EXHIBIT 10.5
Exhibit "B"
MEMORANDUM OF COMMENCEMENT DATE
This MEMORANDUM OF COMMENCEMENT DATE (this "Memorandum") is executed as of
this 4th day of February, 1997, by and between 8700 Flagler, Ltd., a Florida
Limited Partnership, ("Landlord") and Omega Research, Inc., a Florida
Corporation ("Tenant").
WHEREAS, both parties hereby agree to enter into this Memorandum in order
memorialize the actual Commencement Date and the Actual Expiration Date of the
Lease for the rentable area on the Second Floor.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained in the Lease, the parties hereby agree as follows:
1. The Commencement Date of the Second Floor rentable area is February 17,
1997.
2. The Expiration Date of the Lease is August 16, 2002.
3. Unless otherwise specified, capitalized terms used in this Memorandum
shall have the same meanings as in the Lease.
4. This Memorandum embodies the entire agreement between Landlord and
Tenant with respect to the subject matter hereof, and all other terms
and conditions of the Lease shall remain unchanged and shall continue in
full force and effect. In the event of any conflict between the
provisions of the Lease and the provisions of this Memorandum, the
provisions of this Memorandum shall control and govern.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the
date first set forth above.
LANDLORD: TENANT:
8700 Flagler, Ltd., a Florida Omega Research, Inc.
Limited Partnership Banking Corporation
/s/ XXXX X. XXXXX /S/ XXXXXXXXX XXXX
--------------------------------------- ---------------------------
By: The Xxxxx Xxxxxx Commercial Real Xxxxxxxxx Xxxx, President
Estate Services Company, as Manager
Pursuant to authorization granted
by Landlord
Xxxx X. Xxxxx, CPM, RPA, President /S/ XXXXX XXXXXXXXXX
---------------------------
Attest:
THE
XXXXX XXXXXX
COMPANY
[LOGO]
8700 FLAGLER BUILDING, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000
(000) 000-0000 FAX: (000) 000-0000
March 20, 1997
Xx. Xxxxxxx X. Xxxx
President
Omega Research, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
RE: Omega Research Inc. Lease dated August 8, 1996
and Memorandum of Commencement dated February 4, 1997
Dear Xx. Xxxx:
As per your lease dated August 8, 1996 by and between 8700 Flagler Ltd., a
Florida Limited Partnership, as Landlord and Omega Research Inc., a Florida
Corporation, as Tenant, the former commencement date of your lease was December
1, 1996 and reflecting a termination date of 66 months thereafter as May 31,
2002.
As per your "Exhibit B" Memorandum of Commencement Date, dated February 4, 1997,
the new commencement date is February 17, 1997 and the termination date is
August 16, 2002.
Therefore, paragraph 49 of Addendum dated August 8, 1996, Rental Rate Schedule
is deleted in its entirety and the following shall be substituted in lieu
thereof.
TERM RENTAL MONTHLY TOTAL
RATE RENTAL RENTAL
02/17/97 - 07/16/99 $15.25 $21,971.44 $637,171.76
07/17/99 - 07/16/00 $15.50 $22,331.63 $267,979.56
07/17/00 - 07/16/01 $16.00 $23,052.00 $276,624.00
07/17/01 - 08/16/02 $16.50 $23,772.38 $309,040.94
TOTAL $1,490,816.26
Xx. Xxxxxxx X. Xxxx
March 20, 1997
Page Two
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Please signify your confirmation of the above by placing your signature below.
Sincerely,
8700 Flagler, Ltd.
By: /s/ XXXXXX XXXX
-----------------------------------
The Xxxxx Xxxxxx Commerical Real Estate
Services Company, as Manager
by: Xxxxxx Xxxx, Property Manager
APPROVED AND ACCEPTED:
BY: /S/ XXXXXXX X. XXXX
------------------------------------
Xxxxxxx X. Xxxx, President
Omega Research, Inc.
Date: 3/20/97
ER/fl
STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") made and
entered into this 8th day of August, 1996, by and between 8700 Flagler, Ltd., a
Florida Limited Partnership (hereinafter called "LANDLORD"), whose address for
purposes hereof is 0000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 and Omega
Research, Inc., a Florida Corporation (hereinafter called "TENANT" ), whose
address for purpose hereof is 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000-0000.
W I T N E S S E T H:
LANDLORD and TENANT agree to the following definitions for the defined terms
contained herein:
DEFINITIONS
a) "PREMISES" or "LEASED PREMISES" is hereby defined as: suite number 250
located in the Building and such Leased Premises being more particularly
described as approximately 17,289 square feet of Net Rentable Area (hereinafter
defined) located on the Second (2nd) floor of the Building.
b) BUILDING is hereby defined as The 8700 Flagler Building located at 0000 Xxxx
Xxxxxxx, Xxxxx, XX 00000.
c) BASE RENTAL is hereby defined as One Million Four Hundred Ninety Thousand
Eight Hundred Sixteen and 26/100 ($1,490,816.26) (being an annual Base Rental of
$_____ *_____ ) payable in equal monthly installments of ____ *_____ (plus
applicable sales tax) which is computed at a Base Rental Rate of $______*______
per rentable square foot per annum. LANDLORD upon execution of this Lease by
LANDLORD and TENANT, hereby acknowledges payment by TENANT of the sum of
Twenty-One Thousand Nine Hundred Seventy-One and 44/100 Dollars ($21,971.44**)
representing payment of rental 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 on the first of January, 1997.
* See Addendum Paragraph #49
** Plus Applicable State Sales Tax
d) LEASE TERM is hereby defined as being for a period of Sixty-Six Months,
commencing on December 1, 1996 * and terminating on May 31, 2002. * To be
adjusted in the event occupancy is not attained by 12/01/96. In such case, the
Lease Term shall be adjusted to reflect a 66 month lease term.
e) BASE YEAR is herein defined, as being calendar year 1997.
f) TENANT'S PROPORTIONATE SHARE to be paid by the TENANT for Operating Expenses
and Impositions (as hereinafter defined) is hereby defined to 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 approximately
129,655 rentable square feet. This percentage at the commencement of this Lease
is .1334%.
g) OPERATING EXPENSES, including Impositions for the Base Year, are hereby
defined as to be furnished when compiled.
h) Deleted
i) SECURITY DEPOSIT is hereby defined to be Forty-Six Thousand Seven Hundred
Ninety-Nine and 17/100 Dollars ($46,799.17) which TENANT has deposited
concurrently with LANDLORD upon the execution of the Lease by TENANT.
j) USE OR PURPOSE for which the TENANT will use and occupy the Lease Premises
shall be for the sole purpose of General Office use for software company
performing all functions necessary to the development,marketing, sale, support
and distribution of computer software programs.
