Exhibit 10.5
BISCAYNE CENTRE, LLC.
STANDARD OFFICE BUILDING LEASE
This Lease Agreement (sometimes hereinafter referred to as the "Lease") made and
entered into this 15th day of April, 2003 by and between BISCAYNE CENTRE, LLC.
(hereinafter called "Landlord"), whose address for purposes hereof is 00000 Xx
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 and EPIXTAR MANAGEMENT
CORP., A Florida Corporation (hereinafter called "Tenant"), whose address for
purposes hereof is 00000 XXXXXXXX XXXX. XXXXX 000, XXXXX XXXXXXX 00000.
WITNESSETH:
LEASED 1. Subject to and upon the terms, provisions,
PREMISES covenants and conditions hereinafter set forth, and each
in consideration of the duties, covenants and obligations
SEE of the other hereunder, Landlord does hereby lease,
ADDENDUM demise and let to Tenant and Tenant does hereby lease,
PARAGRAPH demise and let from Landlord those certain premises
#49 (hereinafter sometimes call the "Premises" or "Leased
Premises") in the building known as Biscayne Centre
(hereinafter called the "Building") located at 00000
Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000, such Leased
Premises being more particularly described as follows:
16,810 square feet of Net Rentable Area (hereinafter
defined) located on the THIRD, (3rd) & SEVENTH (7th)
floors as known as Suites 301, 306, 308, herein after
called the "Original Premises", Suite 312 herein after
called "Expansion Space A", Suite 700 & 770 herein after
called "Expansion Space B", of the Building as reflected
on the floor plan of such Leased Premises attached hereto
as Exhibit "A" and made a part hereof, identified by the
signatures or initials of Landlord and Tenant.
The term "Net Rentable Area", as used herein, shall
refer to (1) in the case of a single tenancy floor, all
space measured from the inside surface of the outer glass
of the Building to the outside surface of the opposite
outer wall, excluding only the areas ("Service Areas")
within the outside walls used for building stairs, fire
towers, elevator shafts, flues, vents, pipe shafts and
vertical ducts, but including any such areas which are
for the specific use of the particular tenant such as
special stairs or elevators, and (ii) in the case of a
multi-tenancy floor, all space within the inside surface
of the outer glass enclosing the tenant occupied portion
of the floor and measured to the midpoint of the walls
separating areas leased by or held for lease to other
tenants or from areas devoted to corridors, elevator
foyers rest rooms and other similar facilities for the
use of all tenants on the particular floor (hereinafter
sometimes called "Common Areas"), but including a
proportionate part of the Common Areas located on such
floor. Net Rentable area is subject to LANDLORD'S
re-measurement of the Premises which may change the
square footage set forth above: and TENANT is obligated
under the Terms of the Lease to pay for the actual square
footage.
No deductions from Net Rentable Areas are made for
columns necessary to the Building. The Net Rentable Areas
in the Lease Premises and in the Building have been
calculated on the basis of the foregoing definition and
are hereby stipulated above as to the Leased Premises,
whether the same should be more or less as a result of
minor variations resulting from actual construction and
completion of the Leased Premises for occupancy so long
as such work is done substantially in accordance with the
approved plans.
TERM 2. This Lease shall be for the term of FIVE (5) Years
commencing on the 1st day of MAY, 2003, and ending on the
31st day of APRIL, 2008, (hereinafter sometimes referred
to as the "Lease Term" or "Term"), unless sooner
SEE terminated or extended as provided herein.
ADDENDUM
PARAGRAPHS If the Landlord is unable to give possession of the
#47 & 50 Leased Premises on the date of the commencement of the
aforesaid Lease Term by reason of the holding over of any
prior tenant or tenants or for any other reasons, an
abatement or diminution of the rent to be paid hereunder
shall be allowed Tenant under such circumstances until,
possession is given to Tenant, but nothing herein shall
operate to extend the initial Term of the lease beyond
the agreed expiration date, and said abatement in rent
shall be the full extent of Landlord's liability to
Tenant for any loss or damage to Tenant on account of
said delay in obtaining possession of the Premises. There
shall be no delay in the commencement of the Term of this
Lease and/or payment of rent where Tenant fails to occupy
premises when same are ready for occupancy, or when
Landlord shall be delayed in substantially completing
such Leased Premises as a result of:
(a) Tenant's failure to promptly furnish working
drawings and plans as required or
(b) Tenant's failure to approve cost estimates
within one (1) week or
(c) Tenant's failure to promptly select materials,
finishes, or installation or
(d) Tenant's changes in plans (notwithstanding
Landlord's approval of any such changes), or
(e) Any other act of omission by Tenant or its
agents or failure to promptly make other
decisions, necessary to the preparation of the
Leased Premises for occupancy.
The commencement of the Term and the payment of rent
shall not be affected, delayed or deferred on account of
any of the foregoing. For the purposes of this paragraph,
the Leased Premises shall be deemed substantially
completed and ready for occupancy by Tenant when
Landlord's Supervising Architect certifies that the work
required of Landlord, if any, has been substantially
completed in accordance with said approved plans and
specifications.
Taking possession of the Leased Premises by Tenant
shall be conclusive evidence as against Tenant that the
Leased Premises were in good and satisfactory condition
when possession was so taken. This Lease does not grant
any right to light or air over or about the Leased
Premises or Building.
If Tenant, with Landlord's consent, shall occupy the
Leased Premises prior to the beginning of the Lease Term
as specified herein above, all provisions of this Lease
shall be in full force and effect commencing upon such
occupancy.
BASE RENT 3. Tenant agrees to pay Landlord a total "Base Rental"
of ONE MILLION SEVEN HUNDRED SIXTY SEVEN THOUSAND FOUR
SEE HUNDRED THREE AND 40/100 DOLLARS ($1,767,403.40) being an
ADDENDUM annual Base Rental of * in equal monthly installments of
PARAGRAPH * which is computed at a Base Rental Rate of * per
#48 rentable square foot per annum for each and every
calendar month of the Term of this Lease, plus all
applicable sales taxes, without any offset or deduction
whatsoever, in lawful (legal tender for public or private
debts) money of the United States of America, at the
Management Office of the Building or elsewhere as
designated from time to time by Landlord's written notice
to Tenant.
Landlord upon execution of this Lease by Landlord and
Tenant, hereby acknowledges payment by Tenant of the sum
of -0.00- representing payment of rental (For Expansion
Spaces A & B) including applicable sales taxes for the
first full calendar month of this Lease. The balance of
the total Base Rental is payable in equal monthly
installments as specified above, on the First day of each
month hereafter ensuing, the first of which shall be due
and payable -0.00- . If the Term of this Lease commences
on any day of a month excepting the first day, Tenant
shall pay Landlord rental as provided for herein for such
commencement month on a pro rata basis (such proration to
be based on the actual number of days in the commencement
month), and the first month's rent paid by Tenant, if
any, upon execution of this Lease shall apply and be
credited to the next full month's rent due hereunder.
Rental for any partial month of occupancy at the end of
the Term of this Lease will be prorated, such proration
to be based on the actual number of days in the partial
month. Tenant may not prepay rent more than one month in
advance of its due date.
In addition to Base Rental, Tenant shall and hereby
agrees to pay to Landlord each month a sum equal to any
sales tax, tax on rentals, and any other charges, taxes
and/or impositions now in existence or hereafter imposed
based upon the privilege of renting the space leased
hereunder or upon the amount of rentals collected
therefor. Nothing herein shall, however, be taken to
require Tenant to pay any part of any Federal and State
Taxes on income imposed upon Landlord. The foregoing
regarding sales taxes only, does not apply in the event
Tenant is exempt from the payment of sales tax Under
Section 501(c)(3) of the I.R.S. code.
Tenant shall be required to pay Landlord a late fee equal
to 10% of the outstanding balance on any rental due that
remains unpaid for (5) days after its due date.
ADDITIONAL 4A. In the event that the cost to the Landlord for the
RENT Operating Expenses of the Building, as hereinafter
defined during any calendar year of the Lease Term
*SEE subsequent to the Base Year (which the parties hereto
ADDENDUM agree shall be calendar * all exceed the cost to the
PARAGRAPH Landlord for the Operating Expenses of the Building
#61 during the Base Year, then Tenant shall pay to Landlord
as additional rent Tenant's "proportionate share" (as
such term is hereinafter defined) of the increase in such
costs for each calendar year, if any. The proportionate
share to be paid by the Tenant shall be the percentage
which the Net Rentable Area then leased by the Tenant in
the Building bears to the Total Net Rentable Area
contained in the Building, which is 152,998 rentable
square feet. The amount of such additional rent, if any,
shall be determined in accordance with the following
formula: net rentable square feet of Leased Premises
divided by Total Net Rentable Area (the "proportionate
share") multiplied by any increase in Operating Expenses
over the Operating Expenses of the Base Year equals
additional rent due from Tenant except that such
additional rent shall be prorated for any partial
calendar year following the commencement of the Lease
Term.
The term "Operating Expenses" as used herein shall
mean the cost of all expenses, cost and disbursements of
every kind and mature which Landlord shall pay or become
obligated to pay because of or in connection with the
ownership, maintenance and/or operation of the Building
computed on the accrual basis, but shall not include the
replacement of capital investment items and new capital
improvements. By way of explanation and clarification,
but not by way of limitation, these Operating Expenses
will include the following:
a. Wages and salaries of all employees engaged in
operation and maintenance of the Building:
employer's social security taxes, unemployment
taxes or insurance, and any other taxes which
may be levied on such wages and salaries; the
cost of disability and hospitalization
insurance, pension or retirement benefits, or
any other fringe benefits for such employees.
b. All supplies and materials used in operation
and maintenance of the Building.
c. Cost of all utilities including water, sewer,
electricity, gas and fuel oil used by the
Building and not charged directly to another
tenant.
d. Cost of customary Building management;
janitorial services; trash and garbage
removal; servicing and maintenance of all
systems and equipment, including, but not
limited to, elevators, plumbing, heating, air
conditioning, ventilating, lighting,
electrical, security and fire alarms, fire
pumps, fire extinguishers and hose cabinets,
mail chute, and staging; guard service,
painting; window cleaning, landscaping and
gardening.
e. Cost of casualty and liability insurance
applicable to the Building and Landlord's
personal property used in connection
therewith.
f. All taxes at the maximum allowable discount
and assessments and governmental charges
whether federal, state, county or municipal,
and whether they be taxing districts or
authorities presently taxing the Leased
Premises or by others, subsequently created or
otherwise, and any other taxes and assessments
attributable to the Building or its operation
excluding, however, federal and state taxes on
income.
In the event the Operating Expenses in any year after
the Base year are reduced because of a major capital
improvement or by the use of automation, then the
Operating Expenses for the Base Year shall be reduced for
the purpose of determining additional rent as though such
improvement or automation was in effect during the Base
Year.
Landlord shall notify Tenant, within ninety (90) days
after the end of the Base Year and each calendar year
thereafter during the term hereof, of the amount which
landlord estimates (as evidenced by budgets prepared by
or on behalf of Landlord) will be the amount of Tenant's
proportionate share of increases in Operating Expenses
for the then current calendar year and Tenant shall pay
such sum in advance to Landlord in equal monthly
installments, during the balance of said calendar year,
on the first day of each remaining month in said calendar
year commencing on the first day of the first month
following Tenant's receipt of such notification. Within
ninety 90 days following the end of each calendar year
after the Base Year, Landlord shall submit to Tenant a
statement showing the actual amount which should have
been paid by Tenant with respect to increases in
Operating Expenses for the past calendar year, the amount
thereof actually paid during that year by Tenant and the
amount of the resulting balance due thereon, or
overpayment thereof, as the case may be. Within thirty 30
days after receipt by Tenant of said statement, Tenant
shall have the right in person to inspect Landlord's
books and records showing the Operating Expenses for the
Building for the calendar year covered by said statement.
