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Exhibit 10.18
OFFICE LEASE
(0000 XXXXXXXX XXXX, XXXXXXXX, XXXXXXX)
DATED: AUGUST 6, 1999
BY AND AMONG
CONCORD MANAGEMENT, LTD., CED CONSTRUCTION PARTNERS, LTD. AND
ASSOCIATED HOUSING DEVELOPMENT PARTNERS V, LTD. ("LANDLORD")
AND
H.T.E., INC. ("TENANT")
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TABLE OF CONTENTS
PAGE
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ARTICLE 1 PREMISES, TERM...............................................................................1
ARTICLE 2 COMMENCEMENT OF TERM.........................................................................1
ARTICLE 3 RENT.........................................................................................2
ARTICLE 4 USE..........................................................................................2
ARTICLE 5 REPAIRS; ALTERATIONS.........................................................................3
ARTICLE 6 FLOOR LOAD; NOISE............................................................................4
ARTICLE 7 LAWS, ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES.........................................4
ARTICLE 8 INSURANCE....................................................................................5
ARTICLE 9 DAMAGE BY FIRE OR OTHER CAUSE................................................................6
ARTICLE 10 NO LIABILITY ON LANDLORD.....................................................................7
ARTICLE 11 MOVING OF HEAVY EQUIPMENT....................................................................7
ARTICLE 12 CONDEMNATION.................................................................................8
ARTICLE 13 ENTRY, RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING.......................................9
ARTICLE 14 BANKRUPTCY...................................................................................9
ARTICLE 15 DEFAULT BY TENANT - LANDLORD'S REMEDIES.....................................................10
ARTICLE 16 HOLDING OVER................................................................................13
ARTICLE 17 ASSIGNMENT AND SUBLETTING...................................................................13
ARTICLE 18 LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS............................................14
ARTICLE 19 COVENANT OF QUIET ENJOYMENT.................................................................14
ARTICLE 20 EXCAVATION..................................................................................14
ARTICLE 21 SERVICES AND EQUIPMENT......................................................................15
ARTICLE 22 SUBORDINATION...............................................................................15
ARTICLE 23 ESTOPPEL CERTIFICATE........................................................................16
ARTICLE 24 WAIVER OF TRIAL BY JURY.....................................................................17
ARTICLE 25 SURRENDER OF PREMISES.......................................................................17
ARTICLE 26 RULES AND REGULATION........................................................................17
ARTICLE 27 SUCCESSORS AND ASSIGNS......................................................................17
ARTICLE 28 NOTICES.....................................................................................18
ARTICLE 29 NO WAIVER...................................................................................18
ARTICLE 30 CAPTIONS....................................................................................19
ARTICLE 31 INABILITY TO PERFORM........................................................................19
ARTICLE 32 NO REPRESENTATION BY LANDLORD...............................................................19
ARTICLE 33 LIENS.......................................................................................20
ARTICLE 34 INDEMNIFICATION.............................................................................20
ARTICLE 35 CONTROL OF COMMON AREAS AND PARKING FACILITIES BY LANDLORD..................................21
ARTICLE 36 ENVIRONMENTAL MATTERS.......................................................................22
ARTICLE 37 SECURITY DEPOSIT............................................................................22
ARTICLE 38 ATTORNEY FEES...............................................................................23
(i)
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ARTICLE 39 TIME OF ESSENCE.............................................................................23
ARTICLE 40 LATE PAYMENTS...............................................................................23
ARTICLE 41 SEVERABILITY AND INTERPRETATION.............................................................23
ARTICLE 42 FLORIDA LAW.................................................................................24
ARTICLE 43 ENTIRE AGREEMENT............................................................................24
(ii)
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OFFICE LEASE
INDENTURE OF LEASE made this 6th day August, 1999, between CONCORD
MANAGEMENT. LTD., CED CONSTRUCTION PARTNERS, LTD. and ASSOCIATED HOUSING
DEVELOPMENT PARTNERS V, LTD., having an office at 0000 Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxx 00000 hereinafter referred to as "Landlord" and HTE, INC., a Florida
corporation, having an office at 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx
00000, hereinafter referred to as "Tenant".
W I T N E S S E T H:
ARTICLE 1
PREMISES, TERM
Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the following space in the building in the City of Maitland, State of
Florida, known as and by the Street number 0000 Xxxxxxxx Xxxx (hereinafter
called the "Building"); approximately Five Thousand Five Hundred Sixty-Four
(5,564) square feet (herein called the "Demised Premises") as shown on the
floor plan of the foregoing space attached hereto, incorporated herein and
identified as Schedule "A".
The Demised Premises are leased, together, with the appurtenances,
including, without limitation the right to use in common with others, the
driveways, parking areas, entrances, lobbies, elevators and other portions of
the Building and the property on which it is located which Landlord shall make
available for the use of the tenants, their employees, invitees and guests,
from time to time.
To Have And To Hold unto Tenant, its successors and permitted assigns,
for the term of two (2) years ("Term"); commencing on the Commencement Date, as
defined in Article 2 hereof, and ending, unless sooner terminated, on the first
(1st) day of the month during which the second (2nd) anniversary of the
Commencement Date occurs, yielding and paying the rents and additional rents
hereinafter set forth, all on the covenants, conditions and agreements
hereinbefore and hereinafter stated.
ARTICLE 2
COMMENCEMENT OF TERM
Section 2.01 The term of the Lease, and the payment of rent hereunder,
shall commence on the earlier to occur of (i) August 1, 1999, or (ii) the
Tenant shall enter upon and take possession of the Demised Premises, (herein
called the "Commencement Date").
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ARTICLE 3
RENT
Section 3.01 During the term of this Lease Tenant covenants and agrees
to pay Landlord a rent ("Rent") in lawful money of the United States, at an
annual rate of One Hundred Four Thousand Three Hundred Twenty-five No/100
Dollars ($104,325.00). Rent shall be payable in equal monthly installments of
Eight Thousand Six Hundred Ninety-three and 75/100 Dollars ($8,693.75), in
advance, on the first day of each month during the term of the Lease at the
office of Landlord, or such other place as Landlord may designate, without any
setoff or deduction whatsoever. The first installment shall be paid on the
execution of this Lease, except that in the event the Commencement Date shall
be a date other than the first day of a calendar month, Tenant shall, on the
Commencement Date, pay Landlord an amount equal to such proportion of an equal
monthly installment as the number of days from the Commencement Date to the end
of the calendar month in which the Commencement Date occurs bears to the total
number of days in said calendar month, and said payment shall represent the pro
rata rent from the Commencement Date to the end of such calendar month.
Section 3.02 In addition, Tenant shall be obligated to pay to Landlord
the Florida Sales and Use Tax or any other applicable tax on all Rent payable
hereunder, which shall be paid at the time of each monthly installment of Rent.
Section 3.03 All costs, charges and expenses which Tenant assumes,
agrees or is obligated to pay to Landlord pursuant to this Lease shall be
deemed additional rent, and, in the event of nonpayment, Landlord shall have
all the rights and remedies with respect thereto as is herein provided for in
case of nonpayment of the base minimum rent.
Section 3.04 Tenant covenants to pay the rent, additional rent and
adjustment of rent as in this Lease provided, when due.
