Exhibit 10.5
LEASE AGREEMENT
for
00000 0XX XXXXXX XXXXX
BANKERS LIFE INSURANCE COMPANY (LANDLORD)
AND
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. (TENANT)
October 15, 2001
INDEX
Page No.
1. DEFINITIONS................................................................................................1
2. PREMISES...................................................................................................2
3. TERM.......................................................................................................3
4. RENT.......................................................................................................3
5. TENANT'S SHARE OF OPERATING COSTS..........................................................................3
6. SECURITY DEPOSIT...........................................................................................6
7. ADDITIONS AND ALTERATIONS..................................................................................6
8. PERMITTED USE..............................................................................................6
9. UTILITIES..................................................................................................7
10. INDEMNIFICATION; INSURANCE.................................................................................8
11. ASSIGNMENT OR SUBLETTING..................................................................................10
12. SIGNS; ADVERTISING........................................................................................10
13. MAINTENANCE OF INTERIOR OF PREMISES.......................................................................11
14. DAMAGE OR DESTRUCTION.....................................................................................11
15. DEFAULTS..................................................................................................11
16. REMEDIES..................................................................................................12
17. LANDLORD'S RIGHT OF ENTRY.................................................................................14
18. NOTICES...................................................................................................14
19. TAXES ON TENANT'S PERSONAL PROPERTY
AND TAXES ASSESSED ON RENTALS.............................................................................14
20. COSTS OF COLLECTION.......................................................................................14
21. PRIOR AGREEMENTS..........................................................................................15
22. FLOOR PLANS...............................................................................................15
23. NO AUTOMATIC RENEWAL......................................................................................15
24. BUILDING STANDARDS MANUAL.................................................................................15
25. TERMS AND HEADING.........................................................................................15
26. CONDEMNATION..............................................................................................16
27. SUBORDINATION TO MORTGAGES................................................................................16
28. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS............................................................16
29. QUIET ENJOYMENT...........................................................................................17
30. PARKING SPACES............................................................................................17
31. SUBSTITUTION OF PREMISES..................................................................................17
32. LANDLORD'S RIGHT TO ALTER COMMON AREAS....................................................................17
33. EXCULPATION...............................................................................................17
34. SUCCESSORS AND ASSIGNS....................................................................................18
35. SECURITY AGREEMENT........................................................................................18
36. ATTORNEY'S FEES...........................................................................................18
37. MECHANICS LIEN............................................................................................18
38. RECORDATION...............................................................................................18
39. RADON GAS.................................................................................................18
40. REAL ESTATE BROKER........................................................................................19
EXHIBIT "A" ......................................................................................FLOOR PLAN
EXHIBIT "B".....................................................................BUILDING RULES & REGULATIONS
LEASE AGREEMENT
THIS LEASE, made as of the 15th day of October 2001, by and between
BANKERS LIFE INSURANCE COMPANY, hereinafter called the "Landlord", and
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC., hereinafter referred to as the
"Tenant";
WITNESSETH:
For and in consideration of the rents, covenants, agreements and
conditions hereinafter reserved, made and entered into on the part of the
Tenant to be paid, performed, and observed, it is hereby stipulated, covenanted
and agreed by and between the Landlord and the Tenant as follows:
1. DEFINITIONS
As used in this Lease Agreement, the terms enumerated below as items
1.1 to 1.18 inclusive shall have only the meaning set forth in this
section unless the same shall be expressly modified, limited or
expanded elsewhere in the Lease Agreement, in which event, such
modification, limitation and/or expansion shall supersede the
applicable terms set forth below:
1.1 EXHIBITS:
The following Exhibits attached to this lease are
incorporated herein and made a part hereof:
Exhibit A: Floor Plan of Premises
Exhibit B: Building Standards Manual
1.2 BUILDING:
Bankers Life Insurance Building
00000 0xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Legal description:
Xxx 0, Xxxxx 0, Xxxxxxx Xxxxxxxx Replat as recorded
in Plat Book 107, page 72, of the Public Records of
Pinellas County, Florida.
1.3 PREMISES OR DEMISED PREMISES: As outlined on Exhibit A
1.4 TERM: Six (6) months
1.5 COMMENCEMENT DATE: The date Tenant or anyone claiming under
or through Tenant first occupies the Premises for the conduct
of business. "Occupancy", "occupy" or "occupies" as used in
this Lease shall mean use of the Premises for any reason by
Tenant or Tenant's agents, licensees, employees, directors,
officers, partners, trustees, and invitees (collectively,
"Tenant's Employee").
1.6 TERMINATION DATE: Six (6) months after Commencement Date.
1.7 BASE RENT: The Base Rent payment schedule shall be $30,806.28
for the term, payable $5,134.38 per month.
* Monthly payments shown above do not include applicable monthly Florida
State Sales Tax, which tax Tenant shall pay to Landlord along with
rent.
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1.8 PREPAID RENT: Simultaneously with Tenant's execution of this
Lease, Tenant shall pay to Landlord the sum of $5,493.79
representing prepayment of first month's Base Rent in the
amount of $5,134.38, including applicable Florida State sales
tax of $359.41.
1.9 RENTABLE AREA OF DEMISED PREMISES ("NET RENTABLE AREA"): The
term Net Rentable Area shall mean 4,650 rentable square feet
which Landlord and Tenant have mutually agreed is the Net
Rentable Area of the Premises. Tenant acknowledges that the
Net Rentable Area of the Premises includes the usable area,
without deduction for columns or projections, multiplied by a
load or connection factor to reflect a share of certain areas
which may include lobbies, corridors, mechanical, utility,
janitorial, boiler and service rooms and closets, restrooms
and other public, common and service areas of the capital
building.
1.10 TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS
("PROPORTIONATE SHARE"): N/A
1.11 TENANT IMPROVEMENT ALLOWANCE: N/A
1.12 NUMBER OF PARKING SPACES THAT TENANT SHALL RENT: Not
applicable/ parking provided on site.
1.13 SECURITY DEPOSIT: N/A
1.14 PERMITTED USE: The Premises may be used for general office
use.
1.15 TENANT'S ADDRESS: Insurance Management Solutions
Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxxxxxxx, XX 00000
1.16 LANDLORD'S ADDRESS: Bankers Life Insurance Company
00000 0xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
1.17 GUARANTORS: N/A
1.18 BASE YEAR: 2001 as further defined below.
2. PREMISES:
2.1 The Landlord does hereby let, demise and lease the Premises
to the Tenant, and the Tenant does hereby hire and take the
Premises from the Landlord for the Term of this Lease.
2.2 Tenant acknowledges that this Lease is made subject to all
existing liens, encumbrances, deeds of trust, reservations,
restrictions and other matters of record and to zoning,
building and fire ordinances and all governmental statutes,
rules and regulations relating to the use or occupancy of the
Premises, as same may hereafter be amended from time to time.
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3. TERM
3.1 The Term of this Lease shall commence on the Commencement
Date and shall terminate on the Termination Date, unless
terminated sooner in accordance with the terms of this Lease.
3.2 If Landlord, through no fault of Tenant, cannot deliver
possession of the Premises to Tenant on the Commencement
Date, such delay shall not affect the validity of this Lease
nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom, but there shall be a proportionate
reduction of rent covering the period between the
Commencement Date and the time when Landlord delivers
possession of the Premises to Tenant. No such delay shall
operate to extend the Term.
4. RENT
4.1 Tenant agrees to pay to Landlord each year during the Term
the Annual Rent for the Premises. The Annual Rent shall be
paid in monthly installments equal to the Monthly Rent. The
Monthly Rent shall be due and payable in advance, on or
before the first day of each calendar month during the entire
Term, commencing with the first full calendar month of the
Term; provided that Tenant shall pay to the Landlord on the
Commencement Date the prorated Monthly Rent attributable to
the month in which the Commencement Date occurs if the
Commencement Date is other than the first day of a month.