Any other person who inspects LANDLORD'S statements or
books on behalf of TENANT, must be a C.P.A., licensed by
the State of Florida. Said statement shall become final
and conclusive between the parties, their successors and
assigns as to the matters set forth therein unless
Landlord receives written objection with respect thereto
within said thirty 30 day period, Any balance shown to be
due pursuant to said statement shall be paid by Tenant to
Landlord within thirty (30) days following Tenant's
receipt thereof. Any overpayment shall be immediately
credited against Tenant's obligation to pay expected
additional rent in connection with anticipated increases
in Operating Expenses or, if by reason of any termination
of the Lease no such future obligation exists amount will
be refunded to Tenant. Anything herein to the contrary
notwithstanding, Tenant shall not delay or withhold
payment of any balance shown to be due pursuant to a
statement rendered by Landlord to Tenant, pursuant to the
terms hereof, because of any objection which Tenant may
raise with respect thereto and Landlord shall immediately
credit any overpayment found to be owing to Tenant
against Tenant's proportionate share of increases in
Operating Expenses for the then current calendar year
(and future calendar years, if necessary) upon the
resolution of said objection or, if at the time of the
resolution of said objection the Lease Term has expired,
immediately refund to Tenant any overpayment found to be
owing to Tenant.
Additional rent, due by reason of the provisions of
this subparagraph 4A for the final months of this Lease
is due and payable even though it may not be calculated
until subsequent to the termination date of the Lease;
the Operating Expenses for the calendar year during which
the Lease terminates shall be prorated according to that
portion of said calendar year that this Lease was
actually in effect. Tenant expressly agrees that
Landlord, at Landlord's sole discretion, may apply the
security deposit specified in paragraph 7 hereof, if any,
in full or partial satisfaction of any additional rent
due for the final months of this Lease by reason of the
provisions of this subparagraph 4A. If said security
deposit is greater than the amount of any such additional
rent and there are no other sums or amounts owed Landlord
by Tenant by reason of any other terms, provisions,
covenants or conditions of this Lease, then Landlord
shall refund the balance of said security deposit to
Tenant as provided in paragraph 7 hereof. Nothing herein
contained shall be construed to relieve Tenant, or imply
that Tenant is relieved, of the liability for or the
obligation to pay any additional rent due for the final
months of this Lease by reason of the provisions of this
paragraph 4A if said security deposit is less than such
additional rent, nor shall Landlord be required to first
apply said security deposit to such additional rent if
there are any other sums or amounts owed Landlord by
Tenant by reason of any other terms, provisions,
covenants or conditions of this Lease. If in any calendar
year the increase in Operating Expenses is negative, no
additional rental is to be charged, but additional rent
shall nevertheless be collected at the last years rate
and adjusted thereafter.
4B. In the event that "Impositions" (as such term is
hereinafter defined) against the Building and/or the land
on which it is located are increased during any calendar
year of the Lease Term subsequent to the Base Year over
the amount of said Impositions during the Base year, the
Tenant shall pay to Landlord, as additional rent,
Tenant's Proportionate Share of the increases over the
Base Year in such Impositions for each calendar year, if
any.
The term "Impositions" as used herein shall mean all
impositions, taxes, assessments (special or otherwise),
water and sewer assessments and other governmental liens
or charges of any and every kind, nature and sort
whatsoever, ordinary and extraordinary, foreseen and
unforeseen, and substitutes therefor, including all taxes
whatsoever (except only those taxes of the following
categories: any inheritance, estate, succession, transfer
or gift taxes imposed upon Landlord or any income taxes
specifically payable by Landlord as a separate tax paying
entity without regard to Landlord's income source as
arising from or out of the Building and/or the land on
which it is located) attributable in any manner to the
Building, the land on which the Building is located or
the rents (however the term may be defined) receivable
therefrom, or any part thereof, or any use thereon, or
any facility located therein or used in conjunction
therewith or any charge or other payment required to be
paid to any governmental authority whether or not any of
the foregoing shall be designated "real estate tax",
"sales tax", "rental tax", "excise tax", "business tax",
or designated in any other manner.
Landlord shall notify Tenant, within ninety (90) days
after the end of the Base Year and each calendar year
thereafter, of the amount which Landlord estimates (as
evidenced by budgets prepared by or on behalf of
Landlord) will be the amount of Tenant's Proportionate
Share of increases in Impositions for the then current
calendar year and advance on the first day of each month
commencing on the first day of the first month following
Tenant's receipt of such notification. Within ninety (90
days following the date on which Landlord receives a tax
xxxx or statement showing what the actual Impositions are
with respect to each calendar year, Landlord shall submit
to Tenant a statement, together with a copy of said xxxx
or statement, showing the actual amount to be paid by
Tenant in the year in question with respect to increases
in Impositions for such year, the amount thereof
theretofore paid by Tenant and the amount of the
resulting balance due thereon, or overpayment thereof, as
the case may be. Any balance shown to be due pursuant to
said statement shall be spread over the remaining months
of the year and be paid by Tenant to Landlord or if after
the close of the Calendar Year within ten (10) days
following Tenant's receipt thereof any overpayment shall
be immediately credited against Tenant's obligation to
pay such additional rent in connection with increased
Impositions in later years, or, if no such future
obligation exists, be immediately refunded to Tenant.
Additional rent, due by reason of the provisions of
this subparagraph 4B for the final months of this Lease,
shall be payable even though the amount thereof is not
determinable until subsequent to the termination of the
Lease; the Impositions for the calendar year during which
the Lease terminates shall be prorated according to that
portion of said calendar year that the Lease was actually
in effect. Tenant expressly agrees that Landlord, at
Landlord's sole discretion, may apply the security
deposits specified in paragraph 7 hereof, if any, in full
or partial satisfaction of any additional rent due for
the final months of this Lease by reason of the
provisions of this paragraph 4B. If said security deposit
is greater than the amount of such additional rent and
there are no other sums or amounts owed Landlord by
Tenant by reason of any other terms, provisions,
covenants or conditions of the Lease, then Landlord shall
refund the balance of said security deposit to Tenant as
provided in paragraph 7 hereof. Nothing herein contained
shall be construed to relieve Tenant, or imply that
Tenant is relieved, of the liability for or the
obligation to pay any additional rent due for the final
months of this Lease by reason of the provisions of this
paragraph 4B if said security deposit is less than such
additional rent, nor shall Landlord be required to first
apply said security deposit to such additional rent if
there are any other sums or amounts owed Landlord by
Tenant by reason of any of the terms, provisions,
covenants or conditions of this Lease. If in any calendar
year the increase in Impositions is negative, no
additional rental is to be charged, but rent shall be
collected at the last year's rate and adjusted
thereafter.
4C. It is the intention of the parties hereto to
provide that the Tenant shall pay in advance of their due
date Tenant's Proportionate Share of increases in
Operating Expenses and Impositions, and to share in
reduction only by category to the end that an increase in
Operating Expenses shall not be offset by a decrease in
taxes and vice versa. In no event shall the Base Rental
be reduced by reason of decreases in Operating Expenses
and/or Impositions.
COST OF LIVING 5. PARAGRAPH OMITTED INTENTIONALLY.
INCREASE
TIME OF 6. Tenant agrees that Tenant shall promptly pay said
PAYMENT rents (Base Rental as the same may be adjusted from time
to time pursuant to Paragraph 5 and Additional Rental),
at the times and place stated above; the Tenant shall pay
charges for work performed on order of Tenant and any
other charges that accrue under this Lease; that, if any
part of the rent or above mentioned charges shall remain
due and unpaid for the three (3) business days after
written notice from Landlord to Tenant and after the same
shall be due and payable, or if Tenant fails to pay when
due said rents and any other sums payable under this
Lease after written notice from Landlord to Tenant three
(3) or more times in any period of twelve (12)
consecutive months, Landlord shall have the option (in
addition to all other rights and remedies available to it
by law and in equity) of declaring the balance of the
entire rent for the entire term of the Lease to be
immediately due and payable, and Landlord may Lease by
distress or otherwise.
SECURITY 7. Tenant, concurrently with the execution of this
DEPOSIT Lease must deposit the sum of SIXTY ONE THOUSAND THREE
HUNDRED EIGHTY FOUR AND 06/100 DOLLARS ($61,384.06), the
receipt which is hereby acknowledged by Landlord, which
sum shall be retained by Landlord as security for the
payment by Tenant of the rents and all other payments
herein agreed to be paid by Tenant, and for the faithful
performance by Tenant of the terms, provisions, covenants
and conditions of this Lease. It is agreed that Landlord,
at Landlords option, may at the time of any default by
Tenant under any of the terms, provisions, covenants or
conditions of the Lease apply said sum or any part
thereof toward the payment of the rents and all other
sums payable by Tenant under this Lease, and towards the
performance of each and every one of Tenant's covenants
under this Lease, but such covenants and Tenant's
liability under this Lease shall thereby be discharged
only pro tanto that Tenant shall remain liable for any
amounts that such sum shall be insufficient to pay; that
Landlord may exhaust any and all rights and remedies
against Tenant before resorting to said sum, but nothing
herein contained shall require or be deemed to require
Landlord to do so; that, in the event this deposit shall
not be utilized for any such purposes, then such deposit
shall be returned by Landlord to Tenant within ten (10)
days next after the expiration of the Term of this Lease
or the determination and payment of the amount due under
paragraph 4 of this Lease, if any, whichever later
occurs. Tenant shall maintain this security deposit
amount at all times during the lease term.
USE 8. The Tenant will use and occupy the Leased Premises
for the following use or purpose and for no other use or
purpose: General Offices.
QUIET 9. Upon payment by Tenant of the rents herein
ENJOYMENT provided, and upon the observance and performance of all
terms, provisions, covenants and conditions of Tenant's
part to be observed and performed, Tenant shall, subject
to all of the terms, provisions, covenants and conditions
of the Lease Agreement, peaceably and quietly hold and
enjoy the Leased Premises for the Term hereby demised.
INSURANCE 10. If the Landlord's insurance premiums exceed the
PREMIUMS standard premium rates because the nature of Tenant's
operation results in extra hazardous exposure, then
Tenant shall, upon receipt of appropriate invoices from
Landlord, reimburse Landlord for such increase in
premiums. It is understood and agreed between the parties
hereto that any such increase in premiums shall be
considered as rent due and shall be included in any lien
for rent.
RULES AND 11. Tenant agrees to comply with all rules and
REGULATIONS regulations Landlord may adopt from time to time for
operation of the Building and parking facilities and
protection and welfare of Building and Parking
facilities, its tenants, visitors and occupants. The
present rules and regulations, which Tenant hereby agrees
to comply with, entitled "Rules and Regulations" are
attached hereto and are by this reference incorporated
herein. Any future rules and regulations shall become a
part of this Lease, and Tenant hereby agrees to comply
with the same upon delivery of a copy thereof to Tenant,
providing the same do not materially deprive Tenant of
its rights established under this Lease.
GOVERNMENTAL 12. Tenant shall faithfully observe in the use of the
REQUIREMENTS Leased Premises all municipal and county ordinances and
codes and state and federal statutes now in force or
which may hereafter be in force.
SERVICES 13. Landlord will furnish the following services to
Tenant:
(A) Cleaning services, deemed by Landlord to be
normal and usual in a first class office building,
on Monday through Friday, except that shampooing
and replacement of carpet as required by Tenant
shall be Tenant's expense.
(B) Automatically operated elevator service, public
stairs, electrical current for lighting,
incidentals and normal office use, and water at
those points of supply provided for general use of
its Tenants at all times and on all days throughout
the year.
(C) Air conditioning on Monday through Friday from
8:00 AM to 6:00 PM and Saturday from 8:00 AM to
12:00 Noon, except Memorial Day, Fourth of July,
Labor Day, Thanksgiving Day, Christmas Day and New
Year's Day. Landlord shall also furnish air
conditioning at such other times as are not
provided for herein, provided Tenant gives written
request to Landlord before 2:00 PM of the business
day preceding the extra usage and if Tenant
requires air conditioning during such hours, Tenant
shall be billed for such service at the rate of
$45.00 per hour per Occupied Space and said rate
may be changed with thirty (30) days prior written
notice.
No electric current shall be used except that
furnished or approved by Landlord, nor shall electric
cable or wire be brought into the Leased Premises, except
upon the written consent and approval of the Landlord.
Tenant shall use only office machines and equipment that
operate on the Building's standard electric circuits, but
which in no event shall overload the Building's standard
electric circuits from which the Tenant obtains electric
current. Any consumption of electric current in excess of
that considered by Landlord to be used, normal and
customary for all Tenants, or which require special
circuits or equipment (the installation of which shall be
at Tenant's expense after approval in writing by the
Landlord), shall be paid for by the Tenant as additional
rent paid to the Landlord in an amount to be determined
by Landlord, based upon Landlord's estimated cost of such
excess electric current consumption or based upon the
actual cost thereof if such excess electric current
consumption is separately metered.
