SEAGRAPE SQUARE LEASE AGREEMENT
THIS LEASE, dated this day of , 1994 by and between Xxxx X. Xxxxxxx,
Trustee (the "Landlord"), by its agent Xxxxxxx Xxxxxx, whose address is X.X. Xxx
000, Xxxxxxx, XX. 00000-0000 (checks payable to Seagrape Square), and Admiralty
Bank, a state chartered banking corporation (the "Tenant").
ARTICLE I
BASIC LEASE PROVISIONS
W I T N E S S E T H:
SECTION 1.01 -- LEASED PREMISES
(A) In consideration of the rents, covenants, conditions and agreements
hereafter reserved and contained on the part of the Tenant to be observed and
performed, the Landlord demises and lets to the Tenant, and Tenant rents from
the Landlord, those certain premises now existing or hereafter to be erected in
Seagrape Square Shopping Center on that part of the South 769.80' of the SW 1/4
of the NW 1/4 of Section 6, Township 41 S., Range 43 E., lying North of
Indiantown Road (SR 706), LESS the West 812.50' thereof, and more specifically
described as unit Xx. 000 & 000, 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx,
00000.
(B) The premises extend to the exterior faces of all exterior walls and to the
center line (C/L) of walls separating the premises in the same building
(complex) not demised under this lease.
(C) Together with the appurtenances specifically granted in this lease,
including the non-exclusive use in common with others of the Common Areas as
herein more fully provided, but reserving and excepting to the Landlord (i) the
use of (a) the exterior faces of the exterior walls, (b) the roof, (c) the lower
surface of the floor slab of any higher floor, and (ii) the right to install,
maintain, use, repair and replace pipes, ducts, conduits and wires leading
through the premises in locations which will not materially interfere with
Tenant's use thereof and serving other parts of the building (complex)
containing the demised premises.
SECTION 1.02 -- LENGTH OF TERM
The term of this lease shall be for five (5) years and zero (O) months. *see
option.
SECTION 1.03 -- COMMENCEMENT OF TERM
The term of this lease shall commence on June 15, 1994 and end on June 14, 1999
unless sooner terminated. The Tenant's obligation to pay rent shall commence on
October 15, 1994 and end on June 14, 1999 unless sooner terminated.
SECTION 1.04 -- COMMENCEMENT OTHER THAN THE FIRST DAY OF A MONTH
Should the term of this lease and the tenant's obligation to pay rent commence
on a day other than the first day of a month (except as provided under Section
1.03, then the term of this lease shall continue in force and effect for the
period from the Commencement Date hereof to the first day of the calendar month
next succeeding, plus the period of the term set forth in Section 1.02 hereof;
provided, however that the tenant shall pay rent for the fractional month on a
per diem basis (calculated on the basis of a 365 day year) and same shall be
paid in equal monthly installments on the first day of each and every month in
advance. All other monthly payments hereunder shall likewise be calculated and
paid on such per diem basis for any fractional month.
_____LL _____TN
ARTICLE II
RENT
SECTION 2.01 -- FIXED MINIMUM ANNUAL RENT
Tenant agrees to pay to Landlord throughout the full term of this lease, without
demand, set-off or deduction, but subject to adjustments for increases in the
cost of living, as hereinafter set forth, an annual guaranteed minimum rent of
eighteen thousand dollars ($18,000), payable in equal monthly installments (the
"Basic Monthly Rent ") of $1,500, in advance on the first (1st) day of each
calendar month of the term, to the Landlord s managing agent at X.X. XXX 000,
XXXXXXX, XX. 00000-0000 (PAYABLE TO SEAGRAPE SQUARE), or at such other place
Landlord may from time to time designate in writing.
SECTION 2.02 -- LEASE YEAR
The term "lease year" as used herein shall mean consecutive twelve month periods
commencing on each January 1 during the term of this lease. In the event that
the term of this lease commences on a date other than January 1 or expires on a
date other than December 31, the first and last years shall be partial lease
years, and in such case, the partial lease year shall commence on the
Commencement Date of the term of this lease and expire on December 31 next
following, and the last partial lease year shall commence on the last January
1st occurring during the term of this lease and shall expire on the expiration
date of this lease.
SECTION 2.03 -- COST OF LIVING INCREASES IN FIXED MINIMUM RENT
In view of the fluctuating purchasing power of the dollar, the parties hereto,
desiring to adjust the rent hereunder to such purchasing power, agree that for
each lease year of this lease succeeding the first lease year ("Base Year"), the
Basic Monthly Rent (hereinafter called BMR) shall be
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adjusted so as to reflect as nearly as possible such fluctuations. Such
adjustments shall be on the basis of any increase in the cost of living as
reported in the Consumers Price Index-All Items for All Urban Consumers
(1982-84= 100) for the United States (the "Index"), published by the Bureau of
Labor Statistics of the United States Department of Labor, between the level of
the index in effect for the third calendar month prior to the Commencement Date
of this lease (the "Base Level") and the index level in effect for the third
calendar month prior to January 1 of each year of and during the term of this
lease (for each such year the "Adjustment Level").
The BMR for each lease year during the term of this lease after the Base Year
shall be adjusted on the first day of January by multiplying the sum of $18,000
for each such lease year by a fraction, the numerator of which shall be the
Adjustment Level, and the denominator of which shall be the Base Level. As soon
as possible after publication of all statistics necessary for calculation of the
adjusted BMR applicable to any lease year of this lease after the Base Year,
Landlord shall compute the amount of adjusted BMR to be paid during such lease
year and shall notify Tenant thereof in writing, setting forth the manner in and
statistics upon. which adjusted BMR was computed. Said adjustments may result in
an increase over the prior lease year's BMR, but shall never decrease below the
rental originally provided for.
If the amount of the adjusted BMR payable in any lease year after the Base Year
has not or cannot be computed by the due date of the first installment thereof,
Tenant shall continue to pay monthly installments of BMR at the rate applicable
during the preceding lease year until the amount of the new installment has been
computed. If the new installment shall be greater than those during the
preceding year, Tenant shall pay the deficiency with the installment next
maturing, and if the new installment shall be less, tenant shall be allowed to
deduct such overage from the installment next maturing.
