1
COCONUT GROVE BANK
BUILDING LEASE AGREEMENT
------------------------------------------------------------------------------
LANDLORD THIS AGREEMENT, entered into this ____________ day of
June 1999, A.D., between COCONUT GROVE BANK, a Florida
Banking Corporation, hereinafter referred to as "Landlord",
and
AFFILIATED NETWORKS, INCORPORATED
-------------------------------------------------------------------------------
TENANT hereinafter referred to as "Tenant".
W I T N E S S E T H:
PREMISES THAT THE Landlord does this day lease unto Tenant that
certain space (approximately 7592 square feet), as shown
outlined on the plan attached hereto as Schedule "A" on the
3rd, 4th, 5th (XX) floors of the building, hereinafter
referred to as "Building", known as COCONUT GROVE BANK
BUILDING located at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx, Xxxx
Xxxxxx, Xxxxxxx, to be used and occupied by tenant as
administrative space and for no other purposes or uses
whatsoever.
TERM TO HAVE AND TO HOLD said premises for the term of
Five 5 years, beginning 1 July 1999 and ending 30 June 2004
at and for the agreed total base rental of
BASE See Attached SCHEDULE "B" Dollars
RENTAL ---------------------------------------------------
($ ), payable as follows: Equal monthly payments of
_____________________________________________________ Dollars
($ ), plus applicable sales taxes and additional
rent as $__________ as provided herein, if any. All payments
are to be made in legal tender of the United States of
America to COCONUT GROVE BANK on the first day of each and
every month in advance without demand
SEE ATTACHED SCHEDULES "A-1" thru "A-3" - FLOOR PLANS
SCHEDULE "B" -.RENTAL RATE
-1-
2
at "Building" Manager's office, 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx, Xxxx Xxxxxx, Xxxxxxx, or such other place as Landlord
may designate in writing, the first such monthly rental
payment to be made simultaneously with the execution of this
lease.
IT IS FURTHER STIPULATED AND COVENANTED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
COMMENCEMENT The lease period shall begin when improvements for Tenant, in
accordance with specifications agreed upon in writing by
Landlord and Tenant, which are the responsibilities of the
Landlord, are complete and the offices ready for occupancy.
Rent payments shall not be delayed due to the fault of the
Tenant or failure to complete improvements ordered by the
Tenant for its own use. If the term of this lease shall begin
during a calendar month, then the rent for such portion of
the particular calendar month at the beginning of the term
shall be apportioned and paid on the basis of a month of
thirty (30) days. Any credit due Tenant as a result of such
apportionment and its payment of the first monthly payment
shall be credited against the second monthly payment.
SECURITY Tenant, concurrently with the execution of this lease, has
deposited with the Landlord, unless otherwise expressly
stated herein, a sum equal to one monthly rental payment
exclusive of sales tax, the receipt of which is hereby
acknowledged by Landlord, which sum shall be retained by
Landlord as security for the payment by Tenant of the rents
herein agreed to be paid by Tenant and for the faithful
performance by Tenant of the terms and covenant of this
lease. It is agreed that Landlord, at Landlord's option, may
at any time apply said sum or any part thereof toward the
payment of the rents and all other sums payable by Tenant
under this lease, and towards the performance of each and
every Tenant's covenants under this lease, but 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 or all rights and remedies
against Tenant before resorting to said sum, but nothing
herein contained shall require to be deemed to require
Landlord, so to do; that, should this lease be faithfully
performed by Tenant, this deposit shall be returned by
Landlord to Tenant within ten (10) days after the expiration
of the term of this lease. Landlord shall not be required to
pay Tenant any interest on said security deposit. Landlord
shall not be required to hold said security funds in a
segregated account.
BUILDING Building will be open to the public Monday through Friday of
ACCESS each week from 7:00 A.M. until 10:30 P.M. Entrance is
available at both the first and second floor levels with the
following exceptions: The second floor entrance will be open
and under the control of a uniformed security guard from 5:30
P.M. until midnight, Monday through Friday; and on Saturdays
and Sundays from 9:00 A.M. until 5:00 P.M. The entrance on
the first floor will be closed from 6:00 P.M. until 6:30 A.M.
and all day on Saturday and Sunday. All persons entering
the building during the time that the building is under
security guard will have to show identification and sign the
Visitor's Log under the supervision of the security guard.
All persons leaving the building while the building is under
the control of the security guard will have to sign out.
Tenant may arrange to open building
-2-
3
beyond the above hours by giving twenty-four (24) hours
advance written notice to the Building Manager and payment to
Landlord the cost of additional security guard service. At
all times other than stated above, including Sundays and
Holidays and the Monday following Christmas and New Years,
when Christmas and New Years fall on Sunday, the Building
will be under ADT electronic surveillance and closed to all
persons. The above-referenced Holidays are: Christmas Day,
New Year's Day, Memorial Day, Fourth of July, Labor Day and
Thanksgiving Day. When Christmas Eve and New Year's Eve fall
on a week day the building will close at 5:00 P.M. When
Christmas Eve and New Year's Eve fall on Saturday or Sunday
the building will be closed to all persons on those days.