Such services shall be provided as long as the Tenant
is not in default under any of the terms, provisions,
covenants and conditions of this Lease, subject to
interruption caused by repairs, renewals, improvements,
changes to service, alterations, strikes, lockouts, labor
controversies, inability to obtain fuel or power,
accidents, breakdowns, catastrophes, national or local
emergencies, acts of God and conditions and causes beyond
the control of Landlord, and upon such happening, no
claim for damages or abatement of rent for failure to
furnish any such services shall be made by the Tenant or
allowed by the Landlord.
TENANT WORK 14. It is understood and agreed between the parties
hereto that any charges against Tenant by Landlord for
services or for work done on the Leased Premises by order
of Tenant, or otherwise accruing under this Lease, shall
be considered as rent due and shall be included in any
lien for rent.
REPAIR OF 15. Tenant will, at Tenant's own expense, keep the
LEASED Leased Premises in good repair and tenantable condition
PREMISES during the Lease Term and will replace at its own expense
any and all broken glass caused by Tenant in and about
said Leased Premises.
Tenant will make no alterations, additions or
improvements in or to the leased Premises without the
written consent of Landlord, which shall not be
unreasonably withheld, but may be predicated upon but not
limited to Tenant's use of contractors who are acceptable
to Landlord; and all additions, fixtures, carpet or
improvements, except only office furniture and fixtures
which shall be readily removable without injury to the
Leased Premises, shall be and remain a part of the Leased
Premises at the expiration of this Lease.
It is further agreed that this Lease is made by the
Landlord and accepted by the Tenant with the distinct
understanding and agreement that the Landlord shall have
the right and privilege to make and build additions to
the Building of which the Leased Premises are a part, and
make such alterations and repairs to said Building as it
may deem wise and advisable without any liability to the
Tenant therefor.
INDEMNIFICATION 16. Tenant further agrees that Tenant will pay all
liens of contractors, subcontractors, mechanics,
laborers, materialmen, and other items of like character,
and will indemnify Landlord against all expenses, costs,
and charges, including bond premiums for release of liens
and attorneys' fees and costs reasonably incurred in and
about the defense of any suit in discharging the said
Premises or any part thereof from any liens, judgements,
or encumbrances caused or suffered by Tenant. In the
event any such lien shall be made or filed, Tenant shall
bond against or discharge the same within ten (10) days
after the same has been made or filed. It is understood
and agreed between the parties hereto that the expenses
costs and charges above referred to shall be considered
as rent due and shall be included in any lien for rent.
The Tenant herein shall not have any authority to
create any liens for labor or materials on the Landlord's
interest in the Leased Premises and all persons
contracting with the Tenant for the destruction or
removal of any facilities or other improvements or for
the erection, installation, alteration or repair of any
facilities or other improvements on or about the Lease
Premises, and all materialmen, contractors,
subcontractors, mechanics, and laborers are hereby
charged with notice that they must look only to the
Tenant and to the Tenant's interests in the Leased
Premises to secure the payment of any xxxx for work done
or material furnished at the request or instruction of
Tenant.
PARKING 17. Pursuant to all of the terms, provisions,
covenants and conditions contained herein, for the Term
**SEE of this Lease, Landlord hereby grants to Tenant at no
ADDENDUM charge during the term of this lease, the non-exclusive
PARAGRAPH use of SIXTY (60) non-reserved parking spaces in the
# 62 Building parking areas and SIXTY (60) security cards.
Parking space use shall be subject to all of the terms,
provisions, conditions and covenants of this Lease.
Additional and/or replacement cards are available at a
cost of Twenty-five and 00/100 Dollars ($25.00) each. If
TENANT shall require parking spaces in addition to those
guaranteed in the Lease, LANDLORD may provide them at a
monthly charge to TENANT until such time as LANDLORD can
no longer do so due to such availability.**
ESTOPPEL 18. Tenant agrees that from time to time, upon not
STATEMENT less than ten (10) days prior request by Landlord, Tenant
will deliver to the other a statement in writing
certifying (a) that this Lease is unmodified and in full
force and effect (or, if there have been modifications,
that the Lease as modified is in full force and effect
and stating the modifications); (b) the dates to which
the rent and other charges have been paid; and (c)
Landlord is not in default under any provisions of this
Lease, or, if in default, the nature thereof in detail.
SUBORDINATION 19. If the Building and/or Leased Premises are at any
time subject to a mortgage and/or deed of trust, and
Tenant has received written notice from Mortgagee of
same, then in any instance in which Tenant gives notice
to Landlord alleging default by Landlord hereunder,
Tenant will also simultaneously give a copy of such
notice to each Landlord's Mortgagee and each Landlord's
Mortgagee shall have the right (but not the obligation)
to cure or remedy such default during the period that is
permitted to Landlord hereunder, plus an additional
period of thirty (30) days, and Tenant will accept such
curative or remedial action (if any) taken by Landlord's
Mortgagee with the same effect as if such action had been
taken by Landlord.
This Lease shall at Landlord's option, which option
may be exercised at any time during the Lease Term, be
subject and subordinate to any first mortgage now or
hereafter encumbering the Building however, such future
mortgagee shall agree not to join Tenant in any
foreclosure proceedings if Tenant is not in default under
the Terms of this lease. This provision shall be
self-operative without the execution of any further
instruments. Notwithstanding the foregoing, however,
Tenant hereby agrees to execute any instrument(s) which
Landlord may deem desirable to evidence the subordination
of this Lease to any and all such mortgages.
ATTORNMENT 20. If the interests of Landlord under this Lease
shall be transferred voluntarily or by reason of
foreclosure or other proceedings for enforcement of any
first mortgage on the Leased Premises, Tenant shall be
bound to such transferee (herein sometimes called the
"Purchaser") for the balance of the Term hereof
remaining, and any extensions or renewals thereof which
may be effective in accordance with the terms and
provisions hereof with the same force and effect as if
the Purchaser were the Landlord under this Lease, and
Tenant does hereby agree to attorn to the Purchaser,
including the Mortgagee under any such mortgage if it be
the Purchaser, as its Landlord, said Attornment to be
effective and self-operative without the execution of any
further instruments upon the Purchaser succeeding to the
interest of the Landlord under this Lease. The respective
rights and obligations of Tenant and the Purchaser upon
such Attornment, to the extent of the then remaining
balance of the Term of this Lease and any such extensions
and renewals, shall be and are the same as those set
forth herein. In the event of such transfer of Landlord's
interest, Landlord, Mortgagee or any Purchaser shall not
be liable or responsible for any act, omission or default
by any prior Landlord including present Landlord, the
return of any security deposit, or the payment of any
Tenant allowance or other concession, be bound by any
rent paid more than one (1) month in advance, or be
subject to any offset, defense, or counterclaim against
any prior Landlord, including present Landlord.
ASSIGNMENT 21. Without the written consent of Landlord first
obtained in each case Tenant shall not assign, transfer,
mortgage, pledge, or otherwise encumber or dispose of
this Lease or underlet the Leased Premises or any part
thereof or permit the Leased Premises to be occupied by
other persons. In the case of a subletting, Landlord's
consent may be predicated, among other things, upon
Landlord becoming entitled to collect and retain all
rentals payable under the sublease. If this Lease be
assigned, or if the Leased Premises or any part thereof
be underlet or occupied by anybody other than Tenant, the
Landlord may, after default by the Tenant, collect or
accept rent from the assignee, undertenant, or occupant
and apply the net amount collected or accepted to the
rent herein reserved, but no such collection or
acceptance shall be deemed a waiver of this covenant or
the acceptance of the assignee, undertenant, or occupant
as Tenant, nor shall it be construed as or implied to be
a release of the Tenant from the further observance and
performance by the Tenant of the terms, provisions,
covenants and conditions herein contained.
In lieu of consenting or not consenting, Landlord may,
at its option, (i) in the case of the proposed assignment
or subletting of Tenant's entire leasehold interest,
terminate this Lease in its entirety, or (ii) in the case
of the proposed assignment or subletting of a portion of
the Premises, terminate this Lease at to that portion of
the Premises which Tenant has proposed to assign or
sublet. In the event Landlord elects to terminate this
Lease pursuant to clause (ii) of this paragraph, Tenant's
obligations as to Base Rental and Additional Rent shall
be reduced in the same proportion that the Net Rentable
Area of the portion of the Premises taken by the proposed
assignee or subtenant bears to the total Net Rentable
Area of the Premises.
SUCCESSORS 22. All terms, provisions, covenants and conditions to
AND ASSIGNS be observed and performed by Tenant shall be applicable
to and binding upon Tenant's respective heirs,
administrators, executors, successors and assigns,
subject, however, to the restrictions as to assignment or
subletting by Tenant as provided herein. All expressed
covenants of this Lease shall be deemed to be covenants
running with the land.
HOLD 23. In consideration of said Premises being leased to
HARMLESS OF Tenant for the above rental, Tenant agrees: that Tenant,
LANDLORD at all times, will indemnify and keep Landlord harmless
and shall defend Landlord (with counsel chosen by
Landlord) from all losses, damages, liabilities and
expenses, including without limitation, attorney's fees,
at all levels, which may arise or be claimed against
Landlord and be in favor of any persons, firms or
corporations, consequent upon or arising from the use or
occupancy of said Premises by Tenant, or consequent upon
or arising from any acts, omissions, neglect or fault of
Tenant and/or Tenant's agents, servants, contractors,
employees, licensees, visitors, customers, patrons or
invitees, or consequent upon or arising from Tenant's
failure to comply with any laws, statutes, ordinances,
codes or regulations as herein provided; that Landlord
shall not be liable to Tenant for any damages, losses or
injuries to the persons or property of Tenant which may
be caused by the acts, neglect, omissions or faults of
any persons, firms or corporations, except when such
injury, loss or damage results from the gross negligence
of Landlord, Landlord's agents or employees, and that
Tenant will indemnify and keep harmless Landlord from all
damages, liabilities, losses, injuries, or expenses,
including without limitation, attorney's fees, at all
levels, which may arise or be claimed against Landlord
and be in favor of any persons, firms or corporations,
for any injuries or damages to the person or property of
any persons, firms or corporations, where said injuries
or damages arose about or upon said Premises, as a result
of the negligence, acts, omissions and/or fault of
Tenant, and/or Tenant's agents, employees, servants,
licensees, visitors, customers, patrons, and invitees.
All property placed or moved into the Leased Premises or
Building shall be at the risk of Tenant or the owner
thereof, and Landlord shall not be liable to Tenant or
such owner for any damage to said personal property.
Tenant shall maintain at all times during the Term of
this Lease an insurance policy or policies in an amount
or amounts sufficient in Landlord's opinion, to indemnify
Landlord or pay Landlord's damages, if any, resulting
from any matter set forth hereinbefore in this paragraph
23.
In case Landlord shall be made a party to any
litigation commenced against Tenant, then Tenant shall
protect and hold Landlord harmless and shall pay all
costs, expenses and reasonable attorneys' fees, at all
levels, incurred or paid by Landlord in connection with
such litigation and any appeal thereof.
ATTORNEYS 24. If either party defaults in the performance of any
FEES of the terms, provisions, covenants and conditions of
this Lease and by reason thereof the other party employs
the services of an attorney to enforce performance of the
covenants, or to perform any service based upon defaults,
then in any of said events the prevailing party shall be
entitled to reasonable attorneys' fees and all expenses
and costs incurred by the prevailing party pertaining
thereto (including costs and fees relating to any appeal)
and in enforcement of any remedy.
DAMAGE OR 25. In the event the Leased Premises shall be
DESTRUCTION destroyed or so damaged or injured by fire or other
casualty, during the Term of this Lease, whereby the same
shall be rendered untenantable, then Landlord shall have
the right, but not the obligation, to render such Leased
Premises tenantable by repairs within 180 days therefrom.
Landlord agrees that, within 60 days following damage
or destruction, it shall notify Tenant with respect to
whether or not Landlord intends to restore the premises.
If said Premises are not rendered tenantable within the
aforesaid 180 days it shall be optional with either party
hereto to cancel this Lease, and in the event of such
cancellation the rent shall be paid only to the date of
such fire or casualty. The cancellation herein mentioned
shall be evidenced in writing. During any time that the
Leased Premises are untenantable due to causes set forth
in this paragraph, the rent or a just and fair proportion
thereof shall be abated. Notwithstanding the foregoing,
should damage, destruction or injury occur by reason of
Tenant's negligence, Landlord shall have the right, but
not the obligation, to render the Leased Premises
tenantable within 360 days of the date of damage,
destruction or injury and no abatement of rent shall
occur.