If the compilation and/or publication of the index shall be transferred to any
other department, bureau or agency of the U.S. Government, or if the Bureau
shall adopt a successor index, the index published for such successor or
transferee shall be adopted and used as a standard for computing adjustments to
the BMR, adjusted to the BMR of $1,500. This CPI adjustment will not apply
during any lease year where the annual CPI increase is less than 3%.
SECTION 2.04 -- TAXES
(A) Tenant agrees to pay to Landlord any sales or use tax or excise tax imposed
or levied against rent or any other charge or payment required hereunder to be
made by Tenant which has been imposed or may be levied by any governmental
agency having jurisdiction there over.
(B) Tenant shall pay as additional rent hereunder, during the original term
hereof and any extension thereof, a prorata share of all ad valorem and real
estate taxes levied or assessed against, and of all assessments for public
improvements benefitting the site containing the demised premises. Upon receipt
of each tax xxxx (disregarding any discounts or penalties) for any tax or
assessment against the property, Landlord shall advise Tenant in writing of the
amount of
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such tax or assessment, and Tenant's prorata portion thereof payable by Tenant
to Landlord, and Tenant shall pay such portion to Landlord together with and as
a part of the monthly installment of BMR next becoming due. If the term of this
lease does not commence on the first day of a calendar year and end on the last
day of a calendar year, Tenant's share of any such tax or assessment for the
year in which the lease term commences shall be prorated from the Commencement
Date, and Tenant's share of any such tax or assessment for the year in which the
lease term ends shall be prorated to the date upon which the lease term ends.
Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a
reduction of any real estate taxes shall be added to and included in the amount
of any such real estate taxes. Such taxes as are being contested by Landlord
shall nevertheless be included for purposes of the computation of the liability
of the Tenant, provided, however that in the, event that Tenant shall have paid
any amount of additional rent pursuant to this section and Landlord shall
thereafter receive a refund of any portion of any real estate taxes on which
such payment shall have been based, Landlord shall pay to Tenant an appropriate
portion of such refund, Landlord shall have no obligation to contest, object or
litigate the levying or imposition of any real estate taxes and may settle,
compromise, consent to, waive or otherwise determine in its sole discretion any
real estate taxes without consent or approval of Tenant.
SECTION 2.05 -- INSURANCE PREMIUMS
During the original term and any extensions or renewals thereof, Tenant shall
pay to Landlord, as additional rent hereunder, Tenant's proportionate share of
all costs and expenses of Landlord, in maintaining insurance on the buildings
and the land (including all improvements thereto) such as, but not limited to:
fire and extended coverage and such other insurance covering all hazards and
perils included within customary "all risks" coverage, said insurance to be on a
full value repair or replacement basis, as determined by Landlord; flood
insurance, rent insurance and such other insurance as may be required by
Landlord's mortgagee; comprehensive general liability in an amount to be
determined by Landlord but not less $1,000,000.00 per occurrence. Tenant shall
also pay to Landlord, in addition to and together with Tenant's prorata share of
normal insurance costs and expenses, the entire amount of any extraordinary or
additional premium for insurance occasioned by or resulting from Tenant's use of
the premises.
SECTION 2.06 -- SHOPPING CENTER OPERATING COSTS
During the original term and any extensions or renewals thereof, Tenant shall
pay to Landlord, as additional rent, Tenant's prorata share of the costs paid or
incurred by Landlord in managing, operating, maintaining and repairing the
buildings, and any addition thereto, and in managing, operating and maintaining
the land, including without limitation, parking areas, driveways, walkways,
lighting, landscaping, irrigation, drainage, security and reserves for roof
replacement and parking lot repaving in the Seagrape Square Shopping Center
Complex.
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Such costs shall include, without limitation, all costs of: providing utilities,
drainage, sewage and utility facilities and equipment not serving exclusively
the premises nor serving exclusively any other tenant. At all times Landlord
shall allow to the Tenant the benefit of all warranties, if any, from xxxxxxx
and suppliers that have performed work or services to the complex.
The Tenant's prorata share of all costs and expenses referred to in this Article
shall be as indicated in Section 2.07 below. A budget for the Base Year
itemizing estimated costs and expenses due under provisions of Sections 2.04,
2.05, 2.06 and any other applicable Sections of this lease, including a
statement of Tenant's prorata share of such costs and expenses is annexed hereto
and made a part of this lease. Tenant shall pay to Landlord with each
installment of Basic Monthly Rent, additional rent equal to 1/12th of Tenant's
annual prorata share of the estimated costs and expenses, based on the budget
therefor. Such budget may be modified by Landlord at its sole discretion
quarterly during each calendar year on January l, April l, July l, and October
l, to reflect Landlord's experience and reasonably anticipated costs and the
actual costs of such items in past quarters and, provided Landlord has given
Tenant notice of such amended budget at least five (5) days prior to the
effective date of such amendment, which shall be the first day of the quarter.
Tenant shall pay its prorata share of the amended budget monthly, beginning on
the first day of such quarter, together with Basic Monthly Rent and sales tax.
Such an amended budget shall constitute an amendment to this lease but shall not
require the consent of or execution by the Tenant.
SECTION 2.07 -- TENANT'S PRORATA OR PROPORTIONATE SHARE
Tenant and Landlord hereby agree that the gross leasable square footage of the
premises is 1,500 square feet and the gross leasable area of the buildings in
Seagrape Square at the, Commencement Date is 48,750 square feet. As used in this
lease the term "Tenant's Prorata or Proportionate Share" shall mean 3.07692% of
the respective item, so long as there are no additions to the building(s), then
such term shall mean a fraction of the respective item, the numerator of which
fraction shall be the gross leasable square footage of the premises and the
denominator of which shall be the then gross leasable square footage of floor
area of the building and/or additional buildings or additions constructed on the
land.
SECTION 2.08 -- PARKING AND COMMON AREAS
In addition to the demised premises, Tenant shall have the right to
non-exclusive use of all facilities furnished by Landlord in Seagrape Square and
designated for the general use, in common, with Landlord, other tenants, and the
guests, employees and invitees of same, subject to the terms and conditions of
this lease and to reasonable rules and regulations for the use thereof as
prescribed from time to time by Landlord. The parking area shall be provided
with adequate lighting and shall be maintained in good condition by Landlord,
and Landlord shall have the right at any time to change or modify the design and
layout of the parking area(s).