It shall be the responsibility of the Tenant to arrange for
all of its employees and/or invitees to be out of the
building prior to the building being placed under ADT
electronic surveillance. Landlord shall have no
responsibility to any Tenant, Tenant's employees or invitees
in the event said party or persons should fail to leave the
building prior to the time the ADT electronic surveillance is
placed in effect and Tenant agrees to indemnify and save
harmless Landlord from any claim or suit against Landlord in
such event.
Landlord reserves the right to issue identification passes
and require the same for admission to the building while
under security guard. It is expressly understood by Tenant
that guard and/or ADT service is provided for the protection
of the banking facilities located in the Building. Landlord
shall have no responsibility to Tenant to provide such
service and may discontinue same at any time. Landlord shall
have no responsibility to Tenant, its employees and/or
invitees for loss or damage to person or property caused by
theft, vandalism, or other cause or causes.
SERVICES Landlord will furnish Tenant, while occupying the premises,
FURNISHED water--cold and refrigerated--at those points of supply
BY provided for general use of its Tenants, electricity for
LANDLORD lighting and office use, lavatory and toilet facilities,
automatic self-operated elevators, reasonable cleaning
services once each day, Monday through Friday (except
Holidays as above defined) (Provided that the premises are
kept in order by Tenant and that same are available for
cleaning after 5:30 P.M. of each day) and air conditioning
(cooling) from 7:00 A.M. to 8:00 P.M. on weekdays and from
9:00 A.M. to 5:00 P.M. on Saturdays and Sundays. If Tenant
requires air conditioning at other hours, written notice
twenty-four (24) hours in advance shall be given by Tenant to
Landlord and Tenant will be billed for such use at the rate
of Twenty Five Dollars ($25.00) per hour. The Tenant will not
install or maintain electrically operated equipment or other
machinery except light office machines normally used without
first obtaining the written consent of the Landlord and such
consent of Landlord may be conditioned upon payment by Tenant
of additional rent. Any electrical or computer equipment
which, together with Tenant's other electrically operated
equipment, requires in excess of 20 ampere - 220 volt
service shall not be installed without the prior written
approval of the Landlord (this also includes photo
processing and printing equipment). Likewise, if a Tenant
requires excess use of water, such use shall be conditioned
upon written consent of the Landlord and additional rent as
compensation for such excess use. Failure by Landlord to any
extent to furnish, or any stoppage of, these defined
services resulting from causes beyond the control of Landlord
shall not render Landlord liable in any respect for damages
to either person or property, nor be construed as an eviction
of Tenant, nor work any abatement of rent nor relieve Tenant
from fulfillment of any covenant or agreement hereof.
-3-
4
Should any equipment or machinery break down or for any cause
cease to function properly, Landlord shall use reasonable
diligence to repair the same promptly but Tenant shall have
no claim for rebate of rent or damages on account of any
interruptions in service occasioned thereby or resulting
therefrom.
Any charges against Tenant by Landlord for additional
services or work done by order of the Tenant, or otherwise
accruing under this lease, shall be considered as rent due
and shall be included in any lien for rent.
PARKING In addition to the premises described herein, the Tenant
shall be entitled to the use of THIRTY-FIVE (35) parking
spaces on the premises, the location of which, shall be
assigned by the Landlord. If there are unassigned spaces in
the designated employee parking areas, the same may be used by
the Tenant until assigned specifically by the Landlord to
another Tenant. Tenant acknowledges that there will be a
designated area of visitor parking and agrees not to park
in said area so designated or permit any of its employees to
park in said area or areas.
Parking in front of the building on the East side and on the
North side of the second level parking area will be limited
to fifteen (15) minutes and/or thirty (30) minutes, as
marked. These areas will be patrolled and cars subject to
violation will be towed away at car owner's or operator's
expense. The aforesaid parking is provided for the
convenience of Tenants and guests or customers of Tenants and
shall be used at the risk of Tenants, its guests or
customers. The Landlord accepts no responsibility for injury,
damage or loss of any automobiles, while in the parking
facility provided for the Tenant in connection with the
premises. Persons using the parking facility and adjacent
area thereto use same at their own risk, and the Landlord
accepts no responsibility whatsoever for any injury to any
person in the parking facility or any other part or portion
of the premises, office building, or any adjacent area
thereto, whether under the control of the Landlord or some
third party. The Landlord accepts no responsibility for the
regulation of the parking area nor for persons who improperly
park automobiles in spaces assigned to another Tenant or
operate automobiles in an improper manner. Landlord is under
no obligation to provide a parking attendant or doorman, and
is under no obligation to provide security for automobiles
parked in the parking facility.