Notwithstanding the foregoing, should damage or
destruction occur during the last twelve months of the
Lease Term, either Landlord or Tenant shall have the
option to terminate this Lease, effective on the date of
damage or destruction, provided notice to terminate is
given within 30 days of the date of such damage or
destruction. Notwithstanding the foregoing, should the
damage or destruction occur by reason of Tenant's
negligence, Tenant shall not have such option to
terminate.
EMINENT 26. If there shall be taken during the Term of this
DOMAIN Lease any part of the Leased Premises, parking facilities
or Building, other than a part not interfering with
maintenance, operation or use of the Leased Premises,
Landlord may elect to terminate this Lease or to continue
same in effect. If Landlord elects to continue the Lease,
in Landlord's absolute discretion, the rental shall be
reduced in proportion to the area of the leased Premises
so taken and Landlord shall repair any damage to the
Leased Premises, parking facilities, or Building
resulting from such taking, provided, however, Landlord
shall have no obligation to expend in excess of any
amount awarded as a result of any such taking, and the
amount to be expended in connection therewith by Landlord
shall be determined by Landlord, in Landlord's absolute
discretion. If any part of the leased Premisses is taken
by condemnation or Eminent Domain which renders the
Premises unsuitable for its intended use, as reasonably
determined by Landlord and Tenant, the Tenant may elect
to terminate this Lease, or if any part of the Leased
Premises is so taken which does not render the Premises
unsuitable for its intended use, this Lease shall
continue in effect and the rental shall be reduced in
proportion to the area of the Leased Premises so taken
and Landlord shall repair any damage to the Leased
Premises resulting from such taking, provided, however,
Landlord shall have no obligation to expend in excess of
any amount awarded and attributable only to the Premises
as a result of any such taking, and the amount to be
expended in connection therewith by Landlord shall be
determined by Landlord, in Landlord's absolute
discretion. If all of the Leased Premises is taken by
condemnation or Eminent Domain, this Lease shall
terminate on the date of the taking. All sums awarded (or
agreed upon between Landlord and the condemning
authority) for the taking of the interest of Landlord
and/or Tenant, whether as damages or as compensation, and
whether for partial or total condemnation, will be the
property of Landlord. If this Lease should be terminated
under any provisions of this paragraph, rental shall be
payable up to the date that possession is taken by the
authority, and Landlord will refund to Tenant any prepaid
un-accrued rent less any sum or amount then owing by
Tenant to Landlord.
ABANDONMENT 27. If, during the Term of this Lease, Tenant shall
abandon, vacate or remove from the Leased Premises the
major portion of the goods, wares, equipment or
furnishings usually kept on said Leased Premises, or
shall cease doing business in said Leased Premises, or
shall suffer the rent to be in arrears, Landlord may, at
its option, cancel this Lease in the manner stated in
Paragraph 28 hereof, or Landlord may enter said Leased
Premises as the agent of Tenant by force or otherwise,
without being liable in any way therefor and relet the
Leased Premises with or without any furniture that may be
therein as the agent of Tenant, at such price and upon
such terms and for such duration of time as Landlord may
determine, and receive the rent therefor applying the
same to the payment of the rent due by these presents,
and if the full rental herein provided shall not be
realized by Landlord over above the expenses to Landlord
of such reletting, Tenant shall pay any deficiency.
INSOLVENCY 28. It is agreed between the parties hereto that; if
Tenant shall be adjudicated a bankrupt or an insolvent or
take the benefit of any federal reorganization or
composition proceeding or make a general assignment or
take the benefit of any insolvency law; or if Tenant's
leasehold interest under this Lease shall be sold under
any execution or process of law; or if a trustee in
bankruptcy or a receiver be appointed or elected or had
for Tenant (whether under Federal or State laws); or if
said Premises shall be abandoned or deserted; or if
Tenant shall fail to perform any of the terms,
provisions, covenants or conditions of this Lease on
Tenant's part to be performed; or if this Lease or the
Term thereof be transferred or pass to or devolve upon
any persons, firms, officers or corporations other than
Tenant by death of the Tenant, operation of law or
otherwise; then and in any such event, at the option of
Landlord, the total remaining unpaid Base Rental for the
Term of this Lease shall become due and payable or this
Lease and the Term of this Lease shall expire and end
five (5) days after Landlord has given Tenant written
notice (in the manner hereinafter provided) of such act,
condition or default and Tenant hereby agrees immediately
then to pay said Base Rental or quit and surrender said
Leased Premises to Landlord; but this shall not impair or
affect Landlord's right to maintain summary proceedings
for the recovery of the possession of the Leased Premises
in all cases provided for by law. If the Term of this
Lease shall be so terminated, Landlord may immediately,
or at any time thereafter, re-enter or repossess the
leased Premises and remove all persons and property
therefrom without being liable for trespass or damages.
LIEN FOR 29. Tenant hereby pledges and assigns to Landlord as
PAYMENT OF security for the payment of any and all rental or other
RENT sums or amounts provided for herein, all of the
furniture, fixtures, goods and chattels of Tenant
which shall or may be brought or put on or into said
Leased Premises, and Tenant agrees that said lien may be
enforced by distress, foreclosure or otherwise, at the
election of the Landlord. Tenant hereby expressly waives
and renounces for himself and family any and all
homestead and exemption rights he may now have or
hereafter acquire under or by virtue of the constitution
and laws of the State of Florida or of any other state,
or of the United States, as against the payment of said
rental or any other obligation or damage that may accrue
under the Terms of this Lease.
WAIVER OF 30. Failure of Landlord to declare any default
DEFAULT immediately upon occurrence thereof, or delay in
taking any action in connection therewith, shall not
waive such default, but Landlord shall have the right to
declare any such default at any time and take such action
as might be lawful or authorized hereunder in law and/or
in equity. No waiver by Landlord of a default by Tenant
shall be implied, and no express waiver by Landlord shall
affect any default other than the default specified in
such waiver and that only for the time and extension
therein stated.
No waiver of any term, provision, condition or
covenant of this Lease by landlord shall be deemed to
imply or constitute, a further waiver by Landlord of any
other term, provision, condition or covenant of this
Lease. In addition to any rights and remedies
specifically granted Landlord herein, Landlord shall be
entitled to all rights and remedies available at law and
in equity in the event that Tenant shall fail to perform
any of the terms, provisions, covenants or conditions of
this Lease on Tenant's part to be performed or fails to
pay Base Rental, Additional Rental or any other sums due
Landlord hereunder when due. All rights and remedies
specifically granted to Landlord herein, by law and in
equity shall be cumulative and not mutually exclusive.
RIGHT OF 31. Landlord, or any of his agents shall have the
ENTRY right to enter the Leased Premises during all reasonable
hours to examine the same or to make such repairs,
additions or alterations as may be deemed necessary for
the safety, comfort, or preservation thereof, or to said
Building, or to exhibit said Leased Premises at any time
within one hundred eighty (180) days before the
expiration of this Lease. Said right of entry shall
likewise exist for the purpose of removing placards,
signs, fixtures, alterations, or additions which do not
conform to this Lease. Landlord shall have the right to
enter the premises at any time whatsoever in the event of
an emergency.
NOTICE 32. Any notice given Landlord as provided for in this
Lease shall be sent to Landlord by certified mail
addressed to Landlord; Hand Delivered or Tele-faxed to
Landlord's Management Office in the building. Any Notice
given to LANDLORD must also be given to LANDLORD'S
Mortgagee, Wachovia Securities, its Successors and
Assigns ALTIMA, Wachovia Securities as Servicer, X.X. Xxx
000000, Xxxxxxxxx, XX 00000-0000. Any notice to be given
Tenant under the terms of the Lease, unless otherwise
stated herein, shall be in writing and shall be hand
delivered or Tele-faxed to the office of Tenant in the
Building. Either party, from time to time, by such
notice, may specify another address to which subsequent
notice shall be sent. Either party, from time to time, by
such notice, may specify another address to which
subsequent notice shall be sent.
LANDLORD 33. All automobile parking areas, driveways, entrances
CONTROLLED and exits thereto, Common Areas, and other facilities
AREAS furnished by Landlord, including all parking areas, truck
way or ways, loading areas, pedestrian walkways and
ramps, landscaped areas, stairways, corridors, and other
areas and improvements provided by Landlord for the
general use, in common, of tenants, their officers,
agents, employees, servants, invitees, licensees,
visitors, patrons and customers, shall be at all times
subject to the exclusive control and management of
Landlord, and Landlord shall have the right from time to
time to establish, modify and enforce rules and
regulations with respect to all facilities and areas and
improvements, to police same, from time to time to change
the area, level and location and arrangement of parking
areas and other facilities herein above referred to, to
restrict parking by and enforce parking charges (by
operation of meters or otherwise) to tenants, their
officers, agents, invitees, employees, servants,
licensees, visitors, patrons and customers; to close all
or any portion of said areas or facilities to such extent
as may in the opinion of Landlord's counsel be legally
sufficient to prevent a dedication thereof or the accrual
of any rights to any person or the public therein; to
close temporarily all or any portion of the public areas,
Common Areas or facilities: to discourage nontenant
parking to charge a fee for visitor and/or customer
parking, and to do and perform such other acts in and to
said areas and improvements as, in the sole judgement of
Landlord, the Landlord shall determine to be advisable
with a view to the improvement of the convenience and use
thereof by tenants, their officers, agents, employees,
servants, invitees, visitors, patrons, licensees and
customers. Landlord will operate and maintain the Common
Areas and other facilities referred to in such reasonable
manner as Landlord shall determine from time to time.
Without limiting the scope of such discretion, Landlord
shall have the full right and authority to designate a
manager of the parking facilities and/or Common Areas and
other facilities who shall have full authority to make
and enforce rules and regulations regarding the proper
operation and maintenance of the parking areas and/or
Common Areas and other facilities. Reference in this
paragraph to parking areas and/or facilities shall in no
way be construed as giving Tenant hereunder any rights
and/or privileges in connection with such parking areas
and/or facilities unless such rights and/or privileges
are expressly set forth in paragraph 17 hereof.
CONDITION OF 34. Tenant agrees to surrender to Landlord, at the end
PREMISES ON of the Term of this Lease and/or upon any cancellation of
TERMINATION this Lease, said Leased Premises in as good condition as
OF LEASE AND said Leased Premises were at the beginning of the Term of
HOLDING OVER this Lease, ordinary wear and tear, and damage by fire or
other casualty not caused by Tenant's negligence
excepted. Tenant agrees that if Tenant does not surrender
said Leased Premises to Landlord at the end of the Term
of this Lease the Tenant will pay to Landlord double the
amount of the current rental for each month or portion
thereof that Tenant holds over plus all damages that
Landlord may suffer on account of Tenant's failure to so
surrender to Landlord possession of said Leased Premises,
and will indemnify and save Landlord harmless from and
against all claims made by any succeeding Tenant of said
Leased Premises against Landlord on account of delay of
Landlord in delivering possession of said Leased Premises
in accordance herewith or otherwise.
No receipt of money by Landlord from Tenant after
termination of this Lease or the service of any notice of
commencement of any suite or final judgement for
possession shall reinstate, continue or extend the Term
of this Lease or affect any such notice, demand, suit or
judgement.
No act or thing done by Landlord or its agents during
the Term hereby granted shall be deemed an acceptance of
a surrender of the Leased Premises, and no agreement to
accept a surrender of the Leased Premises shall be valid
unless it be made in writing and subscribed by a duly
authorized officer or agent of Landlord.
OCCUPANCY 35. Tenant shall be responsible for and shall pay
TAX before delinquency all municipal, county or state taxes
assessed during the Term of this Lease against any
occupancy interest or personal property of any kind,
owned by or placed in, upon or about the Leased Premises
by the Tenant.
SIGNS 36. Landlord shall have the right to install signs on
the interior or exterior of the Building and Leased
Premises and/or change the Building name or street
address.
TRIAL BY JURY 37. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they
hereby do waive trial by jury in any action, proceeding
or counterclaim brought by either of the parties hereto
against the other on any matters arising out of or in any
way connected with this Lease, the relationship of
Landlord and Tenant, and Tenant's use or occupancy of the
Premises. Tenant further agrees that it shall not
interpose any counterclaim or counterclaims in a summary
proceeding or in any action based upon non-payment of
rent or any other payment required of Tenant hereunder.