k) HEAT AND AIR CONDITIONING during hours other than those specified in the
Lease shall be billed to the TENANT for such service at the rate of Twenty-Five
and 00/100 Dollars ($25.00) per hour per Floor or portion thereof.
l) PARKING SPACES in the Building parking areas leased to the TENANT at no
charge throughout the Term of the Lease on a non-assigned basis shall be 80
parking spaces. See Addendum Paragraph #51.
m) COOPERATING BROKER is hereby defined as Century 21 - Kenall Gables
Realty/7756 X. Xxxxxxx Xxxxx, Xxxxx, XX 00000.
n) Upon execution and delivery of this lease to LANDLORD, LANDLORD hereby
acknowledges payment by TENANT as follows:
First month's rent $21,971.44
Sales Tax 1,428.14
Security Deposit 46,799.17
Other --
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Total $70,198.75
==========
With the submission of this Lease for LANDLORD's consideration, TENANT also
includes a certificate of insurance as described in Paragraph 23.
TERMS
THE TERMS AND CONDITIONS OF THE STANDARD OFFICE BUILDING LEASE ATTACHED HERETO
ARE INCORPORATED BY REFERENCE AND MADE A PART HEREOF.
See Addendum Attached Hereto and Made a Part Hereof
IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this
Lease in quadruplicate at Dade County, Florida on the date and year first
written above.
LANDLORD: 8700 Flagler, Ltd., a Florida
Limited Partnership
By: The Xxxxx Xxxxxx Commercial Real Estate
Services Company, As Manager, pursuant to
authorization granted by LANDLORD
WITNESSES: /s/ ILLEGIBLE By: /s/ XXXX X. XXXXX
------------------- ---------------------------------------
Xxxx X. Xxxxx, President (SEAL)
/s/ ILLEGIBLE Attest: /s/ ILLEGIBLE
------------------- -----------------------------
Assistant Secretary
TENANT: Omega Research, Inc., a Florida
Corporation
WITNESSES: /s/ ILLEGIBLE By: /S/ XXXXXXXXX XXXX
------------------- ---------------------------------------
Xxxxxxxxx Xxxx, President (SEAL)
/S/ ILLEGIBLE XXXXXXXXX X. XXXX
------------------- ---------------------------------------
Print Name
---------------------------------------
Attest
Attachments: Guarantee of Lease
Exhibit A - Floor Plan
Standard Office Building Lease
Rules and Regulations
STANDARD OFFICE BUILDING LEASE
LEASED 1. Subject to and upon the terms, provisions, covenants
PREMISES and conditions hereinafter stated, and each in consideration of
the duties, covenant, and obligations of the other hereunder,
LANDLORD does hereby lease, demise and let to TENANT; and TENANT
does hereby lease, demise and let from LANDLORD those Leased
Premises as reflected on the floor plan attached hereto as
Exhibit "A" and made a part hereof.
The term "Net Rentable Area", as used herein, shall
refer to (i) a single tenancy floor, all space measured from the
inside surface of the outer glass of the Building to the inside
surface of the opposite outer glass of the Building, 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) a multi-tenancy floor, all
space with the inside surface of the outer glass enclosing
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, restrooms 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.
No deductions from Net Rentable Areas are made for
columns necessary to the Building. The Net Rentable Areas in the
Leased 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 herein previously
defined unless sooner terminated or extended as provided herein.
If LANDLORD is unable to give possession of the 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 reason, an abatement or diminution of the rent to be
paid hereunder shall be allowed TENANT under such circumstances
until possession is given to TENANT; and said abatement in rent
shall be the full extent of LANDLORD's liability to TENANT for
any loss or damage to TENANT because 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 of receipt from LANDLORD; 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 the approved plans
and specifications, and the leased premises are in such
conditions that Tenant can conduct business normally.
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, completed in
accordance with the approved plans, when possession was so
taken. *If TENANT, with LANDLORD's consent, shall occupy the
Leased Premises prior to the beginning of the Lease Term as
specified hereinabove, all provisions of this Lease shall be in
full force and effect commencing upon such occupancy; and rent
for such period shall be paid by TENANT at the same rate herein
specified. *Tenant shall notify Landlord within ten (10)
business days of occupancy of all items which are not completed
or repairs which need to be made and Landlord shall have thirty
(30) days within which to complete work or make repairs.
BASE RENT 3. TENANT agrees to pay LANDLORD the Base Rental without
demand in advance, in monthly installments on the first day of
each and every month during the Term. If the Term of the Lease
commences on any day of a month except for the first day, TENANT
shall pay LANDLORD Base Rental as provided for
herein for such commencement month on a prorated basis
(such proration to be based on the actual number 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. Base Rental for any
partial month of occupancy at the end of the Term of this Lease
shall be prorated, such proration to be based on the actual
number of days in the partial month.
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. However, nothing herein
shall be taken to require TENANT to pay any part of any federal
and state taxes on income imposed upon LANDLORD.
TENANT shall be required to pay LANDLORD interest on any
installment of Base Rental and additional rent, as hereinafter
provided, that remains unpaid for five (5) days after its due
date. Said interest shall be computed at the maximum legal rate
from the due date.
ADDITIONAL 4.A. In the event that the cost to LANDLORD for the
RENT Operating Expenses of the Building, as hereinafter defined,
during any calendar year of the Lease Term subsequent to the
Base Year shall exceed the cost to LANDLORD for the Operating
Expenses of the Building during the Base Year, TENANT shall pay
to LANDLORD as additional rent TENANT's Proportionate Share (as
such term is hereinabove defined) of the increase in such costs
for each calendar year, if any. The amount of such additional
rent, if any, shall be determined in accordance with the
following formula: 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
all expenses, costs and disbursements of every kind and nature
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 new capital improvements. By way of
explanation and clarification, these Operating Expenses shall
include, without limitation, the following:
1. 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.
2. All supplies and materials used in operation and
maintenance of the Building.
3. Cost of all utilities including water, sewer,
electricity, gas and fuel used by the Building and not
charged directly to another tenant.
4. Cost of customary building management, janitorial
services, trash and garbage removal, guard service,
painting, window cleaning, landscaping and gardening,
servicing and maintenance of all systems and equipment,
including but limited to, elevators, plumbing, heating,
air conditioning, ventilating, lighting, electrical,
security and fire alarms, fire pumps, fire extinguishers
and hose repair, cabinets, mail chutes, and staging; and
damage caused by fire or other casualty not otherwise
recovered including the deductibles applicable to any
insurance policies.