ARTICLE 4
USE
Tenant shall use and occupy the Demised Premises for professional
office purposes only and for no other purpose.
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ARTICLE 5
REPAIRS; ALTERATIONS
Section 5.01 Tenant shall take good care of the Demised Premises and
the fixtures and appurtenances therein and, at its sole cost and expense, make
all repairs thereto as and when needed to preserve them in good working order
and condition. All damage or injury to the Demised Premises and to its
fixtures, glass, appurtenances and equipment, or to the Building or to its
fixtures, glass, appurtenances and equipment, caused by Tenant moving property
in or out of the Building, or by installation or removal of furniture, fixtures
or other property, or resulting from fire, explosion, air-conditioning unit or
system, short circuits, flow or leakage of water, steam, illuminating gas,
sewer gas, sewerage or odors or by bursting or leaking of pipes or plumbing
works or gas, or from any other cause of any other kind or nature whatsoever,
due to carelessness, omission, neglect, improper conduct or other cause of
Tenant, its servants, employees, agents, visitors or licensees, shall be
repaired, restored or replaced promptly by Tenant, at its sole cost and expense
to the satisfaction of Landlord.
Section 5.02 Landlord shall, at its expense, make all repairs and
replacements, structural and otherwise, necessary or desirable in order to keep
in good order and repair the exterior of the Building and the public portions
of the Building and of the need for which Landlord may have knowledge
(including the public halls and stairways, plumbing, wiring and other Building
equipment for the general supply of water, heat, air-conditioning, gas and
electricity) except repairs hereinabove provided to be made by Tenant. Tenant
agrees to notify Landlord of the necessity for any repairs of which Tenant may
have knowledge and for which Landlord may be responsible under the provisions
of the preceding sentence.
Section 5.03 Tenant shall not store or place any materials or other
obstructions in the lobby or other public portions of the Building, or on the
sidewalk abutting the Building.
Section 5.04 Tenant shall not make or allow to be made any alterations
to the Demised Premises without first obtaining the prior written consent of
Landlord in each such instance, which consent may be given on such conditions
as Landlord may elect. Such conditions may include, but are not limited to,
review and approval of plans and specifications, and approval of materials to
be used. Landlord agrees not to unreasonably withhold Landlord's consent to any
alterations to the Demised Premises proposed by Tenant so long as such
alterations: (a) do not adversely affect the structural, mechanical,
electrical, plumbing, or other Building systems, (b)do not affect the exterior
appearance of the Building, and (c) are not visible from the common areas.
Section 5.05. All such work or repairs by Tenant and all alterations
to the Demised Premises by Tenant shall be in quality and class equal to the
existing building, and shall be effected in a good and workmanlike manner and
in compliance with all applicable laws. if Tenant fails to make such repairs or
replacements within thirty (30) days after written notice from Landlord to
Tenant, Landlord may, at its option, make repairs or replacements, and Tenant
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shall pay the cost thereof to the Landlord within ten (10) days of Landlord's
demand therefor, as additional rent.
Section 5.06 Any and all alterations to the Demised Premises shall
become the property of Landlord upon termination of this Lease (except for
movable equipment or furniture owned by Tenant). Upon termination of this
Lease, Landlord shall have the right to require Tenant to remove, at Tenant's
expense, such movable equipment or furniture owned by tenant from the Demised
Premises, and, further, the right to require Tenant to remove, at Tenant's
expense, any improvements installed on the Demised Premises by or on behalf of
Tenant and to restore the applicable portion of the Demised Premises to the
condition existing prior to such alterations. If Landlord so requires, and
Tenant fails to remove such improvements, Landlord may remove such improvements
at Tenant's cost, and Tenant shall pay Landlord on demand the cost of restoring
the Demised Premises to the condition existing prior to such alteration.
ARTICLE 6
FLOOR LOAD; NOISE
Section 6.01 Tenant shall not place a load upon any floor of the
Demised Premises which exceeds the load per square foot which such floor was
designed to carry or which is allowed by law.
Section 6.02 Business machines and mechanical equipment belonging to
Tenant which cause noise, vibration or any other nuisance that may be
transmitted to the structure or other portions of the Building or to the
Demised Premises to such a degree as to be objectionable to Landlord, or which
interfere with the use or enjoyment by other tenants of their premises or the
public portions of the Building, shall be placed and maintained by Tenant at
Tenant's cost and expense, in settings of cork, rubber or spring type vibration
eliminators sufficient to eliminate noise or vibration.
ARTICLE 7
LAWS, ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES
Section 7.01 Tenant shall, at its expense, comply with all laws,
orders, ordinances and regulations of Federal, State, County and Municipal
authorities and with any direction made pursuant to law of any public officer
or officers which shaft, with respect to the occupancy, use or manner of use of
the Demised Premises or to any abatement of nuisance, impose any violation,
order or duty upon Landlord or Tenant arising from Tenant's occupancy, use or
manner of use of the Demised Premises or any installations made therein by or
at Tenant's request or required by reason of a breach of any of Tenant's
covenants or agreements hereunder.
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Section 7.02 If Tenant receives written notice of any violation of
law, ordinance, rule, order or regulation applicable to the Demised Premises,
it shall give prompt notice thereof to Landlord.
ARTICLE 8
INSURANCE
Section 8.01 Tenant shall not do or permit to be done any act or thing
in or upon the Demised Premises which will invalidate or be in conflict with
the Certificate of Occupancy or the terms of the fire, boiler, sprinkler, water
damage or other insurance policies covering the Building and the fixtures and
property therein; and Tenant shall, at its own expense, comply with all rules,
orders, regulations, requirements and recommendations of the Southeastern
Underwriters Association or any other similar body having jurisdiction and of
the insurance companies that have issued policies with respect to the Building
or its contents, and Tenant shall not knowingly do or permit anything to be
done in or upon the Demised Premises, or bring or keep anything therein, or use
the Demised Premises, in a manner which increases the rate of insurance upon
the Building, or on any property or equipment located therein, over the rate in
effect at the commencement of the term of this Lease.
Section 8.02 If, by reason of any failure of Tenant to comply with the
provisions of this Lease, rate of fire, boiler, sprinkler, water damage or
other insurance (with extended coverage) on the Building, or on the property
and equipment of Landlord or any other tenant or subtenant in the Building,
shall be higher than it otherwise would be, Tenant shall reimburse Landlord and
the other tenants or subtenants in the Building which shall have been charged
because of such failure by Tenant, and Tenant shall make the reimbursement on
the first day of the month following such payment by Landlord or such other
tenants or subtenants. In any action or proceeding wherein Landlord and Tenant
are parties, a schedule or "make up" of any insurance rate for the Building or
Demised Premises issued by the Southeastern Underwriters Association, or other
body establishing fire insurance rates for said Building, shall be conclusive
evidence of the facts therein stated and of the several items and charges in
the insurance rates then applicable to the Building or Demised Premises.
Section 8.03 Tenant, at Tenant's own cost and expense, shall maintain
insurance protecting and indemnifying Landlord and Tenant against any and all
claims for injury or damage to persons or property or for the loss of life or
of property occurring upon; in or about the Demised Premises, and the public
portions of the Building used by Tenant, its employees, agents, contractors,
customers and invitees; such insurance to afford minimum protection during the
term of this Lease, of not less than $1,000,000/3,000,000 in respect of bodily
injury or death to any one person or in respect of any one occurrence or
accident, and not less than $250,000 for property damages.