RELOCATION OF 38. Landlord expressly reserves the right at
TENANT Landlord's sole cost and expense to remove Tenant from
the Leased Premises and to relocate Tenant in some other
space of Landlord's choosing of approximately the same
dimensions and size within the Building, which other
space shall be decorated by Landlord at Landlord's
expense. Landlord shall have the right, in Landlord's
sole discretion, to use such decorations and materials
from the existing Premises, or other materials so that
the space in which Tenant is relocated shall be
comparable in its interior design and decorating to the
Premises from which Tenant is removed. Nothing herein
contained shall be construed to relieve Tenant or imply
that Tenant is relieved of the liability for or
obligation to pay any Base Rent or Additional Rent due by
reason of the provisions of paragraph(s) 3 and 4 of this
Lease, the provisions of which paragraph shall be applied
to the space in which Tenant is relocated on the same per
square foot basis as said provisions were applied to the
Premises from which Tenant is removed. Tenant agrees that
Landlord's exercise of its election to remove and
relocate Tenant shall not terminate this Lease or release
Tenant, in whole or in part, from Tenant's obligation to
pay the rents and perform the covenants and agreements
hereunder for the full Term of this Lease. If Landlord
relocates Tenant to another space on the same floor,
Landlord shall pay all reasonable expenses associated
with moving including telephones and computers. If
Landlord relocates Tenant to another floor Landlord shall
pay in addition to moving expenses, reasonable expenses
for changing stationary and literature to reflect new
address.
CROSS 39. If the term of any lease, other than this Lease,
DEFAULT made by Tenant for any other space in the Building shall
be terminated or terminable after the making of this
Lease because of any default by Tenant under such other
lease, such default shall, ipso facto constitute a
default hereunder and empower Landlord at Landlord's sole
option, to terminate this Lease as herein provided in the
event of default.
INVALIDITY OF 40. If any term provision, covenant or condition of
PROVISION this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease or the
application of such term provision, covenant or condition
to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected
thereby and each term, provision, covenant or condition
of this Lease shall be valid and be enforceable to the
fullest extent permitted by law. This Lease shall be
construed in accordance with the laws of the State of
Florida.
TIME OF 41. It is understood and agreed between the parties
ESSENCE hereto that time is of the essence of all there terms,
provisions, covenants and conditions of this Lease.
MISCELLANEOUS 42. The terms Landlord and Tenant as herein contained
shall include singular and/or plural, masculine, feminine
and/or neuter, heirs, successors, executors,
administrators, personal representatives and/or assigns
wherever the context so requires or admits. The terms,
provisions, covenants and conditions of this Lease are
expressed in the total language of this Lease Agreement
and the paragraph headings are solely for the convenience
of the reader and are not intended to be all inclusive.
Any formally executed addendum to or modification of this
Lease shall be expressly deemed incorporated by reference
herein unless a contrary intention is clearly stated
therein.
EFFECTIVE 43. Submission of this instrument for examination does
DATE not constitute an offer, right of first refusal,
reservation of or option for the Leased Premises or an
other space or premises in, on or about the Building.
This instrument becomes effective as a Lease upon
execution and delivery by both Landlord and Tenant.
ENTIRE 44. This lease contains the entire agreement between
AGREEMENT the parties hereto and all pervious negotiations leading
thereto, and it may be modified only by an agreement in
writing signed by Landlord and Tenant. No surrender of
the Leased Premises, or of the remainder of the terms of
this Lease, shall be valid unless accepted by Landlord in
writing. Tenant acknowledges and agrees that Tenant has
no relied upon any statement, representation,
prior written or contemporaneous oral promises,
agreements or warranties except such as are expressed
herein.
BROKERAGE 45. Tenant represents and warrants that it has dealt
with no broker, agent or other person in connection with
this transaction and that no broker, agent or other
person brought about this transaction, other than NONE
and Tenant agrees to indemnify and hold Landlord harmless
from and against any claims by any other broker, agent or
other person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with
regard to this leasing transaction. The provisions of
this paragraph shall survive the termination of this
Lease.
FORCE 46. Neither Landlord nor Tenant shall be required to
MAJEURE perform any term, condition, or covenant in this Lease so
long as such performance is delayed or prevented by force
majeure, which shall mean acts of God, labor disputes
(whether lawful or not), material or labor shortages,
restrictions by any governmental authority, civil riots,
floods, and any other cause not reasonably within the
control of Landlord or Tenant and which by the exercise
of due diligence Landlord or Tenant is unable, wholly or
in part, to prevent or overcome. Lack of money shall not
be deemed force majeure.
ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF
IN WITNESS WHEREOF, the parties hereto, have signed, sealed and delivered this
Lease in triplicate at Dade County, Florida on the date and year first above
written.
LANDLORD: BISCAYNE CENTER, LLC.
WITNESSES:
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Title: VICE - PRESIDENT
-------------------------------
Date: 4/15/03
--------------------------------
TENANT: EPIXTAR MANAGEMENT CORP.
WITNESSES:
/s/ Xxxxxxx Xxxxxxx By /s/
---------------------------- ----------------------------------------
----------------------------
Title: President, Epixtar Management Corp.
------------------------------------
Date: 3/14/03
-------------------------------------
RULES AND REGULATIONS
The following Rules and Regulations, hereby accepted by Tenant, are
prescribed by Landlord to enable Landlord to provide, maintain, and operate, to
the best of Landlord's ability, orderly, clean and desirable premises, Building
and parking facilities for the Tenants therein at as economical a cost as
reasonably possible, and to regulate conduct in and use of said Premises,
Building and Parking facilities in such manner as to minimize interference by
others in the proper use of same by Tenant.
1. Tenant, its officers, agents, servants and employees shall not block or
obstruct any of the entries, passages, doors, elevators, elevator
doors, hallways or stairways of Building or garage, or place, empty or
throw any rubbish, litter, trash or material of any nature into such
areas, or permit such areas to be used at any time except for ingress
or egress of Tenant, its officers, agents servants, employees, patrons,
licensees, customers, visitors or invitees.
2. The movement of furniture, equipment, machines, merchandise or
materials within, into or out of the Leased Premises, Building or
parking facilities shall be restricted to time, method and routing of
movement as determined by Landlord upon request from Tenant and Tenant
shall assume all liability and risk to property, Premises and Building
in such movement. Tenant shall not move furniture, machines, equipment,
merchandise or materials within, into or out of the Building, Leased
Premises or garage facilities without having first obtained a written
permit from Landlord twenty-four (24) hours in advance. Safes, large
files, electronic data processing equipment and other heavy equipment
or machines shall be moved into Leased Premises, Building or parking
facilities only with Landlord's written consent and placed where
directed by Landlord.
3. No sign, door plaque, advertisement or notice shall be displayed,
painted or affixed by Tenant, its officers, agents servants, employees,
patrons, licensees, customers, visitors, or invitees in or on any part
of the outside or inside of the Building, garage facilities or Leased
Premises without prior written consent of Landlord and then only of
such color, size, character, style and materials and in such places as
shall be approved and designated by Landlord. Signs on doors and
entrances to Leased Premises shall be placed thereon by a contractor
designated by Landlord and paid for by Tenant.
4. Landlord will not be responsible for lost or stolen property,
equipment, money or any article taken from Leased Premises, Building or
parking facilities regardless of how or when loss occurs.
5. No additional locks shall be placed on any door or changes made to
existing locks in Building without the prior written consent of
Landlord. Landlord will furnish two keys to each lock on doors in the
Leased Premises and Landlord, upon request of Tenant, shall provide
additional duplicate keys at Tenant's expense. Landlord may at all
times keep a pass key to the Leased Premises. All keys shall be
returned to Landlord promptly upon termination of this Lease.
6. Tenant, its officers, agents, servants or employees shall do no
painting or decorating in Leased Premises, or xxxx, paint or cut into,
drive nails or screw into or in any way deface any part of Leased
Premises or Building without the prior written consent of Landlord. If
Tenant desires signal, communication, alarm or other utility or service
connection installed or changed, such work shall be done at expense of
Tenant, with the approval and under the direction of Landlord.
7. Landlord reserves the right to: (i) close the Building at 6:00 PM,
subject, however, to Tenant's right to admittance under regulations
prescribed by Landlord, and to require the persons entering the
Building to identify themselves and establish their right to enter or
to leave the Building; (ii) close all parking areas between the hours
of 9:00 PM and 7:00 AM during week days; (iii) close all parking areas
on weekends and holidays.
8. Tenant, its officers, agents, servants and employees shall not permit
the operation of any musical or sound producing instruments or device
which may be heard outside Leased Premises, Building or parking
facilities, or which may emanate electrical waves which will impair
radio or television broadcasting or reception from or in Building.
9. Tenant, its officers, agents, servants, and employees shall, before
leaving Leased Premises unattended, close and lock all doors and shut
off all utilities; damage resulting from failure to do so shall be paid
by Tenant. Each Tenant before the closing of the day and leaving the
said Leased Premises shall see that all blinds and/or draperies are
pulled and drawn.
10. All plate and other glass now in Leased Premises or Building which is
broken through cause attributable to Tenant, its officers, agents,
servants, employees, patrons, licensees, customers, visitors or
invitees shall be replaced by and at expense of Tenant under the
direction of Landlord.
11. Tenant shall give Landlord prompt notice of all accidents to or defects
in air conditioning equipment, plumbing, electric facilities or any
part or appurtenance of Leased Premises.
12. The plumbing facilities shall not be used for any other purpose than
for which they are constructed, and no foreign substance of any kind
shall be thrown therein, and the expense of any breakage, stoppage, or
damage resulting from a violation of this provision shall be borne by
Tenant, who shall or whose officers, employees, agents, servants,
patrons, customers, licensees, visitors or invitees shall have caused
it.
13. All contractors and/or technicians performing work for Tenant within
the Leased Premises, Building or parking facilities shall be referred
to Landlord for approval before performing such work. This shall apply
to all work including, but not limited to, installation of telephones,
telegraph equipment, electrical devices and attachments, and all
installations affecting floors, walls, windows, doors, ceiling,
equipment or any other physical feature of the Building, Leased
Premises or parking facilities. None of this work shall be done by
Tenant without Landlord's prior written approval.
14. No showcases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls,
corridors or vestibules without the prior written consent of Landlord.
15. Glass panel doors that reflect or admit light into the passageways or
into any place in the Building shall not be covered or obstructed by
the Tenant, and Tenant shall not permit, erect, and/or place drapes,
furniture, fixtures, shelving, display cases or tables, lights or signs
and advertising devices in front of or in proximity of interior and
exterior windows, glass panels, or glass doors providing a view into
the interior of the Leased Premises unless same shall have first been
approved in writing by Landlord.
16. Canvassing, soliciting and peddling in the Building or parking
facilities is prohibited and each Tenant shall cooperate to prevent the
same. In this respect, Tenant shall promptly report such activities to
the Building Manager's office.
17. There shall not be used in any space, or in the public halls of the
Building, either by any Tenant or by jobbers or others, in the delivery
or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and side guards.
18. The work of Landlord's janitors or cleaning personnel shall not be
hindered by Tenant after 5:30 PM and such work may be done at any time
when the offices are vacant. The windows, doors and fixtures may be
cleaned at any time. Tenant shall provide adequate waste and rubbish
receptacles, cabinets, bookcases, map cases, etc., necessary to prevent
unreasonable hardship to Landlord in discharging its obligation
regarding cleaning service. In this regard, Tenant shall also empty all
glasses, cups and other containers holding any type of liquid
whatsoever.
19. In the event Tenant must dispose of crates, boxes, etc., which will not
fit into office wastepaper baskets, it will be the responsibility of
Tenant with Landlord's assistance to dispose of same. In no event shall
Tenant set such items in the public hallways or other areas of Building
or parking facilities, excepting Tenant's own Premises, for disposal.
20. Tenants are cautioned in purchasing furniture and equipment that the
size is limited to such as can be placed on the elevator and will pass
through the doors of the Leased Premises. Large pieces should be made
in parts and set up in the Leased Premises. Landlord reserves the right
to refuse to allow to be placed in the Building any furniture or
equipment of any description which does not comply with the above
conditions.