ASSIGNMENT Tenant will not assign this lease or allow the same to be
OR assigned by operation of law or otherwise, or sublet the
SUBLETTING demised premises, or any part thereof, or use or permit the
same to be used for any other purpose than as above
stipulated, unless authorized by landlord; said authorization
will not be unreasonably withheld.
REPAIRS Tenant will, at Tenant's own cost and expense, repair or
AND replace any damage or injury done to the building, or any
RE-ENTRY part thereof, caused by Tenant or Tenant's agents, employees,
invitees, or visitors. If Tenant fails to make such repairs
or replacements ,promptly, or within fifteen (15) days of
occurrence, Landlord may, at its option, make such repairs
or replacements and Tenant shall repay the cost thereof to
Landlord on demand. Tenant will not commit or allow any waste
or damage to be committed on any portion of the demised
premises, and shall, at the termination of
-4-
5
this lease, by lapse of time or otherwise, deliver up said
premises to Landlord in as good condition as at date of
possession of Tenant, ordinary wear and tear and damage by
fire or windstorm alone excepted, and, upon such termination
of lease, Landlord shall have the right to re-enter and resume
possession of the demised premises.
ALTERATIONS Tenant will not make or allow to be made any alterations or
ADDITIONS OR physical additions in or to the demised premises without
IMPROVEMENTS written consent of Landlord first had and obtained. Any and
all such alterations, physical additions or improvements when
made to the demised premises by Tenant shall be at the
Tenant's cost and expense. Any and all such alterations,
physical additions or improvements except removable fixtures
or furniture of the Tenant shall at once become the property
of the Landlord and shall be surrendered to the Landlord
upon the termination in any manner, of this lease.
LAWFUL Tenant will not occupy or use, or permit any portion of the
USE AND demised premises to be occupied or used for any business or
VIOLATIONS purpose which is unlawful in part or in whole or deemed to be
OF disreputable in any manner, or extra hazardous, or permit
INSURANCE anything to be done which will in any way increase the rate
COVERAGE of insurance on said building and/or its contents.
LAWS AND Tenant will keep and maintain the demised premises in a clean
REGULATIONS and healthful condition and comply with all laws, ordinances,
orders, rules and regulations (State, Federal, Municipal and
other agencies or bodies having any jurisdiction thereof,
including rules, orders and regulations of the Southeastern
Underwriters Association for the prevention of fires), with
reference to use, conditions or occupancy of the demised
premises.
RULES OF Tenant and Tenant's agents, employees, invitees and visitors
BUILDING will comply fully with all requirements of rules of the
building which are attached hereto and made a part hereof as
though fully set out herein. Landlord shall at all times have
the right to change such rules and regulations or to amend
them in any reasonable manner as may be deemed advisable by
Landlord for the safety, care and cleanliness of the demised
premises and for preservation of good order therein, all of
which changes and amendments will be sent by Landlord to
Tenant in writing and shall be thereafter carried out and
observed by Tenant.
ENTRY FOR Tenant will permit Landlord or its officers, agents or
REPAIRS AND representatives the right to enter into and upon any and all
INSPECTION parts of the demised premises, at all reasonable hours to
inspect same or clean or make repairs or alterations or
additions as Landlord may deem necessary or desirable and
Tenant shall not be entitled to any abatement or reduction
of rent by reason thereof.
NUISANCE Tenant will conduct his business, and control his agents,
employees, invitees and visitors in such a manner as not to
create any nuisance, or interfere with, annoy, or disturb
any other Tenant or Landlord in its management of the
building.
-5-
6
CONDEMNATION In the event the whole or any part of the building other than
a part not interfering with the maintenance or operation
thereof shall be taken or condemned for any public or
quasi-public use or purpose, the Landlord may at its option
terminate this lease from the time title to or right to
possession shall vest in or be taken for such public or
quasi-public use or purpose, and the Landlord shall be
entitled to any and all income, rent, awards or any interest
therein whatsoever which may be paid or made in connection
therewith.
LOSS OR Landlord shall not be liable or responsible for any loss or
DAMAGE damage to any property or person occasioned by theft, fire,
act of God, public enemy, injunction, riot, strike,
insurrection, war, Court order, requisition or order of
governmental body or authority, or other matter beyond the
control of Landlord, or for any damage or inconvenience which
may arise through repair or alteration of any part of the
building or failure to make any such repairs or from any
cause whatever unless caused solely by Landlord's negligence.
LIEN FOR In consideration of the mutual benefits arising under this
RENT contract, Tenant does hereby pledge and assign unto Landlord
all property of Tenant now or hereafter placed in or upon the
demised premises (except such part of any property as may be
exchanged or replaced from time to time in its ordinary
course of operations), and such property is hereby subjected
to a lien in favor of Landlord and shall be and remain
subject to such lien of Landlord for payment of all rents and
other sums agreed to be paid by Tenant herein. Said liens
shall be in addition to and cumulative of the Landlord's
liens provided by law.