Section 8.04 All such insurance shall be effected under valid and
enforceable policies (which may cover the Demised Premises and other
locations); shall be issued by insurers of
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recognized responsibility authorized to do business in the State of Florida,
and shall contain a provision whereby the insurer agrees not to cancel the
insurance without ten (10) days' prior written notice to Landlord.
Section 8.05 On or before the Commencement Date, Tenant shall furnish
Landlord with a certificate evidencing the aforesaid insurance coverage,
together with proof of payment of the premium thereof, and renewal certificates
shall be furnished to Landlord at least thirty (30) days prior to the
expiration date of each policy for which a certificate was therefore furnished,
together with proof of payment of the premium thereof.
ARTICLE 9
DAMAGE BY FIRE OR OTHER CAUSE
Section 9.01 If the Demised Premises shall be partially damaged by
fire or other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, such damages shall be repaired by and
at the expense of Landlord and the Rent, until such repairs shall be made,
shall be abated according to the part of the Demised Premises which is usable
by Tenant. However, if such partial damage is due to the fault or neglect of
Tenant, Tenant's servants, employees, agents, visitors or licensees, without
prejudice to any other rights and remedies of Landlord and without prejudice to
the rights of subrogation of Landlord's insurer, the damages shall be repaired
by Landlord but there shall be no appointment or abatement of rent. No penalty
shall accrue for reasonable delay which may arise by reason of adjustment of
insurance on the part of Landlord and for reasonable delay on account of "labor
troubles", or any other cause beyond Landlord's control. Tenant shall give
immediate notice to Landlord in case of fire in the Demised Premises.
Notwithstanding the foregoing, if the Demised Premises are totally or
substantially damaged or are rendered wholly or substantially untenantable by
fire or other cause, and if Landlord shall decide not to restore or not to
rebuild the same, or if 50% or more of the Building shall be so damaged
(whether or not the Demised Premises have been damaged), or if the Building
shall be so damaged that Landlord shall decide to demolish it or to rebuild it
(whether or not the Demised Premises have been damaged), then, or in any of
such events, Landlord may, within ninety (90) days after such fire or other
cause, give Tenant a notice in writing of such decision (which notice shall be
given as in Article 29 hereof provided), and thereupon the term of this Lease
shall expire by lapse of time upon the third day after such notice is given,
and Tenant shall vacate the Demised Premises and surrender the same to
Landlord. If Tenant shall not be in default under this Lease, then upon the
termination of this Lease under the conditions provided for in the sentence
immediately preceding, Tenant's liability for rent shall cease as of the day
following the casualty. If the damage or destruction be due to the fault or
neglect of Tenant, the debris shall be removed by, and at the expense of,
Tenant and, if Tenant shall fail to remove same, such removal may be done by
Landlord at the expense of Tenant.
Section 9.02 No damages, compensation or claims shall be payable by
Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Demised Premises or of the
Building. Landlord shall use its best efforts to effect
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such repairs promptly and in such manner as not unreasonably to interfere with
Tenant's occupancy.
ARTICLE 10
NO LIABILITY ON LANDLORD
Section 10.01 Landlord and its agents shall not be liable for any
damage to property of Tenant or of others entrusted to employees of the
Building, nor for the loss of, or damage to, any property of Tenant, by theft
or otherwise. Landlord and its agents shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or snow or leaks from any part of the
Building or from the pipes, appliances or plumbing works or from the roof,
street or sub-surface or from any other place or by dampness or by any other
cause of whatsoever nature, unless caused by or due to the negligence of
Landlord, its agents, servants or employees; nor shall Landlord and its agents
be liable for any such damage caused by other tenants or persons in the
Building or caused by operations in construction of any private, public or
quasi-public work; nor shall Landlord be liable for any latent defect in the
Demised Premises or in the Building.
Section 10.02 Tenant shall reimburse and compensate Landlord, as
additional rent, within five (5) days after rendition of a statement, for all
expenditures made by, or damages or fines sustained or incurred by, Landlord
due to nonperformance or noncompliance with, or breach or failure to observe,
any term, covenant or condition of this Lease upon Tenant's part to be kept,
observed, performed or complied with.
Section 10.03 Tenant agrees that its sole remedies in cases where
Landlord's reasonableness in exercising its judgment or withholding its consent
or approval is applicable and in issue shall be only those in the nature of an
action for an injunction or specific performance, the right to money damages or
other remedies being hereby specifically waived.
Section 10.04 Tenant shall give immediate notice to Landlord in case
of accidents in the Demised Premises or in the Building or of defects therein
or in any fixtures or equipment.
ARTICLE 11
MOVING OF HEAVY EQUIPMENT
Tenant shall not move any safe, heavy equipment or bulky matter in or
out of the Building without Landlord's prior written consent, which consent
Landlord agrees not to unreasonably withhold. If the movement of such items
requires special handling, Tenant agrees to employ only persons holding a
Master Riggers License to do said work and all such work shall be done in full
compliance with County and Municipal requirements. All such movements shall be
made during hours which will least interfere with the normal operations of the
Building, and
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all damage caused by such movement shall be promptly be repaired by Tenant, at
Tenant's sole cost and expense.
ARTICLE 12
CONDEMNATION
Section 12.01 In the event that the whole of the Demised Premises
shall be condemned or taken in any manner for any public or quasi-public use,
this Lease and the term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that only a part of
the Demised Premises shall be so condemned or taken, then effective as of the
date of vesting of title, the Rent hereunder for such part shall be equitably
abated and this Lease shall continue as to such part not so taken. In the event
that only part of the Building shall be so condemned or taken, then (a) if
substantial structural alteration or reconstruction of the Building shall, in
the reasonable opinion of Landlord, be necessary or appropriate as a result of
such condemnation or taking (whether or not the Demised Premises be affected),
Landlord may, at its option, terminate this Lease and the term and estate
hereby granted as of the date of such vesting of title by notifying tenant in
writing of such termination within 60 days following the date on which Landlord
shall have received notice of vesting of title, or (b) if Landlord does not
elect to terminate this Lease, as aforesaid, this Lease shall be and remain
unaffected by such condemnation or taking, except that the Rent shall be abated
to the extent, if any, hereinbefore provided. In the event that only a part of
the Demised Premises shall be so condemned or taken and this Lease and the term
and estate hereby granted are not terminated as hereinbefore provided, Landlord
will, at its expense, restore with reasonable diligence the remaining
structural portions of the Demised Premises as nearly as practicable to the
same condition as it was in prior to such condemnation or taking.
Section 12.02 In the event of termination in any of the cases in this
Article provided, this Lease and the term and estate hereby granted shall
expire as of the date of such termination with the same effect as if that were
the date hereinbefore set for the expiration of the term of this Lease, and the
Rent hereunder shall be apportioned as of such date.