21. Tenant will be responsible for any damage to the Leased Premises,
including carpeting and flooring, as a result of rust or corrosion of
file cabinets, roller chairs, metal objects or spills of any type of
liquid.
22. If the Premises demised to any Tenant become infested with vermin, such
Tenant, at its sole cost and expense, shall cause its premises to be
exterminated from time to time, to the satisfaction of Landlord, and
shall employ such exterminators therefor as shall be approved by
Landlord.
23. Tenant shall not install any antenna or aerial wires, or radio or
television equipment, or any other type of equipment, inside or outside
of the Building, without Landlord's prior approval in writing, and upon
such terms and conditions as may be specified by Landlord in each and
every instance.
24. Tenant shall not advertise the business, profession or activities of
Tenant in any manner which violates the letter or spirit of any code of
ethics adopted by any recognized association or organization pertaining
thereto, or use the name of the Building for any purpose other than
that of the business address of Tenant or use any letterheads,
envelopes, circulars, notices advertisements, containers or wrapping
material, without Landlord's express consent in writing.
25. Tenant, its officers, agents, employees, servants, patrons, customers,
licensees, invitees and visitors shall not solicit business in the
Building's parking facilities or Common Areas, nor shall Tenant
distribute any hand bills or other advertising matter in automobiles
parked in the Building's parking facilities.
26. Tenant shall not conduct its business in such manner as to create any
nuisance, or interfere with, annoy or disturb any other tenant in the
Building, or Landlord in its operation of the Building or commit waste
or suffer or permit waste to be committed in the Leased Premises,
Building or parking facilities. In addition, Tenant shall not allow its
officers, agents, employees, servants, patrons, customers, licensees
and visitors to conduct themselves in such manner as to create any
nuisance or interfere with, annoy or disturb any other tenant in the
Building or Landlord in its operation of the Building or commit waste
or suffer or permit waste to be committed in the Leased Premises,
Building or parking facilities.
27. Tenant, its officers, agents, servants or employees shall not install
or operate any refrigerating, heating or air conditioning apparatus or
carry on any mechanical operation or bring into Leased Premises,
Building or garage facilities any inflammable fluids or explosives
without written permission of Landlord.
28. Tenant, its officers, agents servants or employees shall not use Leased
Premises, Building or garage facilities for housing, lodging or
sleeping purposes or for the cooking or preparation of food, without
the prior written consent of the Landlord.
29. Tenant, its officers, agents, servants, employees, patrons, licensees,
customers, visitors or invitees shall not bring into garage facilities,
Building or Leased Premises or keep on Leased Premises any fish, fowl,
reptile, insect, or animal or any bicycle or other vehicle without the
prior written consent of Landlord, wheel chairs and baby carriages
excepted.
30. Neither Tenant nor any officer, agent, employee, servant, patron,
customer, visitor, licensee or invitee of any Tenant shall go upon the
roof of the Building without the written consent of the Landlord or the
authorization of the Heliport administration.
31. Tenant's employing laborers or others outside of the Building shall not
have their employees paid in the Building, But shall arrange to pay
their payrolls elsewhere.
32. Tenant, its officers, agents, servants, employees, patron's licenses,
visitors and invites shall not smoke in the common areas of the
Building.
33. Tenants, its officers and employees shall not park in visitors parking
areas of Building.
34. Tenants, its officers and employees shall comply with all reasonable
recycling regulations dictated by Dade County and Landlord.
FIRST ADDENDUM
ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH floors of the building known as BISCAYNE CENTRE,
located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000.
This First Addendum (the "Addendum") is hereby incorporated into and made a part
of such Standard Lease. Unless set forth in this Addendum to the contrary, the
terms set forth herein shall have the same meaning as set forth in the Standard
Lease, and to the extent of any conflict between the terms and conditions of the
Standard Lease and this Addendum, the terms and conditions of this Addendum
shall prevail. The Standard Lease, Addendum, and any other documents executed in
connection therewith are collectively referred to herein as the "Lease" or
"Lease Agreement."
47. RENT COMMENCEMENT
"Base Rent" at the rate of NINETEEN DOLLARS AND 62/100 ($19.50) per rentable
square foot per annum, shall commence when; (i) "Expansion Space A" or
"Expansion Space B" or; (ii) "Expansion Premise A" and "Expansion B" are deemed
ready for occupancy. Rent shall commence however on only the "Expansion Space"
completed. By way of example and without limiting the generality of the
foregoing; (i) if "Expansion Space A" is completed without" Expansion Space B"
being completed rent shall commence on "Expansion Space A" only. If "Expansion
Premise B" is completed before "Expansion Space A" is complete then rent shall
commence on" Expansion Premise B" only; (iii) if "Expansion Space A and B" are
both completed at the same time then rent shall Commence on "Expansion Space A
and B" simultaneously. TENANT shall pay rent on the Original Premises at a
rate of $19.50 per annum until the improvements are completed.
48. BASE RENT
TENANT agrees to pay LANDLORD a total "Base Rental" of ONE MILLION SEVEN HUNDRED
SIXTY SEVEN THOUSAND FOUR HUNDRED THREE AND 40/100 DOLLARS' ($1,767,403.40,
without any offset or deduction whatsoever, in lawful (legal tender for public
or private debts) money of the United States of America, at the Management
Office of the building or elsewhere as designated from time to time by
LANDLORD's written notice to TENANT, said total "Base Rental" shall be paid as
follows:
1. The Annual Base Rental Rate for year one (1) shall be THREE HUNDRED
TWENTY SEVEN THOUSAND SEVEN HUNDRED NINETY FIVE DOLLARS AND NO/100
($327,795.00) in equal monthly installments of TWENTY SEVEN THOUSAND
THREE HUNDRED SIXTEEN DOLLARS AND 25/100 ($27,316.25) which is computed
at a Base Rental Rate of NINETEEN DOLLARS AND 50/100 $19.50 per
rentable square foot.
2. The Annual Base Rental Rate for year two (2) shall be THREE HUNDRED
FORTY THOUSAND TWO HUNDRED THIRTY FOUR DOLLARS AND 40/100 ($340,234.40)
in equal monthly installments of TWENTY EIGHT THOUSAND THREE HUNDRED
FIFTY TWO DOLLARS AND 87/100 ($28,352.87) which is computed at a Base
Rental Rate of TWENTY DOLLARS AND 24/100 ($20.24) per rentable square
foot.
3. The Annual Base Rental Rate for year three (3) shall be THREE HUNDRED
FIFTY THREE THOUSAND TEN DOLLARS AND NO/100 ($353,010.00 in equal
monthly installments of TWENTY NINE THOUSAND FOUR HUNDRED SEVENTEEN
DOLLARS AND 50/100 ($29,417.50)which is computed at a Base Rental Rate
of TWENTY ONE DOLLARS AND NO/100 ($21.00) per rentable square foot.
4. The Annual Base Rental Rate for year four (4) shall be THREE HUNDRED
SIXTY SIX THOUSAND TWO HUNDRED EIGHTY NINE DOLLARS AND 90/100
($366,289.90) in equal monthly installments of THIRTY THOUSAND FIVE
HUNDRED TWENTY FOUR DOLLARS AND 16/100 ($30,524.16) which is computed
at a Base Rental Rate of TWENTY ONE DOLLARS AND 79/100 ($21.79) per
rentable square foot.
5. The Annual Base Rental Rate for year five (5) shall be THREE HUNDRED
EIGHTY THOUSAND SEVENTY FOUR DOLLARS AND 10/100 ($380,074.10) in equal
monthly installments of THIRTY ONE THOUSAND SIX HUNDRED SEVENTY TWO
DOLLARS AND 84/100 ($31,672.84) which is computed at a Base Rental Rate
of TWENTY TWO DOLLARS AND 61/100 ($22.61) per rentable square foot.
49. LEASED PREMISES
The Leased Premises shall consist of three (3) areas; (i) the Original Premise
consisting of approximately 5844 rentable square feet, hereinafter referred to a
Original Premise; (ii) "Expansion Space A" consisting of approximately 1726
rentable square feet hereinafter referred to as "Expansion Spaces A" and; (iii)
"Expansion Spaces B" consisting of approximately 9240 rentable square feet,
hereinafter referred to as "Expansion Spaces B". SEE EXHIBIT B
50. LEASE COMMENCEMENT
This Lease shall Commence when "Expansion Space A and B" or "Expansion Space A"
or "Expansion Space B" is ready for Occupancy by the TENANT "Lease
Commencement". For the purpose of this Paragraph, the "Expansion Spaces A & B"
shall be deemed substantially completed and ready for occupancy by TENANT when
LANDLORD'S Supervising Architect certifies that the LANDLORD'S work has been
substantially completed in accordance with the plans and specifications approved
by LANDLORD and TENANT. By way of example; and without limiting the generality
of the foregoing; (i), if "Expansion Space A or B" shall be constructed
separately and deemed ready for occupancy the Lease shall Commence; then the
lease shall commence when the "Expansion Spaces B" is deemed ready for
Occupancy.
51. INSURANCE
In addition to any other insurance required to be procured by TENANT pursuant to
the terms and conditions of the Lease, this Addendum, and/or any documents
executed in connection therewith, TENANT shall be obligated to obtain and keep
in full force and effect, throughout the term of the Lease, including any
options or renewals thereof, at TENANT'S sole cost and expense: (i)
comprehensive general public liability insurance in companies maintaining a
rating of at least A+ under the "Best" published ratings or similar ratings and
publications if Best is no longer published to afford protection in an amount
equal to THREE MILLION ($3,000,000.00) DOLLARS combined single limit for bodily
injury and property damage; (ii) "all risk" property insurance covering TENANT'S
property, improvements and betterments, alterations and any other property for
which TENANT is legally liable or which was installed by on or behalf of TENANT,
in an amount equal to the full replacement value thereof; and (iii) workmen's
compensation insurance, as required by law. Such insurance shall name LANDLORD
and' LANDLORD'S mortgagee as additional insurers/loss payees thereunder. All of
the aforementioned policies shall (i) provide that they may not be changed,
amended, reduced, canceled, or allowed to lapse except after thirty (30) days
prior written notice from the insurance company to LANDLORD. Each of such
policies shall be written by companies maintaining a rating of at least A+ under
the "Best" published ratings or similar rating and publications if Best is no
longer published.
TENANT shall provide LANDLORD with duly executed certificates of insurance upon
issuance thereof and a certificate evidencing any renewal or replacement thereof
shall be delivered to LANDLORD not less than ten (10) days prior to expiration
and/or cancellation of the policy. The minimum limits of any insurance coverage
required in this paragraph 51 shall not limit TENANT'S liability under the
lease.
52. DEFAULT
A. EVENTS OF DEFAULT
Upon the happening of one or more of the events set forth below, in
subparagraphs 1. through 9. inclusive, TENANT shall be in default of this Lease,
and LANDLORD shall have all the rights and remedies hereinafter set forth:
1. In the event TENANT shall not pay rent or any other amounts due
hereunder at the time and in the manner stated: or
2. In the event TENANT fails to pay when due any rent or other amounts
payable under this Lease three (3) or more times in any period of
twelve (12) consecutive months; or
3. In the event TENANT shall suffer to be filed against TENANT an
involuntary petition in bankruptcy or shall be adjudged a voluntary or
involuntary bankrupt; or
4. In the event TENANT shall make an assignment for the benefit of
creditors; or
5. In the event there should be appointed a receiver or other court
officer to take charge of TENANT'S property either in the State Courts
or in the Federal Courts and such receivership is not dismissed within
thirty (30) days from such appointment; or
6. In the event TENANT removes, attempts to remove, or permits to be
removed from the Premises, except in the usual course of TENANT'S trade
or business, the goods, furniture, effects or other property of TENANT
brought thereon; or
7. In the event TENANT, before the expiration of the term of this Lease,
including options, extensions and renewals hereof, and without the
written consent of LANDLORD, vacates the Premises or abandons the
possession thereof, or uses the same for purposes other than the
purposes for which the same are leased or ceases to use the Premises
for the purposes herein expressed; or
8. In the event any persons or entities performing work or services for
and/or at TENANT'S request file or record any mechanic's or other liens
against the Premises or the Building or any property belonging to
LANDLORD or its agents; or
9. In the event TENANT shall fail to keep and perform any other condition,
stipulation or agreement herein contained on the part of TENANT to be
observed, kept and performed for more than seven (7) days after written
notice thereof is given by LANDLORD to TENANT specifying the nature of
such default, or if the default so specified shall be of such a nature
that the same cannot be reasonably cured or remedied within such seven
(7) day period, if TENANT shall not in good faith have commenced the
curing or remedying of such default within such seven (7) day period
and shall not thereafter continuously and diligently proceed therewith
to completion.