5. Cost of insurance for property, loss of rents,
casualty and other liability applicable to the Building
and LANDLORD's personal property used in connection
therewith.
6. The amortized cost of any capital improvement which
reduces the Operating Expenses.
In the event the Operating Expenses in any year after
the Base Year are reduced because of a capital improvement, then
the Operating Expenses for the Base Year shall be reduced
accordingly for the purpose of determining additional rent as
though such improvement or automation was in effect during the
Base Year.
LANDLORD shall notify TENANT 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) shall 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, commencing on the first day of
the first month following TENANT's receipt of such notification.
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. 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 objections with respect thereto within said
thirty (30) days of TENANT'S receipt of said statement. 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 and 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, 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. 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. LANDLORD agrees to maintain accounting books
and records reflecting Operating Expenses of the Building in
accordance with generally accepted accounting principles.
Additional rent, due by reason of the provisions of this
Subparagraph 4A for the final month 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 amount 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 Base Year's rate.
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, then TENANT shall pay to
LANDLORD, as additional rent, TENANT's Proportionate Share of
the Impositions for each calendar year, if any.
The term "Impositions" as used herein shall mean all
Impositions, tax 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
therefore, including all taxes whatsoever (except only those
taxes of the following categories: any inheritance, estate,
succession, transfer of gift taxes imposed upon LANDLORD or any
income taxes specifically payable by LANDLORD as a separate
taxpaying entity without regard to LANDLORD's income sources
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 of 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, 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) shall be the amount of TENANT's
Proportionate Share of increases in Impositions for the then
current calendar year; and TENANT shall pay such sum to LANDLORD
in equal monthly installments during the balance of said
calendar year, in advance on the first day of each month
commencing on the first day of the first month following
TENANT's receipt of such notification. 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 and 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
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
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 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 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 rent is to be charged;
but rent shall be collected at the Base Year's rate and adjusted
thereafter.
4C. It is the intention of the parties hereto to provide
that 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 Impositions and vice versa. In no event shall
the Base Rental be reduced by reason of decreases in Operating
Expenses and/or Impositions. This Paragraph shall survive the
termination of the Lease.
TIME OF 6. TENANT agrees that TENANT shall promptly pay said
PAYMENT/ rents (Base Rental and additional rent), at the time and
ACCELERATION place stated above; TENANT shall also pay charges for work
UPON DEFAULT 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 Fourteen
(14) days after written notice from LANDLORD to TENANT, LANDLORD
shall have the option, without further notice to TENANT, (in
addition to all other rights and remedies available to it by law
and in equity) of evicting TENANT and simultaneously
accelerating and declaring the balance of the entire rent for
the entire Term of the Lease to be immediately due and payable.
In the event of such acceleration upon default in payment,
TENANT shall remain liable for all expenses incurred by LANDLORD
and the full balance due on the Lease - subject only to credit
for rent received on reletting of premises and LANDLORD may
lease by distress or otherwise.
SECURITY 7. The Security Deposit shall be retained by LANDLORD as
DEPOSIT 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, covenant and
conditions of this Lease. It is agreed that LANDLORD, at
LANDLORD's 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 after any applicable cure period, and towards the
performance of 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 so to do; 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 however, in no event
shall the security deposit or any portion thereof due to Tenant
be returned later than thirty (30) days after the expiration of
the Term of this Lease. LANDLORD shall not be required to pay
TENANT any interest on said Security Deposit.
USE 8. TENANT shall use and occupy the Leased Premises for
the use or purpose as hereinbefore stated and for no other use
or purpose.
QUIET 9. Upon payment by TENANT of the rents herein provided,
ENJOYMENT and upon the observance and performance of all terms,
provisions, covenants and conditions on TENANT's part to be
observed and performed, TENANT shall, subject to all of the
terms, provisions, covenants and conditions of this Lease,
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 operations
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 for the protection
and welfare of Building and parking facilities, and the tenants,
visitors and occupants of the Building. 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
adopted from time to time by LANDLORD shall become a part of the
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, at TENANT's sole expense, shall comply with
REQUIREMENTS all laws, rules, orders, ordinances, directions, regulations and
requirements of federal, state, county and municipal authorities
pertaining to TENANT's use of the Premises and with the recorded
covenants, conditions and restrictions, regardless of when they
become effective, including, without limitation, all applicable
federal, state and local laws, regulations or ordinances
pertaining to air and water quality, Hazardous Materials (as
hereinafter defined), waste disposal, air emissions and other
environmental matters, all zoning and other land use matters,
utility availability, and with any duty imposed upon LANDLORD or
TENANT with respect to the use or occupation of the Premises.
SERVICES 13. LANDLORD shall furnish the following services to
TENANT:
(A) Cleaning services, deemed by LANDLORD to be normal
and usual in a comparable building, on Monday through Friday,
except that shampooing of carpet as required by TENANT shall be
at 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) Heat and air conditioning on Monday through Friday
from 8:30 A.M. to 9:00 P.M. Saturday 8:00AM - 3:00PM except
Memorial Day, Fourth of July, Labor Day, Thanksgiving Day,
Christmas Day and New Year's Day. LANDLORD shall also furnish
heat and air conditioning at such other times as are not
provided for herein, provided TENANT gives written request to
LANDLORD before 2:00 P.M. on the business day preceding the
extra usage and if TENANT requires heat and air conditioning
during such hours, TENANT shall be billed for such service at
the rate hereinbefore stated and said rate may be changed each
year with thirty (30) days prior written notice and not to
exceed 10% from the preceding year.
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 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 TENANT obtains
electric current. Any consumption of electric current in excess
of that normal and customary for this tenant, or which require
special circuits or equipment (the installation of which shall
be at TENANT's expense after approval in writing by LANDLORD),
shall be paid for by TENANT as additional rent paid to 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 TENANT is not
in default under any of the terms, provision, covenants, and
conditions of this Lease, subject to interruption caused by
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 TENANT or allowed by LANDLORD.
TENANT 14. It is understood and agreed between the parties
CHARGES 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. LANDLORD shall maintain in good order and repair the
BUILDING Building (excluding repairs to be made by TENANT), including
AND without limitation public areas, the parking areas, landscape
PREMISES areas, elevators, stairs, corridors, restrooms, the base
building heat, ventilating, air conditioning, mechanical,
plumbing, and electrical systems, and the structure itself,
including the roof, foundations, exterior walls, and glass
exterior surfaces of the Premises and the Building, all
structural members of the Building and all underground utility
lines serving the Building. Provided, however, the cost of any
repairs or maintenance to the foregoing necessitated by the
gross negligence of TENANT or its agents, contractors or
employees shall be reimbursed by TENANT to LANDLORD upon demand
as additional rent.