Concurrently with the execution of this Lease, Tenant shall
pay to Landlord the Prepaid Rent plus Florida State Sales Tax
thereon and any other tax applicable to the Rent.
4.2 Tenant agrees to pay to Landlord as additional rent upon
demand (but not more frequently than monthly) all charges for
any services, goods or materials furnished by Landlord at
Tenant's request which are not required to be furnished by
Landlord under this Lease without separate charge or
reimbursement.
4.3 Any rent for any fractional month shall be prorated based on
a thirty (30) day month, and for any fractional year shall be
prorated based on a three hundred sixty-five (365) day year.
All rent payable by Tenant to Landlord under this Lease shall
be paid to Landlord in lawful money of the United States of
America at Landlord's office located in the Building, or to
such other person or at such other place as Landlord may from
time to time designate in writing. All rent shall be paid
without prior demand, deduction, setoff or counterclaim.
4.4 A late payment penalty shall be added to any rent not
received by Landlord within ten (10) days of the due date.
Such penalty shall be equal to the interest that accrues on
said amount from the date the payment was due until the date
on which Landlord receives said payment, computed at the rate
of eighteen percent (18%) per annum.
4.5 Tenant shall pay to Landlord concurrently with the payment of
the Monthly Rent and other sums all Florida State Sales Tax
and any other tax that is applicable to such payment.
5. TENANT'S SHARE OF OPERATING COSTS
5.1 In addition to Base Rent, Tenant shall pay Tenant's
percentage share as specified in paragraph 5.2 (f) of the
"Building Operating Costs" (as hereinafter defined), paid or
incurred by Landlord in each year during the term in excess
of the Building Operating Cost for the Base Year ("Operating
Expenses Rent") which shall be the calendar year ending
December 31, 2001, and which is projected to be $4.50 per
square foot of Net Rentable Area.
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(a) The term "Building Operating Costs" include:
(i) All taxes, assessments, water and sewer
charges and other similar governmental
charges levied on or attributable to the
Building, the Land, and the roads walks,
plazas, landscaped areas, garages and
parking areas, common areas, improvements,
and facilities thereon (collectively, the
"Property"), or its operation, including,
but not limited to, general and special
real property taxes and assessments levied
or assessed against the Property, personal
property taxes or assessments levied or
assessed against the Property, and any tax
measured by gross rentals received from the
Property, together with any costs incurred
by Landlord (including attorney's fees) in
contesting any such taxes, assessments or
charges; but excluding any net income,
capital stock, estate or inheritance taxes
imposed by the State or Federal Government
or by any agency, branch or department
thereof; provided that if at any time
during the Term there shall be levied,
assessed or imposed on Landlord or the
Property by any governmental entity, any
general or special, ad valorem or specific,
excise, capital levy or other tax,
assessment, levy or charge directly on the
rent received under this Lease (except as
separately paid to Landlord in accordance
with Paragraph 4.6, above) or other leases
affecting the Property and/or any license
fee, excise or sales tax, assessment, levy
or charge measured by or based, in whole or
in part, upon such rents, and/or transfer,
transaction, or similar tax, assessment,
levy or charge based directly or indirectly
upon the transaction represented by this
Lease or other leases affecting the
Property, and/or occupancy, use, per capita
or other tax, assessment, levy or charge
based directly or indirectly upon the use
or occupancy of the Premises or the
Property, then all such taxes, assessments,
levies and charges shall be deemed to be
included in the term "Building Operating
Costs"; plus
(ii) Operating costs of the Property consisting
of any and all costs incurred by Landlord
in repairing, maintaining, insuring, and
operating the Property and all personal
property of Landlord used on connection
therewith, including (without limiting the
generality of the foregoing) the following:
all costs of repairs; all costs of
utilities and public services (including
but not limited to electricity, gas, light
and light bulbs, heating and air
conditioning, water, fuel, refuse, sewer,
and telephone); all costs of supplies,
materials; all insurance costs (including
but not limited to public liability,
extended coverage property damage and
casualty, business interruption, loss of
rents, flood, earthquake, xxxxxxx'x
compensation, with companies and in amounts
as determined by Landlord); licenses,
permits, inspection fees; costs of striping
and paving parking areas and driveways;
painting; repair, maintenance and
replacement of plumbing, roofing, elevator,
HVAC, electrical and other systems; repair,
maintenance and replacement (including
reasonable reserves for depreciation and
replacements) of all improvements, both
structural and non-structural; any costs of
services of independent contractors,
security personnel, trash removal
exterminator, landscaping, parking
operations, and maintenance personnel and
costs of compensation (including employment
taxes and fringe benefits) of all persons
who perform management, operation,
maintenance, repair and overhaul of the
Property and equipment thereon used in
connection therewith, including, without
limitation, full or part time building
staff, janitors, foremen, window washers,
security personnel and gardeners; any costs
for contract maintenance of any or all of
the above; and all legal, accounting and
other professional expenses in connection
with the operation of the Property.
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(b) In the event any utilities or costs are separately
metered with respect to the Premises, Tenant shall
pay monthly to Landlord the amount of such
separately metered utilities as reimbursement of
these costs, and no amounts representing the cost of
separately metered utilities furnished to Tenant
shall be included in Building Operating Costs;
provided, however, that Tenant shall nevertheless
pay its Proportionate Share of all other utilities
included under (a) hereinabove. If any other lessee
of the Building so pays any such separately metered
utility or other costs or pays separately stated
personal property taxes, the amount so paid to
Landlord shall be excluded from Building Operating
Costs.
5.2 The Rent Adjustment shall be payable by Tenant to Landlord in
accordance with the following:
(a) From time to time during the Term, Landlord shall
notify Tenant of Landlord's estimate of the Rent
Adjustment for the twelve (12) succeeding calendar
months. Upon receipt of such notice, Tenant shall
pay to Landlord, during each of the succeeding
twelve calendar months, one-twelfth (1/12) of the
estimated Rent Adjustment. If at any time during a
year Landlord determines that its estimate is
incorrect by no less than 15%, Landlord may notify
Tenant of the revision of such estimate and
thereafter for the remainder of such twelve (12)
months Tenant shall pay estimated Rent Adjustment
based upon such revision. On or before March 15th of
each calendar year, Landlord shall deliver to Tenant
the actual statement of the amount of Building
Operating Costs for the preceding calendar year as
well as Tenant's actual Rent Adjustment based
thereon. Any adjustments payable by Tenant, as shown
on such final statement, or any reduction in amount
previously paid by Tenant, shall be paid by, or
reimbursed to Tenant, within fifteen (15) days from
receipt of such statement.
(b) Tenant shall have the right, at Tenant's expense, to
perform by May 15 of any year an audit of the
Building Operating Costs of the preceding calendar
year as well as the calculations of Tenant's
Proportionate Share thereof. Alternatively, Landlord
may at its sole discretion provide Tenant with an
audited statement of such expenses prepared by an
independent Certified Public Accountant.
(c) In the event that Tenant shall fail to object prior
to May 15 to any amounts set forth in the Statement
of Rent Adjustment delivered by Landlord, said
statement shall be deemed binding, conclusive and
final on Tenant and Landlord.
(d) Notwithstanding anything to the contrary
hereinabove, Landlord's failure to timely deliver
said notice and statements to Tenant shall not
constitute a waiver by Landlord nor a defense by
Tenant toward payment of amounts required to be paid
to Landlord after receipt of written notice of said
amounts by Tenant. In the event Landlord delivers
said statements after March 15, the May 15 objection
date shall be extended by a like amount of time.
