ordinances. Consent for Lessee to install HVAC and other
interior equipment shall not be unreasonably withheld by Lessor as long as the
equipment does not place unreasonable loads on any building systems.
ARTICLE 9 - POSSESSION AND LIENS
9.01 POSSESSION:
Except as hereinafter provided, Lessor shall deliver possession of the
Demised Premises to Lessee in the condition required by this Lease on or before
the Commencement Date as defined in Article 1.05 hereof. Any occupancy by
Lessee prior to the beginning of the term shall in all respects be the same as
that of a Lessee under this Lease. Lessor shall have no responsibility or
liability for loss or damage to fixtures, facilities or equipment installed or
left on the Demised Premises.
9.02 LESSEE SHALL DISCHARGE ALL LIENS:
Lessee shall promptly pay all laborers and materialmen working on the
Demised Premises on his account. No laborers or materialmen shall look to the
entire premises or any portion thereof for the purpose of placing a lien thereon
for work done at Lessee's request.
ARTICLE 10 - INSURANCE AND INDEMNITY
a. Real and Personal Property Insurance.
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(1) Lessor's property. Except as noted below, Lessor shall bear all risks
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of loss or physical damage to the building, the Demised Premises and the common
areas of the project which are caused by fire or other casualty, or by any other
cause whatsoever including the negligence of Lessor, its agents, servants,
employees, licensees, invitees or guests; provided, however, that Lessor shall
not be responsible for loss or
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damage to any alterations, additions or fixtures installed by Lessee.
Notwithstanding the foregoing, if any such loss sustained by Lessor is caused by
the negligence of Lessee, its agents, servants, employees, licensees, invitees
or guests, then Lessee shall be liable to Lessor for the amount of the
deductible under Lessor's insurance, up to a maximum of $25,000.
In order to properly insure against the risks described above, during the
term of this lease the following insurance coverage shall be carried and paid
for by Lessor as part of the operating expenses for the project;
(a) Fire and extended coverage insurance covering the building and
Demised Premises against loss or damage by fire and against loss or damage by
other risks now or hereafter embraced by "all-risk coverage," in the amounts
equal to the full replacement cost of the building.
(b) Business interruption insurance against loss of rent or rental
value due to any risk insured above, including extended coverage endorsement, in
an amount not less than 180 days of rental payments due for the building and the
Demised Premises.
(2) Lessee's property. All personal property belonging to Lessee or to
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Lessee's agents, servants, employees, licensees, invitees or guests which is
located in or about the building or the Demised Premises shall be there at the
sole risk of Lessee or such other person. Neither Lessor nor its agents shall
be liable for any damage to either the person or the property of Lessee, or for
the loss of or interruption to business, or for the loss of or damage to any
property of Lessee, by theft or from any other cause whatsoever including, but
not limited to, loss or damage resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or leaks from any part of the Demised
Premises or from the pipes, appliances or plumbing works, or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, unless caused by the negligence of Lessor, its
agents, servants, employees, licensees, invitees or guests. Neither Lessor nor
its agents shall be liable for any loss or damage caused by other tenants, if
any, or persons in the Demised Premises, or caused by operations in the
construction of any private, public or quasi-public work. Notwithstanding the
foregoing, if any such loss sustained by Lessee is caused by the negligence of
Lessor, its agents, servants, employees, licensees, invitees or guests, then
Lessor shall be liable to Lessee for the amount of the deductible under Lessee's
insurance, up to a maximum of $25,000. It is expressly agreed that it shall be
the sole obligation of Lessee to insure, at its expense, any and all property of
any nature whatsoever of Lessee's located on the Demised Premises.