ABANDONMENT If the Tenant shall abandon or vacate said premises before
the end of the term of this lease, or shall suffer the rent
to be in arrears, the Landlord may, at its option, forthwith
cancel this lease or it may enter said premises as the agent
of the Tenant, by force or otherwise, without being liable in
any way therefor, and relet the premises with or without any
furniture that my be therein, as the agent of the Tenant, at
such price and upon such terms and for such duration of time
as the Landlord may determine, and receive the rent therefor,
applying the same to the payment of the rent due by these
presents, and if the full rental herein provided shall not be
realized by Landlord over and above the expenses to Landlord
in such reletting, including but not limited to the cost of
renovating, altering and decorating for a new occupant, the
said Tenant shall pay any deficiency, and if more than the
full rental is realized, Landlord will pay over to said
Tenant the excess on demand; or Landlord may xxx the Tenant
as each installment of rent matures or for the whole rent
when it becomes due.
HOLDING In the case of holding over by Tenant after expiration or
OVER termination of this lease, Tenant will pay as liquidated
damages, double rent for the entire holdover period. No
holding over by Tenant after the term of this lease, either
with or without consent and acquiescence of Landlord, shall
operate to extend the lease for a longer period than one
month; and any holding over with the consent of Landlord in
writing shall thereafter constitute this lease a lease from
month to month.
-6-
7
INSURANCE Lessee shall, at its own expense, procure and maintain through
the Term:
Combined comprehensive single limit public liability
insurance, including, but lot limited to, insurance against
assumed or contractual liability under this Lease, with
respect to the Premises, to afford protection with limits,
for each occurrence, of not less than Five Hundred Thousand
Dollars ($500,000.00);
All risks, property and casualty insurance, including
vandalism, malicious mischief, fire and extended coverage
written at replacement cost value and with replacement cost
endorsement, covering all of Lessee's personal property in
the Premises (including, without limitation, inventory, trade
fixtures, floor coverings, furniture and other property
removable by Lessee under the provisions of this Lease)
and all leasehold improvements installed in the Premises by
or on behalf of Lessee:
Plate glass insurance covering the plate glass in the
Premises; and
If and to the extent required by law, workmen's compensation
or similar insurance in form and amounts required by law.
Lessee's insurance shall be with a Best's A+ rated company
licensed to transact business in the State of Florida. Lessor
and Lessor's mortgagee, if any, shall be named as additional
insureds under Lessee's insurance, and such insurance shall
be primary and non-contributing with any insurance carried by
Lessor. Lessee's insurance policies shall contain
endorsements requiring thirty (30) days notice to Lessor and
Lessor's mortgagee, if any, prior to any cancellation or any
reduction in amount of coverage. Lessee shall deliver to
Lessor as a condition precedent to its taking occupancy of
the Premises, but not to its obligation to pay Rent, a
certificate or certificates evidencing such insurance
acceptable to Lessor. Lessee shall at least thirty (30)
calendar days prior to the expiration of such policies,
deliver to Lessor certificates of insurance evidencing the
renewal of such policies. A FAILURE TO PROVIDE SUCH INSURANCE
COVERAGE SHALL BE DEEMED AN EVENT OF DEFAULT UNDER THIS
LEASE.
If, on account of the failure of Lessee to comply with the
foregoing provisions, Lessor is adjudged a co-insurer by its
insurance carrier, then any loss or damage Lessor shall
sustain by reason thereof shall be borned by Lessee and
shall be immediately paid by Lessee upon receipt of a xxxx
thereof and evidence of such loss.
Lessor shall not be obligated to insure any furniture,
equipment, machinery, goods or supplies which Lessee may
bring or obtain upon the Premises, or any additional
improvements which Lessee may construct on the Premises.
Lessor reserves the right to self-insure the Building.
Anything in the Lease to the contrary notwithstanding, Lessor
and Lessee hereby waive and release each other of and from
any and all rights of recovery, claim, action or cause of
action, against each other, their agents, officers and
employees, for any loss or damage that may occur to the
Premises, Building, improvements to the Building, any
furniture, equipment, machinery, goods or supplies not
covered by this lease which Lessee may bring or obtain upon
the premises, or any additional improvements which Lessee may
construct on the Premises, by reason of fire, the elements or
any other cause which could by insured against, under the
terms
-7-
8
of standard fire and extended coverage insurance policies,
regardless of cause or origin, including negligence of Lessor
or Lessee and their agents, officers and employees. Because
this Subsection will preclude the assignment of any claim
mentioned in it by way of subrogation (or otherwise) to an
insurance company (or any other person), each party to this
Lease agrees immediately to give to each insurance policies
properly endorsed, if necessary, to prevent the invalidation
of the insurance coverage by reason of the mutual waivers
contained in this Subsection. Lessee also waives and releases
Lessor, its agents, officers and employees, of and from any
and all rights of recovery, claim, action or cause of action
for any loss or damage insured against under any other
policies of insurance carried by Lessee.