At its sole cost, TENANT shall maintain in good repair
and tenable condition, subject to normal wear and tear, casualty
and condemnation, that portion of the Premises within the
demising walls thereof, including any wall coverings and paint
on the interior side of the demising walls, below the ceiling
slab and above the floor slab, any tile, carpet or other floor
covering installed thereon, and including any systems or other
equipment below the floor or above the ceiling tile that was
installed for TENANT. TENANT's maintenance obligation shall
extend to all tenant improvements and contents within the
Premises. TENANT shall not be obligated to repair damage
resulting from the gross negligence of LANDLORD or its agents,
contractors, or employees.
TENANT shall make no structural alterations or
structural additions of any kind to the interior of the Premises
without first obtaining LANDLORD's written consent. TENANT, at
its sole cost, may make non-structural alterations or
non-structural additions within the Premises subject to the
following conditions:
a. TENANT shall give LANDLORD prior written notice of
its intention to make alterations, additions, or repairs.
b. LANDLORD reserves the right to approve the plans and
specifications for such alterations and additions, such approval
shall not be unreasonably withheld or delayed.
c. TENANT shall only use contractors who are approved by
LANDLORD, and such contractors shall be required to furnish
evidence of insurance coverage, including Public Liability,
Workers Compensation, and Automobile Liability coverage, as well
as any other coverage required by LANDLORD. The limits of such
coverage shall be no less than those required of TENANT. TENANT
shall cause such work to be performed in accordance with all
applicable building codes and other governmental regulations to
be completed and paid and shall discharge any and all liens or
claims of lien arising therefrom, or if TENANT disputes any such
lien or claim of lien, TENANT may post a bond to remove the lien
from the Premises in accordance with local statute. All such
work, including additions, fixtures, and improvements (but
excluding movable office furniture and equipment and other
personal property of TENANT) made or placed in or upon the
Premises by either TENANT or LANDLORD shall be and become
LANDLORD's property upon installation all without compensation
to TENANT.
MECHANIC 16. TENANT further agrees that TENANT shall pay all
LIENS liens of contractors, subcontractors, mechanics, laborers,
materialmen, and other items of like character, and shall
indemnify LANDLORD against all expenses, costs, and charges,
including bond premiums for release of liens and attorney's 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.
TENANT shall not have any authority to create any liens
for labor or materials on LANDLORD's interest in the Leased
Premises, and TENANT shall place all persons contracting with
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
Leased Premises, and all materialmen, contractors,
subcontractors, mechanics, and laborers on notice that they must
look only to TENANT and to TENANT's interest in the Leased
Premises to secure the payment of any xxxx for work done or
material furnished at the request or instruction of TENANT.
17. Pursuant to all of the terms, provisions, covenants
and conditions contained herein, for the Term of this Lease,
TENANT hereby leases from LANDLORD that number of parking spaces
specified herein in the Building parking areas.
TENANT agrees to hold LANDLORD harmless for damage to
the vehicles or personal property in vehicles that may occur
while the vehicles are parked in the parking areas of the
Building.
ESTOPPEL 18. TENANT agrees that from time to time, upon not less
AGREEMENT than ten (10) days prior request by LANDLORD, TENANT shall
deliver to LANDLORD 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) that 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 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 shall 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
See Addendum that is permitted to LANDLORD hereunder, plus an additional
Paragraph #52 period of thirty(30) days, and TENANT shall 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 mortgage now or hereafter encumbering the
Building. This provision shall be self-operative without the
execution of any further instruments. Notwithstanding the
foregoing, however, TENANT hereby agrees to execute any
instruments which LANDLORD may deem desirable to evidence the
subordination of this Lease to any and all such mortgages.
Failure to execute a subordination agreement within 10 days
after request from LANDLORD shall be deemed a default hereunder.
ATTORNMENT 20. If the interest of LANDLORD under this
Lease shall be transferred voluntarily or by reason of
foreclosure or other proceedings for enforcement of any 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 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 said attornment
to be effective and self-operative without the execution of any
further instruments upon the Purchaser succeeding to the
interest of the 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 interests, LANDLORD shall be released and relieved
from all liability and responsibility thereafter accruing to
TENANT under Lease or otherwise and LANDLORD's successor by
acceptance of rent from TENANT hereunder shall become liable and
responsible to TENANT in respect to all obligations of LANDLORD
under this Lease thereafter accruing.
ASSIGNMENT 21. Without the written consent of LANDLORD first
obtained in each case, which consent may not be unreasonably
withheld or delayed. TENANT shall not, voluntarily or
involuntarily, whether by operation of law or otherwise, 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 or any part thereof to be occupied
by other persons.
In lieu of consenting or not consenting, LANDLORD may,
at its option, (i) in the case of a proposed assignment of this
Lease or a proposed subletting of all of the Leased Premises,
terminate this Lease in its entirety, or (ii) in the case of a
proposed subletting of a portion of the Leased Premises,
terminate this Lease as to that portion of the Premises which
TENANT has proposed to sublet. In the event LANDLORD elects to
terminate this Lease pursuant to clause (ii) of this paragraph,
TENANT's obligation 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 which TENANT proposed to sublet
bears to the total Net Rentable Area of the Premises. If this
Lease is assigned or if the Leased Premises or any part thereof
is underlet or occupied by anybody other than TENANT,
voluntarily or involuntarily, whether by operation of law or
otherwise, LANDLORD may, after default by TENANT under this
Lease in the case of a sublease and at any time (whether or not
TENANT is in default under this Lease) in the case of an
assignment, collect or accept rent from the assignee,
undertenant
or occupant and apply the net amount collected or
accepted to the rent herein reserved; but such collection or
acceptance shall not be deemed a waiver of the foregoing
covenant or the acceptance of the assignee, undertenant or
occupant as TENANT hereunder; nor shall it be construed as or
implied to be a release of TENANT from the further observance
and performance by TENANT of the terms, provisions, covenants
and conditions herein contained.
In the event TENANT is a partnership, corporation or
See Addendum other firm or entity, any transfer of more than fifty percent
Paragraph #53 (50%) of the right, title or interest herein, existing as of the
date hereof, shall, for the purposes hereof, be deemed to be an
assignment. Fifty percent (50%) of any sums or other economic
considerations received by TENANT as a result of a subletting,
whether denominated rentals under the sublease or otherwise,
which exceed, in the aggregate, the total sums which TENANT is
obligated to pay LANDLORD under this Lease (prorated to reflect
obligations applicable to that portion of the Leased Premises
subject to such sublease) shall be payable to LANDLORD,
immediately following TENANT's receipt of the same, under this
Lease without affecting or reducing any other obligations of
TENANT hereunder and shall constitute additional rent. Fifty
percent (50%) of any sums or other economic considerations
received by TENANT as a result of an assignment of this Lease,
whether denominated rentals under the assignment or otherwise,
shall be payable to LANDLORD, immediately following TENANT's
receipt of the same under this Lease without affecting or
reducing any other obligations of TENANT hereunder and shall
constitute additional rent.