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The common areas shall be subject to the exclusive control and management of
Landlord, who shall have the right to establish, modify, change and enforce from
time to time rules and regulations with respect to the common areas so long as
such rules are not discriminatory against Tenant; and Tenant agrees to abide and
conform with such rules and regulations. Tenant further agrees that it and
officers and employees will park their vehicles only in such areas as Landlord
may from time to time designate for employee parking, which areas may be within
or without the area adjacent to the demised premises. Tenant agrees that it
will, within five (5) days after written request by Landlord, furnish to
Landlord the state automobile license numbers assigned to its vehicles and those
of its employees. Vehicles belonging to Tenant or Tenant's employees which
violate a restriction to park in designated areas may be towed away by Landlord
at the cost of Tenant or Landlord may charge Tenant a daily rate of $10.00 per
day for any such vehicle parked in the common areas other than the designated
employee parking area.
In the event that Landlord deems it necessary to prevent the acquisition of
public rights in and to the site, Landlord may from time to time temporarily
close portions of the common areas, and may erect private boundary markers or
take such steps as deemed appropriate for that purpose. Such action shall not
constitute or be considered an eviction or disturbance of Tenant's quiet
possession of the premises. Neither the parking area nor any other part of the
common areas shall be used by Tenant, or any agent or employee of Tenant, for
any advertising, political campaigning or other similar use, including, without
limitation, the dissemination of advertising or campaign leaflets or flyers.
SECTION 2.09 -- LICENSE
All common areas and facilities not within the leased premises, which Tenant may
be permitted to use and occupy, are to be used and occupied under a revocable
license, and if such license be revoked, or if the amount of such areas are
diminished, Landlord shall not be subject to any liability nor shall Tenant be
entitled to any compensation or dimunition or abatement of rent, nor shall such
revocation or dimunition of such areas be deemed constructive or actual
eviction.
SECTION 2.10 -- ADDITIONAL RENT
In order to give Landlord a lien of equal priority with Landlord's lien for
rent, and for no other purpose, any and all sums of money or charges required to
be paid by Tenant under this lease, whether or not the same be so designated,
shall be considered "Additional Rent". If such amounts or charges are not paid
at the time provided in this lease, they shall nevertheless, if not paid when
due, be collectible as additional rent will, the next installment of rent
thereafter falling due hereunder, but nothing herein contained shall be deemed
to suspend or delay the payment of any amount of money or charges as the same
become due and payable hereunder, or limit any other remedy of the Landlord.
_____LL _____TN
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ARTICLE III
CONSTRUCTION OF LEASED PREMISES
SECTION 3.01 -- LANDLORD'S WORK AND TENANT'S WORK
Landlord agrees that it will supply, tit its own expense, its standard store
(space) as more particularly set forth in Exhibit "A", annexed hereto and made a
part hereof.
Tenant agrees, at its own cost and expense, to perform all other work as more
particularly described in Exhibit "A".
SECTION 3.02 -- CHANGES AND ADDITIONS TO BUILDINGS
Landlord hereby reserves the right at any time to build additional stories onto
and/or perform alterations to the building in which the premises are contained,
and to build adjoining the same. Landlord also reserves the right to construct
other buildings or improvements, including, but not limited to, structures for
motor vehicle parking, and Tenant agrees to cooperate with Landlord in
permitting Landlord to accomplish such construction, if any.
_____LL _____TN
ARTICLE IV
CONDUCT OF BUSINESS BY TENANT
SECTION 4.01 -- USE OF PREMISES
Tenant, its successors and assigns, shall use the premises exclusively for the
purpose of operating a full service bank and for no other uses or purpose
whatsoever, and further agrees to conduct its business in the premises under the
name of or trade name of Admiralty Bank, and no other name, except as may be
first approved by Landlord in writing.
SECTION 4.02 -- TENANT SHALL/SHALL NOT
Tenant shall comply with all laws, ordinances, rules and regulations of
governmental authority respecting the use, operation and activities of the
premises (including sidewalks, street approaches, drives, entrances and other
common areas serving the premises); maintain the show windows, if any, in a neat
and clean condition and shall keep the walkways adjacent to the premises clean
and free from rubbish.
Tenant shall not permit any unlawful, improper or offensive use of the premises,
common areas, or such other areas, or any part thereof, nor permit any nuisance
thereon; make any use of the
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premises which would make void or voidable any policy of insurance covering the
premises or common areas; burn any trash of any kind in or about the premises;
permit rubbish, refuse or garbage to accumulate; permit any fire or health
hazard to exist, upon or about the premises; leave premises vacant or suffer or
permit any waste or mistreatment thereof.
_____LL _____TN
ARTICLE V
SECURITY DEPOSIT
5.01 -- AMOUNT OF DEPOSIT
Tenant, contemporaneously with the execution of this lease, has deposited with
Landlord, and Landlord hereby acknowledges receipt of a $3,975 irrevocable
standby letter of credit, which shall be held by Landlord, without accrual of
interest, as security for the faithful performance by Tenant of all the terms of
the lease by Tenant to be observed and performed. Said deposit shall not be
mortgaged, assigned, transferred or encumbered by Tenant without the express
prior written consent of Landlord, and any such act on the part of the Tenant
shall be without force and effect and shall not be binding upon the Landlord.
At the option of the Landlord, each time that the monthly installment of Basic
Monthly Rent shall increase, the Landlord may demand that the Tenant promptly
pay Landlord, as additional security deposit, twice the amount of any increase
in the said monthly installment of Basic Monthly Rent, such additional sums to
be added to the security deposit held hereunder.