-8-
9
FIRE In the event of damage by fire or other causes resulting from
CLAUSE fault or negligence of Tenant or Tenant's agents, employees,
invitees or visitors, the same shall be repaired by and at
the expense of Tenant under the direction and supervision of
Landlord. If the demised premises, without fault or neglect
of the Tenant, his agents, employees, invitees, or visitors,
shall be partially destroyed by fire or other casualty so as
to render the premises untenantable, the rental herein
recited shall cease thereafter until such time as the demised
premises are made tenantable by Landlord. In case of the
total destruction of the demised premises without fault or
neglect of the Tenant, his agents, employees, invitees or
visitors , or if from such cause the same shall be so damaged
that Landlord shall decide not to rebuild, then all rental
due up to the time of such destruction or termination shall
be paid by Tenant, and thenceforth this lease shall cease and
come to an end. In the event of damage to the Demised
Premises by fire or other causes if the Demised Premises
cannot be restored within 120 days from the date of such
damage, Tenant, at Tenant's election, may terminate this
Lease and the rent shall be paid only to the date when such
damage occurred.
ATTORNEY'S In case Tenant makes default in the performance of any of the
FEES terms, covenants, agreements or conditions contained in this
lease, the Landlord places the enforcement of this lease, or
any part thereof, or the collection of any rent due, or to
become due hereunder, or recovery of the possession of the
demised premises in the hands of an attorney, or files suit
upon the same, Tenant agrees to pay Landlord reasonable
attorney's fees and Court costs, provided Landlord prevails;
however, if Tenant prevails, Landlord shall pay Tenant's
reasonable attorney's fees and Court costs.
INDEMNITY The Tenant will indemnify and hold harmless the Landlord
LIABILITY against all liabilities, damages, and other expenses,
including reasonable attorney's fees, which may be imposed
upon, incurred by, or asserted against the Landlord by reason
of any of the following occurring during the term of this
lease: (a) Any use or occupancy of the leased property by
Tenant, (b) Any negligence on the part of the Tenant or its
agents, contractors, licensees, (c) Any personal injury or
property damage occurring on or about the leased property.
Landlord shall not be liable to Tenant for any damage, loss
or injuries to persons or property of the Tenant which may be
caused by the acts or negligence of any person or
corporation, except such injury or loss resulting from
negligence of the Landlord, its agents or employees.
LIENS Tenant shall have no authority to create any liens for labor
or materials on landlord's interest in building owned by
Landlord and all persons contracting with Tenant for labor,
materials and/or supplies or the doing of work shall look
solely to Tenant and Tenant's interest under this lease and
said persons are hereby charged with notice that they must
look solely to Tenant's interest in the demised premises. In
the event any such lien is filed against the property of the
Landlord, Tenant shall forthwith discharge the same; if not
discharged by Tenant within thirty (30) days after the filing
of said lien, either by a satisfaction thereof or by the
posting of a bond, Tenant's failure so to do shall constitute
a default under the terms of this lease. Tenant further
agrees and will hold harmless
-9-
10
Landlord from all costs, including bond premiums and
attorney's fees and/or other charges and expenses reasonably
incurred by Landlord in connection with the discharge of any
such lien or any judgment obtained thereon. Any such expenses
incurred by Landlord shall be considered as rent due and
payable on demand of Landlord.
CERTIFICATE Upon the request of Landlord, its mortgagee, prospective
purchaser or any Federal or State Bank Examiner, Tenant shall
furnish a Certificate in writing to the effect that its lease
is in full force and effect and that Landlord is not in
default, or specifically state any exceptions thereto.
Failure to give such Certificate within two weeks after
written request shall be conclusive evidence that the lease
is in full force and effect and Landlord is not in default.
Tenant shall thereafter be estopped from asserting any such
defaults as of the date of said request.
DEFAULT BY Tenant agrees to pay promptly said rent and all other charges
TENANT that accrue under this lease. In the event that Tenant should
be in default thereof for a period of seven (7) days after
the same shall become due and payable, Landlord shall have
the option of: (1) Terminating this lease and resuming
possession of the premises for its own account and recovering
from Tenant the damage between the rent specified in this
lease and the rental value thereof for the balance of the
term, reduced to its present worth; (2) Or, enter the
premises as agent of Tenant and rent the same for the
remainder of the term for the account of Tenant and recovery
from Tenant either at the end of the term or as each payment
becomes due, as Landlord may choose, the difference between
the rent called for in this lease and the rent received on
re-renting.
