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Exhibit 10.10
COMMERCIAL LEASE
THIS LEASE AGREEMENT, made and entered into this 12th day of March 1996,
between PPI HOLDING COMPANY, INC., a Florida corporation, hereinafter referred
to as the Lessor, and PERSONALIZED PROGRAMMING, INC., a Florida corporation,
hereinafter referred to as the Lessee.
WITNESSETH:
The Lessor hereby lets to the Lessee, and the Lessee hereby leases from
the Lessor, real property located in Alachua County, Florida, hereinafter
referred to as the "premises", more particularly described in Exhibit A
attached hereto and made part hereof, subject to the terms and provisions
hereinafter set forth.
1. Term. The term of this Lease shall be three (3) years, commencing
on April 1, 1996, and ending on March 31, 1999, both dates inclusive, unless
sooner terminated or extended as herein provided.
2. Rent. The Lessee shall pay to the Lessor the annual rent of Three
Hundred Twenty Thousand Two Hundred Eighty and 00/100 Dollars ($320,280.00)
(based on $10.00 per square foot, i.e., 32,028 square feet x $10.00 =
$320,280.00) as follows: Lessee shall pay to Lessor equal monthly installments
of Twenty-six Thousand Six Hundred Ninety and 00/100 Dollars ($26,690.00) each,
plus applicable state sales tax, in advance and without demand beginning April
1, 1996 and continuing through March 31, 1999. The rent shall be payable at
such place as the Lessor shall designate in writing.
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3. Net Rent. It is the intention of the Lessor and the Lessee that
the rent herein specified shall be net to the Lessor throughout the term of
this Lease, except as may be otherwise specifically provided in this Lease.
4. Utilities. The Lessee shall pay for all utilities furnished to the
premises, such as gas, electricity, and water and sewer service, all of which
shall be separately metered, and shall make all necessary utilities deposits.
Lessor shall not be responsible or liable for any interruption or failure of
utility service.
5. Insurance on Premises. Lessee shall be responsible for obtaining
fire and casualty insurance on the Premises in an amount not less than eighty
(80) percent of its full insurable value. Lessor shall be named as an insured
in such policies, and shall deliver appropriate evidence to Lessor annually as
proof that adequate insurance is in force. The policy shall require
notification of Lessor in the event of termination of the policy.
6. Licenses. Lessee shall be responsible for obtaining and
maintaining at its expense all licenses necessary and required for the
operation of the business or businesses conducted by the Lessee on the
premises.
7. Permitted Use and Compliance with Law. The Lessee shall not use
or permit the premises to be used for any illegal or improper purpose or permit
any disturbance, noise or annoyance whatsoever detrimental to the premises or
to adjoining properties or their occupants. The Lessee shall, at its own
expense, comply with all requirements of law and with all ordinances,
regulations and orders of any State, County, or other public authority
affecting the premises.
8. Lessor's Non-Liability and Lessee's Indemnification for Personal
Injury. Lessor shall not be liable to Lessee or its agents or employees or any
other person in the Leased
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Premises by Lessee's consent, invitation or license, express or implied, for
any damage to property or injury to or death of any person sustained by reason
of the condition of the Leased Premises or any part thereof, or arising from
the bursting or leaking of any water, gas, sewer or steam pipes, or due to any
act or neglect of a co-tenant or other occupant of the Premises or other person
therein, or due to any casualty or accident in or about the Premises,
irrespective of the cause of such damage or injury and whether or not caused, or
alleged to be caused, in whole or in part, by the joint or several negligence,
breach of contract, breach of warranty, or other breach of duty on the part of
Lessor, its agents or employees. No such occurrence shall be deemed to be an
actual or constructive eviction from the Leased Premises or result in an
abatement of rental. Lessee agrees to indemnify, hold harmless, and defend
Lessor from and against any losses, liabilities, damages, deficiencies,
demands, claims, and judgments, arising out of or related to any casualty or
accident as described above.
9. Right of Entry; Safeguarding. The Lessor and its representatives
may enter the leased property at any reasonable time for the purpose of
inspecting and exhibiting the premises, or to make repairs Lessor deems
appropriate.
10. Assignment and Subletting. The Lessee shall not assign this Lease
nor sublet or suffer or permit the premises or any part thereof to be used by
others without the prior written consent of the Lessor in each instance. Any
consent by the Lessor to any act of assignment or subletting shall be held to
apply only to the specific transaction thereby authorized. In the event of
default by the Lessee, the Lessor is hereby authorized to collect rents from
any undertenant or occupant who may be in possession of said premises or any
portion thereof, and, in such event, the Lessor shall apply the net amount so
received by it to the rent herein reserved.