Section 12.03 In the event of any condemnation or taking of all or
part of the Building, Landlord shall be entitled to receive the entire award in
the condemnation proceeding, including any award made for the value of the
estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to
Landlord any and all right, title and interest of Tenant now or hereafter
arising in or to any such award or any part thereof, and Tenant shall be
entitled to receive no part of such award.
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ARTICLE 13
ENTRY, RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING
Section 13.01 Tenant shall permit Landlord to erect, use and maintain
pipes and conduits in and through the Demised Premises. Landlord or its agents
or designees shall have the right to enter the Demised Premises for the purpose
of making such repairs or alterations as Landlord shall desire, shall be
required or shall have the right to make by the provisions of this Lease and,
subject to the foregoing, shall also have the right to enter the Demised
Premises for the purpose of inspecting them or exhibiting them to prospective
purchasers or tenants of the Building or to prospective mortgagees or to
prospective assignees of any such mortgagees. Landlord shall be allowed to take
all material into and upon the Demised Premises that may be required for the
repairs or alterations above mentioned without the same constituting an
eviction of Tenant, in whole or in part, and the Rent reserved shall in no wise
xxxxx while said repairs or alterations are being made by reason of loss or
interruption of the business of Tenant because of the prosecution of any such
work, provided Landlord diligently proceeds therewith in such manner as to
cause the least possible interference with the Tenant's use and enjoyment of
the Demised Premises.
Section 13.02 During the twelve (12) months prior to the expiration of
the Term of this Lease, Landlord may exhibit the Demised Premises to
prospective tenants.
Section 13.03 Landlord shall have the right at any time after the
completion of the Building, without thereby creating an actual or constructive
eviction or incurring any liability to Tenant therefor, to change the
arrangement or location of such of the following as are not contained within
the Demised Premises or any part thereof, entrances, passageways, doors and
doorways, corridors, stairs, toilets and other like public service portions of
the Building.
ARTICLE 14
BANKRUPTCY
Section 14.01 If there shall be filed against Tenant in any court,
pursuant to any statute either of the United States or of any state, a petition
in bankruptcy or insolvency or reorganization or the appointment of a receiver
or trustee of all or a portion of Tenant's property or if Tenant shall
voluntarily file any such petition then, and in that event, the Lease shall be
deemed canceled and terminated, subject to the right of the trustee, with the
court's approval, to timely assume the unexpired Lease, provided, however, such
trustee faithfully complies with the provisions of subsections (b), (c) and (d)
of Section 365 of the Bankruptcy Reform Act of 1978. If Tenant shall make an
assignment for the benefit of creditors or enter into an arrangement, this
Lease shall be deemed canceled and terminated, in which event neither Tenant
nor any person claiming through or under Tenant shall be entitled to acquire or
remain in possession of the Demised Premises and Landlord shall have no further
liability hereunder to Tenant and any such person, if in possession, shall
forthwith quit and surrender the Demised Premises.
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Section 14.02 It is stipulated and agreed that in the event of the
termination of this Lease Pursuant to this Article, Landlord shall forthwith,
notwithstanding any other provisions of this Lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the Rent and additional rent reserved hereunder for the
unexpired portion of the term demised and the then fair and reasonable rental
value of the Demised Premises for the same period. In the computation of such
damages, the difference between any installment of Rent becoming due hereunder
after the date of termination and the fair and reasonable value of the Demised
Premises for the period for which such installment was Payable shall be
discounted to the date of termination at the rate of four percent (4%) per
annum. If the Demised Premises, or any part thereof, be re-let by the Landlord
for the unexpired term of said Lease, or any part thereof, before presentation
of proof of such liquidated damages to any court, commission or tribunal, the
amount of rent reserved upon such refitting shall be prima facie evidence as to
the fair and reasonable rental value for the part or the whole of the premises
so relet during the term of the re-letting. Nothing herein contained shall
limit or prejudice the right of the Landlord to prove for and obtain as
liquidated damages by reason of such termination, an amount equal to the
maximum allowed by any shift or rule of law in effect at the time when, and
governing the proceedings in which, such damages are to be proved, whether or
not such amount be greater, equal to, or less than the amount of the difference
referred to above.
ARTICLE 15
DEFAULT BY TENANT - LANDLORD'S REMEDIES
Section 15.01 The occurrence of any of the following shall constitute
a default (a "Default') hereunder by Tenant:
(a) The Rent payable under the Lease or any other sum of money due
hereunder is not paid when due, or within three (3) business days after receipt
of notice from Landlord that the Rent payment has not been received;
(b) Any petition is filed by or against Tenant under any section or
chapter of the National or Federal Bankruptcy Act or any other applicable
Federal or State bankruptcy, insolvency or other similar law, and, in the case
of a petition filed against Tenant, such petition is not dismissed within
thirty (30) days after the date of such filing;
(c) Tenant shall become insolvent or transfer property in fraud of
creditors;
(d) Tenant fails to remove any lien filed against the Premises or
the Building by reason of Tenant's actions within ten (10) days after receipt
of notice of any such filing;
(e) Tenant shall make an assignment for benefit of creditors;
(f) A receiver is appointed for any of Tenant's assets; or
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(g) Tenant fails to observe, perform and keep each and every of the
covenants, agreements, provisions, stipulations and conditions herein contained
to be observed, performed and kept by Tenant (other than payment of Rent) and
fails to cure such default within ten (10) days after receipt of notice from
Landlord requiring that Tenant remedy, correct, desist, comply or cure any
breach (or if any such breach would reasonably require more than ten (10) days
to rectify, unless Tenant commences rectification within the ten (10) days
after receipt of notice and thereafter promptly, effectively and continuously
proceeds with the rectification of the breach and, in all such events, cures
such breach no later than thirty (30) days after such notice).
Section 15.02 The occurrence of a Default, and failure by Tenant to
cure said Default within the period of time allowed for cure as set forth
above, if any, shall be an "Event of Default in which event Landlord shall have
the option to do and perform any one or more of the following in addition to,
and not in limitation of, any other remedy or right permitted it by law or by
this Lease:
(a) Terminate this Lease by written notice to Tenant, in which
event Tenant shall immediately surrender the Demised Premises to Landlord, but
if Tenant shall fail to do so, Landlord may, without further notice and without
prejudice for any other remedy Landlord may have for possession or arrearage in
Rent enter upon the Demised Premises and expel or remove Tenant and Tenant's
effects, without being liable to prosecution or any claim for damages therefor;
and Tenant agrees to indemnify Landlord for all loss and damage which Landlord
may suffer by reason of such termination, whether through inability to relet
the Demised Premises, or through decrease in Rent, or otherwise; and/or
(b) Declare the entire amount of Rent and other sums which would
become due and payable during the remainder of the Term, to be due and payable
immediately, in which event, Tenant agrees to pay the same at once, with
adjustment for the present value of same in accordance with Florida law,
together with all Rent therefore due, at Landlord's address as provided herein.