(e) If this Lease shall commence on any day other than
the first day of a month or terminate on a day other
than the last day of a month, the amount of any Rent
Adjustment payable by Tenant for the month in which
this Lease commences or terminates shall be
equitably prorated and shall be due and payable
within thirty (30) days of such commencement or
termination.
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(f) Tenant's Percentage Share of the Operating Expenses
is the proportion that the rentable square footage
occupied by Tenant bears to the total rentable
square footage of the Building as determined by the
Landlord. Notwithstanding any provision of this
paragraph to the contrary, if the Building is less
than ninety-five percent (95%) leased and/or
occupied during any calendar year, including the
Base Year for the purposes of determining Base Year
Operating Expenses, appropriate adjustments shall be
made so that Operating Expense Rent shall be
computed for such year as though 95% of the Building
had been leased and occupied during such year.
6. SECURITY DEPOSIT
Concurrently with the execution of this Lease, Tenant shall deposit
with Landlord the Security Deposit, which shall be held by Landlord,
without obligation for interest, as security for the full, faithful,
and timely performance of Tenant's covenants and obligations under
this Lease, it being expressly understood and agreed that the Deposit
is not an advance rental deposit or a measure of Landlord's damages in
case of Tenant's default. Upon the occurrence of any "Event of
Default" (as herein defined) by Tenant, Landlord may, from time to
time, without prejudice to any other remedy provided herein or
provided by law, use the Security Deposit to the extent necessary to
make good any arrears of sums payable by Tenant under this Lease, and
to pay for any other damage, injury, expense or liability caused by
such default; and Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original
amount, and Tenant's failure to do so shall be a default under this
Lease. Although the Security Deposit shall be deemed the property of
Landlord, any remaining balance of the Security Deposit shall be
returned by Landlord to Tenant at such time after termination of this
Lease that all of Tenant's obligations under this Lease have been
fulfilled. Landlord shall not be required to hold the Security Deposit
in trust or to maintain the Security Deposit in any separate account.
7. ADDITIONS AND ALTERATIONS
No changes, alterations, improvements, or additions to the Premises
shall be made to or upon said Premises or any part thereof without the
written consent of the Landlord being first had and obtained. All
changes, alterations, additions and improvements made or placed in or
upon the Premises by the Landlord or the Tenant, and which by
operation of law would become a part of the real estate, shall
immediately upon being made or placed thereon become the property of
the Landlord and shall remain upon and be surrendered with the
Premises as a part thereof, at the termination, by lapse of time or
otherwise, of the Term herein granted. Any such changes, alterations,
improvements, or additions shall be done in conformity with the
"Building Standards Manual" furnished herewith as Exhibit "B", as well
as with such other reasonable requirements as Landlord may impose upon
the granting of its written consent. If Landlord requests Tenant to
remove any additions or alterations in writing at the time Tenant
requests Landlord's consent to such additions and alterations, then
Tenant shall remove all or any part of any improvements made to the
Premises upon expiration.
8. PERMITTED USE
8.1 The Premises shall be used only for the Permitted Use and for
no other purpose. The Tenant, shall, at its own cost and
expense, obtain any and all licenses and permits necessary
for such use. The Tenant shall comply with all governmental
laws, ordinances and regulations applicable from time to time
to its use of the Premises, and shall promptly comply with
all governmental orders and directives for the correction,
prevention and abatement of nuisances in or upon, or
connected with the Premises, all at the Tenant's sole
expense.
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8.2 The Tenant shall not do, suffer or permit anything to be done
in, on or about the Premises or the Property, nor bring, nor
keep anything therein which will in any way affect fire or
other insurance upon the Building or any of its contents or
which will in any way conflict with any law, ordinance, rule
or regulation now or hereafter in force or effect relating to
the occupancy and use of the Premises and said Property, or
in any way obstruct or interfere with the rights of other
lessees or users of the Property, or injure or annoy them,
nor use, nor allow the Premises or the Building to be used
for any improper, immoral, unlawful or objectionable purpose,
cooking therein, and nothing shall be prepared, manufactured,
or used in the Premises which might emit an odor into the
corridors of the building.
8.3 The Tenant will not, without the written consent of the
Landlord, use any apparatus, machinery, or equipment or
device in, on or about the Premises which may cause any
excessive noise or may set up any excessive vibration or
excessive floor loads or which in any way would increase the
normal amount of electricity agreed to be furnished or
supplied under this Lease, or as specified in the Building
Standards Manual, and further, the Tenant shall not connect
with water any apparatus, machinery, equipment or devise
without the prior written consent of the Landlord. The Tenant
shall, at the Tenant's sole cost and expense, comply with all
of the requirements of all municipal, state and federal
authorities now or hereafter in force, pertaining to said
Premises, and shall faithfully observe in the use of said
Premises and Property all municipal ordinances and
regulations and state and federal statutes and regulations
now or hereafter in force and effect.
8.4 Any change in law or otherwise which may make Tenant's use of
the Premises impracticable or impossible shall not affect
Tenant's obligations under this Lease.
9. UTILITIES; JANITORIAL SERVICES
Subject to Tenant's obligation to pay rent under this Lease and
perform Tenant's other obligations, the Landlord agrees to furnish in
connection with the Premises, the following: electricity (commensurate
with the Landlord's electrical system and wiring in the building of
which the Premises are a part, supplying approximately 110 volts) for
lights and other usual and ordinary office purposes; replacement of
ceiling light bulbs and tubes in the fixtures provided by the
Landlord; heat and air conditioning, subject to government authority
regulations from time to time in effect, during normal business hours
(8 a.m. to 6 p.m., Monday through Friday, except holidays and from 8
a.m. to 1 p.m. on Saturdays); janitorial services as specified in the
Building Standards Manual; and provide for use in common of the
elevators, restrooms, and other like facilities of the Building. After
hours HVAC shall be available at a cost of $25.00 per hour, per suite,
subject to increases with changes in energy ratios. Tenant shall be
required to provide 24 hour notice of its desire for after hours HVAC
(two hour minimum); however, in the event Tenant is not able to
provide such notice, Lessor will use its reasonable efforts to
accommodate Tenant. All said costs shall be included in Building
Operating Costs. Landlord reserves the right to establish special
charges to be paid by Tenant for additional non-standard services
provided. The Landlord shall not be liable for the failure to furnish
any of the items or services herein mentioned when such failure is
caused by or results from accidents or conditions or matters beyond
the reasonable ability of the Landlord to control, or caused by or
resulting from lack of utility services, breakdown of mechanical
equipment, repairs, labor disturbances, or labor disputes of any
character, whether resulting from or caused by acts of the Landlord or
otherwise; nor shall the Landlord be liable under any circumstances
for loss of or injury to property or persons, however occurring,
through or in connection with or incidental to the furnishing of any
of such items or services, nor shall any such failure relieve the
Tenant from the duty to pay the full amount of rent and other sums of
money herein provided to be paid by the Tenant, or constitute or be
construed as a constructive or other eviction of the Tenant.