SECTION 5.02 -- USE AND RETURN OF DEPOSIT
If any of the rents herein reserved or any other sum payable by Tenant to
Landlord hereunder shall be overdue or unpaid, or should Landlord make payments
on behalf of the Tenant, or if Tenant shall fail to perform any of the terms of
this lease, then Landlord, at its option and without prejudice to any other
remedy which Landlord may have on account thereof, may appropriate and supply
said entire deposit, or so much thereof as may be necessary to compensate
Landlord, toward the payment of any rent or additional sum due hereunder or to
any loss or damage sustained by Landlord due to such breach on the part of
Tenant; and Tenant shall forthwith upon demand restore said security deposit to
the origin sums deposited. Should Tenant comply with all of the terms and
promptly pay all of the rentals and all other sums payable by Tenant to Landlord
as they become due, said deposit shall be returned in full to Tenant at the end
of the term. In the event of Bankruptcy or other creditor debt proceedings
against Tenant, the security deposit shall be deemed to be first applied to the
payment of rent and other charges due Landlord for all periods prior to the
filing of such proceedings.
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SECTION 5.03 -- TRANSFER OF DEPOSIT
Landlord may deliver the security and any other deposit made hereunder by Tenant
to the purchaser of Landlord's interest in the property in the event that such
interest be sold or otherwise conveyed, and thereupon Landlord shall be
discharged from any further liability with respect to such deposit; and this
provision shall also apply to any subsequent transferee of Landlord.
_____LL _____TN
ARTICLE VI
SIGNS, MERCHANDISE DISPLAY, ALTERNATIONS AND LIENS
SECTION 6.01 -- SIGNS
Tenant shall not place or suffer to be placed or maintained upon any exterior
door, roof, wall or window of the premises any sign, awning, canopy or
advertising matter or any thing of any kind, and will not place or maintain any
freestanding standard within or upon the common area or the premises immediately
adjacent thereto, without first obtaining Landlord's express prior written
consent. Signage shall include a standard sign showing business hours. Tenant
also agrees to maintain such sign, awning, canopy, decoration, lettering,
advertising matter or other thing as may be approved by Landlord in good
condition and repair at all times and to remove the same at the end of this
lease, as and if requested by Landlord. Upon removal thereof, Tenant agrees to
repair any damage caused by such installation and/or removal. Tenant shall
provide Landlord with a copy of a bona fide contract for signage over his/her
space, complying with Landlord's sign specifications and prior approval, within
60 days after the commencement date of this lease or the effective date of any
approved assignment or sub-lease requiring a change in signage. The new proposed
signage must be in place no later than 120 days from such commencement or
transfer date, or at its option, Landlord may demand an increase in the Basic
Monthly Rent (BMR) payable under this lease, by an amount not to exceed 10% of
the BMR in effect immediately prior to such election by Landlord.
SECTION 6.02 -- MERCHANDISE DISPLAY
Tenant shall not have the right to display any merchandise in showcases or other
installations on the exterior of the premises, nor shall Tenant maintain any
loud speaker, voice-making or other sound projection device in such a manner as
to be audible to anyone outside of the premises. In addition, Landlord shall
have the right to approve or disapprove any merchandise display, whether within
or without the premises, which is visible from the exterior of the premises.
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SECTION 6.03 -- ALTERATIONS
Tenant shall not make any alterations or addition to the premises, including the
installation of air-conditioning or the installation of any floor covering other
than carpeting, without Landlord's prior written consent. Any alteration or
addition made shall remain on and be surrendered with the premises on expiration
or termination of the lease, except the Landlord can elect within thirty (30)
days before, or within ten (90) days after expiration or termination of the term
of the lease, to require Tenant to remove any alterations or addition that
Tenant or its assignor has made to the premises, including remote teller, ATM,
etc.
If Landlord so elects, Tenant at its own cost shall restore the [)remises to the
condition designated by Landlord in its election, before the last day of the
term, or within thirty (30) days after notice of election is given, whichever is
later.
SECTION 6.04 -- LIENS
Tenant agrees that it will make full and prompt payment of all sums necessary to
pay for the cost of repairs, alterations, improvements, changes or other work
done by Tenant to the premises and further agrees to indemnify and hold harmless
the Landlord from and against any and all such costs and liabilities incurred by
Tenant, and against any and all mechanic's, material man's or laborer's liens
arising out of or from such work or the cost thereof which may be asserted,
claimed or charged against the premises or the principals of Seagrape Square.
Notwithstanding anything to the contrary in the lease, the interest of Landlord
in the premises shall not be subject to liens for improvements made by or for
Tenant, whether or not the same shall be made or done in accordance with an
agreement between Landlord and Tenant, and it is specifically understood and
agreed that in no event shall Landlord or the interest of the Landlord in the
premises be liable for or subjected to any mechanic's, material man's or
laborer's liens for improvements made by Tenant or for which Tenant is
responsible for payment under terms of this agreement. All persons dealing with
Tenant are hereupon placed upon notice of this provision. In the event any
notice or claim of lien shall be asserted of record against the interest of
Landlord in the premises or Seagrape Square on account of or growing out of
improvement or work done by or for Tenant, or any person claiming by, through or
under Tenant, or for improvements or work the cost of which is the
responsibility of Tenant, Tenant agrees to have such notice or claim of lien
canceled and discharged of record as a claim against the interest of Landlord in
the premises or Seagrape Square (either by law) within ten (10) days after
notice to Tenant by Landlord, and in the event Tenant shall fail to do so,
Tenant shall be considered in default under this lease. Upon execution of this
agreement, Landlord and Tenant shall execute a Memorandum of this lease (at the
option of the Landlord), said Memorandum to be recorded in the public records of
Palm Beach County, State of Florida, setting forth the provisions of this
Section 6.04. Tenant shall notify all contractors and sub-contractors that this
notice is recorded in and for the records of Palm Beach County ORB:6556, Page:
1578.
_____LL _____TN
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ARTICLE VII
REPAIRS, MAINTENANCE AND ACCESS BY LANDLORD
SECTION 7.01 -- RESPONSIBILITY OF LANDLORD
Landlord shall not be called upon and shall have no obligation to make any
repairs, improvements or alterations whatsoever to the premises. Landlord shall
maintain the exterior walls (but not glass, plate glass, windows, doors or
painting) in good repair, and shall keep the roof of the buildings water tight;
provided, however, that Landlord shall not be required to make any repairs to
the roof or any other part of the premises until notice of the need for such
repairs is given to the Landlord by Tenant, and it is understood and agreed that
Landlord shall not be responsible to the Tenant for any damage Tenant may
sustain by a leak in the roof, windows, walls or pipes or for any damage on
account of windstorm, hurricane, fire or otherwise. Also, Landlord shall not be
liable for or required to make any repairs, or perform any maintenance to or
upon the premises, which are required by, related to, or which arise out of
negligence, fault, misfeasance or malfeasance of and by Tenant, its employees,
agents, invitees, licensees or customers, in which event Tenant shall be
responsible therefor. Tenant agrees to pay to Landlord Tenant's proportionate
share of all costs and expenses whatsoever of maintaining the roof (including
reserves for replacement thereof, in accordance with generally accepted
accounting practices) and exterior walls of the building as aforesaid.