Default on Tenant's part in keeping or performing any other
term, covenant, or condition of this lease, shall authorize
Landlord, at its option at any time after such default, and
after ten (10) days' written notice thereof to Tenant,
immediately, or at any time thereafter, to re-enter said
premises and remove all persons therefrom with or without
legal process, and without prejudice to any of its other
legal rights, and all claims for damages by reason of such
re-entry are expressly waived, as also are all claims for
damages by reason of any distress warrants or proceedings by
way of sequestration which Landlord may employ to recover
said rents, or possession of said premises, and Landlord
shall have the options set forth in the preceding paragraph
pertaining to a default in payment of rents, provided that
Landlord shall not have the right to re-enter if, within ten
(10) days after written notice of any default, Tenant fully
cures all defaults.
WAIVER Failure of Landlord to declare any default immediately upon
occurrence thereof or delay in taking action in correction
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,
either in law or in equity.
POSSESSION If, for any reason, the demised premises shall not be ready
for occupancy by Tenant at the time of commencement of this
lease,
-10-
11
this lease shall not be affected thereby, nor shall Tenant
have any claim against Landlord by reason thereof, but no
rent shall be payable for the period during which the
premises shall not be ready for occupancy; and all claims for
damages arising out of such delay are hereby waived and
released by Tenant.
BANKRUPTCY If, voluntary bankruptcy proceedings be instituted by Tenant,
or if proceedings be instituted by any one else to adjudge
Tenant a bankrupt, or if Tenant makes an assignment for the
benefit of his creditors or if execution be issued against
him, or if the interest of Tenant in this contract passes by
operation of law to any person other than Tenant, this lease
may, at the option of Landlord, be terminated by written
notice addressed to Tenant and mailed in the post office at
Miami, Florida.
TRANSFER OF Landlord shall have the right to transfer and assign, in
LANDLORD'S whole or in part, all and every feature of its rights and
RIGHTS obligations hereunder and in building and property referred
to herein. Such transfers or assignments may be made either
to a corporation, trust company, individual or group of
individuals, and, howsoever made, are to be in all things
respected and recognized by Tenant.
AMENDMENT This agreement may not be altered, changed, or amended,
OF LEASE except by an instrument in writing, signed by both parties
hereto.
SUBORDINATION This lease is hereby made expressly subject and subordinate
at all times to any and all mortgages, deeds of trust, ground
or underlying leases affecting the demised premises which
have been executed and delivered, or which may at any time
hereafter be executed and delivered, and any and all
extensions and renewals thereof and substitutions therefor,
and to any and all advances made or to be made under or upon
said mortgages, deeds of trust, ground or underlying leases.
Tenant agrees to execute any instrument or instruments which
the Landlord may deem necessary or desirable to effect the
subordination of this lease to any or all such mortgages,
deeds of trust, ground or underlying leases and, in the event
the Tenant shall refuse after reasonable notice to execute
such instrument or instruments, the Landlord may, in addition
to any right or remedy accruing hereunder, terminate this
lease without incurring any liability whatever, and the
estate hereby granted is expressly limited accordingly.
TIME OF It is understood and agreed between the parties hereto that
THE ESSENCE time is of the essence of this contract, and this applies to
all terms and conditions contained herein.
PEACEFUL Tenant shall and may peaceably have, hold and enjoy the
ENJOYMENT demised premises subject to the other terms hereof and
provided Tenant pays the rentals herein recited and performs
all of his covenants and agreements herein contained.
NO Landlord or its agents have made no representations or
REPRESENTATIONS promises with respect to the said building, the land upon
BY LANDLORD which it is erected or demised premises except as herein
expressly set forth and no rights, easements or licenses are
acquired by Tenant by
-11-
12
implication or otherwise expect as expressly set forth in the
provisions of this lease. The taking possession of the
demised premises by Tenant shall be conclusive evidence, as
against Tenant, that Tenant accepts same "as is" and that
said premises and the building of which the same form a part
where in good and satisfactory condition at the time such
possession was so taken.
SURRENDER Tenant shall surrender to Landlord, at termination of this
OF PREMISES lease and/or upon any cancellation of this lease, said
demised premises. In the event the Tenant should fail to
surrender said premises upon termination of this lease,
Tenant will pay to Landlord any damages that Landlord might
incur on account of Tenant's failure to deliver possession of
the demised premises to Landlord and will indemnify and hold
harmless Landlord from any and all claims made by any
succeeding Tenant of said premises on account of delay of
Landlord in delivering premises to said succeeding Tenant, to
the extent such delay is occasioned by Tenant's failure to
surrender said premises. This right of Landlord against
Tenant is in addition to the Holdover provisions hereinbefore
set forth in this lease.
If Tenant should fail to remove all of its personal property
upon termination of lease, Landlord may, at its option,
remove same in any manner the Landlord shall choose and store
such effects without liability to the Tenant for loss, and
the Tenant agrees to pay to the Landlord on demand, all
expenses incurred in such removal, including Court costs and
attorney's fees, or the Landlord may, at its option, without
notice, sell such effects or any part, at private sale
without legal process for such price as the Landlord may
obtain and apply the proceeds of such sale or any amounts due
under this lease from the Tenant to the Landlord and on the
expense incident to the removal and sale of said effects.