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11. Surrender of Premises. On the last day of the term of this Lease
or on other termination thereof, the Lessee shall peaceably and quietly leave,
surrender, and yield up to the Lessor all and singular and demised premises, in
good order and repair, reasonable wear and tear and unavoidable casualty
excepted, together with all alterations, additions and improvements.
12. Alterations and Additions. Subject to the provisions set forth
below, and so long as Lessee is not in default, Lessee may at Lessee's expense
make non-structural alterations and additions to the premises (such as trade
fixtures, additional floor and wall coverings, additional lighting fixtures,
etc.) as Lessee deems necessary or desirable for the conduct of Lessee's
business, if and to the extent that they do not impair structural soundness,
and do not diminish the value of the premises, and are made in a good and
first-class workmanlike manner under skilled and competent supervision.
13. Permits. In making any alteration or addition, Lessee shall
obtain all applicable governmental permits and authorizations, and shall comply
fully with all applicable laws, ordinances, and governmental regulations, and
with all applicable requirements of insurers issuing insurance with respect to
the premises, and shall see that any additional hazard relating to construction
of the alteration or addition is fully covered by comprehensive liability
insurance for the protection of Lessor.
14. Attorneys' Fees. If at any time it shall be necessary for either
party to institute suit, or to retain an attorney to enforce the provisions of
this Lease, then the prevailing party shall be entitled to collect from the
other party all reasonable attorneys' fees, expenses, and other charges
incurred in so doing.
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15. Option to Renew. At the expiration of the original term specified
above, if this Lease shall then be in full force and effect and the Lessee
shall have fully performed all of its terms and conditions, the Lessee shall
have the option to renew this Lease for two (2) additional periods of one (1)
year each (the "renewal terms"), such option to be exercised in writing by the
Lessee not later than sixty (60) days prior to the expiration of the original
term or of the first renewal term. The annual rent for each renewal term shall
be an amount equal to the base annual rental for the preceding year as
increased by the ratio which the Consumer Price Index for the last preceding
calendar year bears to the Consumer Price Index for the year 1996. "Consumer
Price Index" is defined as the index designated "Consumer Price Index - U.S.
average on all items and commodity groups with 1967 equal to 100", as published
by the Bureau of Labor Statistics of the United States Department of Labor. The
additional annual rental in excess of the base annual rental due for each
renewal term by application of this formula shall be payable in equal monthly
installments along with one-twelfth (1/12th) of the base annual rental, said
additional payments to commence retroactively the first day of the lease year
in question, provided that Lessor shall provide Lessee with a statement of the
additional annual amount due and the method of computation of same. It is the
intention of this provision that the annual rental to be paid for each lease
year shall be adjusted upward so that the rental paid for each lease year shall
produce the same income compared to the cost of living which the base annual
rental would have produced in the year of 1996. If said Consumer Price Index
shall in the meantime be abolished, the rental shall be increased by the method
of computing the purchasing value of the dollar which may be established and
published as a substitute for the said Consumer Price Index, so that the
nearest equivalent basis
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for determining the cost of living shall be used for establishing the annual
rental to be paid during each subsequent lease year.
16. Notices. Any notice which either party to this Lease is required
to send to the other under any statutes, decision, or rule of law, or under any
provision of this Lease, or which either desires to send or give to the other,
shall be in writing any may be served personally or be enclosed in a sealed,
post-paid envelope and be sent by registered or certified United States mail,
to the last known address of the party to whom the notice is being given.
Such notice shall be deemed given as of the date delivered, if served
personally, or as of the date when deposited in any post office box regularly
maintained by the United States postal service, if mailed.
17. Successors and Assigns. The terms, covenants, conditions,
provisions and agreements contained in this Lease shall in every case apply to,
be binding upon, and inure to the benefit of the parties herein and their
respective successors and assigns; it being agreed, however, that no assignment
in violation of the provisions of this Lease shall vest any right or title in
or to this Lease or to the leasehold estate thereby created.
18. Partial Invalidity. If any term or provision of 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 or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby and such term
and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.
19. Estoppel Letters. At any time, and from time to time, upon not
less than fifteen (15) days prior written request by either party, the
receiving party shall execute, acknowledge,
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and deliver to the requesting party a statement in writing certifying whether
this Lease is unmodified and in full force and effect (or if there have been
modifications that the same is in full force and effect as modified) stating the
modifications and the dates to which the annual rent and other charges have
been paid and stating whether or not to the best knowledge of the signer of the
certificate, the requesting party is in default in performance of any other
covenants, agreements, or condition contained in this Lease and, if so,
specifying each such default of which the signer may have knowledge. It is
intended that any such statement furnished by the receiving party may be relied
upon by the requesting party or by any other person or persons having a valid
interest therein.