SECTION 7.02 -- RESPONSIBILITY OF TENANT
Tenant shall service, keep and maintain the interior of the premises including
all plumbing, wiring, piping, heating and cooling equipment, and fixtures,
doors, (including closers), windows, equipment and appurtenances, and the air
conditioning fixtures and equipment on the exterior of the premises, in good and
substantial repair during the entire term of this lease and shall replace all
glass in the windows and doors broken during the lease term, but such agreement
of Tenant shall not apply to any damage caused by fire or other casualty which
is covered (except for any applicable deductible, which will be the Tenant's
responsibility to pay) standard fire, extended coverage and other perils
insurance. Tenant agrees to make repairs promptly as they may be needed at its
own expense, and at the end of the term of this lease Tenant shall deliver up
the premises in a broom-clean condition with all glass and all windows and doors
intact. Tenant shall pay during the term of this lease a prorata share of an
air-conditioning maintenance and service contract selected by Landlord to
service all units in the Seagrape Square complex. At all times, the Landlord
shall give the Tenant the benefit of any warranties from workmen and suppliers
who have performed or delivered work, services or material to the complex.
In the event Tenant does not keep and maintain the premises to Landlord's
satisfaction or make the said repairs or replacements within a ten (10) day
period after notice from Landlord, or in case of repair which, for cause beyond
Tenant's control, cannot with due diligence be cured
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within said allotted period of ten days, if Tenant shall not have promptly after
notice commenced such repairs and thereafter diligently prosecuted same to
completion, within a reasonable time, then Landlord may, in addition to any
other remedies it may have under law or this lease, enter upon the premises and
maintain the premises and/or make the said repairs or replacements itself; as
the case may be, and charge the cost thereof to Tenant plus 20% for overhead as
additional rent hereunder together with interest at the rate of 18% from the
date of expenditure by Landlord to the date of payment by Tenant.
SECTION 7.03 -- ACCESS BY LANDLORD
Landlord or its representatives shall have the right at any reasonable time to
enter upon the premises, in accordance with Federal and State banking
regulations, for the purpose of inspection and to make or cause to be made any
repairs or otherwise to protect its interest, but the right of the Landlord to
enter, repair or do anything else to protect its interest, or the exercise or
failure to exercise said right, shall in no way diminish Tenant's obligations or
enlarge Landlord's obligations under this lease, or affect any right of
Landlord, or create any duty or liability by Landlord to Tenant or any third
party. Landlord may, within ninety (90) days next preceding the expiration of
the term, enter to place and maintain notices, forletting, free from hindrance
or control of Tenant, and to show the premises to prospective tenants thereof at
times which will not unreasonably interfere with business of Tenant. If Tenant
shall vacate the premises during the last month of the term of this lease,
Landlord shall have the unrestricted right to enter same after Tenants moving to
commence preparations for the succeeding tenant or for any other purpose
whatsoever, without affecting Tenant's obligations to pay rent for the full
term.
_____LL _____TN
ARTICLE VIII
CASUALTY, INSURANCE, AND ASSUMPTION OF RISK
SECTION 8.01 -- CASUALTY
If the premises are rendered untenable by fire or other casualty, Landlord shall
have the option of terminating this lease or rebuilding the premises by first
giving written notice to Tenant within thirty (30) days after occurrence of such
casualty. If Landlord elects to rebuild, the premises will be restored to their
former condition within 120 working days from date of such election (otherwise
Tenant shall have the option to cancel this lease), during which time the
payment of rent shall xxxxx for such untenable space. If lease is canceled by
either party, the rent shall be paid to and adjusted as of the date of such
casualty, and the term of this lease shall be of no further force or effect and
Landlord shall be entitled to sole possession of the premises.
12
Whether or not Landlord is required or elects to restore the premises as
provided in this section, Landlord shall not be required to compensate Tenant or
to restore: alterations made by Tenant, Tenant's improvements, Tenant's trade
fixtures or Tenant's personal property, such excluded property being the sole
responsibility of Tenant to restore or insure for such hazards at its own cost
and expense.
SECTION 8.02 -- INSURANCE
The Landlord shall obtain the insurance for which Tenant makes required payments
to Landlord as provided in Section 2.05 herein. Landlord shall not be liable for
injury caused to any person or property by reason of the failure of Tenant to
perform any of its covenants or agreements hereunder, nor for such damages or
injury caused by reason of any defect in the premises now or in the future
existing, or for any damages or injuries caused by reason of any present or
future defect in the plumbing, wiring or piping of the premises. Tenant agrees
to indemnify and hold harmless Landlord from and against any and all loss,
damage, claim, demand, liability or expense by reason of any damage or injury to
persons (including loss of life) or property which may arise or be claimed to
have arisen as a result of or in connection with the occupancy or use of the
premises by Tenant. Tenant shall, at its expense, provide and maintain in force,
during the entire term of this lease, and any extension or renewal hereof,
comprehensive general liability insurance with limits of coverage of not less
than $500,000 for any property damage or loss from any one accident, and not
less than $1,000,000 for injury to any one person from any one accident. Each
policy of such insurance shall name as the insured thereunder, Landlord and
Tenant. During the lease term, Tenant shall provide, at its own expense, plate
glass insurance providing full coverage replacement of destroyed or damaged
glass in or upon the premises. The original of each such policy of insurance or
certified duplicates thereof issued by the insuring organization shall be
delivered by Tenant to Landlord on or before 10 days prior to occupancy of the
premises by Tenant.
SECTION 8.03 -- ASSUMPTION OF RISK
All property belonging to Tenant or any occupant of the leased premises of
Seagrape Square shall be there at the risk of Tenant or such other person only,
and Landlord shall not be liable for damage thereto or theft or misappropriation
thereof.