CAPTIONS The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the
scope of this lease nor the intent of any provision thereof.
HEIRS AND The covenants, conditions and agreements contained in this
ASSIGNS lease shall bind and inure to the benefit of Landlord and
Tenant and their respective heirs, distributees, executors,
administrators, successors, and, except as otherwise provided
in this lease, their assigns.
NO BROKER Tenant warrants and represents that it dealt with no Real
Estate Broker in the negotiation of this lease and Landlord,
in executing this lease, is relying upon such representation.
NOTICES It is understood and agreed between the parties hereto that
written notice addressed to Tenant and mailed or delivered
to the premises leased hereunder shall constitute sufficient
notice to the Tenant, and written notice addressed to
Landlord and mailed or delivered to the office of Landlord
shall constitute sufficient notice to the Landlord, to comply
with the terms of this lease.
CUMULATIVE The various rights, remedies, powers and elections of
REMEDIES Landlords reserved, expressed or contained in this lease, are
cumulative
-12-
13
and no one of them shall be deemed to be exclusive of the
others or of such other rights, remedies, powers, options or
elections as are now, or may hereafter be, conferred upon
Landlord by law.
PRONOUNS The terms Landlord and Tenant, as herein contained, shall
AND GENDER 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 and use of and neuter gender includes
all genders, wherever the context so requires.
RELOCATION Landlord shall have the sole right to relocate any Tenant,
OF TENANT having one thousand square feet or less, to comparable space
in the Building, upon giving the Tenant ninety days prior
written notice.
-13-
14
SHOWING At anytime, within thirty days before the expiration of this
PREMISES lease, Landlord or its agents shall have the right to enter
the premises during reasonable hours to exhibit said premises
to prospective tenants.
OPTION TO Landlord grants Tenant the first right of refusal to
RENEW renegotiate a new lease, commencing at the expiration of the
original term, provided Tenant shall not be in default under
the terms of this lease, and shall give written notice of
sixty (60) days before the expiration of this lease.
COCONUT GROVE BANK, Landlord
---------------------------------- By: A. D. XXXXXXXX, Jr. (SEAL)
-------------------------------
Chairman
---------------------------------- Date:
(Witness as to Landlord) -----------------------------
Tenant:
----------------------------------
By: Xxxxx X. Xxxxxxxx (SEAL)
---------------------------------- ------------------------------
(Witness as to Tenant) Date: 6/22/99
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this lease as of the day and year first above written.
-14-
15
COCONUT GROVE BANK BUILDING
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx, Xxxxxxx
RULES AND REGULATIONS
-------------------------------------------------------------------------------
1. Tenant will refer all contractors, contractors' representatives
and installation technicians rendering any service for Tenant to Landlord for
Landlord's supervision and/or approval before performance of any such
contractual services. This shall apply to all work performed in the building
including, but not limited to, installation of telephones, telegraph equipment,
electrical devices and attachments, and installations of any and every nature
affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any
other physical portion of the building. None of this work will be done by
Tenant without Landlord's written approval first had and obtained.
2. The work of the janitor or cleaning 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 services.
3. Movement in or out of the building of furniture or office
equipment, or dispatch or receipt by Tenant of any merchandise or materials
which requires the use of elevators or stairways, or movement through the
building entrances or lobby shall be restricted to the hours designated by
Landlord from time to time. All such movement shall be as directed by Landlord
and in a manner to be agreed upon between Tenant and Landlord by prearrangement
before performance. Such prearrangement initiated by Tenant shall include
determination by Landlord and subject to its decision and control of the time,
method, and routing of movement, limitations imposed by safety or other concerns
which may prohibit any article, equipment, or any other item from being brought
into the building. Tenant expressly assumes all risk of damage to any and all
articles so moved, as well as injury to any person or persons or the public
engaged or not engaged in such movement, including equipment, property, and
personnel of Landlord if damaged or injured as a result of any acts in
connection with carrying out this service for Tenant from the time of entering
property to completion of the work; and Landlord shall not be liable for the act
or acts of any person or persons so engaged in, or any damage or loss to any
property or persons resulting directly or indirectly from any act in connection
with such service performed by or for Tenant.
4. No sign or signs will be allowed in any form on the exterior of the
building or on any window or windows inside or outside of the building and no
sign or signs, except in uniform location and uniform style fixed by Landlord,
will be permitted in the public corridors or on corridor doors or entrance to
Tenant's space. All signs will be contracted for by Landlord for Tenant at the
rate fixed by Landlord from time to time, and Tenant will be billed and pay for
such service accordingly. Written consent from Landlord is an absolute
prerequisite for any such sign or signs any Tenant may be so permitted to use.