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 therein. All expressed covenants of this Lease shall be
deemed to be covenants running with the land.
HOLD HARMLESS 23. TENANT agrees to indemnify and hold harmless
AND TENANT'S LANDLORD against all claims or damages to persons or property by
INSURANCE reason of the use or occupancy of the Leased Premises by TENANT,
its agents, contractors or employees or invitees and to pay all
expenses incurred by LANDLORD in connection therewith including
attorney's fees and court costs, except in the case of gross
negligence on part of Landlord in common area maintenance.
LANDLORD shall not be liable to TENANT or to any person,
firm, corporation, or other business association claiming by,
through or under TENANT, for failure to furnish or for delay in
furnishing any services provided for in this Lease nor shall any
such failure or delay operate or relieve TENANT from the prompt
and punctual performance of each and all of the covenants to be
performed herein by TENANT; nor from any defects in the Premises
or Building; or from defects in the cooling, heating, electric,
water, elevator or other applicable apparatus or systems or
water discharge from sprinkler systems in the Building; nor for
theft, mysterious disappearance or loss of any property of
TENANT, water from the premises or any part of the Building, not
due to Landlord's gross negligence and provided that such
failure to provide in furnishing services is the result of
circumstances beyond Landlord's control.
Tenant shall at all times maintain the following
insurance coverage and amounts:
(i) Commercial General Liability Insurance, including
Contractual Liability coverage, relating to the Leased Premises
and its appurtenances on an occurrence basis with a minimum
limit of at least $1,000,000 per occurrence, $1,000,000
aggregate, including Personal Injury and Products/Completed
Operations. In addition before undertaking any alterations,
additions, improvements, construction or occupancy, TENANT shall
obtain public liability insurance and name LANDLORD and
LANDLORD's property manager as additional insured insuring
TENANT and LANDLORD (and its designees) against any liability
which may arise on account of such proposed alterations,
additions, improvements or construction on an occurrence basis
with a minimum single limit of at least $1,000,000.
(ii) Property insurance on an "all risk" basis including
but not limited to fire and lightning, extended coverage (all
risk of physical loss), vandalism and malicious mischief and
flood (if required by LANDLORD, any mortgagee or governmental
authority and if obtainable) in an amount adequate to cover the
full replacement cost of TENANT's personal property, the
property of others in the care, custody or control of TENANT,
and any improvements and betterments installed by TENANT and
loss of use (business interruption). TENANT and LANDLORD waive
any and all rights of recovery against each other for damage to
the aforementioned property and agree to obtain waivers of
subrogation in their respective property insurance policies.
(iii) Workers compensation insurance for statutory
limits including a minimum of $1,000,000 employer's liability
covering all persons employed, directly or indirectly, in
connection with any finish work performed by TENANT or any
repair or alteration authorized by this Lease or consented to by
LANDLORD, and all employees or agents of TENANT.
(iv) Automobile liability insurance to cover owned,
non-owned, and hired vehicles with a combined single limit of
not less than $1,000,000.
(v) Such other insurance as may be carried on the Leased
Premises and TENANT's operation thereof as may be required by
LANDLORD from time to time. The coverage afforded by such
insurance shall not limit TENANT's liability hereunder. If
TENANT fails to obtain and provide any or all of the aforesaid
insurance, then LANDLORD may, (but shall not be required to)
purchase such insurance on behalf of TENANT and TENANT shall, on
demand, reimburse LANDLORD for the cost of such insurance
together with interest thereof (from the date on which LANDLORD
paid such cost to the date on which TENANT reimburses LANDLORD
therefore) the maximum rate permitted by law and same shall
constitute additional rent. In case LANDLORD shall be made a
party to any litigation commenced against TENANT, then TENANT
shall protect and hold harmless and shall pay all costs and
reasonable attorney's fees incurred or paid by LANDLORD in
connection with such litigation and any thereof, regardless of
the initiation of court proceedings.
TENANT shall furnish LANDLORD certificates of insurance
certifying the above coverage. The certificates shall include
acknowledgment that the policies have been amended to provide
thirty (30) days notice of termination to LANDLORD and confirmed
that LANDLORD and LANDLORD's Property Manager are named as
Additional Insured.
Notwithstanding any contrary provision of this Lease,
TENANT shall look solely (to the extent insurance coverage is
not applicable or available) to the interest of LANDLORD in the
Building for the satisfaction of any judgement or the judicial
process requiring the payment of money as a result of any gross
negligence or breach of this Lease by LANDLORD or LANDLORD's
management agent and LANDLORD shall have no personal liability
hereunder of any kind.
ATTORNEYS' 24. If either party defaults in the performance of any
FEES of the terms, provisions, covenants and conditions 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, regardless of the initiation of court
proceedings, then in any of said events, the prevailing party
shall be entitled to reasonable attorney's 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.
DESTRUCTION 25. In the event the Leased Premises or portion thereof
OR DAMAGE shall be destroyed or so damaged or injured by fire or other
casualty, during the Term of the 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 one hundred eighty (180) days
therefrom.
LANDLORD agrees that, within sixty (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 one
hundred eighty (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.
Notwithstanding the foregoing, should damage or
destruction occur during the last twelve (12) 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 thirty
(30) days of the date of such damage or destruction. 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.
EMINENT 26. If there shall be taken during the Term of this
DOMAIN Lease, any portion 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, 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. If any part
of the Leased Premises is taken by condemnation or eminent
domain which renders the Premises unsuitable for its intended
use, 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. If all of the Leased Premises is
taken by condemnation or eminent domain, this Lease shall
terminate on the date possession is taken by the authority. All
sums awarded or agreed upon between LANDLORD and the condemning
authority for the taking of the interest of LANDLORD whether as
damages or as compensation, and whether for partial or total
condemnation, shall be the sole 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 shall refund
to TENANT any prepaid unaccrued 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 therefore 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
therefore, 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 and
above the expenses to LANDLORD of such reletting, TENANT shall
pay any deficiency. LANDLORD shall have all rights of
acceleration contained in Paragraph 6, upon abandonment by
TENANT. Moreover, any personalty remaining in the Premises may
be disposed of, without further notice to TENANT, in any manner
LANDLORD deems fit in its sole discretion, without any liability
or rent credit to TENANT.