(3) Waiver of subrogation. Except as provided above in respect to the
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deductible under their respective insurance policies, Lessor and Lessee hereby
waive any and all rights which they may have against the other and hereby
release each other from all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise, for any loss
or damage to the Demised Premises, the Buildings, the Common Areas or any
property therein caused by fire or other casualty, even if such fire or other
casualty was caused by the fault or negligence of the other party, their
respective agents, servants, employees, licensees, invitees or guests. All fire
and extended coverage insurance policies carried by the respective parties on
the Demised Premises, the Buildings, the Common Areas or any property therein
shall allow the insured to waive its right of subrogation against the other
party prior to loss.
b. Public Liability Insurance.
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(1) Lessee's liability. Lessee hereby agrees to indemnify, protect, save
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and hold harmless Lessor, its respective representatives, agents, servants and
employees from and against any and all loss, cost and expense arising out of or
connected with the use or occupancy of the Demised Premises or the Common Areas
by Lessee and/or by any of Lessee's representatives, agents, servants,
employees, licensees, invitees or guests pursuant to this lease which use or
occupancy results in any injury, sickness or death, or alleged injury, sickness
or death whatsoever to third persons and/or their property. In the event that
any such claim is alleged against Lessor and/or its successors or assigns by
anyone arising out of the use or occupancy of the Demised Premises or the Common
Areas by Lessee or by its representatives, agents, servants, employees,
licensees,
10
invitees or guests, it is expressly understood and agreed that Lessee shall take
over the defense of each and every claim promptly and pay all attorneys' fees,
verdicts, judgements, settlement payments and all other costs and expenses
whatsoever incurred in connection with the defense of all such claims, without
exception, it being expressly understood that Lessee shall be and remain fully
responsible for all such claims and will hold the aforementioned indemnities
completely harmless from and against any cost or expense whatsoever in
connection herewith.
(2) Lessee's insurance. During the term of this Lease, and any extension
------------------
thereof, Lessee shall, at its own cost and expense, maintain and provide general
liability insurance coverage for the benefits and protection of Lessee, Lessor
and Lessor's managing agents, as their interests may appear, in an amount no
less than $1,000,000 combined single limit for personal injury, bodily injury
and property damage, or in such greater amounts of insurance coverage as Lessor
may from time to time reasonably require, against liability of Lessee and its
authorized representatives arising out of or in connection with Lessee's use or
occupancy of the Demised Premises or the Common Areas. Lessor and Lessor's
managing agents shall be named as additional insured parties in all such
insurance policies, as their respective interests may appear. Such insurance
shall be with a company or companies reasonably acceptable to Lessor and
admitted to do business in the state in which the building is located. All such
insurance policies shall be maintained by Lessee in full force and effect during
the entire term of this lease and certificates indicating such policies are in
full force and providing for 30 days' written notice to Lessor prior to
cancellation or material change shall be provided to Lessor. Should Lessee fail
to carry such insurance and furnish Lessor with the required insurance
certificates after notification from Lessor to do so, Lessor shall have the
right to obtain such insurance and Lessee shall pay the cost thereof to Lessor
upon demand.
(3) Lessor's Liability. Lessor hereby agrees to indemnify, protect, save
------------------
and hold harmless Lessee, its respective representatives, agents, servants and
employees from and against any and all loss, cost and expense arising out of or
connected with the Buildings, other than Lessee's use or occupancy of the
Demised Premises or the Common Areas by Lessee and/or by any of Lessee's
representatives, agents, servants, employees, licensees, invitees or guests
pursuant to this Lease, which use or occupancy results in any injury, sickness
or death, or alleged injury, sickness or death whatsoever to third persons
and/or their property. In the event that any such claim is alleged against
Lessee and/or it successors or assigns by any one, other than a claim arising
out of the use or occupancy of the Demised Premises or the Common Areas by
Lessee or by it representatives, agents, servants, employees, licensees,
invitees or guests, it is expressly understood and agreed that Lessor shall take
over the defense of each and every claim promptly and pay all attorneys' fees,
verdicts, judgments, settlement payments and all other costs and expenses
whatsoever incurred in connection with the defense of all such claims, without
exception, it being expressly understood that Lessor shall be and remain fully
responsible for all such claims and will hold the aforementioned indemnities
completely harmless from and against any cost or expense whatsoever in
connection herewith.