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10. INDEMNIFICATION; INSURANCE
10.1 INDEMNITY. Tenant agrees to indemnify, defend and save
harmless Landlord, Bankers Insurance Company any property
manager(s) engaged by Landlord or Bankers Insurance Company
and each of their affiliated companies, partners,
shareholders, agents, directors, officers, and employees
(collectively, "Indemnitees") from and against any and all
liabilities, damages, claims, suits, injuries, costs
(including court costs, attorneys' fees and costs of
investigation, and actions of any kind arising or alleged to
arise by reason of injury to or death of any person or damage
to or loss of property occurring on, in, or about the Leased
Premises or by reason of any other claim whatsoever of any
person or party occasioned or alleged to be occasioned in
whole or in part by any act or omission on the part of Tenant
or any invitee, licensee, agent, employee, director, officer,
contractor, subcontractor, or tenant of Tenant, or by any
breach, violation, or nonperformance of any covenant of
Tenant under this Lease (collectively "Liabilities") even if
such Liabilities arise from or are attributed to the
concurrent negligence of any Indemnitee. The only Liabilities
with respect to which Tenant's obligation to indemnify the
Indemnitees does not apply is with respect to Liabilities
resulting from the sole gross negligence or willful
misconduct of an Indemnitee. If any action or proceeding is
brought by or against any Indemnitee in connection with any
such Liabilities, Tenant shall defend such action or
proceeding, at Tenant's expense, by or through attorneys
reasonable satisfactory to Landlord. The provisions of this
paragraph apply to all activities of Tenant with respect to
the Leased Premises or Building, whether occurring before or
after the Commencement Date of the Term and before or after
the expiration or termination of this Lease. Tenant's
obligations under this paragraph are not limited to the
limits or coverage of insurance maintained or required to be
maintained by Tenant under this Lease.
10.2 TENANT'S INSURANCE. Tenant shall, at its sole expense,
maintain in effect at all times during the Term, insurance
coverage with limits not less than those set forth below with
insurers reasonably acceptable to Landlord and which are
licensed to do business in the State of Florida, to wit:
Insurance Minimum Limits
--------- --------------
A. Workers' Compensation
Workers' Compensation Statutory
Employer's Liability $500,000
This policy shall include a Waiver of Subrogation in
favor of the Indemnitees.
B. Commercial General Liability
Bodily Injury/Property Damage 1,000,000 each occurrence, or equivalent,
(Occurrence Basis) subject to a $1,000,000 aggregate
This policy shall be on a form acceptable to Landlord,
endorsed to include the Indemnitees as additional
insured, contain cross-liability and severability of
interest endorsements, state that this insurance is
primary insurance as regards any other insurance
carried by any Indemnitee, and shall include the
following coverages:
(1) Premises/Operations;
(2) Independent Contractors;
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(3) Broad Form Contractual Liability
specifically in support of, but
not limited to, the Indemnity
sections of this Lease; and
(4) Personal Injury Liability with
employee and contractual
exclusions removed.
C. Comprehensive Automobile Liability
Combined single limit for $500,000 of equivalent
bodily injuries/property damage
This policy shall be on a standard form written to
cover all owned, hired and non-owned automobiles.
This policy shall be endorsed to include the
Indemnitees as additional insured, contain
cross-liability and severability of interest
endorsements, and state that this insurance is
primary insurance as regards any other insurance
carried by any Indemnitee.
Evidence of these coverages represented by original
Certificates of Insurance issued by the insurance
carrier must be furnished to the Landlord prior to
Tenant's occupation of the Premises as well as each
year during the Term on the annual anniversary date
of the Commencement Date. Certificates of Insurance
shall specify the Landlord as an additional insured
as provided for above, as well as the Waivers of
Subrogation. Such Certificate of Insurance shall
state that Landlord will be notified in writing
thirty (30) days prior to cancellation, material
change, or non-renewal of insurance. If Tenant does
not procure insurance as required hereunder or if
Tenant fails to provide original Certificates of
Insurance as hereinabove provided, then Landlord
may, upon advance written notice to Tenant, cause
such insurance to be issued, and Tenant shall pay to
Landlord the premium of such insurance within ten
(10) days of Landlord's demand, plus interest at the
highest lawful rate for a loan of like amount from
the date of payment by Landlord until repaid by
Tenant. For purposes of the foregoing, Tenant
appoints Landlord as its attorney-in-fact with all
necessary powers of attorney to effectuate such
insurance on behalf of and in the name of Tenant.
Upon the request of Landlord, Tenant shall provide
Landlord with certified copies of any and all
applicable insurance policies.
10.3 WAIVER OF LIABILITY. No Indemnitee will be liable in any
manner to Tenant or any other party claiming by through or
under Tenant for any injury to or death of persons unless
caused by the sole negligence or willful misconduct of an
Indemnitee. In no event will any Indemnitee be liable in any
manner to Tenant or any other party as the result of the acts
or omissions of Tenant, its invitees, licensees, agents,
employees, directors, officers, contractors, subcontractors,
or tenants of Tenant, or any other tenant of the Building.
All personal property upon the Leased Premises is at the risk
of Tenant only and no Indemnitees will be liable for any
damage thereto or theft thereof, regardless of whether such
property is entrusted to employees of the Building, or such
loss or damage is occasioned by casualty, theft, or any other
cause of whatsoever nature, even if due in whole or in part
to the negligence of any Indemnitee.
10.4 WAIVER OF SUBROGATION. Notwithstanding anything herein to the
contrary, no party will have any right or claim against any
Indemnitee for any property damage (whether caused, in whole
or in part, by negligence or the condition of the Leased
Premises or the Building or any part thereof) by way of
subrogation or assignment, Tenant hereby waiving and
relinquishing any such right. To the extent Tenant chooses to
insure its property, Tenant shall request its insurance
carrier to endorse all applicable policies waiving the
carrier's right of recovery under subrogation or otherwise in
favor of any Indemnitee and provide Landlord with a
certificate of insurance verifying this waiver.
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Landlord hereby waives and relinquishes any right or claim
against Tenant for damage to the Leased Premises or the
Building by way of subrogation or assignment, to the extent
covered by insurance proceeds. Landlord shall request its
insurance carrier to endorse all applicable policies waiving
the carrier's right of recovery under subrogation or
otherwise in favor of Tenant and a certificate of insurance
will be made available at the request of the Tenant.
11. ASSIGNMENT OR SUBLETTING
11.1 The Tenant shall not sell, assign, transfer, mortgage,
hypothecate or otherwise encumber this Lease or the leasehold
interest granted hereby, or any interest therein, or permit
the use of the Premises or any part thereof by any person or
persons other than the Tenant and Tenant's employees and
business invitees, or sublet the Premises, or any part
thereof, without the written consent of the Landlord in
Landlord's sole discretion in each such case being first had
and obtained; and notwithstanding any such assignment,
mortgage, hypothecation, encumbrance or subletting, the
Tenant shall at all times remain fully responsible and liable
for the payment of the rent and other sums of money herein
specified and for compliance with all of the obligations of
the Tenant under the terms, provisions and covenants of the
Lease. If Tenant is a corporation, unincorporated
association, trust or general or limited partnership or
limited liability company or partnership, the sale,
assignment, transfer or hypothecation of any stock or other
ownership interest of such entity which from time to time in
the aggregate exceeds twenty-five percent (25%) of such
interest shall be deemed an assignment subject to the
provisions of this Paragraph 11.1.
11.2 If Tenant subleases or assigns any portion of the Premises
and whether or not such sublease or assignment was consented
to, and the rental exceeds the amount of rent due hereunder,
Tenant shall pay to Landlord one-half (1/2) of all such
excess rent as additional rent. In no event shall Tenant be
permitted to sublease or assign any portion of the Premises
at a rental amount less than the amount due under the terms
of this Lease.
11.3 Any act described in Section 11.1 that is done without the
consent of the Landlord shall be null and void and shall be
an Event of Default.
11.4 Landlord shall have the right to sell, transfer or assign any
of its rights and obligations under this Lease.