B. REMEDIES OF LANDLORD
1. Upon the happening of any such event or events as set forth in
paragraph 52 above, LANDLORD shall, in addition to all its available
remedies at law and/or equity, have the right to declare this Lease in
default and/or breach based upon such event or events, and thereafter:
(a) Have the right to immediately re-enter the Premises, either by
summary proceedings, or other means, other than force and to
dispossess TENANT and all other occupants therefrom and remove
and dispose of all property therein in the manner provided in
subparagraph 4., below and without LANDLORD being deemed
guilty of trespass or becoming liable for any loss or damage
which may be occasioned thereby; or
(b) Have the right, at its option, to terminate this Lease upon
seven (7) days written notice to TENANT and to thereafter
re-enter and take possession of the Premises with or without
legal process; but not by means of force or
(c) Have the right, at its option, from time to time, without
terminating this Lease, to re-enter and relet the Premises, or
any; part thereof, with or without legal process, as the agent
and for the account of TENANT upon such terms and conditions
as LANDLORD shall deem advisable or satisfactory, in which
event the rents received on such re-letting shall be applied
first to the expenses of such re-letting and collection
including without limitation, necessary renovations and
alterations of the Premises, reasonable attorney's fees,
and/or any real estate commissions paid, and thereafter toward
payment of all sums due or to become due to LANDLORD
hereunder, and if a sufficient sum shall not thus be realized
or secured to pay such sums and other charges, (i) at
LANDLORD'S option, TENANT shall pay to LANDLORD any deficiency
monthly, notwithstanding LANDLORD may have received rental in
excess of the rent stipulated in this Lease in previous or
subsequent months, and LANDLORD may bring an action therefor
as such monthly deficiency, shall arise, or (ii) at LANDLORD'S
option, the entire deficiency which is subject to
ascertainment for the remaining term of this Lease, shall be
immediately due and payable, provided, however, that nothing
contained herein shall be construed to require LANDLORD to
re-enter and re-let in any event, and LANDLORD shall not, in
any event, be required to pay TENANT any surplus or any sums
received by LANDLORD on a re-letting of the Premises in excess
of the rent and other amounts provided in this Lease.
2. Upon the happening of any such event or events as set forth in
paragraph 52 above, LANDLORD shall, in addition to all its available
remedies hereunder and/or at law and/or equity, have the right to
declare this Lease in default and/or breach based upon such event or
events, and thereafter, at its option, declare the rents and other
amounts due for the entire remaining term immediately due and payable
without regard; to whether or not possession shall have been
surrendered to or taken by LANDLORD, and commence an action immediately
thereupon and recover judgment therefor.
3. LANDLORD may, in its sole discretion, at any time after (a) LANDLORD
reasonably believes that TENANT vacates or abandons the Premises, (b)
LANDLORD obtains a judgment for the removal of TENANT, and/or (c)
TENANT defaults under the terms and conditions of this Lease, re-enter
the Premises for the purposes of exhibiting the same to prospective
purchasers or tenants or otherwise without such re-entry constituting a
forfeiture of the rents or other charges to be paid under this Lease,
including without limitation, accelerated rents, and the covenants,
agreements and conditions to be kept and performed by the TENANT, for
the full term of this Lease, including renewals and extensions, if any,
and without such re-entry constituting any type of surrender
whatsoever.
4. LANDLORD, in addition to any other remedies it may have available
hereunder and/or at law and/or equity, shall have the right to remove
all or any part of TENANT'S property from the Premises and any
property removed may be stored in any public warehouse or elsewhere at
the cost of, and for the account of, TENANT, and LANDLORD shall not be
responsible for the care or safekeeping thereof, and TENANT hereby
waives any and all loss, destruction or other damage or injury which
may be occasioned by any of the aforesaid acts. In the event TENANT
shall fail to timely advise LANDLORD of the disposition of the
aforesaid property, and make suitable arrangement therefor, including
payment of sums incurred in connection therewith, TENANT agrees that
LANDLORD may thereafter dispose of said property in accordance with the
provisions of applicable law.
5. No re-entry or taking of possession of the Premises by LANDLORD, as
herein above provided, shall be construed as an election on LANDLORD'S
part to terminate this Lease unless written notice of such intention is
given to TENANT. Notwithstanding any reletting without termination, as
herein above provided, LANDLORD may, at all times thereafter, elect to
terminate this Lease for such previous default or breach. Any re-entry
or retaking of possession, as herein above provided, shall be allowed
by TENANT without hindrance, and LANDLORD shall not be liable in
damages for any such re-entry or retaking of possession, or guilty of
trespass or forcible entry.
6. Any rents and other amounts which may be due LANDLORD, whether by
acceleration or otherwise as herein above provided, shall include Base
Rental and percentage rent, if any, and any other rents or sums payable
to LANDLORD under this Lease.
7. Any and all rights, remedies and options hereunder shall be cumulative
and in addition to and without waiver of or in derogation of any right
or remedy given LANDLORD at law and/or equity, whether in effect now or
hereafter in effect.
8. In the event that TENANT fails to promptly and fully perform and comply
with each and every term, provision, covenant, agreement, undertaking
or condition under this Lease and the matter is turned over to
LANDLORD'S attorneys, TENANT shall pay LANDLORD'S attorney's fees and
costs, whether or not suit is brought, and if suit is brought, at
pre-trial, trial, post-judgment, and appellate levels.
53. RETURNED CHECKS
If at any time during the term of this Lease, including options, renewals and
extensions thereof, if any, any payment by check for rent or other amounts due
under this Lease is returned due to insufficient funds or for any other reason
whatsoever, then LANDLORD shall have the right, in its sole discretion, to
require any future payments of rent or other amounts due under this Lease to be
made to LANDLORD by cash or cashier's check, and LANDLORD, in addition to any
other rights and remedies under this Lease and/or at law and/or equity, shall be
entitled to charge TENANT for any expenses incurred by reason of any such
returned check. Any failure by LANDLORD to insist upon payment of a specific
installment of rent or other amounts due under this Lease to be made by cash or
cashier's check shall not be deemed a waiver of LANDLORD'S right to require a
future installment thereof to be made by cash or cashier's check at any time
whatsoever, regardless of whether any further checks are returned for
insufficient funds or any other reason whatsoever.
54. JUDICIAL CONSTRUCTION
Should any provision of the Lease, this Addendum, and/or any documents executed
in connection therewith require judicial or other interpretation or
construction, it is agreed that the court or fact finder interpreting or
construing same shall not apply a presumption that the terms shall be more
strictly construed against one party or the other by reason of the rule of
construction that a document is to be construed more strictly against the party
who through itself or through its agents prepared the document. It is
acknowledged and agreed that the agents and attorneys of the undersigned have
participated in the preparation and negotiation of the Lease, this Addendum and
any documents executed in connection therewith.
55. RADON GAS
"Radon is a naturally occurring radioactive gas that when it has accumulated in
a building in sufficient quantities, it 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."
56. DUAL AGENCY DISCLOSURE STATEMENT
TENANT warrants and represents that, to TENANT'S knowledge, there is no Real
Estate Broker involved in this lease, and that TENANT has had no dealings with
any Real Estate Broker or salesman in the negotiation of this Lease and TENANT
shall indemnify, release and hold LANDLORD harmless from and against any and all
damages, fines, penalties, liabilities, and expenses, including without
limitation, attorney's fees, whether or not suit is brought, and if suit is
brought, at pre-litigation, trial, post-judgment, and appellate levels, which
may arise or be claimed against LANDLORD and/or its agents or employees,
incurred in connection with or in' any way relating to any claim for
commissions, fees, compensation or otherwise, by any broker or salesperson
whatsoever or any communications or negotiations with any broker or salesperson
concerning this Lease and/or the consummation thereof, the premises or any other
premises in the building. The provisions of this paragraph shall survive the
termination of this lease.
57. HAZARDOUS MATERIALS
Tenant shall not use or permit the use of the Premises for the generation,
storage, treatment, use, transportation or disposal of any chemical, material or
substance which is regulated as toxic or hazardous or exposure to which is
prohibited, limited, or regulated by any federal, state, county, regional, local
or other governmental authority; or which, even if not so regulated, may or
could pose a hazard to the health and safety of the other tenants and occupants
of the Landlord's property or adjacent property. In the event of any use in
violation of this provision Tenant will remove, or cause to be removed, such
material at its own expense, and will indemnify LANDLORD, its officers, agents,
successors and assigns from and against any loss, cost, damage, liability or
expense (including attorneys' fees and disbursements) arising by reason of any
clean up, removal, remediation, detoxification action or any other activity
required or recommended by any governmental authority in connection with such
violation or as a result of or in connection with the act or omission of Tenant
or persons within Tenant's control or the breach of this lease by TENANT or
persons within TENANT'S control. Tenant's liability for such indemnification is
not limited by any exculpatory provision in this Lease, and shall survive any
cancellation or termination of this Lease or transfer of Landlord's interest in
the Premises.
58. LIMITATION AND DURATION OF LIABILITY
Notwithstanding anything now or hereafter contained in the Complete Lease to the
contrary, Tenant agrees and acknowledges that Tenant shall look solely and only
to Landlord's interest in the Building in the event of any default or breach by
Landlord with respect to any of the terms and provisions of the Complete Lease
on the part of the' Landlord to be performed or observed and/or any other act,
omission and/or negligence of Landlord; and no other assets whatsoever of
Landlord shall be subject to liability, levy, execution or other judicial
process or award for the satisfaction of Tenant's claim(s) of any kind or sort
whatsoever. The term "Landlord" as used in the Complete Lease shall be limited
to mean and include only the owner or owners of the Premises at the time in
question, and in the event of any sale, assignment, conveyance and/or other
transfer of the Premises, Landlord (and in case of any subsequent transfers or
conveyances, the grantor) shall be automatically freed and relieved, from and
after the date of such sale, assignment, conveyance and/or other transfer, of
all liability and/or obligation in the Complete Lease and/or any matter
pertaining thereto. The terms of this paragraph shall survive a termination or
expiration of the Complete Lease and/or any other matter.
59. NON-LIABILITY
Landlord shall not be liable for any loss or damage to any property of Tenant or
any others located in the Premises and/or any other portion of the Building, by
theft or otherwise, irrespective of the cause of such damage or loss, unless due
to the gross negligence of Landlord. Without limiting the terms of the
immediately preceding sentence, Landlord shall not be liable to Tenant and/or
anyone else for any loss, costs, fines, causes of action, or damage that may be
occasioned by or through (1) the negligence, omissions or other acts of Tenant,
other tenants or occupants, and/or any other persons or entities and/or (ii) any
operations in the construction of any private, public or quasi-public work.
Landlord shall not be liable for any damage to Tenant, any of Tenant's property,
the Premises, and/or any other property, and/or injury or death to any persons,
resulting from fire, explosion, falling plaster, sprinklers, steam, gas,
electricity, water, rain or leaks from any part of the Premises, the Building
and/or elsewhere or from the pipes, appliances, or plumbing works and/or any
bursting thereof or from the roof, ceiling, street, or subsurface or from any
other place or by dampness or by any other cause of whatsoever nature. Without
limiting any other terms of the Complete Lease, Landlord shall not be liable for
latent defects in construction of the Premises and/or any of the Building.
Notwithstanding anything contained in the Complete Lease to the contrary, in no
event shall Landlord be liable for any incidental or consequential damages. In
no event shall Landlord be liable for any interruption or failure in the supply
of any utility or other service to the Premises and/or the Building.
Landlord shall have no obligation to provide any security whatsoever for the
Premises and/or the Building, and Landlord shall not be liable for any personal
injuries, property damage, theft and/or other damage or loss occurring on or
about the Premises, the real property on which the Building is located, the
common areas, parking! areas, and/or any other portions of the Building and/or
related on and off-site facilities, and Landlord shall not be liable for any
damage or loss of any nature whatsoever to, or any theft of, automobiles or
other vehicles located within such parking areas and/or other facilities or any
contents therein, while in or about the same. Landlord has no liability for
providing and/or discontinuing any security whatsoever and if Landlord provides
security, no liability for personal injuries, property damage, theft and/or
other damage or loss shall arise in any event upon so providing such security
and Landlord may, in its absolute discretion, without incurring any liability by
reason thereof, discontinue same at any time.