ARTICLE 11 - CONSENT REQUIRED
11.01 Lessee shall not assign this Lease in whole or in part, nor sublet
all or any part of the Demised Premises nor permit others to use the Demised
Premises, without the prior written consent of Lessor, said consent not to be
unreasonably withheld or delayed. Consent by Lessor to any assignment or
subletting shall not constitute a waiver of Lessor's right to consent to future
subletting. Notwithstanding any assignment or sublease, Lessee and guarantors
of this Lease, if any, shall remain fully liable on this Lease and shall not be
released from performing any of the terms, covenants, and conditions of this
Lease unless released in writing by the Lessor.
11
ARTICLE 12 - DEFAULT OF LESSEE
12.01 If Lessee shall default in the payment of the rent reserved
herein, or in the payment of any item of additional rent or other monies due
hereunder or any part of same, then this Lease and the term hereof shall, at the
option and election of the Lessor, wholly cease and terminate upon three (3)
days written notice, unless Lessee cures the payment default within this three
(3) day period.
12.02 If Lessee shall violate or default any of the other covenants,
agreements, stipulations, or conditions herein, and such violation or default
shall continue for a period of thirty (30) days after written notice of such
violation or default shall have been given by Lessor to Lessee, then it shall be
optional for Lessor to declare this Lease forfeited and the said term ended.
12.03 If Lessor shall declare this Lease forfeited and terminated as
provided for in the preceding paragraphs, at Lessor's option, Lessor may
terminate and end this Lease and re-enter upon the property, whereupon the term
thereby granted, and at the Lessor's option, all right, title and interest in or
under it shall end and Lessee shall become a tenant at sufferance, or else said
Lessor may, at Lessor's option, elect to declare the entire rent for the balance
of the term, or any part thereof, due and payable forthwith, and may proceed to
collect the same either by distress or otherwise, and thereupon said term shall
terminate at the option of the Lessor, or else the said Lessor may take
possession of the premises and rent the same for the account of the Lessee, the
exercise of any of which options herein contained shall not be deemed the
exclusive Lessor's remedy. The expression entire rent for the balance of the
term as used herein shall mean all of the rent prescribed to be paid by the
Lessee unto the Lessor for the full term of this Lease, excluding any
unexercised options to renew, and less, however, any payments that have been
made on account of and pursuant to the terms of said Lease.
12.04 Neither this Lease, nor any interest therein, nor any estate
thereby created shall pass to any trustee, receiver or assignee for the benefit
of creditors or otherwise by operation of law. In the event the estate created
hereby shall be taken in execution or by other process of law, or if Lessee
shall be adjudicated insolvent or bankrupt pursuant to provisions of any state
or federal insolvency or bankruptcy act, or if a receiver or trustee of the
property of Lessee shall be appointed by reason of Lessee's insolvency or
inability to pay its debts, or if any assignment shall be made of Lessee's
property for the benefit of creditors, or if any reorganization preceding under
the federal laws be instituted by or filed against Lessee, then and in any of
such events, Lessor may, at its option, terminate this Lease and all rights of
Lessee herein by giving to Lessee notice in writing of the election of Lessor so
to terminate. In the event of an involuntary bankruptcy, there shall be no
default if such appointment of a trustee or receiver is vacated within thirty
(30) days after such appointment.
12.05 Lessee hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Lessee being
evicted or dispossessed for any cause or in the event of Lessor obtaining
possession of the Demised Premises by reason of the violation by Lessee of any
of the covenants or conditions of this Lease or otherwise.
12.06 ATTORNEY'S FEES:
The prevailing party shall be entitled to recover all reasonable attorney's
fees incurred by him in and about the enforcement or defense of this Lease and
the parties' Lessor/Lessee relationship.