12. SIGNS; ADVERTISING
The Tenant shall not place or maintain or permit to be placed or
maintained any signs or advertising of any kind whatsoever on the
exterior of the Building, or on any exterior windows in said Building,
or elsewhere within the Premises so as to be visible from the exterior
of said Building, or on the interior walls or partitions, including
doorways, of the Premises, visible from the public hallways or other
public areas of the Building except such numerals and lettering on
doorways as may be approved and permitted by the Landlord (and the
Landlord shall have the right to specify the size, design, content,
materials to be used and locations upon the door of any such materials
and letter); and the Tenant shall not place or maintain, nor permit
the placing or maintaining, and shall promptly remove any that may be
placed by Tenant, of any awnings or other structure or material or
machinery or equipment of any kind whatsoever on the exterior or
extending to the exterior of the Building, or on the outside (that is
to say, the side not facing inward toward the interior of the
Premises) of any interior wall or partition separating the Premises
from other portions or areas of said Building.
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13. MAINTENANCE OF INTERIOR OF PREMISES
The Tenant shall take good care of the Premises and shall, at the
Tenant's own cost and expenses, keep in good sanitary condition and
repair and shall promptly make all repairs to the same to the
satisfaction of the Landlord, except for usual and ordinary wear and
tear by reasonable use and occupancy or fire or other casualty; and at
the end or other expiration of the Term, shall deliver up the Premises
in the same condition as received, ordinary wear and tear by ordinary
use thereof, fire and other casualty only excepted. Landlord may, but
shall not be obligated to, make any repairs that are not promptly made
by Tenant and charge Tenant for the cost thereof as rent. Tenant
waives all rights (whether statutory or otherwise) to make repairs at
the expense of Landlord, to cure any alleged defaults by Landlord at
the expense of Landlord, or to deduct the cost thereof from rent or
other sums due Landlord hereunder.
14. DAMAGE OR DESTRUCTION
If the Building is, without fault of the Tenant, damaged by fire or
other peril to the extent that the entire Demised Premises are
rendered untenantable and cannot be reasonably rendered in as good a
condition as existed prior to the damage within one hundred eighty
(180) days from the date of such damage, the Term of this lease may be
terminated by the Landlord or the Tenant by giving written notice to
the other party; but if such damage is not such as to permit a
termination of the Term of this Lease as above provided, then if such
damage is not caused by Tenant or Tenant's agents, employees, guests
or invitees, a proportionate reduction shall be made in the rent
herein reserved corresponding to the time during which and to the
portions of the Premises of which the Tenant shall hereby be deprived
of possession. The Tenant agrees that Landlord shall not be
responsible or liable for any loss due to business interruption
occasioned by such fire, casualty or other cause which renders the
Premises untenantable nor shall Landlord be liable for any damage to
Tenant's property or persons. Tenant may not terminate this Lease on
account of any damage caused by Tenant or Tenant's agents, employees,
guests or invitees.
15. DEFAULTS
15.1 Each and any of the following shall be deemed an "Event of
Default" by Tenant and a material breach of the Lease:
(a) Tenant's failure to pay the Monthly Rent or any
other sum payable by Tenant hereunder as and when
such payment is due and such failure shall continue
for ten (10) days after written notice by Landlord
to Tenant of such failure;
(b) Tenant's failure to observe, keep or perform any of
the other terms, covenants, agreements or conditions
under this Lease, including, without limitation, the
Building Standards Manual, that Tenant is obligated
to observe or perform and said failure continues for
a period of ten (10) days after written notice by
Landlord; provided that if the nature of Tenant's
default is such that it cannot be cured solely by
the payment of money and that more than ten (10)
days are reasonably required for its cure, then
Tenant shall not be in default hereunder if it shall
commence the correction of such default within said
ten (10) day period and shall diligently prosecute
the same to completion;
(c) Tenant's vacation or abandonment of the Premises;
(d) (i) Tenant's (or general partner of Tenant, if
Tenant is a partnership) making an
assignment for the benefit of creditors; or
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(ii) A custodian, trustee, receiver or agent
being appointed or taking possession of all
or substantially all of property of Tenant
(or a general partner of Tenant); or
(iii) Tenant's failure to pay Tenant's debts as
such debts become due; or
(iv) Tenant's (or a general partner of Tenant)
becoming "insolvent" as that term is
defined in Section 101(26) of the "Revised
Bankruptcy Act" (Title II of the United
States Code; II U.S.C. &101 et seq.); or
(v) Tenant's (or a general partner of Tenant
(a) filing of a petition with the
bankruptcy court under the Revised
Bankruptcy Act, or (b) otherwise filing any
petition or applying to any tribunal for
appointment of a custodian, trustee or
receiver of Tenant (or of a general partner
of Tenant) or commencing any proceeding
relating to Tenant (or a general partner of
Tenant) under any bankruptcy or
reorganization statute or under any
arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in
effect; or
(vi) Any petition being filed against Tenant (or
a general partner of Tenant) under the
Revised Bankruptcy Act and either (A) the
bankruptcy court orders relief against
Tenant (or a general partner of Tenant)
under the chapter of the Revised Bankruptcy
Act under which the petition was filed, or
(B) such petition is not dismissed by the
bankruptcy court within sixty (60) days of
the date of filing; or
(vii) Any petition or application of the type
described in subparagraph (v)(b), above,
filed against Tenant (or a general partner
of Tenant), or any proceeding of the type
described in subparagraph (v)(b), above, is
commenced, and either (a) Tenant (or a
general partner of Tenant) by any act
indicates its approval thereof, consent
thereto, or acquiescence therein, or (b) an
order is entered appointing any such
custodian, trustee, receiver or agent,
adjudicating Tenant (or a general partner
of Tenant) bankrupt or insolvent, or
approving such petition or application in
any such proceeding, and any such order
remains in effect for more than sixty (60)
days; or
(e) Any guarantor of this Lease defaulting under any
guaranty of this Lease, or attempting to repudiate
or revoke any such guaranty or any obligation under
such guaranty; or the occurrence of any event
described in Paragraph 15(d), above, with respect to
any guarantor of this Lease (as if Paragraph 15(d)
referred to such guarantor in place of "Tenant"); or
(f) The liquidation, dissolution, failure to exist or
disqualification of Tenant.
15.2 Landlord shall have the right, but not the obligation, to
cure any of Tenant's defaults under this Lease, in which
event Tenant shall forthwith reimburse Landlord all costs
thereof, including any attorneys' fees, together with
interest from the date expended until the date repaid at the
rate of eighteen percent (18%) per annum. No exercise of this
right shall be deemed to be an acceptance of such default or
a waiver thereof.
16. REMEDIES
16.1 Upon the occurrence of an Event of Default hereunder,
Landlord may at any time thereafter, without notice or demand
except as stated hereafter and without limiting Landlord in
the
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exercise of any other right or remedy which Landlord may have
by reason of such default or breach:
(a) Enter upon and take possession of the Premises. In
such event, Landlord shall have the right to remove
all persons and property from the Premises and store
such property in a public warehouse or elsewhere at
the cost and risk of and for the account of Tenant,
and all such persons shall quit and surrender
possession of the Premises to Landlord. Tenant
hereby waives all claims for damages which may be
caused by the entry of Landlord and taking
possession of the Premises or removing and storing
the furniture and property and hereby agrees to
indemnify and save Landlord harmless from any loss,
costs, damages or liability occasioned thereby, and
no such entry shall be considered or construed to be
forcible entry or construed to be a termination of
the Lease unless Landlord expressly elects to
terminate this Lease. Should Landlord elect to
enter, as hereby provided, or should Landlord take
possession pursuant to legal proceedings or pursuant
to any notice provided by law, Landlord may then or
at any time thereafter terminate this Lease pursuant
to Paragraph 16.1(c), below:
(b) Tenant and each and every subtenant and assignee of
Tenant shall remain and continue liable for the
equivalent of the rent and other charges herein
reserved and required by the Tenant to be paid and
met until the expiration of this Lease and for any
and all loss or damage, including all fees and
expenses and attorneys' fees which the Landlord may
sustain or incur by reason of any such event, and
the Landlord may relet all or any part of the
Premises at such price and upon such terms and for
such duration of time as the Landlord may determine
in the name of the Landlord or as agent of the
Tenant, or otherwise, and receive the rent therefor
and apply the same first to the payment of such
expenses and fees as the Landlord may have incurred
in entering, dispossessing and in letting, including
among others all expenses of the Landlord reasonably
incurred in putting the Premises in proper condition
(including tenant improvements) and then to the
payment of the rent and other charges reserved
hereunder and the fulfillment of the Tenant's
covenants hereunder, the Tenant and any subtenant of
the Tenant and assignee of the Tenant shall remain
liable for any deficiency. Acts of maintenance,
efforts to relet the Premises, or the appointment of
a receiver on Landlord's initiative to protect
Landlord's interest under this Lease shall not
constitute a termination of this Lease, unless and
until Landlord expressly elects in writing to
terminate this Lease;
(c) Terminate this Lease and all rights of Tenant
therein and recover from Tenant in an action of all
of the damages suffered or to be suffered by
Landlord, including the damages and costs described
in subparagraph (b) above; and
(d) Pursue any other remedy now or hereafter available
to Landlord under the laws or judicial decisions of
the State of Florida. The parties acknowledge that
Pinellas County, Florida shall be the appropriate
jurisdiction and venue for any legal proceedings.