DEFAULT 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 or state 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 TENANT, operation of the law or
otherwise; then and in any such events, at the option of
LANDLORD, the total remaining unpaid Base Rental for the Term of
this Lease shall become due and payable and the Term of this
Lease shall expire and end ten (10) 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. In addition, LANDLORD shall be entitled to all rights
and remedies available at law or in equity in the event TENANT
shall fail to perform any of the terms, provisions, covenants or
conditions of this Lease on TENANT's part to be performed. All
rights and remedies specifically granted to LANDLORD herein by
law, or in equity shall be cumulative and not mutually
exclusive.
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.
RIGHT OF 31. Upon notice and consent by Tenant, which consent
LEASE shall not be unreasonably withheld except in the case of an
emergency, LANDLORD, or any of its agents, shall have the 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.
NOTICE 32. Any notice given LANDLORD as provided for in this
Lease shall be sent to LANDLORD by registered mail addressed to
LANDLORD at LANDLORD's Management Office. Any notice to be given
TENANT under the terms of this Lease, unless otherwise stated
herein, shall be in writing and shall be sent and G. Xxxxxxxx
Xxxxx by registered mail or Federal Express to the office of
TENANT in the Building or hand delivered to TENANT. Either
party, from time to time, by such notice, may specify another
See Addendum address to which subsequent notice shall be sent.
Paragraph #54
LANDLORD 33. All automobile parking areas, driveways, entrances
CONTROLLED and exits thereto, Common Areas, and other facilities furnished
AREAS by LANDLORD, including all parking areas, truck 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 hereinabove 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 non-tenant
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, 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 shall 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 use of the same or to employ all personnel and to
make and enforce all rules and regulations pertaining to and
necessary for the proper operation and maintenance of the
parking area and/or Common Areas and other facilities. Reference
in this paragraph to parking area 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. Notwithstanding anything to
the contrary in this paragraph or Lease, no action by Landlord
shall operate to reduce the number of parking spaces leased to
Tenant under Paragraph 1 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 this
TERMINATION Lease, said Leased Premises in as good condition as said Leased
OF LEASE AND Premises were at the beginning of the Term of this Lease,
HOLDING OVER 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, then TENANT shall pay to
LANDLORD (150%) 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
shall 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 to said succeeding tenant so
far as such delay is occasioned by failure to so surrender 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 suit 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 before
TAX 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 TENANT.
SIGNS 36. LANDLORD shall have the sole right to install signs
on the interior or exterior of the Building and Leased Premises
and/or change the Building's name or street address.
TRIAL BY 37. It is mutually agreed by and between LANDLORD and
JURY 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.
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 40. If any term, provision, covenant or condition of
OF this Lease or the application thereof to any person or
PROVISION circumstances 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 the 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 any other space or premises
in, on or about the Building. This instrument becomes effective
as a Lease only upon execution and delivery by both LANDLORD and
TENANT.
ENTIRE 44. This Lease contains the entire agreement between the
AGREEMENT parties hereto and all previous 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 not relied upon any statement, representation,
prior written or contemporaneous oral promises, agreements or
warranties except such as are expressed herein.
DUAL 45. Either Party represents and warrants that it has
AGENCY dealt with no broker, agent or other person in connection with
DISCLOSURE this transaction and that no broker, agent or other person
brought about this transaction, other than The Xxxxx Xxxxxx
Commercial Real Estate Services Company and the Cooperating
Broker, if any. The Xxxxx Xxxxxx Commercial Real Estate Services
Company, as agent for LANDLORD, shall be compensated by LANDLORD
and the Cooperating Broker, if any, who is subagent of The Xxxxx
Xxxxxx Commercial Real Estate Services Company, shall be
compensated by LANDLORD. 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.
RADON GAS 47. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over
time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your
county public health unit.
USE OF 48. TENANT shall not cause or permit any Hazardous
HAZARDOUS Material to be brought upon, kept or used in or about the
MATERIALS Premises or the Building by TENANT, its agents, employees,
contractors or invitees. If TENANT breaches this obligation,
TENANT shall indemnify, defend and hold LANDLORD harmless from
any and all claims, judgements, damages, penalties, fines,
costs, liabilities or losses (including, without limitation,
SEE ADDENDUM diminution in value of the Premises or the Building, damages for
PARAGRAPH #55 the loss or restriction on use of rentable space or of any
amenity of the Premises or the Building, damages arising from
any adverse impact on marketing of space, and sums paid in
settlement of claims, attorneys' fees, consultant fees and
expert fees) which arise during or after the Lease Term as a
result of such contamination. This indemnification of LANDLORD
by TENANT includes, without limitation, costs incurred in
connection with any investigation of site conditions or any
clean-up, remedial, removal or restoration work required by any
federal, state or local governmental agency or political
subdivision because of Hazardous Material present in the soil or
ground water, in the Premises or in the Building.
Without limiting the foregoing, if the presence of any
Hazardous Material on the Premises or in the Building caused by
TENANT its agents, employees, contractors or invitees results in
any contamination of the Premises and/or the Building, TENANT
shall promptly take all actions at its sole expense as are
necessary to return the
Premises and/or the Building to the conditions existing
prior to the introduction of any such Hazardous Material to the
Premises; provided that LANDLORD's approval of such actions
shall first be obtained, which approval shall not be
unreasonably withheld so long as such actions would not
potentially have any material adverse long-term or short-term
effect on the Premises and/or the Building. The foregoing
indemnity shall survive the expiration or earlier termination of
this Lease. As used herein, the term "Hazardous Material" means
such hazardous or toxic substance, material or waste, including,
but not limited to, those substances, materials, and wastes
listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR
Part 302) and amendments thereto, or such substances, materials
and wastes that are or become regulated under any applicable
local, state or federal law. LANDLORD and its Agents shall have
the right, but not the duty, to inspect the Premises at any time
to determine whether TENANT is complying with the terms of this
Lease. If TENANT is not in compliance with this Lease, LANDLORD
shall have the right to immediately enter Premises to remedy any
contamination caused by TENANT's failure to comply
notwithstanding any other provision of this Lease. LANDLORD
shall use its best efforts to minimize interference with
TENANT's business but shall not be liable for any interference
caused thereby. Any default under this paragraph shall be a
material default enabling LANDLORD to exercise any of the
remedies set forth in this Lease.
ADDENDUM
ATTACHED TO and made a part of this Lease Agreement dated August 8, 1996, by and
between 8700 FLAGLER, LTD., a Florida Limited Partnership, as LANDLORD, and
OMEGA RESEARCH, INC., a Florida Corporation, as TENANT, covering approximately
17,289 square feet of Net Rentable Area on the Second (2nd) Floor, better known
as Suite 250 of the Building known as The 8700 Flagler Building located at 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxx Xxxxxx, Xxxxxxx 00000.