12
ARTICLE 13 - ACCESS BY LESSOR
13.01 Lessor or Lessor's agent shall have the right to enter the Demised
Premises at all times, upon reasonable notice of not less than twenty-four (24)
hours, excluding emergency situations, to examine the same and to show them to
prospective purchasers or lessees of the building, and to make such repairs,
alterations, improvements, or additions as Lessor may reasonably deem necessary
or desirable, and Lessor shall be allowed to take all material into and upon
said Demised Premises that may be required thereof without the same constituting
an eviction of Lessee or otherwise. During the six (6) months prior to the
expiration of the term of this Lease, or any renewal term, Lessor may exhibit
the premises to prospective lessees or purchasers and place upon the Common
Areas (away from the main entrance to the Demised Premises) the usual notices
"TO LET or "FOR SALE", or similar wording, which notices Lessee shall permit to
remain thereon without molestation. If Lessee shall not be personally present
to open and permit entry into said premises at any time, when for any reason an
entry therein shall be necessary in an emergency, Lessor or Lessor's agents with
reasonable and prudent judgment may enter the same by forcibly entering the same
without rendering Lessor or such agent liable therefore and without in any
manner affecting the obligations and covenants of this Lease. Nothing herein
contained, however, shall be deemed or construed to impose upon Lessor any
obligation, responsibility, or liability whatsoever, for the care, maintenance,
or repair of the building, or any part thereof, except as otherwise herein
specifically provided.
ARTICLE 14 - LESSEE'S PROPERTY
14.01 TAXES ON LESSEE'S LEASEHOLD:
Lessee shall be responsible for and shall pay before delinquency, all
municipal, county, state, and federal taxes assessed during the term of this
Lease against personal property of any kind owned by or placed in, upon, or
about the Demised Premises by the Lessee.
14.02 NOTICE BY LESSEE:
Lessee shall give immediate oral and written notice to Lessor in case of
fire or other casualty, or accidents in the Demised Premises, or in the
building, or of defects therein or in any fixtures or equipment. Lessor agrees
to promptly notify Lessee of any such situations discovered or reported by other
tenants which may effect Lessee or its employees.
ARTICLE 15 - HOLDING OVER
15.01 This Lease and the tenancy hereby created shall cease and
terminate at the end of the original term hereof, or any extension or renewal
thereof, without the necessity of any notice from either Lessor or Lessee to
terminate the same, and Lessee hereby waives notice to vacate the Demised
Premises and agrees that the Lessor shall be entitled to the benefit of all
provisions of law respecting the summary recovery of possession of the Demised
Premises from a Lessee holding over to the same extent as if statutory notice
had been given.
15.02 Any holding over after the expiration of the term hereof with the
consent of the Lessor shall be construed to be a tenancy from month to month at
a rent thirty percent (30%) greater than the base
13
rent and additional rent herein specified (prorated on a monthly basis), and
shall otherwise be on the terms and conditions hereby specified, so far as
applicable.
ARTICLE 16 - EMINENT DOMAIN
In the event of any eminent domain or condemnation proceeding or private
sale in lieu thereof in respect to the premises during the term thereof, the
following provisions shall apply.
16.01 If the whole of the premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then the term of
this Lease shall cease and terminate as of the date possession shall be taken in
such proceeding and all rentals shall be paid up to that date.
16.02 If any part constituting less than the whole of the premises shall
be acquired or condemned as aforesaid, and in the event that such partial taking
or condemnation shall materially affect the Demised Premises so as to render the
Demised Premises unsuitable for the business of the Lessee in the reasonable
opinion of the Lessor, this Lease shall continue in full force and effect but
with a proportionate abatement of the Base Rent and Additional Rent based on the
portion, if any, of the Demised Premises taken. Lessor reserves the right, at
its option, to restore the Building and the Demised Premises to substantially
the same condition as they were prior to such condemnation. In such event,
Lessor shall give written notice to Lessee within thirty (30) days following the
date possession shall be taken by the condemning authority of Lessor's intention
to restore. Upon Lessor's notice of election to restore, Lessor shall commence
restoration and shall restore the Building and the Demised Premises with
reasonable promptness, subject to delays beyond Lessor's control and delays in
the making of condemnation or sale proceeds adjustments by Lessor, and Lessee
shall have no right to terminate this Lease except as herein provided. Upon
completion of such restoration, the rent shall be adjusted based upon the
portion, if any, of the Demised Premises restored.