5. Tenant shall not place, install or operate on the demised premises
or in any part of the building, any engine, stove, or machinery, or conduct
mechanical operations or xxxx thereon or therein, or place or use in or about
the demised premises any explosives, gasoline, kerosene, oil, acids, caustics,
or any other inflammable, explosive, or hazardous material without the written
consent of Landlord first had and obtained.
i
16
6. Landlord will not be responsible for any lost or stolen personal
property, equipment, money or jewelry from Tenant's area or public rooms
regardless of whether such loss occurs when the area is locked against entry or
not.
7. No birds, animals, bicycles or vehicles shall be brought into or
kept in or about the building.
8. Landlord may permit entrance to Tenant's offices by use of pass
keys controlled by Landlord or employees, contractors or service personnel,
supervised or employed by Landlord.
9. None of the entries, passages, doors, elevators, elevator doors,
hallways, or stairways shall be blocked or obstructed or any rubbish, litter,
trash, or material of any nature placed, emptied or thrown into these areas, or
such areas be used at any time except for access or egress by Tenant, Tenant's
agents, employees, or invitees.
10. Landlord shall have the right to determine and prescribe the
weight and proper position of any unusually heavy equipment including safes,
large files, etc. that are to be placed in the building, and only those which in
the opinion of the Landlord will not do damage to the floors, structure and/or
elevators may be moved into said building. Any damage occasioned in connection
with the moving or installing of such aforementioned articles in said building
or the existence of same in said building shall be paid for by Tenant. Landlord
desires to maintain high standards of environment, comfort and convenience for
its Tenants. It will be appreciated if any undesirable conditions or lack of
courtesy or attention by its employees is reported directly to Landlord.
11. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than ingress and egress to and from the
demised premises.
12. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of the Landlord. No
curtains, blinds, shades or screens shall be attached to or hung in or used in
connection with, any window or door of the demised premises, without the prior
written consent of the Landlord.
13. The utility sinks, wash closets, water fountains, and other
plumbing fixtures shall not be used for any purposes other than those for which
they were constructed, and no sweepings, rubbish, rags, or other substances
shall be thrown therein. All damages resulting from any misuse of the fixtures
shall be borne by the Tenant who, or whose servants, employees, agents,
visitors, or licensees shall have caused the same.
14. No Tenant shall xxxx, paint, drill into, or in any way deface any
part of the demised premises or the building of which they form a part. No
boring, cutting, or stringing of wires shall be permitted, except with the
prior written consent of the Landlord, and as it may direct. Bottles, parcels
or other articles shall not be placed on the window xxxxx.
15. No Tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the use of
any musical instrument, radio, talking machine, unmusical noise, whistling,
singing, or in any other way. No Tenant shall throw anything out of the doors,
windows, or skylights, or down the passageways.
16. No additional locks or bolts of any kind shall be placed upon any
doors or windows by any Tenant nor shall any changes be made in existing
locks or the mechanism thereof. Each Tenant must, upon the termination of his
tenancy, restore to the Landlord all keys of offices and restrooms, either
furnished to, or
ii
17
otherwise procured by, such Tenant, and in the event of the loss of any keys so
furnished, such Tenant shall pay to the Landlord the cost thereof. The Landlord
may retain a pass key to the leased premises and must be allowed admittance
thereto at all reasonable times to enable its representative to examine the said
premises.
17. The premises shall not be used for gambling, lodging or sleeping
or for any immoral or illegal purposes.
18. Canvassing, soliciting, and peddling in the building are
prohibited and each Tenant shall cooperate to prevent the same.
19. No Tenant, nor any of the Tenant's servants, employees, agents,
visitors, or licensees, shall at any time operate vending machines dispensing
food, cigarettes, or other merchandise without the expressed permission of the
Landlord. No sale or sales, retail or wholesale, of merchandise or other
personal property shall be made by Tenant.
20. Tenant shall have use of mail chutes installed in the building
without charge; however, Landlord does not in any way guarantee the efficiency
of the said mail chutes and shall be in no way responsible for any damages or
delay arising from the use thereof.
iii
18
DIAGRAM
SCHEDULE "A"
19
DIAGRAM
SCHEDULE "A"
20
DIAGRAM
SCHEDULE "A"
21
SCHEDULE "B"-
RENTAL RATE
Suites 310, 403, and 500A - 7592 square feet
AFFILIATED NETWORKS, INC,
5 Year Lease with 2 Year Option
FIRST YEAR: July 1, 1999 to June 30, 2000
$16.50 per sq ft
$125,268 per annum, plus tax
SECOND & THIRD YEARS July 1, 2000 to June 30, 2002
$17.00 per sq ft
$129,064 per annum plus tax
FOURTH & FIFTH YEARS July 1, 2002 to June 30, 2004
$18.00 per sq ft
$136,656 per annum, plus tax
OPTION TO RENEW
Landlord grants Tenant the option to extend the lease term for an additional
two (2) year period. The rental rate for the option period shall be negotiated
no later than sixty (60) days prior to the end of the original lease period.