SECTION 8.04 -- INCREASE IN FIRE INSURANCE PREMIUM
Tenant agrees that it will not keep, use, sell or offer for sale in or upon the
leased premises any article which may be prohibited by the standard form of fire
and extended risk or liability insurance policy. Tenant agrees to promptly pay
any increase in premiums for such insurance that may be charged during the term
of this lease on the amount of insurance which may be carried by Landlord on
said premises or the building of which they are a part, resulting from the type
of merchandise sold by Tenant in the leased premises, whether or not Landlord
has consented to the same. In determining whether increased premiums are the
result of Tenant's use
13
of the leased premises, a letter or schedule issued by the organization making
the insurance rate on the leased premises or a letter from an organization that
refused to insure because of the use by Tenant, shall be conclusive evidence of
same. Tenant agrees to promptly make, at Tenant's cost, any repairs,
alterations, changes and/or improvements to equipment in the leased premises
required by the company issuing Landlord's fire insurance so as to avoid the
cancellation of, or the increase in premiums for said insurance. In the event
Tenants occupancy and use of the leased premises causes any increase of premium
for the fire, boiler and/or casualty rates on the leased premises or any part
thereof above the rate for the least hazardous type of occupancy legally
permitted on the premises, the Tenant shall pay the additional premium on the
fire, boiler and/or casualty insurance policies by reason thereof. The Tenant
shall also pay in such event, any additional premium on the rent insurance
policy that may be carried by the Landlord for its protection against rent loss
through fire or other casualty. Bills for such additional premiums shall be
rendered by Landlord to Tenant at such times as Landlord may elect and shall be
due from and payable by Tenant when rendered, and the amount thereof shall be
deemed to be additional rent.
_____LL _____TN
ARTICLE IX
QUIET ENJOYMENT
SECTION 9.01 -- QUIET ENJOYMENT
Landlord covenants that so long as Tenant pays the rent reserved in this lease
and performs its agreements hereunder, Tenant shall have the right to quietly
enjoy and use the premises for the term hereof, subject only to the provisions
of this agreement.
_____LL _____TN
ARTICLE X
ASSIGNMENT AND SUBLETTING
SECTION 10.01 -- ASSIGNMENT AND SUBLETTING
Tenant shall not assign this lease nor any rights hereunder, nor let or sublet
all or any part of the premises, nor suffer or permit any person or corporation
to use any part of the premises, without first obtaining the express prior
written consent of Landlord which consent Landlord may arbitrarily withhold. A
copy of any proposed assignment or sub-lease must be submitted to Landlord.
Should Landlord consent to such assignment or to a sub-lease of all or any part
of the
14
premises, Tenant does hereby guarantee payment of all rent herein reserved until
the expiration of the term hereof, and no failure of the Landlord to promptly
collect from any assignee or subtenant, or any extension of the time for the
payment of such rents, shall release or relieve Tenant from its guaranty or
obligation of payment of such rents. No acceptance by the Landlord from other
than the Tenant of any payment due hereunder shall be construed a consent by
Landlord to any assignment or subletting by the Tenant, or give the Tenant any
right to permit another to occupy any portion of the premises except as herein
expressly provided.
_____LL _____TN
ARTICLE XI
UTILITIES
SECTION 11.01 -- UTILITIES
Tenant shall pay all costs and expenses for gas, water, electricity, cooling,
sewerage and any and all other utilities furnished to or used in connection with
the premises for any purpose whatsoever during the term of this lease, promptly
as each thereof shall become due and payable.
The cost of trash and/or garbage collection shall be paid directly by Tenant to
the person or entity performing such removal service ("Removal Contractor"), or
Landlord may, at its sole option, elect to contract for trash and/or garbage
removal for any individual Tenant, several Tenants, or all Tenants (hereunder
called "Participants"). If Landlord so elects, the Participants shall pay a
"fair share" of the costs thereof, such "fair share" to be determined as
follows:
The Removal Contractor, based on its expertise, shall make a determination as to
the requirements for disposal for each individual Participant and the cost
thereof. The "fair share" shall be the percentage (%) that each Participant's
cost bears to the total cost of all Participants, multiplied times the actual
cost of the contract. Such amounts shall be payable under the terms of this
lease, and shall be in addition to common area maintenance expense.
It shall be the Tenants sole responsibility to place all garbage and trash from
their respective premises in a dumpster or trash bin, if any, provided by
Landlord or Removal Contractor which has been designated for use by Tenant.
Otherwise, it is to be placed on appropriate days for pick-up in approved
containers as required by Removal Contractor. No trash or garbage shall be
allowed to collect upon or about the premises except in a dumpster or other
approved receptacles on scheduled pick-up days. No dumpster or other receptacles
shall be placed on parking or other common areas, except at authorized
designated places on scheduled days, without prior written approval of Landlord.
in the event Tenant should place any refuse material in an unapproved area or
outside, the approved receptacle, Landlord may, two (2) days after verbally
notifying Tenant, have said refuse removed and Tenant shall make prompt payment
for all the costs of said removal.