16.2 Acceptance by the Landlord of any rent after the same has
become due an payable shall not constitute a waiver by the
Landlord of any rights which the Landlord may have under the
terms of this Lease in the event of a default with respect to
any other payment of rent.
16.3 The Landlord's rights and remedies under this Lease shall be
cumulative, and shall not be exhausted by one exercise
thereof, and shall not exclude any other rights and remedies
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authorized, provided or permitted by law. No failure or
omission on the part of the Landlord promptly to exercise or
insist upon any of its rights hereunder shall operate as a
waiver of any such rights; and no waiver on the part of the
Landlord of any breach or default or lack of prompt or full
and complete performance or compliance by the Tenant
hereunder shall operate as a waiver of any subsequent breach
or default or lack of prompt and full performance or
compliance.
17. LANDLORD'S RIGHT OF ENTRY
The Tenant agrees that the Landlord, or its officers, agents,
servants, and employees, may enter said Premises at any hour to
protect the same against the elements, or accidents, or to effect
repairs or replacements, and at any reasonable hour for the purpose of
examining the same, showing the same to prospective purchasers or
tenants, or for any other reasonable purpose.
18. NOTICES
Any xxxx, statement, notice or communication which the Landlord may
desire or be required to give to the Tenant shall be deemed
sufficiently given and rendered if, in writing, delivered to the
Tenant personally, or sent by registered or certified mail addressed
to the Tenant at the Building or left at the Premises addressed to the
Tenant, and the time of the rendition of such xxxx, statement, or
notice shall be deemed to be the time when the same is mailed to the
Tenant, or delivered, or left at the Premises as herein provided. Any
notice to Landlord shall be in writing, addressed to Landlord at
Landlord's Address(or such different address as Landlord may notify
Tenant) and shall be sent first class U.S. mail, postage prepaid,
certified return receipt requested.
19. TAXES ON TENANT'S PERSONAL PROPERTY AND TAXES ASSESSED ON RENTALS
19.1 The Tenant shall pay promptly when due any and all taxes and
assessments that may be levied or assessed against Tenant's
personal property located in, on or about the Premises and
will cause such personal property to be assessed directly to
the Tenant. If for any reason said personal property cannot,
or is not assessed separately and is included with the
Landlord's real or personal property tax assessments, the
Tenant will upon demand pay to the Landlord the amount of
taxes levied or assessed against the personal property, using
for such purpose the valuation and rate of tax placed thereon
by the taxing authority, if the same can be determined and if
not, using a reasonable valuation.
19.2 In addition to the rent hereinabove provided for, the Tenant
shall pay to the Landlord, promptly as and when due, all
sales, use or excise taxes, levied, assessed or payable on or
on account of the Leasing or renting provided for hereunder,
or on account for the rent payable hereunder.
20. COSTS OF COLLECTION
The Tenant shall promptly pay to the Landlord all costs and expenses
of enforcement of this Lease and of collection, including a reasonable
attorney's fee, including on appeal, with respect to any part of said
rent and other charges and sums of money herein reserved or required
by the Tenant to be paid and met, which may be sustained or incurred
by the Landlord after the date the same, or any thereof, becomes due;
and the Tenant further agrees to pay all reasonable costs and
expenses, including a reasonable attorney's fee including on appeal,
which may be sustained or incurred by the Landlord in or about the
enforcement or declaration of any of the rights or remedies of the
Landlord or obligations of the Tenant, whether arising under this
Lease or granted, permitted or imposed by law or otherwise.
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21. PRIOR AGREEMENTS
This agreement supersedes and revokes any and all prior written
agreements between the parties relating to the Premises, and all oral
agreements between the parties relating to the Premises are hereby
merged into this Lease; and no amendment, modification or variation of
the Lease or any terms or provisions of the Lease, shall be effectual,
binding or valid unless and until the same is reduced to writing and
signed by the party to be charged thereby. No notice, request or
demand in this Lease provided for may be waived except by written
waiver thereof signed by the party waiving the same. Submission of the
Lease to or by Tenant shall not create any rights in favor of Tenant
until this Lease has been executed by both Landlord and Tenant.
22. FLOOR PLANS
Any floor plan or other plan, drawing or sketch which is attached to
or made part of this Lease, such as Exhibit "A", is used solely for
the purpose of a reasonable approximate identification and location of
the demised Premises, and any markings, measurements, dimensions or
notes of any kind contained therein shall be subordinate to any
specific terms contained in this Lease. Attached to the construction
plans for the tenant improvements shall be a specification sheet
stating in detail the finishes to be used in the demised premises.
Both Landlord and Tenant shall initial the construction plans and
specifications indicating this approval of the terms contained
therein. Construction of the tenant improvements by contract shall be
the responsibility of the Landlord and any cost in excess of the
Tenant Improvement Allowance shall be the Tenant's responsibility. If
Tenant requests any Change Orders that create cost over and above the
original scope of work then Tenant shall be responsible for that
additional cost. Tenant has inspected the Premises and the Building
and has verified the dimensions thereof to the satisfaction of the
Tenant; and the Tenant has inspected and is familiar with the
condition of the elevators, stairways, halls, air conditioning system
and facilities; and sanitary facilities of the Building and the Tenant
agrees to accept the Premises.
23. NO AUTOMATIC RENEWAL
There shall be no extension or automatic renewal of the terms of this
Lease unless otherwise agreed in writing by the parties hereto. Tenant
shall have no right to hold over and, if Tenant does so with
Landlord's consent, same shall be a tenancy from month-to-month
terminable at will by either Landlord or Tenant upon ten (10) days'
written notice.
24. BUILDING STANDARDS MANUAL
By the execution of this Lease, the Tenant accepts and agrees to abide
by, and to instruct the Tenant's employees to abide by all provisions
of the "Building Standards Manual" and any modifications or additions
made thereto from time to time during the term of this Lease. The
initial set of these regulations is attached as the "Building
Standards Manual" (Exhibit "B").
25. TERMS AND HEADING
As used herein the singular shall include the plural, the plural shall
include the singular, and each gender shall include the other where
the context shall so require. The headings in this Lease are not a
part of this Lease and shall xxxx no effect upon the construction of
interpretation of any part hereof. This Lease shall be governed by the
laws of the State of Florida.
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26. CONDEMNATION
In the event the whole or any part of the Building of which the
Premises are a part, 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.