49. RENTAL RATE SCHEDULE:
TENANT agrees to pay LANDLORD, the total Base Rental of One Million Four
Hundred Ninety Thousand Eight Hundred Sixteen and 26/100 Dollars
($1,490,816.26) at the rates and amounts outlined below, in accordance with
the terms and conditions of the Lease Agreement herewith.
TERM RENTAL MONTHLY TOTAL
RATE RENTAL RENTAL
12/01/96 - 04/30/99 $15.25 $21,971.44 $637,171.76
05/01/99 - 04/30/00 $15.50 $22,331.63 $267,979.56
05/01/00 - 04/30/01 $16.00 $23,052.00 $276,624.00
05/01/01 - 05/31/02 $16.50 $23,772.38 $309,040.94
TOTAL TERM: $1,490,816.26
50. WAIVER OF RENT, COMMENCEMENT OF RENT:
Anything notwithstanding to the contrary as stated in Paragraph 49 (RENTAL
RATE SCHEDULE) of the within Lease, LANDLORD shall grant TENANT a waiver of
rental during the 17th, 18th, 29th, 41st, 53rd and 66th months of the Lease
Term provided that LANDLORD is in receipt of the initial month's rent in
advance which represents rental payment for the month of December 1996
according to the terms of the within Lease at the time of execution of this
Lease. Therefore, Paragraph 49 of the within Lease is hereby amended by the
following:
TENANT agrees to pay LANDLORD a total Base Rental of One Million Three
Hundred Fifty-Five Thousand Seven Hundred Forty-Five and 93/100
Dollars ($1,355,745.93) all other terms and conditions of the within
Lease shall remain in full force and effect throughout the Term of
this Lease.
51. PARKING SPACES:
LANDLORD guarantees 80 parking spaces to TENANT on a non-reserved basis. In
addition to the 80 parking spaces, TENANT shall be permitted to park in any
non-reserved space with the exception of those around the existing fountain
area reserved for visitors. However, in the event that there is a net
increase in the amount of reserved spaces (exclusive of visitor spaces) of
more than 20 for the existing building and not including any new building
that may be constructed, LANDLORD will then guarantee 100 spaces to TENANT
on a non-reserved basis. In the event the demand for parking spaces in the
parking lot exceeds the number of spaces existing, LANDLORD reserves the
right to enforce the parking ratios in the Lease on a non-preferential basis
to fairly allocate the parking spaces and in this event TENANT shall be
guaranteed 100 spaces on a non-reserved basis.
52. NON-DISTURBANCE AGREEMENT:
Within ninety (90) days following execution of this Lease, LANDLORD shall
submit the Lease to the first mortgage holder and shall use its best efforts
to obtain for TENANT a Non-Disturbance Agreement from LANDLORD'S existing
first mortgage holder.
53. RIGHT TO ASSIGN OR SUBLET:
TENANT shall have the right to assign this Lease in its entirety or to
sublease all or any portion of the Premises without the consent of the
LANDLORD to any party resulting from a merger or consolidation or public
stock offering or capital investment with TENANT. Any other assignment or
sublease would be made with prior written consent of the LANDLORD which
shall not be unreasonably withheld or delayed.
54. NOTICE:
In addition to LANDLORD providing notice to TENANT to the designated person
outlined in Paragraph #32 of the Lease, LANDLORD shall also provide a copy
of any notice served pursuant to Paragraph #6 time of payment/acceleration
upon default to TENANT'S outside counsel, Xxxx X. Xxxxx c/o Rubin, Baum,
Xxxxx, 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (phone
000-000-0000)]
55. HAZARDOUS MATERIALS:
LANDLORD hereby represents and warrants that neither the Building nor the
real property on which the Building is situated (the "Property") has ever
been used by LANDLORD to generate, manufacture, refine, transport, treat,
store, handle or dispose of Hazardous Materials (as hereinafter defined),
and that LANDLORD will not knowingly permit any such Hazardous Materials to
be brought into the Property. LANDLORD further represents and warrants to
TENANT that, as of the date of LANDLORD'S execution of this Lease, LANDLORD
has not received any summons, citation, letter or other written
communication, from any agency or department of any government concerning
the presence on the Property of any Hazardous Materials or the violation of
any law relating thereto. LANDLORD acknowledges that TENANT is relying on
the representations and covenants contained in this Section in leasing the
Premises.
56. ALLOWANCE-LANDLORD PERFORMS WORK:
LANDLORD shall complete the Leased Premises substantially in accordance with
plans, cost and specifications to be approved by both LANDLORD and TENANT.
LANDLORD shall provide an allowance of up to eleven dollars per square foot
($190,179.00) for improvements for finishing said Premises. In the event the
cost of improvements for finishing said Premises exceeds LANDLORD'S
allowance for same, the cost in excess of said allowance shall be paid in
advance by TENANT, the amount of such advance payment being determined on
the basis of LANDLORD'S estimate of the total cost of finishing the Leased
Premises, such estimate being based on the aforementioned plans and
specifications. Costs shall include direct and indirect construction costs,
permit fees, architectural fees, applicable insurance premiums, and any
other costs directly attributable to finishing the Leased Premises. Any
advance payment received by LANDLORD from TENANT in excess of TENANT's
portion of the cost of finishing the Leased Premises shall be refunded to
TENANT by LANDLORD after a final accounting of the total cost of said Leased
Premises is completed by LANDLORD. In no event no later than thirty (30)
days after completion.
57. RIGHT OF FIRST REFUSAL:
Provided that this Lease is then in full force and effect and TENANT is not
in default hereunder, LANDLORD agrees that, prior to leasing any
space in the second (2nd) floor to any party other than TENANT (each, a
"Third Party"), during the initial Term of the Lease following Lease
commencement, LANDLORD shall notify TENANT, in writing, each time TENANT
receives a bona fide offer to lease the 2nd floor space to a Third Party. On
or before the fifth (5th) business day after the date TENANT receives each
such notice from LANDLORD, TENANT shall have the right (each, a "First
Refusal Right" and, collectively, the "First Refusal Rights") to send
LANDLORD a notice stating that TENANT elects to rent the 2nd floor space in
question upon same terms and conditions as such bona fide offer. If TENANT
duly and timely exercises any First Refusal Right, LANDLORD and TENANT
shall, within five (5) business days after TENANT delivers to LANDLORD
notice of its election to lease the 2nd floor space in question, enter into
a mutually acceptable Lease Modification for the 2nd floor space. Without
limitation of LANDLORD'S obligation to notify TENANT, in writing, each time
LANDLORD receives a bona fide offer to lease on the second (2nd) floor to a
Third Party, TENANT shall not be eligible to exercise any particular First
Refusal Right unless TENANT's financial condition is, at the time of receipt
of such notice from LANDLORD, substantially the same or better than TENANT'S
financial condition as of the date hereof. In the event TENANT does not (a)
notify landlord of its election to exercise its First Refusal Rights within
five (5) business day period described above or (b) does not execute a
mutually acceptable Lease Modification for the 2nd floor space within (5)
business days of making such written election, TENANT'S First Refusal Rights
shall be deemed null and void for that particular First Refusal Right.