16.03 In the event of any condemnation or taking as aforesaid, whether
whole or partial, Lessee shall not be entitled to any part of the award paid for
such condemnation and Lessor is to receive the full amount of such award, the
Lessee hereby expressly waiving any right or claim to any part thereof.
16.04 Although all damages in the event of any condemnation shall belong
to the Lessor, whether such damages are awarded as compensation for diminution
in value of the leasehold or to the fee of the Demised Premises, Lessee shall
have the right to claim and recover from the condemning authority, but not from
Lessor, such compensation as may be separately awarded or recoverable by Lessee
in Lessee's own right on account of any and all damage to Lessee's business by
reason of the condemnation and for or on account of any cost or loss to which
Lessee might be put in removing Lessee's merchandise, furniture, fixtures,
leasehold improvements and equipment. Lessee, however, shall have no claim
against Lessor, nor make any claim with the condemning authority for the loss of
its leasehold estate, any unexpired term or loss of any possible renewal or
extension of said Lease or loss of any possible value of said Lease, or any
unexpired term, renewal or extension.
14
ARTICLE 17 - MISCELLANEOUS
17.01 ENTIRE AGREEMENT:
This Lease and exhibits attached hereto and forming a part hereof set forth
all of the covenants, promises, agreements, conditions or understandings,
whether oral or written between Lessor and Lessee, and no terms or conditions
apply other than those herein set forth. Except as herein otherwise provided,
no subsequent alteration, amendment, change or addition to this Lease shall be
binding upon Lessor or Lessee unless reduced to writing and signed by them.
17.02 NOTICES:
Any notice, demand, request, or other instrument which may be or is
required to be given under this Lease shall be delivered in person or sent by
United States certified mail, postage prepaid, return receipt requested, and
shall be addressed (a) if to Lessee, at the Demised Premises, or at such other
address as the Lessee shall designate by written notice, and (b) if to Lessor,
c/x Xxxxxx, Xxxxxx & Co., 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx
00000 or at such other address as Lessor may designate by written notice. The
notice shall be deemed served when personally delivered or when deposited with
the U.S. Postal Service.
17.03 This Lease shall be construed according to the laws of the State
of Florida.
17.04 VENUE:
Lessee and Lessor hereby agree that in the event either party files a suit
to protect their rights under this Lease, that venue shall be in the Circuit
Court for Pinellas County, Florida. Lessee and Lessor waive any venue rights to
institute suit in a jurisdiction other than in the Circuit Court for Pinellas
County, Florida.
17.05 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.
ARTICLE 18 - DESTRUCTION OF PREMISES
In the event of any damage or destruction to the Premises by fire or other
cause during the term hereof, the following provisions shall apply.
18.01 If the Building is damaged by fire or any other cause to such
extent that the cost of restoration, as reasonably estimated by Lessor, will
equal or exceed forty percent (40%) of the replacement value of the Building
(exclusive of foundations) just prior to the occurrence of the damage, then
Lessor may, no later than the ninetieth (90th) day following the damage, give
Lessee written notice of Lessor's election to terminate this Lease. If Lessor
chooses to repair and restore, then Lessor shall do so pursuant to the terms of
Article 18.03.
15
18.02 If the cost of restoration as estimated by Lessor will equal or
exceed forty percent (40%) of said replacement value of the Building, and if the
Demised Premises are not suitable as a result of said damage for the purposes
for which they are demised hereunder in the reasonable opinion of Lessee, then
Lessee may, no later than the ninetieth (90th) day following the damage, give
Lessor a written notice of election to terminate this Lease.