20. Landlord-Tenant Relationship. Nothing herein contained shall be
deemed or construed by the parties hereto, nor by any third party, as creating
the relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent nor any other provision contained herein, nor
any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of Lessor and Lessee.
21. Cumulative Rights. The various rights, powers, options, elections
privileges and remedies of each party, whether provided for in the special
clauses or elsewhere in this Lease, or whether provided by law or equity, are
cumulative and no one of them shall be construed as being exclusive or
restrictive of any other.
22. Non-Waiver. No waiver of any covenants or condition of this Lease
by either party shall be deemed to imply or constitute a further waiver of the
same covenants or condition or any other covenants or condition of this Lease.
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23. Construction of Language. The terms "Lease," "Lease Agreement,"
or "Agreement" shall be inclusive of each other, also to include renewals,
extensions, or modifications of the Lease. Words of any gender used in this
Lease shall be held to include any other gender, and words in the singular shall
be held to include the plural and the plural to include the singular when the
sense requires. The paragraph headings and titles are not a part of this Lease
and shall have no effect upon the construction or interpretation of any part
hereof.
24. Entire Agreement. This Lease contains and embodies the entire
agreement of the parties hereto, and no representations, inducements, or
agreements, oral or otherwise, between the parties not contained and embodied
herein shall be of any force or effect, and that same may not be modified,
changed or terminated, in whole or in part, orally or in any other manner than
by an agreement in writing duly signed by all of the parties hereto.
IN WITNESS WHEREOF, Lessee and Lessor have caused this instrument to be
executed as of the date first above written, by their respective officers or
parties thereunto duly authorized.
WITNESSES: PERSONALIZED PROGRAMMING, INC.,
a Florida corporation
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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AS TO LESSEE "LESSEE"
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PPI HOLDING COMPANY, INC., a Florida
corporation
/s/ Xxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxxx
--------------------------------- -----------------------------------
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As to Lessor "LESSOR"
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DESCRIPTION
Xxx 0 xx "Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxxx", a Planned Unit Development,
situated in Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of Alachua,
Alachua County, Florida, said tract of land being more particularly described
as follows:
Commence at a concrete monument at the southwest corner of said Section 18 for
a Point of Reference; thence run North 00 deg. 52 min. 29 sec. West, along the
west line of said Section 18, a distance of 1309.40 feet to a concrete
monument; thence run North 00 deg. 37 min. 51 sec. West, a distance of 18.80
feet to a concrete monument (No. I.D.) located at the southwest corner of
Woodland Oaks South Subdivision, a subdivision as per plat recorded in Plat
Book "J", page 72 of the Public Records of Alachua County, Florida; thence run
North 00 deg. 52 min. 52 sec. West, along the west line of said subdivision and
the west line of Woodland Oaks Subdivision, a subdivision as per plat recorded
in Plat Book "J", page 71 of said Public Records, a distance of 1386.22 feet to
a concrete monument (PLS 1772) found at the northwest corner of said Woodland
Oaks Subdivision; thence run North 89 deg. 20 min. 48 sec. East, along the
northerly line of said subdivision, a distance of 1165.89 feet to an
intersection of said northerly subdivision line with the easterly right-of-way
line of Woodland Drive (an 80 foot, non-dedicated right-of-way); thence run
North 00 deg. 53 min. 33 sec. West, along said easterly right-of-way line, a
distance of 2124.30 feet to an intersection of said easterly right-of-way line
with the southerly right-of-way line of County Road N.W. 22 (an 80 foot
right-of-way also known as X.X. 000xx Xxxxxx); thence run North 79 deg. 05 min.
20 sec. East, along said southerly right-of-way line a distance of 478.99 feet
to a found iron pipe (PLS 3456); thence run South 02 deg. 20 min. 55 sec. West,
a distance of 828.25 feet to a found concrete monument (PLS 3456); thence run
North 89 deg. 06 min. 17 sec. East, a distance of 671.55 feet to a found
concrete monument (PLS 3456); thence run North 00 deg. 54 min. 18 sec. West, a
distance of 986.29 feet to a found concrete monument (PLS 3456) located on the
aforementioned southerly right-of-way line of County Road NW-22; thence run
North 65 deg. 00 min. 43 sec. East, along the southerly line, a distance of
229.40 feet to a rebar and cap (PLS 3973) found at the beginning of a curve
concave to the southeast, said curve having a radius of 914.95 feet, a total
central angle of 24 deg. 23 min. 43 sec. and a chord bearing and distance of
North 77 deg. 12 min. 45 sec. East, 386.63 feet, respectively; thence run
northeasterly along said curve and said right-of-way line, an arc distance of
389.56 feet to a found rebar and cap (PLS 3973); thence run North 89 deg. 24
min. 26 sec. East along said southerly right-of-way line, a distance of 528.95
feet to a found concrete monument (No. I.D.); thence run South 00 deg. 33 min.