TENANT's failure (and/or ineligibility, on account of its financial
condition, as hereinabove described) to exercise its First Refusal Right
with respect to a Third Party shall not be deemed a waiver with respect to
subsequent First Refusal Rights relating to other Third Parties.
EXHIBIT "A"
ATTACHED TO and made a part of this Lease Agreement dated August 8, 1996, by and
between 8700 FLAGLER, LTD., a Florida Limited Partnership, as LANDLORD, and
OMEGA RESEARCH, INC., a Florida Corporation, as TENANT, covering approximately
17,289 square feet of net rentable area on the Second (2nd) Floor, better known
as Suite 250 of the Building known as The 8700 Flagler Building located at 0000
X. Xxxxxxx, Xxxxx, Xxxx Xxxxxx, Xxxxxxx 00000.
[GRAPHIC OMITTED]
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, for
tenants therein at as economical a cost as reasonably possible and in as
efficient a manner as reasonably possible, to assure security for the protection
of tenants so far as reasonably possible, and to regulate conduct in and use of
said Premises, 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 parking facilities, 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, patron, licensees, customers,
visitors or invitees.
2. The movement of furniture, equipment, merchandise or materials 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 in such movement. Tenant shall not move furniture, machines,
equipment merchandise or materials into or out of the Leased Premises without
having first provided a notification to LANDLORD twenty-four (24) hours in
advance. Safes, large files, large electronic data processing equipment and
other heavy equipment or machines shall be moved into Leased Premises 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 the 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 shall not be responsible for lost or stolen property,
equipment, money or any article taken from Leased Premises regardless of how or
when loss occurs, except if loss occurs due to gross negligence.
5. No additional locks shall be placed on any door or changes made to
existing locks in the Premises without the prior written consent of LANDLORD.
LANDLORD shall 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 with the exception of restricted areas as defined by Tenant. Existing
locks shall be changed prior to Tenant taking occupancy in accordance with the
working drawings. All keys shall be returned to LANDLORD promptly upon
termination of this Lease.
6. TENANT, its officers, agents, servants or employees shall not drive
nails or screw into or in any way deface any part of Leased Premises 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 Premises at 6:00 P.M., subject, however, to
TENANT's right to admittance under regulations prescribed by
LANDLORD, and to require the persons entering the Premises to
identify themselves and establish their right to enter or to
leave the Premises;
(ii) close all parking areas between the hours of 10:00 P.M.
and 6:00 A.M. during week days; and
(iii) close a portion of parking areas on weekends and
holidays for the purpose of repairs and/or construction.
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, or which may emanate electrical
waves which shall impair radio or televisions 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.
Before closing of the day and leaving the said Premises each TENANT shall use
best efforts that all blinds and/or draperies are pulled and drawn.
10. All plate and other glass now in Leased Premises which is broken
through cause attributable to TENANT, its officers, agents, servants and
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 that 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 performing work for TENANT within the Leased
Premises shall be referred to LANDLORD for approval before performing such work.
Installations materially affecting floors, walls, windows, doors, ceiling,
equipment or any other physical feature of the, Leased Premises. None of this
work shall be done by TENANT without Tenant warrants that all work shall be in
accordance with all applicable county codes and building standards.
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 Premises, 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 Premises shall not be covered or obstructed by 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 Premises is prohibited
and each TENANT shall cooperate to prevent the same. In this respect, TENANT
shall when possible promptly report such activities to the Property Management
office.
17. There shall not be used in any space, or in the public halls of the
Premises, 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 janitorial personnel shall not be hindered
by TENANT after 5:30 P.M., 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
shall not fit into office wastepaper baskets, it shall 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 Leased Premises, for
disposal.
20. Tenants are cautioned in purchasing furniture and equipment that
can easily fit on the elevator and can pass through the doors of the Leased
Premises. Large pieces should be made in parts and setup in the Leased
Premises. LANDLORD reserves the right to refuse to allow any furniture or
equipment of any description to be placed in the building which does not comply
with the above conditions.
21. TENANTS shall 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 TENANT become infested with vermin,
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 extermination therefore 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 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 of spirit of any code of
ethics adopted by any recognized association or organization pertaining thereto.
25. TENANT, its officers, agents, employees, servants, patrons,
customers, licensees, invitees and visitors shall not solicit business in the
Premise's parking facilities or Common Areas, nor shall TENANT distribute any
handbills or other advertising matter in automobiles parked in the Premise'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
Premise, or LANDLORD in its operation of the Premises or commit waste or suffer
or permit waste to be committed in the Leased Premises. In addition, TENANT
shall not allow its officers, employees, agents, servants, patrons, customers,
licensees, and visitors to conduct themselves in such a manner as to create any
nuisance or interfere with, annoy or disturb any other TENANT in the Premises or
LANDLORD in its operation of the building or commit waste or suffer or permit
waste to be committed in the Leased Premises.
27. TENANT, its officers, agents, servants and employees shall not
install or operate any refrigerating, heating or air conditioning apparatus or
carry on any mechanical operation or bring into Leased Premises any flammable
fluids or explosives without written permission of LANDLORD. This restriction
does not apply to refrigerators, microwaves or other small appliances for use in
an employee cafeteria/lunchroom.
28. TENANT, its officers, employees, agents and servants shall not use
Leased Premises for housing, lodging or sleeping purposes or for the cooking or
preparation of food without prior written consent of LANDLORD.
29. TENANT, its officers, employees, agents, servants, patrons,
customers, licensees, visitors or invitees shall not bring into Leased Premises
or keep on Leased Premises any fish, fowl, reptile, insect, or animal or any
bicycle or other vehicle without the written consent of LANDLORD.
30. Neither TENANT nor any officers, employees, agents, servants,
patrons, customers, licensees, visitors or invitees of any TENANT shall go upon
the roof of the Premises without the consent of LANDLORD.
31. TENANTS employing laborers or others outside of the Premises shall
not have their employees paid in the Premises, but shall arrange to pay their
payrolls elsewhere.