18.03 If the cost of restoration as estimated by Lessor shall amount to
less than forty percent (40%) of said replacement value of the Building, or if,
despite the cost, Lessor does not elect to terminate this Lease, Lessor shall
restore the Building and the Demised Premises with reasonable promptness and
within 180 days, subject to delays beyond Lessor's control and delays in the
making of insurance adjustments by Lessor, and Lessee shall have no right to
terminate this Lease except as herein provided. Lessor shall not be responsible
for restoring or repairing leasehold improvement of the Lessee.
18.04 In the event of either of the elections to terminate, this Lease
shall be deemed to terminate on the date of the receipt of the notice of
election and all rentals shall be paid up to that date. Lessee shall have no
claim against Lessor for the value of any unexpired term of this Lease.
18.05 In any case where damage to the Building shall materially affect
the Demised Premises so as to render them unsuitable in whole or in part for the
purposes for which they are demised hereunder, then, unless such destruction was
wholly or partially caused by the negligence or breach of the terms of this
Lease by Lessee, its employees, agents, contractors or licensees, a portion of
the rent based upon the amount of the extent to which the Demised Premises are
rendered unsuitable in Lessor's reasonable opinion shall be abated until
repaired or restored. If the destruction or damage was wholly or partially
caused by negligence or breach of the terms of this Lease by Lessee as aforesaid
and if Lessor shall elect to rebuild, the rent shall not xxxxx and the Lessee
shall remain liable for the same.
ARTICLE 19 - SUBORDINATION
19.01 This Lease shall be subordinated to any mortgages that may exist
or that may hereafter be placed upon the Demised Premises and to any and all
advances made thereunder, and to the interest upon the indebtedness evidence by
such mortgages, and to all renewals, replacements and extensions thereof. Lessor
shall require any holder or holders thereof to execute a non-disturbance
agreement and Lessee agrees to execute a subordination agreement with the holder
thereof which agreement shall provide as follows.
19.02 Such holder shall not disturb the possession and other rights of
Lessee under this Lease so long as lessee is not in default hereunder.
19.03 In the event of acquisition of title to the Demised Premises by
such holder, such holder shall accept the terms as Lessor of the Demised
Premises under the terms and conditions of this Lease and shall perform all
obligations of Lessor hereunder.
19.04 The Lessee shall recognize such holder as Lessor hereunder. The
Lessee shall, upon receipt of a request from Lessor therefore, execute and
deliver to Lessor or to any proposed purchaser of the Premises, a certificate in
recordable form, certifying that this Lease is in full force and effect, and
that there are no offsets against rent nor defenses to Lessee's performance
under this Lease, or setting forth any such offsets or defenses claimed by
Lessee, as the case may be.
16
ARTICLE 20 - ATTORNMENT
20.01 In the event of a sale or assignment of Lessor's interest in the
Premises, or the Building in which the Demised Premises are located or in this
Lease, or if the Premises come into custody or possession of a mortgagee or any
other party, whether because of a mortgage foreclosure or otherwise, Lessee
shall attorn to such assignee or other party and recognize such party as Lessor
hereunder; provided, however, Lessee's peaceable possession will not be
disturbed so long as Lessee faithfully performs its obligations under this Lease
and shall not be in default hereunder. Lessee shall execute on demand any
attornment agreement required by any such party to be executed, containing such
provisions and such other provisions as such party may require.
ARTICLE 21 - NOVATION IN THE EVENT OF SALE
21.01 In the event of the sale of the Demised Premises, Lessor shall be
and hereby is relieved of all of the covenants and obligations created hereby
accruing from and after the date of sale, and such sale shall result
automatically in the purchaser assuming and agreeing to carry out all the
covenants and obligations of Lessor herein. Notwithstanding the foregoing
provisions of this Section, Lessor, in the event of a sale of the Demised
Premises, shall cause to be included in this agreement of sale and purchase a
covenant whereby the purchaser of the Demised Premises assumes and agrees to
carry out all of the covenants and obligations of Lessor herein.