It is acknowledged that such payment shall not constitute a penalty or
forfeiture or liquidated damages, but shall merely constitute payment in
advance of the Rent for the remainder of the Term. Upon making such payment,
Tenant shall be entitled to receive from Landlord all rents received by
Landlord from other tenants on account of the Demised Promises during the Term,
less all costs, expenses and attorneys' fees of Landlord incurred in connection
with the recovery of possession and reletting of the Demised Premises, provided
that the monies to which Tenant shall so become entitled shall in no event
exceed the entire amount actually paid by Tenant to Landlord as an advance
payment of the Rent. The acceptance of such payment by Landlord shall not
constitute a waiver of any failure of Tenant thereafter occurring to comply
with any term, provision, condition or covenant of this Lease; and/or
(c) Enter the Demised Premises as the agent of Tenant, without
being liable to prosecution of any claim for damages therefor, and relet the
Demised Premises as the agent of Tenant and for the account of Tenant, without
advertisement and by private negotiations and for any term Landlord deems
proper, and receive the rent therefor, and Tenant shall pay Landlord any
deficiency that may arise by reason of such reletting on demand, but Tenant
shall not be
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entitled to any surplus so arising. Tenant shall reimburse Landlord for all
costs of reletting the Demised Premises including but not limited to
advertising expenses and commissions; and/or
(d) As agent of Tenant, do whatever Tenant is obligated to do by
the provisions of this Lease and may enter the Demised Premises, without being
liable to prosecution or any claims for damages therefor, in order to
accomplish this purpose. Tenant agrees to reimburse Landlord immediately upon
demand for any sums advanced by Landlord and any expenses which Landlord may
incur in thus effecting compliance with this Lease on behalf of Tenant, which
sums shall bear interest at the highest legal rate from the date paid or
advanced by Landlord. Tenant further agrees that Landlord shall not be liable
for any damages resulting to Tenant from such action, whether caused by the
negligence of Landlord or otherwise.
Section 15.03 Pursuit by Landlord of any of the foregoing remedies
shall not preclude the plus of general or special damages incurred, or of any
of the other remedies herein provided or any other remedies provided by law.
Section 15.04 No act or thing done by Landlord or Landlord's agents
during the Lease Term shall be deemed a termination of the Lease or an
acceptance of a surrender of the Demised Premises, and no agreement to
terminate the Lease or accept a surrender of the Demised Premises shall be
valid, unless the same be made in writing and executed by Landlord. Neither the
mention in this Lease of any particular remedy, nor the exercise by Landlord of
any particular remedy hereunder, at law or in equity, shall preclude Landlord
from any other remedy Landlord might have under this Lease, at law or in
equity. Any waiver of or redress for any violation of any covenant or condition
contained in this Lease, shall not prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation. If Tenant shall be in Default, and as a result thereof,
Landlord shall bring any action under this Lease, or place this Lease or any
amount payable by Tenant hereunder with an attorney concerning or for the
enforcement of any of Landlord's rights hereunder, then Tenant in each and any
such case shall pay Landlord its reasonable attorney's fees and costs incurred.
The receipt by Landlord of rent with knowledge of the breach of any covenant in
this Lease shall not be deemed a waiver of such breach.
Section 15.05 In the event such breach or threatened breach by Tenant
of any of the covenants or provisions of this Lease, Landlord shall have the
right of injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not herein
provided for. Mention in this Lease of any particular remedy shall not preclude
Landlord from any other remedy, in law or in equity. The foregoing remedies and
rights of Landlord are cumulative.
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ARTICLE 16
HOLDING OVER
If Tenant remains in possession after expiration of the Lease Term
hereof, with Landlord's acquiescence and without any distinct agreement between
the parties, Tenant shall be a tenant at will and such tenancy shall be subject
to all the provisions hereof, except that the monthly rental shall be one
hundred fifty percent (150%) of the equivalent of the then-current monthly
installment of Rent due hereunder for the entire holdover period and there
shall be no renewal of this Lease by operation of law. Nothing in this
Paragraph shall be construed as a consent by Landlord to the possession of
Premises by Tenant after the expiration of the Lease Term.
ARTICLE 17
ASSIGNMENT AND SUBLETTING
Tenant shall not sublet any part of the Demised Premises, nor assign
this Lease or any interest herein, without prior written consent of Landlord,
which consent shall not be unreasonably withheld, provided that any such sublet
or assignment must be for a use which Landlord, in its reasonable discretion,
does not consider to be injurious to the Demised Premises; provided, further,
no such consent shall serve to release Tenant's liability hereunder. Consent by
Landlord to one assignment or sublease shall not destroy or waive this
provision, and all later assignments and subleases shall likewise be made only
upon prior written consent of Landlord. No assignment or sublease may be
requested in the event Tenant is in default hereunder. Tenant shall provide
Landlord with any and all information reasonably requested by Landlord with
respect to such sublessee or assignee, including, but not limited to financial
information and certified, audited financial statements. Sublessee or assignees
shall become liable directly to Landlord for all obligations of Tenant
hereunder without relieving Tenant's liability. In the event Tenant notifies
Landlord of Tenant's intent to sublease or assign this Lease, Landlord shall
within thirty (30) days from receipt of such notice (i) consent to such
proposed subletting, or (ii) refuse such consent. In the event Landlord gives
its consent to any such assignment or sublease, any rent, rental or other cost
to the assignee or subtenant for all or any portion of the Premises over and
above the Rent payable by Tenant for such space shall be paid to Landlord as
additional rent. In the event this Lease is either terminated or a sublease or
assignment is made as herein provided, Tenant shall reimburse Landlord for all
of the necessary administrative, legal and accounting services required in
order to accomplish such termination, assignment or subletting in an amount not
more than Five Hundred Dollars ($500.00).
The sale or transfer of Tenant's voting stock (if a corporation) or
partnership interest (if a partnership) resulting in the transfer of control of
a majority of such stock or interest or the occupancy of the Premises by any
successor firm of the Tenant or by any firm into which or with which the Tenant
may become merged or consolidated shall be deemed an assignment of this Lease
requiring the prior written consent of Landlord in accordance with the
foregoing, provided,
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such consent shall not be required if the purchaser shall agree to become an
additional guarantor of this Lease.
ARTICLE 18
LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS
If Tenant shall default in the observance or performance of any term
or covenant on its part to be observed or performed under or by virtue of any
of the terms or provisions in any Article of this Lease, Landlord, without
being under any obligation to do so and without thereby waiving such default,
may remedy such default for the account, and at the expense, of Tenant. If
Landlord makes any expenditures or incurs any obligations for the payment of
money in connection therewith, including, but not limited to, attorneys' fees
in instituting, prosecuting or defending any action or proceeding, such sums
paid or obligations incurred, with interest at the then maximum lawful rate,
and costs, shall be deemed to be additional rent hereunder and shall be paid to
it by Tenant on demand.
ARTICLE 19
COVENANT OF QUIET ENJOYMENT
Landlord covenants that upon Tenant paying the Rent and additional
rent and observing and performing all the terms, covenants and provisions of
this Lease on Tenant's part to be observed and performed, Tenant may Peaceably
and quietly enjoy the Demised Premises, subject, nevertheless, to the terms and
conditions of this Lease.
ARTICLE 20
EXCAVATION
In the event that any excavation or any construction should be made
for building or other purposes upon land adjacent to the Building, Tenant
shall, if necessary, afford to the person or persons causing or authorized to
cause such excavation or construction or other purpose license to enter upon
the Demised Premises for the purpose of doing such work as shall reasonably be
necessary to protect or preserve the Building, or any parts thereof, from
injury or damage and to support them by proper foundations, pinning and/or
underpinning, or otherwise.