27. SUBORDINATION TO MORTGAGES
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 Premises which have been executed and delivered
or which will hereafter be executed and delivered and any and all
extensions and renewals thereof and substitutions therefore 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 without modification or change, which
the Landlord may deem necessary or desirable to effect the
subordination of this Lease to any or such mortgages, deeds of trust,
ground or underlying leases and in the event that the Tenant shall
refuse, after reasonable notice, to execute such instrument or
instruments which the Landlord may deem necessary or desirable to
effect the subordination of the Lease to any or all such mortgages,
deeds of trust, ground or underlying leases and in the event that 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 whatsoever and the estate hereby granted is expressly
limited accordingly. The Tenant hereby agrees to attorn to any future
owner of the Lessor's interest in the Premises under this Lease,
whether such occurs by reason of the dispossession of the Landlord or
otherwise, and such shall not constitute a default by Tenant
hereunder.
28. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
28.1 Within fifteen (15) days after request of Landlord, Tenant
shall deliver to Landlord a duly executed certificate stating
the Termination Date, the Monthly Rent, the amount of any
prepaid rent and security deposits, the fact that this Lease
is in full force and effect, the fact that this Lease is
unmodified (or if modified, the date of the modification),
and the fact that Landlord is not in default (or if a default
exists, the nature thereof). Failure to timely deliver same
shall be conclusive evidence that the Termination Date and
Monthly Rent are as set forth herein, no rent has been paid
in advance, there is no security deposit, and that there are
no modifications or Landlord's defaults. Such certificate
will be relied on by Landlord, prospective lenders or
prospective purchasers.
28.2 During the term of Lease and any extensions thereto, Tenant
(and Tenant's Guarantor) shall produce current financial
statements as requested by Landlord, any prospective
purchaser or lender or any lender of record within thirty
(30) days of written notification from Landlord. If Tenant
(or Tenant's Guarantor) is a company which is required to
make periodic reports to the Securities and Exchange
Commission, a copy of Tenant's (or Tenant's Guarantor) most
recent publicly disclosed financial statements shall be
sufficient for purposes of this Lease.
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29. QUIET ENJOYMENT
Landlord agrees that Tenant, upon paying the Monthly Rent, all
additional rent and all other sums and charges then due and upon
performing the covenants and conditions of this Lease to be performed
by the Tenant, may enjoy peaceful and quiet possession of the Premises
during the Term of this Lease.
30. PARKING SPACES
Tenant hereby agrees to lease from Landlord the number of parking
spaces indicated in Paragraph 1 hereinabove in the attached parking
garage for the Term of the Lease and any renewals thereof. The monthly
rental shall commence at the per space rate therefore indicated in
Paragraph 1 hereinabove and shall thereafter be adjusted to the rate
generally charged by Landlord.
31. SUBSTITUTION OF PREMISES
At any time hereafter, Landlord may substitute for the Premises other
premises (herein referred to as the "New Premises") provided:
(a) The New Premises shall be substantially similar to the
Premises in area and use for Tenant's purposes and shall be
located in the Building;
(b) The rental for the New Premises shall be adjusted in
accordance with Landlord's scheduled lease rates but shall
not exceed the rental paid for the Premises;
(c) If Tenant is already in occupancy of the Premises, then in
addition:
(i) Landlord shall pay the expense of Tenant for moving
from the Premises to the New Premises and for
improving the New Premises so that they are
substantially similar to the Premises; and
(ii) Landlord shall first give Tenant at least thirty
(30) days notice before making such change. If
Landlord shall exercise its right hereunder, the New
Premises shall thereafter be deemed for the purposes
of this Lease as the Premises.
32. LANDLORD'S RIGHT TO ALTER COMMON AREAS
Without abatement or diminution in rent, Landlord reserves and shall
have the right to change the street address and/or location of
entrances, passageways, doors, doorways, corridors, elevators, stairs,
toilets, or other common areas of the Building or the complex without
liability to Tenant.
33. EXCULPATION
Notwithstanding anything to the contrary set forth in this Lease, it
is specifically understood and agreed by Tenant that there shall be
absolutely no personal liability on the part of Landlord or on the
part of the partners of Landlord with respect to any of the terms,
covenants and conditions of this Lease, and Tenant shall look solely
to the equity of Landlord in the Property for the satisfaction of each
and every remedy of Tenant in the event of any breach by Landlord of
any of the terms, covenants and conditions of this Lease to be
performed by Landlord. This exculpation of personal liability is
absolute and without any exception whatsoever, and is an inducement by
Tenant for Landlord to enter into this Lease.
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34. SUCCESSORS AND ASSIGNS
Except as otherwise provided in this Lease, all of the covenants,
conditions and provisions of this Lease shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.
35. SECURITY AGREEMENT
Tenant hereby grants to the Landlord a security interest under the
uniform commercial code as adopted by the State of Florida in all the
furniture and fixtures, goods and chattels of the Tenant now owned or
hereafter acquired, which may be brought or put on The Premises, as
security for the payment of any rent herein reserved, and agrees that
such security interest as well as the Florida Statutory Landlord's
lien for the payment of any rent may be enforced by distress,
foreclosure or otherwise, at the option of the Landlord, and Tenant
agrees that such lien is granted to the Landlord and vested in
Landlord.
36. ATTORNEY'S FEES
Tenant further agrees that in case of the failure of said Tenant to
pay the rent herein reserved when the same shall become due, and it
becomes necessary for the Landlord to collect said rent by suit or
through an attorney, or should Landlord employ an attorney because of
the breach of any of the terms, covenants or agreements contained in
this lease, the Tenant will pay the Landlord a reasonable attorney's
fee together with all costs and charges incurred by, through or in
connection with such collection or in any other suit or action or
appeal which may be brought in any Court because of a breach of any
terms, covenants or agreements contained in this Lease.
37. MECHANICS LIEN
The Tenant shall have no authority to incur, create or permit, and
shall not incur, create, allow, permit or suffer, any lien for labor
or materials or services to attach to the interest or estate of either
the Landlord or the Tenant in the Demised Premises or in the building
or other real estate of which the Demised Premises form a part; and
neither the Tenant nor anyone claiming by, through or under the
Tenant, shall have any right to file or place any labor or material
lien of any kind or character whatsoever or any mechanics lien or
other lien of any kind, upon the Demised Premises or the building or
other real estate of which the Demised Premises form a part, so as to
encumber or affect the title of the Landlord, and all persons
contracting with the Tenant directly or indirectly, or with any person
who in turn is contracting with the Tenant, for the erection,
construction, installation, alteration or repair of the demised
premises or any improvements therein or thereon, including fixtures
and equipment, and all material-men, contractors, mechanics, laborers,
architects, from the date of this instrument, they and each of them
must look to the Tenant only to secure the payment of any bills or
charges or claims for work done, or materials furnished, or services
rendered or performed during the term hereby demised.
38. RECORDATION
This Lease shall not be recorded.
39. RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health
risk to persons who are exposed to it over time. Levels or radon that
exceed Federal and State Guidelines have been found in buildings in
Florida. Additional information may be obtained from your county
public health unit.
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40. REAL ESTATE BROKER: N/A
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease
as of the day and year first above written.
WITNESS: LANDLORD:
s/s Xxxxxx Xxxxxx BANKERS LIFE INSURANCE COMPANY
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----------------------------- By: s/s Xxxxxxx X. Xxxxxx
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Signature
Xxxxxxx X. Xxxxxx
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Printed Name
Title: President & CEO
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Date: 10/10/01
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WITNESS: TENANT:
INSURANCE MANAGEMENT SOLUTIONS
s/s Xxxxxx Xxxxxx GROUP, INC.