The terms and conditions of this paragraph 59 shall survive a termination or
expiration of the Complete Lease and/or any other event.
60. TENANT IMPROVEMENTS
LANDLORD shall at LANDLORD'S expense construct the premises according to the
plans, Building Standards and specifications which shall be approved by LANDLORD
and TENANT and attached hereto and incorporated herein as "Exhibit B" and made a
part of this Lease. Tenant shall pay all extra (over standard) tenant
improvements.
Tenant shall pay Tenant's Contribution to the Landlord by cash payment within
ten (10) days after receipt by Tenant of the general contractor's progress
reports or requests for payment. Tenant shall not be entitled to object to the
amount of the cost so long as the amount is consistent with the original Budget
and approved change orders. Landlord shall pay Landlord's Contribution to the
general contractor by cash payment within ten (10) days after receipt by
Landlord of progress reports, or within such other time period as may be agreed
upon by Landlord and the general contractor.
Tenant's failure to pay any sums required to be paid by Tenant pursuant to this
paragraph 60 within the aforesaid time period shall constitute a default under
the Lease, entitling Landlord to exercise any and all remedies as would be
available to Landlord upon the nonpayment of rent.
61. ADDITIONAL RENT (OPERATING EXPENSES)
Suite 301 is 4,006 rentable square feet and Tenant's proportionate share shall
be 2.62%. The Base Year will be 2002.
Suite 306 is 1,176 rentable square feet and Tenant's proportionate share shall
be .77%. The Base Year will be 2002.
Suite 308 is 662 rentable square feet and Tenant's proportionate share shall be
..43%. The Base Year will be 2002.
Suite 312 is 1,726 rentable square feet and Tenant's proportionate share shall
be 1.13%. The Base Year will be 2003.
Suite 700 is 7,661 rentable square feet and Tenant's proportionate share shall
be 5.01 %. The Base Year will be 2003.
Suite 770 is 1,579 rentable square feet and Tenant's proportionate share shall
be 1.03%. The Base Year will be 2003.
62. RESERVE PARKING
LANDLORD grants to TENANT the use of the reserved parking spaces on the first
(1st) and second (2nd) floors of the TENANT'S parking area in the parking garage
at a charge of $65.00 per space, to TENANT during the term of this Lease.
LANDLORD agrees to attempt to provide TENANT with parking spaces in addition to
those guaranteed in Paragraph 17 of the Lease until such time as they can no
longer be provided due to increased building demand.
63. SIGNAGE
o LANDLORD grants to TENANT the right to install an exterior sign on the
Third floor of the LANDLORD'S property at TENANT'S expense. Said sign
shall; (i) conform to all Governmental regulations and requirements;
(ii) the size shall be twenty-five (25') square feet or less per side
and style shall be approved by LANDLORD and TENANT; (iii) the sign
shall not inhibit LANDLORD'S option to add additional TENANTS to
Signage or install separate Signage.
o Upon the expiration of the existing rights of existing tenants for
exterior signage, LANDLORD grants to TENANT the right to relocate said
exterior sign to the Seventh floor of the LANDLORD'S property at
TENANT'S expense once TENANT exceeds 19,040 cumulative square feet in
the Building. Said sign shall; (i) conform to all Governmental
regulations and requirements; (ii) the size shall be twenty-five (25')
square feet or less per side and style shall be approved by LANDLORD
and TENANT; (iii) the sign shall not inhibit LANDLORD'S option to add
additional TENANTS to Signage or install separate Signage.
o LANDLORD grants to TENANT the right to install a interior sign off the
elevators on the Seventh Floor, on the LANDLORD'S property at TENANT'S
expense.
64. RIGHT OF FIRST REFUSAL
Provided this Lease is not otherwise in default:
LANDLORD grants to TENANT the one time Right of First Refusal to Negotiate on
all vacant space, which rights will be subject to the rights of existing
tenants, located on the Third (3rd) and Seventh (7th) floor.
TENANT shall be entitled to rent said space in accordance with the terms and
conditions of this Lease at the prevailing Rental Rate as specified in this
Lease.
TENANT shall have five (5) days after written notification by LANDLORD to notify
LANDLORD in writing of it's intention to exercise this Right of First Refusal.
65. GUARANTY
THE LEASE ("LEASE") DATED: April 15, 2003.
BETWEEN: BISCAYNE CENTRE, LLC., as Landlord and EPIXTAR MANAGEMENT CORP,
as Tenant
In order to induce the aforesaid Landlord to enter into the foregoing
Leased for other valuable considerations, the receipt whereof is hereby
acknowledged, EPIXTAR CORP, a publically traded corporation domiciled in State
of Florida ("Guarantor") hereby represents that the Tenant is wholly owned
subsidiary of EPIXTAR CORP, and hereby makes the following guaranty and
agreement ("Guaranty") with and in favor of Landlord and its representatives and
assigns. All defined terms herein not otherwise defined, shall have the meaning
as set forth in the above referenced Lease.
1. In consideration of Landlord entering into and executing the Lease
with the Tenant the undersigned Guarantor guarantees to Landlord the full and
faithful performance of all the terms of the Lease including, but not limited
to, the payment of any and all rent, additional rent and other monetary amounts
("Total Rent") due to landlord pursuant to the terms of the Lease. This
guarantee is absolute and unconditional and is a guarantee of payment and not of
collection. The parties hereto waive all notice of non-payment, non-performance,
non-observance or proof, or notice, or demand, whereby to charge the undersigned
therefor, all of which the undersigned expressly waives and expressly agrees
that the validity of this Agreement, and the obligation of the Guarantor hereto
shall in no way be terminated, affected or impaired by reason of the assertion
by Landlord against Tenant of any of the right or remedies reserved by Landlord
pursuant to the performance of the within Lease. The undersigned further
covenants and agrees that this guarantee shall remain and continue in full force
and effect, as to any renewal, modification or extension of this Lease and
during any period when tenant is occupying the premises as a "statutory tenant".
As a further inducement to Landlord to make this Lease and in consideration
thereof, Landlord and the undersigned covenant and agree that in any action or
proceeding brought by either Landlord or the undesigned against the other on any
matters whatsoever arising out of, under, or by virtue of the terms of the
Lease; or of this Guaranty that Landlord and the undersigned shall and does
hereby waive trial by jury. Further, Guarantor hereby agrees that it shall in no
matter interpose any counterclaim of whatever nature or description whatsoever
in any proceeding brought by landlord and/or tenant relating to the Demised
Premises or in connection with any action, relating to the lease or this
Guaranty.
2. The undersigned unconditionally guarantees that all work performed
by or account of Tenant at any time during the term of this Lease shall be fully
completed, free and clear of all liens, violations and encumbrances, and fully
paid for by Tenant. If Tenant shall default in payment, or does not timely and
fully complete its work free and clear of all liens, violation and encumbrances,
the undersigned will well and truly perform said payment and/or completion
and/or bond or discharge any lien, violation or encumbrance upon seven (7) days
notice from Landlord. The undersigned hereby agrees to indemnify and hold
Landlord harmless from any and all damages, including, but not limited to, legal
fees and costs incurred by landlord, arising from said failure to pay or fully
and timely complete or the occurrence of any said lien, violation or
encumbrance.
3. Landlord may bring and prosecute a separate action against
Guarantor's liabilities hereunder, whether or not any action is brought against
Tenant or any person and whether or not Tenant or any other person is joined in
any other action or actions. Nothing shall prohibit Landlord from exercising its
rights against Guarantor, Tenant, any security for the Lease or any other person
simultaneously or jointly and/or severally. Guarantor shall be bound by each and
every ruling, order and judgement obtained by Landlord against Tenant in respect
to the obligations, whether or not Guarantor is a party to the action or
proceeding in which such ruling, order to judgement is issued or rendered.
4. Guarantor irrevocably submits to the jurisdiction of any Florida
State or court sitting in Miami Dade County over any suit, action or proceeding
arising out of a default under the Lease, landlord shall have the option, in its
sole discretion, to lay the venue of any suit, action or proceeding in the
courts of the State of Florida or the United States of America for the State of
Florida, and irrevocably waives to the fullest extent permitted by Law, any
objection which it may now or hereinafter have to the laying of the venue of any
such suits, action or proceeding brought in such court and any claim that any
claim that any such suit; action or proceeding brought in an inconvenient form.
Guarantor agrees that a final judgement in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon Guarantor.
5. This Guaranty shall be construed in accordance with the Laws of the
State of Florida.
IN WITNESS WHEREOF, the undersigned has set his hand this 14th day of MARCH
2003.
Guarantor:
President, Epixtar Management Corp.
Social Security No. ###-##-####
President, Epixtar Corp.
STATE OF FLORIDA )
) ss.
COUNTY OF MIAMI DADE )
On the 14th day of March, 2003, before me personally came Xxxxxxx
Xxxxxx, Jr. to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that he executed the same.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Notary Public
XXXXXXX X. XXXXXXX
[NOTARY PUBLIC * MY COMMISSION # DD 178855
STATE OF FLORIDA EXPIRES: January 20, 2007
SEAL] Bonded Thru Budget Notary Services
BISCAYNE CENTER
00000 Xxxxxxxx Xxxx., Xxxxx Xxxxxxx
Proposed Suite 312
[GRAPHIC OMITTED]
EXHIBIT A
ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000.
BISCAYNE CENTER
00000 Xxxxxxxx Xxxx., Xxxxx Xxxxxxx
Global Asset Holdings, Inc.
Preliminary Space Plan
[GRAPHIC OMITTED]
EXHIBIT A
ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000.
BISCAYNE CENTER
00000 Xxxxxxxx Xxxx., Xxxxx Xxxxxxx
Global Asset Holdings, Inc.
Preliminary Space Plan
[GRAPHIC OMITTED]
EXHIBIT A
ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000.
ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000.
EXHIBIT B
WORK LETTER
1. Space planning and construction plans (including mechanical) for
improvements will be provided at Landlord's expense, including turnkey
build-out as set forth in this Work Letter.
2. Standard 8 foot high (ceiling height), interior drywall partitions,
including 4" Xxxxxx cove vinyl base and Xxxxxxxx Xxxxx professional
grade paint or equivalent. (Lessee shall select 1 vinyl base color and
1 paint color from Lessor's samples).
3. 8 foot high interior drywall partitions for all corridor walls, all
demising walls (wall separating each leased area) and all exterior
walls, including 4" Xxxxxx cove vinyl base and Xxxxxxxx Xxxxx
professional grade paint or equivalent, within leased area.
4. Solid core stain grade fire rated, paired door 3' x 8' mahogany with
Schlage stain chrome finish, lock set keyed to building master as the
front entrance door. The door levers shall be ADA compliant.
5. Solid core, paint grade interior single door 3' x 6'8" with passage
set satin chrome finish door, throughout the leased area. All door
levers shall be ADA compliant. Nine (9) interior doors shall have locks
provided.
6. Standard 2 foot by 4 foot, revealed edge white acoustical ceiling tile
in a white exposed grid system, at a minimum height of 8 foot,
throughout the leased area.
7. Standard 2 foot by 4 foot fluorescent light fixture, throughout the
leased area unless 2 foot by 2 foot is required.
8. Standard single phase, 110 volt 15 Amp, wall mounted, duplex
electrical receptacle throughout the leased area as depicted in the
attached plan, as well as providing all necessary switches and
receptacles as set forth on the attached plan.
9. Standard 26 oz. carpet throughout leased area (Lessee shall select 1
color of low pile carpet from Lessor's samples). Landlord shall provide
installation.
10. Upper and lower cabinetry with a sink in the lounge area. The flooring
will be vinyl.
11. Emergency lighting and exit lights per Miami Dade County Building Code.
12. Lessor will provide functional air conditioning, within the current
standard for the building, and include a thermostat within the
Premises.
EXCLUSION
The following items are excluded from LANDLORD'S responsibility and TENANT is
solely responsible for the following expenses:
o All Millwork (except kitchen cabinets)
o All ceramic, marble and granite tile (reception, bathroom and other areas)
o Carpet base (tenant to pay the difference between vinyl base price
and carpet) All Glass All plumbing and related expenses incurred due to
bathroom (X-ray Slab etc)
o Accordion Door or equivalent divider in conference room Tenant to pay extras
upon GC billing.