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ARTICLE 21
SERVICES AND EQUIPMENT
Section 21.01 So long as Tenant is not in default under any of the
covenants of this Lease, Landlord shall at its cost and expense maintain and
keep in good order and repair the central air-conditioning, heating and
ventilating system installed by Landlord.
Section 21.02 Landlord reserves the right to interrupt, curtail or
suspend the services required to be furnished by Landlord under this Article 21
when the necessity therefor arises by reason of emergency, mechanical
breakdown, or when required by any law, order or regulation of any Federal,
State, County or Municipal authority, or for any other cause beyond the
reasonable control of Landlord. Landlord shall use due diligence to complete
all required repairs or other necessary work as quickly as possible so that
Tenant's inconvenience resulting therefrom may be for as short a period of time
as circumstances will permit. No diminution or abatement of rent or other
compensation shall or will be claimed by Tenant as a result therefrom, nor
shall this Lease, or any of the obligations of Tenant, be affected or reduced
by reason of such interruption, curtailment or suspension.
Section 21.03 Tenant shall reimburse Landlord for the cost to Landlord
of removal from the Demised Premises and the Building of any refuse and rubbish
of Tenant and Tenant shall pay all bills therefore when rendered.
ARTICLE 22
SUBORDINATION
Section 22.01 This lease is subject and subordinate to all mortgages
which may now or hereafter affect the land more particularly described in
Schedule B attached hereto (the "Land') and/or Building and to all renewals,
modifications. amendments, consolidations, replacements or extensions thereof.
This clause shall be self-operative and no further instrument of subordination
shall be required by any mortgages. In confirmation of such subordination,
Tenant shall promptly execute any certificate that Landlord may request. Tenant
hereby constitutes and appoints Landlord the Tenant's attorney-in-fact to
execute any such certificate or certificates for and on behalf of Tenant.
Section 22.02 At the option of the Landlord or any successor landlord
or the holder of any mortgage affecting the Demised Premises, Tenant agrees
that neither any foreclosure of a mortgage affecting the Demised Premises, nor
the institution of any suit, action, summary or other proceeding against the
Landlord herein or any successor landlord, or any foreclosure proceeding
brought by the holder of any such mortgage to recover possession of such
property, shall, by operation of law or otherwise, result in cancellation or
termination of this Lease or the obligations of the Tenant hereunder, and upon
the request of any such landlord, successor landlord, or the holder of such
mortgage, Tenant covenants and agrees to execute an instrument
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in writing satisfactory to such successor landlord or to any successor to the
Landlord's interest in the Demised Premises, or to the holder of the such
mortgage or to the purchaser of the mortgaged premises in foreclosure, whereby
Tenant attorns to such successor in interest.
Section 22.03 In the event of any act or omission by the Landlord
which would give the Tenant the right to terminate this Lease or to claim a
partial or total eviction pursuant to the terms of this Lease, if any, the
Tenant will not exercise such right until:
(a) it has given written notice of such act or omission to the
holder of any mortgage whose name and address shall previously have been
furnished to Tenant, by delivering such notice of such act or omission
addressed to such holder at the last address so furnished; and
(b) a reasonable period for remedying such. act or omission shall
have elapsed following such giving of notice during which such parties, or any
of them, with reasonable diligence, following the giving of such notice, has
not commenced and continued to remedy such act or omission or to cause the same
to be remedied.
Section 22.04 If, in correction with obtaining financing for the Land
and/or Building, a banking, insurance or other recognized institutional lender
shall request reasonable modifications in this Lease as a condition to such
financing, Tenant will not unreasonably withhold, delay or defer its consent
thereto, provided that such modifications do not increase the obligations of
Tenant hereunder or materially adversely affect the leasehold interest hereby
created or Tenant's use and enjoyment of the Demised Premises.
ARTICLE 23
ESTOPPEL CERTIFICATE
Tenant agrees at any time, and from time to time, upon not less than
ten days' prior notice by Landlord, to execute, acknowledge and deliver to
Landlord, a statement in writing addressed to Landlord certifying that this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications), stating the dates of which the Rent, additional
rental and other charges have been paid, and stating whether or not to the best
knowledge of the signer of such certificate, there exists any default by
Landlord in the performance of any covenant, agreement, term, provision or
conditions contained in this Lease, and, if so, specifying each such default,
it being intended that any such statement delivered pursuant hereto may be
relied upon by Landlord, by any holder or prospective holder of any mortgage
affecting the Land and/or Building or by any purchaser of the Land and/or
Building.
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ARTICLE 24
WAIVER OF TRIAL BY JURY
It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant, and Tenant's use of or
occupancy of the Demised Premises. Tenant further agrees that it shall not
interpose any counterclaim or counterclaims in a summary proceeding or in any
action based upon non-payment of rent or any other payment required of Tenant
hereunder.
ARTICLE 25
SURRENDER OF PREMISES
Upon the expiration or other termination of the term of this Lease,
Tenant shall quit and surrender the Demised Premises in good order and
condition, ordinary wear and tear excepted, and shall remove all its property
therefrom, except as otherwise provided in this Lease. Tenant's obligation to
observe or perform this covenant shall survive the expiration or other
termination of the Term of this Lease.
ARTICLE 26
RULES AND REGULATION
Tenant agrees to comply with all reasonable rules and regulations
Landlord may adopt from time to time, for the operation and protection of the
Building, its tenants, visitors and occupants. The present rules and
regulations (if any), which Tenant hereby agrees to comply with, entitled
"Rules and Regulations" are attached hereto and are by this reference
incorporated herein. Any future rules and regulations shall become a part of
this Lease, and Tenant hereby agrees to comply with the same upon delivery of a
copy thereof to Tenant, providing the same are reasonable and do not deprive
Tenant of its rights established under this Lease.
ARTICLE 27
SUCCESSORS AND ASSIGNS
Section 27.01 The covenants, conditions and agreements contained in
the Lease shall bind and ensure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns.
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Section 27.02 The term "Landlord" wherever used in this Lease shall be
limited to mean and include only the owner or owners at the time in question of
the Building or a mortgagee in possession, so that in the event of any sale,
assignment or transfer of the Building, such owner or mortgagee in possession
shall thereupon be released and discharged from all covenants, conditions and
agreements of Landlord hereunder; but such covenants, conditions and agreements
shall be binding upon each new owner or mortgagee in possession for the time
being of the Building, until sold, assigned or transferred.
ARTICLE 28
NOTICES
Any notice, request or demand permitted or required to be given by the
terms and provisions of this Lease, or by any law or governmental regulation,
either by Landlord to Tenant or by Tenant to Landlord, shall be in writing and
shall be sent by United States certified or registered mail, return receipt
requested, addressed to the address as set forth in the heading of this Lease.
Such notice shall be deemed given when mailed. Either party may, by notice as
aforesaid, designate a different address or addresses for notices, requests or
demands to it.