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By: s/s Xxxxxx X. Xxxxxxx
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Signature
Xxxxxx X. Xxxxxxx
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Printed Name
Title: Chief Operating Officer
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Date: 10/12/01
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19
EXHIBIT "A"
BANKERS BUILDING - 00000 0XX XXXXXX XXXXX, XX. XXXXXXXXXX, XXXXXXX
FLOOR PLAN OF PREMISES
Insert floor plan here
EXHIBIT "B"
BUILDING STANDARD RULES AND REGULATIONS
OPERATING HOURS
Standard operating hours will be from 8:00 a.m. to 6:00 p.m. Monday through
Friday and 8:00 a.m. to 1:00 p.m. Saturday. Closed Sunday and all legal
holidays.
For off-hour entry, security measures will be established. This may mean
individual keying, card entry or watchman sign-in station.
We realize that there is a trend toward two and three shift office operation.
Should this occur, security will be established and the additional cost will be
borne by the Tenant or Tenants involved.
Appropriate identification will be required for any persons wishing to enter
the building after normal operating hours.
BUILDING DIRECTORIES
Directories will be supplied by the Landlord to show the name and location of
the Tenants only. One name will be displayed. Additional names must be approved
the Landlord and paid for by the Tenant.
FREIGHT AND LARGE ITEMS
The freight elevator must be used to move items in or out of the building. This
requires the Tenant to schedule or notify the building personnel of the need
for the elevator so as to eliminate confusion. Every effort will be made to
comply, but priorities and unforeseen conditions often make compliance
difficult.
Any damage done to the premises by the moving of the Tenant's items shall be
repaired at the Tenant's expense.
Removal from the Tenant's space of a large amount of cartons or debris
requiring time of building personnel beyond standard cleaning time will be
billed to Tenant.
At times, items leaving the building will be checked by building personnel to
ascertain ownership.
TENANT IMPROVEMENTS
All plans and specifications for Tenant fit-up, improvements and any future
alterations shall be approved by Landlord.
SIGNS AND DISPLAYS
Each Tenant shall have a sign to identify the business.
For offices, the sign must conform to a size and location established for the
building.
The design and color must be approved by the Landlord.
Signs cannot be affixed to office entrance doors except in unusual conditions.
For retail stores, signs must be compatible with the design of the storefront
and the surrounding areas. Special attention must be given to color and
lighting so as to maintain the design integrity of the building both inside and
out.
Signs used within the store and visible to the public must be of a style,
material and character in keeping with the building. No paper signs can be used
or fastened to the windows. No easels will be permitted in the lobby area in
front of the store.
All sign designs shall be approved by Landlord and the Landlord reserves the
right to have any signs or displays removed that do not conform to the high
standards of the building.
OBSTRUCTION OF TRAFFIC AISLES AND CORRIDORS
All Tenants, both office and retail, shall not place any item of furniture or
equipment or sign or display or any other item in a corridor or aisle or lobby
or any other space, that will impede access or clutter the area. We realize
that at times it is necessary to place things outside of the demised premises
in order to perform certain tasks. However, we expect that every effort will be
made to remove these as fast as possible. If the items remain overlong, the
Landlord reserves the right to remove them and will charge the Tenant for
handling and storage.
ADVERTISING, PROMOTIONS, ETC.
The name of the building nor the picture of the building shall not be used for
any type of promotion without consent of the Landlord. Also advertising,
brochures, promotions, etc., in which large numbers of people will be arriving
or the lobby will be used as a reception or staging area, must be approved by
the Landlord. If additional building personnel are needed, a charge will be
established for their services.
DAMAGING OR DEFACING PREMISES
The landlord desires to maintain the building in a first-class condition. Any
surfaces such as window sills, walls, doors, window coverings, etc. damaged by
the Tenant or visitors to the Tenant spaces will be repaired by the building
and all costs will be billed to the Tenant.
All damages will be repaired as soon as possible to maintain the building
appearance.
Tenant shall not do any painting, floor laying, cutting, drilling or other
major work in his premises without the consent of the Landlord.
Tenant shall not install any heavy articles such as a safe without expressed
consent of the Landlord. Should it be necessary to reinforce the floor, etc.
and it is possible, it will be done at Tenant's expense.
WINDOWS, ETC.
The Tenant shall not attach anything to the windows.
Building standard window coverings will be used in all office windows.
Should the Tenant install drapes, they shall be hung on the office side of the
standard window coverings and must not be visible from the street.
No obstruction shall be built or placed at the windows that would impede the
work of the window washers.
ELECTRONIC DEVICES
We are in the age of electronics and the use of these devices will increase.
It is imperative that all electronic items be controlled so as not to conflict
with the operation of equipment to adjoining offices or throughout the
building.
The Landlord does not want to be a watchdog in these matters. However, should
conflicts be brought to our attention and in an effort to maintain a happy,
productive working climate, we will take the necessary action within our power.
VENDING EQUIPMENT AND FOOD
Vending or food service equipment will not be allowed in the office areas.
Coffee makers, hot water makers and water coolers are the exceptions.
NOISE OR ODORS
No equipment or item or product will be allowed in the offices that makes noise
or emits odors that are in annoyance to any other areas of the building.
ANIMALS
No animals are allowed in the building except for the guide dog of a blind
person.
CANVASSING OR SELLING
No one, Tenant or otherwise, will be allowed to canvass, solicit or sell, going
from office to office throughout the building.
COMPLIANCE WITH LAWS
Tenants shall comply with all laws, ordinances and regulations that fit his
unique business and as they apply to the occupancy of the premises.
The premises shall be used for the performance and the operation of his
business only.
HAZARDOUS MATERIALS
The Tenant shall not use or allow into the building any volatile materials,
flammable fluids or oils, explosives or other items such as chemicals that may
be dangerous to people or property.
KEYS...LOCKS
The Tenant will be given up to five keys for his entrance door and any other
special locked rooms as stated in the Lease. Additional keys will be at his
expense. For those requesting entry during off building hours, special
arrangements will be made for keys.
All keys will be returned to the Landlord at termination of Lease.
Tenant will not install additional locks on any doors or windows within the
building nor change any locks.
HEATING, VENTILATING AND AIR CONDITIONING STANDARDS
1. It is agreed that the following standard design criteria shall be
used:
1.1 For cooling, the system shall be capable of maintaining
inside space conditions of 78 degrees F. dry bulb and a 50%
relative humidity with outside conditions of 91 degrees F.
dry bulb and 77 degrees F. wet bulb. This design condition
shall be based on an electrical load of 4 xxxxx per square
foot and an average occupancy of one person per 100 square
feet of rentable area.
1.2 For heating, the system shall be capable of maintaining
inside space conditions of 70 degrees F. Dry bulb with
outside temperature of 49 degrees F.
2. All ductwork shall be thermally and acoustically insulated wherever
required by good practice for this type of work, and shall be designed
and installed in accordance with good engineering practice and/or
American Society of Heating, Refrigeration and Air Conditioning
Engineers recommendation.
3. Diffuser type and design, which shall be Anemostat or an approved
equal and the manufacturer of same shall be subject to the approval of
the Tenant's engineer.
4. Particular attention shall be given to the adequacy of return air
methods.
5. Adequate smoke exhausts shall be provided for all conference and
meeting rooms. Separate exhausts shall also be provided for all
kitchen and toilet areas. All such exhausts shall be expelled to the
outer air and shall not be recirculated.
6. Separate thermostatic temperature controls shall be provided for
exterior zones, and for the interior zone, as designated on Tenant's
final working drawings.
7. Replaceable filters shall be maintained and cleaned by the Landlord as
required for satisfactory operation.
8. The Landlord shall provide a preventative maintenance program to
insure efficient and continuous satisfactory operation of the
air-conditioning system.
9. All zones serving spaces occupied by the Tenant shall have the
thermostats that control those zones installed within the Tenant's
space.