21.02 The Lessee agrees to any time and from time to time upon not less
than five (5) days prior written request by the Lessor to execute, acknowledge
and deliver to the Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect and if modified, stating the
modifications and the dates to which the basic rent and other charges have been
paid in advance, if any, it being intended that any such statement delivered
pursuant to this paragraph may be relied upon by any prospective purchaser of
the fee or mortgagee or assignee of any mortgage upon the fee of the Demised
Premises.
ARTICLE 22 - SUCCESSOR AND ASSIGNS
The terms, covenants, and conditions hereof shall be binding upon and inure
to the successors and assigns of the parties hereto.
ARTICLE 23 - PARKING
Lessor shall provide on a non-exclusive basis not less than four (4)
parking spaces per 1,000 rentable square feet in the Demised Premised at no cost
to Lessee during the initial term of this Lease.
17
IN WITNESS WHEREOF, this Lease has been duly and properly executed the day
and year first above written:
Dated: 3/12/97 Pinellas Bay Vista Partners, Ltd.
----------------------- ---------------------------------
LESSOR
By: Pinellas Bay Vista General Partners,
Ltd. its General Partner
By: Pinellas Bay Vista, Inc.
its General Partner
By: [SIGNATURE APPEARS HERE]
-----------------------------
Its: VICE PRESIDENT
-----------------------------
Dated: 3/12/97 TECHFORCE CORPORATION
----------------------- ---------------------
LESSEE
------
By: [SIGNATURE APPEARS HERE]
-----------------------------
Its: CFO
-----------------------------
By:
-----------------------------
Its:
-----------------------------
18
ADDENDUM TO LEASE
AGREEMENT, made as of the 30th day of September, 1997, by and between
PINELLAS BAY VISTA PARTNERS, LTD. ("Lessor") and TECHFORCE CORPORATION
("Lessee").
WITNESSETH:
WHEREAS, the Lessee and Lessor entered into a Lease dated March 12, 1997,
(the "Lease") for space addressed as (street number to be assigned) Xxx Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000, at a rental rate and upon other terms and
conditions more fully set forth in said Lease, and
WHEREAS, the parties desire to modify the aforesaid Lease in the respects
herein acknowledged to the mutual agreements herein contained, the parties
hereto agree as follows:
1. Effective September 22, 1997 Lessee and Lessor hereby agree that the
addresses for said property shall be 0000 Xxx Xxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx 00000.
2. Effective September 22, 1997, Lessee agrees to lease the remainder of
the space in Building A, at Bay Vista Gardens II, bringing the total square
footage leased to approximately 40,800 r.s.f. (exact square footage to be
confirmed when the construction documents for the space are completed).
The additional space shall be leased under all of the same terms and
conditions set forth in the original Lease.
3. Except as hereto amended, all of the terms and conditions of the
original Lease shall remain as stated therein.
IN WITNESS WHEREOF, PINELLAS BAY VISTA PARTNERS, LTD. (the "Lessor") and
TECHFORCE CORPORATION (the "Lessee") have caused these present to be signed in
their corporate names by the proper officers thereunto duly authorized, the day
and year first above written.
WITNESSES: LESSEE:
TECHFORCE CORPORATION
[SIGNATURE APPEARS HERE] BY: /s/ Xxxxxx X. Xxx
------------------------- ------------------------------
[SIGNATURE APPEARS HERE] XXXXXX X. XXX
------------------------- ---------------------------------
(print name)
TITLE: CFO
---------------------------
WITNESSES: LESSOR:
PINELLAS BAY VISTA PARTNERS, LTD.
[SIGNATURE APPEARS HERE] BY: /s/ Xxxxxx Xxxxxx
------------------------- ------------------------------
[SIGNATURE APPEARS HERE] XXXXXX XXXXXX
------------------------- ---------------------------------
(print name)
TITLE: GENERAL PARTNER
---------------------------