ARTICLE 29
NO WAIVER
The failure of Landlord to seek redress for violation of, or to insist
upon the .strict performance of, any covenant or condition of the Lease, or any
of the Rules and Regulations promulgated by Landlord, shall not prevent a
subsequent act, which would have originally constituted a violation, from
having all the force and effect of an original violation. The receipt by
Landlord of Rent or additional rent or any other charges payable hereunder with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No provisions of this Lease shall be deemed to have been
waived by Landlord, unless such waiver be in writing signed by Landlord. No
payment by Tenant, or receipt by Landlord, of a lesser amount than the monthly
Rent herein stipulated shall be deemed to be other than on account of the
earliest stipulated Rent, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment of rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of such Rent or pursue any other
remedy in this Lease provided.
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ARTICLE 30
CAPTIONS
The captions of Articles in this Lease are inserted only as a matter
of convenience and for reference and they in no way define, limit or describe
the scope of this Lease or the intent of any provision thereof.
ARTICLE 31
INABILITY TO PERFORM
This Lease, and the obligation of Tenant to pay Rent or additional
rent hereunder and perform and comply with all of the other covenants and
agreements hereunder on the part of Tenant to be performed and complied with,
shall in no wise be affected, impaired or excused because of Landlord's delay
or failure to perform or comply with any of the covenants or provisions
hereunder on the part of Landlord to be performed or complied with, nor because
Landlord is unable to fulfill any of its obligations trader this Lease or to
supply or is delayed in supplying any service expressly or impliedly to be
supplied, or is unable to make, or is delayed in making, any repair, additions,
alterations or decorations, or is unable to supply or is delayed in supplying,
any equipment or fixtures, if Landlord is prevented or delayed from so doing by
reason of strike or labor troubles or any other cause whatsoever, including,
but not limited to, governmental pre-emption in connection with a National
Emergency or by reason of any rule, order or regulation of any department or
subdivision of any governmental agency or by reason of the conditions of supply
and demand which have been or are effected by war or other emergency.
ARTICLE 32
NO REPRESENTATION BY LANDLORD
Landlord or Landlord's agents have made no representations or promises
with respect to the Building, the Land or the Demised Premises except as herein
expressly set forth and no rights, easements or licenses arc acquired by
Tenant, by implication or otherwise, except 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 the
Demised Premises and the Building and that same were in good, satisfactory
condition at the time such possession was so taken.
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ARTICLE 33
LIENS
Section 33.01 Tenant agrees that Tenant will pay all charges of
contractors, subcontractors, mechanics, laborers, materialmen, and other items
of like character incurred by Tenant with respect to the Demised Premises, and
will indemnify Landlord against all expenses, costs and charges, including bond
premiums for release of liens and attorney's fees reasonably incurred in and
about the defense of any suit in discharging the said Demised Premises or any
part thereof from any liens, judgments, or encumbrances caused or suffered by
Tenant. In the event any such lien shall be made or filed, Tenant shall bond
against or discharge the same within ten (10) days after receipt of notice that
the same has been made or filed. It is understood and agreed between the
parties hereto that the expenses, costs and charges above referred to shall be
considered as rent due and shall be included in any lien for rent.
Section 33.02 The Tenant herein shall not have any authority to create
any liens for labor or material on the Landlord's interest in the land,
Building or the Demised Premises and all persons contracting with the Tenant
for the destruction or removal of any facilities or other improvements or for
the erection, installation, alteration, or repair of any facilities or other
improvements on or about the Demised Premises, and all materialmen,
contractors, mechanics, and laborers, are hereby charged with notice that they
must look only to the Tenant and the Tenant's interest in the Demised Premises
to secure the payment of any xxxx for work done, labor performed or material
furnished at the request or instruction of Tenant.
ARTICLE 34
INDEMNIFICATION
In consideration of the Demised Premises being leased to Tenant for
the above rental, Tenant agrees: that Tenant, at all times, will indemnify and
keep harmless Landlord from all losses, damages, liabilities, injuries and
expenses, which may arise or be claimed against Landlord and be in favor of any
persons, firms or corporations, for any injuries or damages to the person or
property of any persons, firms or corporations, consequent upon or arising from
the use or occupancy of the Demised Premises by Tenant, or consequent upon or
arising from any acts, omissions, neglect or fault of Tenant, its agents,
servants, employees, licensees, visitors, customers, patrons or invitees, or
consequent upon or arising from Tenant's failure to comply with any laws,
statutes, ordinances, codes or regulations as herein provided; that Landlord
shall not be liable to Tenant for any damages, losses or injuries to the
persons or property of Tenant which may be caused by the acts, neglect,
omissions or faults of any persons, firms or corporations, except when such
injury, loss or damage results from negligence of Landlord, his agents or
employees. All personal property placed or moved into the Demised Premises or
Building shall be at the risk of Tenant or the owner thereof, and Landlord
shall not be liable to Tenant for any damage to said personal property. Tenant
shall maintain at all times during the term of this Lease an insurance policy
or policies in an amount or amounts sufficient to
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indemnify Landlord or pay Landlord's damages, if any, resulting from any
matters set forth hereinbefore in this Article 34.
In case Landlord shall be made a party to any litigation commenced
against Tenant, then Tenant shall save and hold Landlord harmless in connection
with such litigation and shall pay all costs, expenses and attorney's fees
incurred or paid by Landlord in connection therewith.
ARTICLE 35
CONTROL OF COMMON AREAS AND PARKING FACILITIES BY LANDLORD
All automobile parking areas, driveways, entrances and exits thereto,
common areas, and other facilities furnished by Landlord, including all parking
areas, truck way or ways, loading areas, pedestrian walkways and ramps,
landscaped areas, stairways, corridors and other areas and improvements
provided by Landlord for the general use, in common, of tenants, their offices,
agents, employees, servants, invitees, licensees, visitors, patrons and
customers, shall be at all times subject to the exclusive control and
management of Landlord, and Landlord shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect to
all facilities and areas and improvements; to police same; from time to time to
change the area, level and location and arrangement of parking areas and other
facilities hereinabove referred to; to restrict parking by and enforce parking
charges (by operation of meters or otherwise) to tenants, their officers,
agents, invitees, employees, servants, licensees, visitors, patrons and
customers; to close all or any portion of said areas or facilities to such
extent as may, in the opinion of Landlord's counsel, be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any person or the
public therein; to close temporarily all or any portion of the public areas,
common areas or facilities; to discourage non-tenant parking; to charge a fee
for visitor and/or customer parking; and to do and perform such other acts in
and to said areas and improvements as, in the sole judgment of Landlord, the
Landlord shall determine to be advisable with a view to the improvement of the
convenience and use thereof by tests, their officers, agents, employees,
servants, invitees, visitors, patrons, licensees and customers. Landlord will
operate and maintain the common areas and other facilities referred to in such
reasonable manner as Landlord shall determine from time to time. Without
limiting the scope of such discretion, Landlord shall have the full right and
authority to designate a manager of the parking facilities and/or common areas
and other facilities who shall have full authority to make and enforce rules
and regulations regarding the use of the same or to employ all personnel and to
make and enforce all rules and regulations pertaining to and necessary, for the
proper operation and maintenance of the parking areas and/or common areas and
other facilities.