14 sec. East, a distance of 1249.39 feet to a set concrete monument (LB 4665)
located at the POINT OF BEGINNING; thence run North 89 deg. 08 min. 33 sec.
East, a distance of 1048.01 feet to a set concrete monument (LB 4665); thence
run South 00 deg. 26 min.
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ADDENDUM TO COMMERCIAL LEASE
THIS ADDENDUM, made and entered into as of March 12, 1996, supplements and
amends the Commercial Lease between PPI HOLDING COMPANY, INC., ("Lessor") and
PERSONALIZED PROGRAMMING, INC. ("Lessee"), dated March 12, 1996 (hereinafter
the "Original Agreement").
NOW THEREFORE, Lessor and Lessee further agree as follows:
1. This Addendum modifies and amends the Original Agreement, revoking portions
in whole and in part and creating additional covenants. Wherever
discrepancies, modifications or revocations appear, the agreements contained in
this Addendum shall prevail, any language in the Original Agreement to the
contrary notwithstanding. In all other respects the terms and conditions set
forth in the Original Agreement shall continue in full force and effect.
2. Maintenance and Repairs.
(a) The Lessee shall pay for all sewage disposal services, water, gas,
heat, electric current and other utilities furnished it or consumed
by it, in or upon the leased premises at rates set by local public
utility as approved by the public authority having jurisdiction, and
will keep the interior of the leased premises and appurtenances,
including without limitation fixtures and appliances, as well as the
landscape, road, driveway, and parking lot, in good order and repair,
and in a clean, safe and healthy condition (exception, however, all
repairs made necessary by reason of fire or other unavoidable
casualty) at its own cost and expense. Lessor warrants that water,
sewer and electric power are available at the leased premises at the
beginning of Lessee's obligation to pay rent hereunder.
(b) Lessor shall maintain the roof, exterior walls and structural
components of the buildings upon the leased premises in good condition.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum by a duly
authorized representative.
PPI Holding Company, Inc. Personalized Programming, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxx, President
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Exhibit 10.10 (cont'd)
This First Amendment to Lease (this "Amendment") dated as of November
__, 1996, is made by and between PPI Holding Company, Inc., a Florida
corporation ("Lessor"), and Personalized Programming, Inc., a Florida
Corporation ("Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and Lessee have heretofore entered into that certain
Commercial Lease dated as of March 12, 1996, which lease was supplemented by
that certain Addendum to Commercial Lease by and between Lessor and Lessee
dated as of March 12, 1996 (collectively, the "Lease"). Capitalized terms used
herein and not otherwise defined, shall have the meanings set forth in the
Lease; and
WHEREAS, Lessor and Lessee wish to amend the Lease as hereinafter
provided.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee hereby agree that the Lease shall be amended as
follows:
1. The first sentence of Paragraph 15 is amended by deleting it in
its entirety and replacing it with the following sentence: "At the expiration
of the original term specified above, if this Lease shall then be in full force
and effect and the Lessor and Lessee shall have fully performed all of their
respective terms and conditions, the Lessor and the Lessee shall have the
option to renew this Lease by mutual consent for two (2) additional periods of
one (1) year each (the "renewal terms"), such option to be exercised in writing
by both the Lessor and the Lessee not later than sixty (60) days prior to the
expiration of the original term or of the first renewal term."
2. This Amendment may be executed in several counterparts, each of
which when executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute but one and the same Amendment.
3. This Amendment and the Lease shall in all respects be governed
by, and construed in accordance with, the laws of the State of Florida,
including all matters of construction, validity and performance.
4. This Amendment may not be modified orally, but only by a
writing executed by both the Lessor and the Lessee.
5. The covenants, conditions and agreements contained in this
Amendment shall bind and insure to the benefit of the Lessor and the Lessee and
their respective legal representatives, successors and assigns, and shall not
be enforceable by or inure to the benefit of any third party.
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6. Except as provided herein, all provisions, terms and conditions
of the Lease shall remain in full force and effect. As amended hereby, the
Lease is ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
PPI Holding Company, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
Personalized Programming, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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