_____LL _____TN
15
ARTICLE XII
DEFAULT OF TENANT
SECTION 12.01-- DEFAULT OF TENANT
In the event Tenant shall (a) fail to make any rental or other payment due
hereunder within ten (10) days after the same shall become due, or in the event;
(b) a petition in bankruptcy (including Chapter X and Chapter XI bankruptcy
proceedings or any other reorganization proceedings under the Bankruptcy Act) be
filed by the Tenant, or be filed against the Tenant, and such petition is not
dismissed within thirty (30) days from the filing thereof, or in the event
Tenant is adjudged a bankrupt; or, (c) an assignment for the benefit of
creditors is made by Tenant; or, (d) of an appointment by any court of a
receiver or other court officer of Tenant's property and such receivership is
not dismissed within thirty (30) days from such appointment; or (e) Tenant
removes, attempts to remove, or permits to be removed from the leased premises,
except in the usual course of trade, the goods, furniture, effects or other
property of the Tenant brought thereon; or, (f) Tenant before the expiration of
the term hereof and without the written consent of the Landlord, vacates the
leased premises or abandons the possession thereof, or uses the same for
purposes other than the purpose for which the same are leased, or ceases to use
the leased premises for the purposes herein expressed; or, (g) an execution or
other legal process is levied upon the goods, furniture, effects or other
property of Tenant brought on the leased premises, or upon the interest of
Tenant in this lease, and the same is not satisfied or dismissed within ten (10)
days from such levy or process; or, the breach or fail to perform any of the
agreements herein other than the agreement to pay rent, and shall fail to cure
such breach within ten (10) days after written notice from Landlord, then
Landlord in any such event shall have the options as follows:
SECTION 12.02 -- REMEDIES OF LANDLORD
Landlord shall have the immediate right to re-enter the leased premises, either
by summary proceedings, by force or otherwise, and to dispossess Tenant and all
other occupants therefrom and remove and dispose of all property therein in the
manner provided in the third paragraph of this Section, all without service of
any notice of intention to re-enter and with or without resort to legal process
(which Tenant expressly waives), and without Landlord being deemed guilty of
trespass or becoming liable for any loss or damage which may be occasioned
thereby. Landlord shall also have the right, at its option, to terminate this
lease upon ten (10) days prior written notice to Tenant, and to thereupon
re-enter and take possession of the said premises with or without legal process.
In the event on any such default or breach, Landlord shall have the right, at
its option, from time to time, without terminating this lease, to re-enter and
relet the premises, or any part thereof, with or without legal process, as the
agent and for the account of Tenant upon such terms and conditions as Landlord
may deem advisable or satisfactory, in which event the rents received on such
re-letting shall be applied first to the expense of such re-letting and
16
collection including, but not limited to, necessary renovation and alterations
of the leased premises, reasonable attorney's fees, any real estate commissions
paid, and thereafter toward payment of all sums due or to become due Landlord
hereunder, and if a sufficient sum shall not be thus realized or secured to pay
such sums and other charges, (I) at Landlord's option, Tenant shall pay Landlord
any deficiency monthly, notwithstanding Landlord may have received rental in
excess of the rental stipulated in this lease in previous or subsequent months,
and Landlord may bring an action therefor as such monthly deficiency shall
arise, or (II) at Landlord's option, the entire deficiency, which is subject to
ascertainment for the remaining term of this lease, shall be immediately due and
payable by Tenant. Nothing herein, however, shall be construed to require
Landlord to re-enter and re-let in any event. The Landlord shall not, in any
event, be required to pay Tenant any surplus of any sums received by Landlord on
a re-letting of said premises in excess of the rent provided in this lease.
In the event of any such default or breach, the Landlord shall have the right,
at its option, to declare the rents for the entire remaining term and other
indebtedness, if any, immediately due and payable without regard to whether or
not possession shall have been surrendered to or taken by Landlord, and may
commence action immediately thereupon and recover judgement therefor.
The Landlord, in addition to other rights and remedies it may have, shall have
the right to remove all or any part of the Tenant's property from said premises
and any property removed may be stored in any public warehouse or elsewhere at
the cost of, and for the account of Tenant and the Landlord shall not be
responsible for the care or safekeeping thereof, and the Tenant hereby waives
any and all loss, destruction and/or damage or injury which may be occasioned by
any of the aforesaid acts.
No such entry or taking possession of said leased premises by Landlord shall be
construed as an election on Landlord's part to terminate this lease unless a
written notice of such intention is given to Tenant. Notwithstanding any such
re-letting without termination, Landlord may at all times thereafter, elect to
terminate this lease for such previous default or breach. Any such re-entry
shall be allowed by Tenant without hindrance, and Landlord shall not be liable
in damages for any such re-entry, or guilty of trespass or forcible entry. The
delivery of keys to Landlord or any employees of Landlord or the Landlord's
agent or any employee thereof, shall not operate as a termination of this lease
or surrender of the premises. Any and all sums due under this lease from Tenant
to Landlord and not paid on the date due shall bear interest from the date due
at the rate of eighteen per-cent (18%) per annum until fully paid; and if any
payment of rent is not received within ten (10) days after the date due, Tenant
shall be charged a penalty of $25.00 per week or fraction thereof for each week
of such delinquency.
The remedies for which provision is made in this Article XII shall not be
exclusive and any and all rights, remedies and options given in this lease to
Landlord shall be cumulative and in addition to and without waiver of or in
derogation of any right or remedy given to it under any law now or hereafter in
effect. In any event, and irrespective of any option exercised by Landlord,
Tenant agrees to pay and the Landlord shall be entitled to recover all costs and
17
expenses incurred by Landlord, including reasonable attorney's fees, in
connection with collection of rent or damages or enforcing other rights of
Landlord in event of a breach or abandonment by Tenant. Tenant hereby expressly
waives any and all rights of redemption, if any, granted by or under any present
or future law in the event Tenant shall be evicted or dispossessed for any
cause, or event Landlord shall obtain possession of the premises by virtue of
the provisions of this lease, or otherwise.
_____LL _____TN
ARTICLE XIII
WAIVER OR ESTOPPEL
SECTION 13.01 -- WAIVER OR ESTOPPEL
The failure of Landlord to insist, in any one or more instances, upon strict
performance of any covenants or agreements of this lease, or exercise any option
of Landlord herein contained, shall not be construed as a waiver or
relinquishment for the future of such covenant, agreement or option, but the
same shall continue and remain in full force and effect. Receipt of rent by
Landlord, with knowledge of the breach of any covenant or agreement hereof,
shall not be deemed a waiver of such breech and no waiver by Landlord of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by Landlord. Any acceptance of rent or other such payment in a lesser
amount than is herein required to be paid by the Tenant, regardless of any
endorsement of any check or any statement m any letter accompanying the payment
of the same shall not be construed as an accord and satisfaction or in any
manner other than as a payment on account by the Tenant. No waiver by the
landlord in respect to any other Tenant shall constitute a similar waiver in
favor of Tenant.