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ARTICLE 36
ENVIRONMENTAL MATTERS
Without Landlord's prior written consent, Tenant shall not receive,
store, or otherwise handle any substance, product, material or merchandise that
is explosive or highly flammable, toxic or hazardous. Tenant shall occupy the
Demised Premises, conduct its business and control its agents, employees,
invitees and visitors in such a manner as is lawful, reputable and will not
create any nuisance or otherwise interfere with, annoy or disturb any other
tenant in its normal business operations or Landlord in its management of the
Building. Tenant shall not commit or suffer to be committed, any waste on the
Demised Premises, nor shall Tenant permit the Demised Premises to be used in
any way that would. in the opinion of Landlord, be extra hazardous on account
of fire or otherwise that would in any way increase the premiums for or render
void the fire insurance on the Demised Premises or contents of the Building.
"Hazardous Substances," as used in this Lease shall mean pollutants,
contaminants, toxic or hazardous wastes, or any other substances, the removal
of which is required or the use of which is restricted, prohibited or penalized
by any "Environmental Law," which term shall mean any federal, state or local
law or ordinance relating to pollution or protection of the environment.
Tenant agrees to indemnify and hold Landlord harmless from all claims,
demands, actions, liabilities, costs, expenses, damages and obligations or any
nature including, without limitation, court costs and attorney's fees arising
from or as a result of the use of the Demised Premised by Tenant, its agents,
employees, contractors, invitees or licensees. The foregoing indemnification
shall survive the termination or expiration of this Lease.
ARTICLE 37
SECURITY DEPOSIT
Section 37.01 Upon execution of this Lease, Tenant shall pay the sum
of $8,900.00 to the Landlord (the "Security Deposit"), which Security Deposit
shall be held by Landlord in a interest bearing account and as security for the
performance by Tenant of Tenant's covenants and obligations under this Lease,
it being expressly understood that the Security Deposit shall not be considered
an advance payment of rental or a measure of Landlord's damages in case of
default by Tenant.
Section 37.02 Landlord may, from time to time without prejudice to any
other remedy, use the Security Deposit to the extent necessary to make good any
arrearages of Rent or to satisfy any other covenant or obligation of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount.
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Section 37.03 If Landlord transfers its interest in the Demised
Premises during the Term of this Lease, Landlord may assign the Security
Deposit to the transferee and thereafter Landlord shall have no further
liability for the return of such Security Deposit.
ARTICLE 38
ATTORNEY FEES
In the event of any dispute hereunder or of any action to interpret or
enforce this Lease, any provision hereof or any matter arising herefrom,
including the collection of Rent, the prevailing party shall be entitled to
recover its reasonable costs, fees and expenses, including, but not limited to,
witness fees, expert fees, consultant fees, attorney (in-house and outside
counsel), paralegal and legal assistant fees, costs and expenses, and other
professional fees, costs and expenses, in any action or declaratory action, in
any bankruptcy action, at pre-trial, at trial or on appeal.
ARTICLE 39
TIME OF ESSENCE
Time is of the essence of this Lease.
ARTICLE 40
LATE PAYMENTS
Section 40.01 Payments of Rent received after the fifth day of the
month may be assessed an additional five percent (5%) charge as a late payment
penalty and shall be assessed an additional two percent (2%) charge for each
mouth thereafter until paid in full. Acceptance by Landlord of a payment in an
amount less than that which is currently due shall in no way affect Landlord's
rights under this Lease and in no way be an accord and satisfaction.
Section 40.02 This provision does not prevent Landlord from declaring
the non-payment of Rent when due a Default hereunder.
ARTICLE 41
SEVERABILITY AND INTERPRETATION
Section 41.01 If any clause or provision of the Lease shall be deemed
illegal, invalid or unenforceable under present or future laws effective during
the Term, then and in that event, the
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remainder of this Lease shall not be affected by such illegality, invalidity or
unenforceability, and, in lieu of each clause or provision of this Lease that
is illegal, invalid or unenforceable, there shall be added as a part of this
Lease a clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible and be legal, valid and
enforceable. If such invalidity is, in the sole determination of Landlord,
essential to the rights of both parties, Landlord shall have the right to
terminate this Lease on thirty (30) days' written notice to Tenant.
Section 41.02 Should any of the provisions of this Lease require
judicial interpretation, it is agreed that the court interpreting or construing
the same shall not apply a presumption that the terms of any such provision
shall be more strictly construed against one party by reason of the rule of
construction that a document is to be construed most strictly against the party
who itself or through its agent prepared the same, it being agreed that the
agents of all parties have participated in the preparation of the stipulations
of this Lease.
ARTICLE 42
FLORIDA LAW
This Lease has been made under and shall be construed and interpreted
under and in accordance with the laws of the State of Florida.
ARTICLE 43
ENTIRE AGREEMENT
Section 43.01 This Lease contains the entire agreement between
Landlord and Tenant and any agreement hereafter made between Landlord and
Tenant shall be ineffective to change, modify, waive, release, discharge,
terminate or effect an abandonment of this Lease, in whole or in part, unless
such agreement is in writing and signed by the party against whom enforcement
of the change, modification, waiver, release, discharge, termination or the
effecting of the abandonment is sought.
Section 43.02 If any term or provision of this Lease shall, to any
extent be invalid or unenforceable, the remainder of this Lease shall not be
affected thereby and the balance of the term and provisions of this Lease shall
be valid and enforceable to the fullest extent either hereunder or as permitted
by law.
Section 43.03 This Lease shall be construed in accordance with the
laws of the State of Florida.
[SIGNATURE PAGES FOLLOW]
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28
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and
sealed this Lease as of the day and year first above written.
WITNESSES: LANDLORD:
CONCORD MANAGEMENT, LTD., a
Florida limited partnership
BY: CONCORD MANAGEMENT
COMPANY, INC., a Florida
corporation, its general
partner
By: /s/ Xxxxxx Xxxxxxx
----------------------------- -----------------------------------
Xxxxxx Xxxxxxx, President
Print Name:
------------------ (CORPORATE SEAL)
/s/ Xxxxx Xxxxxx
-----------------------------
Print Name: Xxxxx Xxxxxx
CED CONSTRUCTION PARTNERS, LTD.,
a Florida limited partnership
BY: CED CONSTRUCTION, INC., a Florida
corporation, its general partner
----------------------------- By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Print Name: Xxxxxxx X. Xxxxxxxxx, President
------------------
/s/ Xxxxx Xxx Xxxxxxx (CORPORATE SEAL)
-----------------------------
Print Name: Xxxxx Xxx Xxxxxxx
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29
ASSOCIATED HOUSING
DEVELOPMENT PARTNERS V, LTD., a
Florida limited partnership
BY: FAMILY AFFORDABLE PARTNERS,
INC., a Florida corporation, its
Sole General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------- -----------------------------------
Xxxxxxx X. Xxxxxxxxx, President
Print Name:
------------------ (CORPORATE SEAL)
/s/ Xxxxx Xxx Xxxxxxx
-----------------------------
Print Name: Xxxxx Xxx Xxxxxxx
WITNESSES: TENANT:
/s/ Xxx Xxxxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------- -----------------------------------
Print Name: Xxx Xxxxxxx Xxxxx X. Xxxxx
Vice President, H.T.E., Inc.
/s/ Xxx Xxxxx
-----------------------------
Print Name: Xxx Xxxxx
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