_____LL _____TN
ARTICLE XIV
ATTORNMENT AND SUBORDINATION
SECTION 14.01 -- ATTORNMENT AND SUBORDINATION
All rights and interests of Tenant hereunder are and shall be and remain
subject, subordinate and inferior to all mortgages, heretofore or hereafter
given and encumbering the premises, or any part thereof, and shall likewise be
subordinate and inferior to all renewals, modifications,
18
consolidations, replacements and extensions of any such mortgage, and the right
of the holder of any such mortgage shall at all times be and remain prior and
superior to all rights and interests of Tenant. This provision shall operate as
a subordination agreement with respect to all such mortgages and all renewals,
modifications, consolidations, replacements and extensions thereof. If the
holder of any such mortgage or any person, firm or corporation agreeing to not
take a loan secured by a mortgage on the premises shall require confirmation of
any subordination for which provision is herein made or a separate subordination
agreement with respect to any mortgage transaction, Tenant shall execute such
confirmation or subordination agreement in the form required by such mortgage
holder or other person, firm or corporation agreeing to make a loan secured by a
mortgage on the premises, and the execution of the same shall not diminish or
affect the liability of Tenant hereunder or of any other party responsible for
or guaranteeing the obligations of Tenant under this lease.
_____LL _____TN
ARTICLE XV
CONDEMNATION
SECTION 15.01 -- CONDEMNATION
All compensation awarded for any such taking by, or conveyance to, any public or
quasi-public authority by reason of any act of such authority for which damages
are payable, shall be the property of the Landlord, whether such damage shall be
awarded as compensation for dimunition in the value or the leasehold or to the
fee of the demised premises, and Tenant hereby assigns to Landlord all of
Tenant's right, title and interest in and to any and all such compensation.
Tenant shall be entitled to claim, prove and receive in the condemnation
proceeding such awards as may be allowed for trade fixtures or for loss of
business "good will", depreciation or injury to and cost of removal of stock in
trade, but only if such awards shall be made by the condemnation court or by the
condemnor in addition to, and shall not result in a reduction of, the award for
the land and buildings so taken.
_____LL _____TN
ARTICLE XVI
MISCELLANEOUS
SECTION 16.01 -- NOTICES
All notices shall be in writing and any notice by Tenant to Landlord must be
served by certified or registered mail, postage prepaid, addressed to Landlord
or the agent of Landlord at the address
19
first herein above given or at such other address as Landlord or its agent may
designate by written notice. After commencement of the term hereof any notice by
Landlord to Tenant shall be served by first class mail, postage prepaid,
addressed to Tenant tit the leased premises or at such other address as Tenant
shall designate by written notice or by delivery by Landlord to the leased
premises or to such other address. Prior to the commencement of the term hereof
such notice may be given by Landlord by such mail or delivery at the following
address: Admiralty Bank, 000 X. Xxxxxxxxxx Xx., Xxxxxxx, XX. 00000, or
________________________________________________________________.
Notice shall be deemed to be properly given if addressed to Tenant at its last
known address, if such first class mail is refused or otherwise not delivered.
SECTION 16.02 -- DEPOSITS AND ADVANCES
Any funds paid by Tenant to Landlord as a deposit or advance pursuant to the
terms of this lease, or any exhibit, addendum or modification hereto, may be
commingled with other funds of Landlord and need not be placed in trust,
deposited in escrow or otherwise held in a segregated account. In addition if
any sums of money shall become payable by Tenant to Landlord pursuant to the
terms of agreement, or any exhibit, addendum or modification hereto, or by a
law, ordinance or regulation affecting this agreement, Landlord shall have the
right to apply any deposits or advances theretofore made by Tenant against sums
due by Tenant to Landlord.
SECTION 16.03 -- CAPTIONS AND SECTION NUMBERS
The captions, section numbers, article numbers and index appearing in this lease
are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such sections or articles of this
lease nor in any way affect this lease.
SECTION 16.04 -- BROKERAGE
Tenant warrants and represents that it has not dealt with any broker in
connection with this lease or the premises, and agrees to defend, indemnify and
hold the Landlord harmless from and against any and all claims for brokerage
fees and commissions by any broker claiming to have dealt with him in connection
with this lease. Landlord warrants and represents that Xxxxxxx Xxxxxx is the
only broker it has dealt with in connection with this lease or the premises and
agrees to defend, indemnify and hold the Tenant harmless from and against any
and all claims for brokerage fees and commissions by any other broker claiming
to have dealt with it in connections with this lease.
SECTION 16.05 -- RECORDING
Tenant shall not record this lease, but upon the request by the Landlord, both
parties shall
20
execute and deliver a notice of memorandum of lease, in a form satisfactory to
Landlord and appropriate for recording; the costs of such notices of memorandum
shall be borne by the Landlord.
SECTION 16.06 -- MERCHANT'S ASSOCIATION
If Landlord so requests, Tenant shall become and remain a member in good
standing of any merchant's association existing or which may be organized in
Seagrape Square and shall abide by any rules or regulations promulgated by such
association. Tenant shall contribute annually to the cost and expense of
operating said merchant's association a sum equal to 25 cents per annum for each
square foot of gross floor area in the premises, which sum will be upwardly
adjusted in each year by the percent of rise from the Basic Monthly Rent to the
adjusted Basic Monthly Rent for each year pursuant to Section 2.03 herein.
Tenants whose occupancy is limited to professional office use are not required
to be a member of the Merchant's Association, but shall contribute the sum
required as above, in this section in support thereof.
SECTION 16.07 -- INFESTATION AND FUMIGATION
If necessary to vacate the premises for fumigation or other similar treatment
for termites, insects, etc., Tenant, after a minimum of 14 days prior written
notice, shall vacate the premises for the required time for such treatment to be
performed. If such treatment does not exceed 3 days and 4 nights (excluding any
preparation time performed on the common areas, and not materially interfering
with the business operations of Tenant), it shall be without any rent abatement.
Any longer period shall xxxxx the current rent for such additional period on a
pro-rata per diem basis. Tenant shall permit exterminator access to premises as
required by law or regulations regarding such treatment.
SECTION 16.08 -- ENTIRE AGREEMENT
Tenant agrees that Landlord has not made any statement, promise or agreement or
taken upon itself any engagement whatsoever, verbally or in writing in conflict
with the terms of this lease, or which in any way modifies, varies, alters,
enlarges or invalidates any of its provisions. This lease sets forth the entire
understanding between Landlord and Tenant, and shall not be changed, modified or
amended except by an instrument in writing signed by the party against whom the
enforcement of any such change, modification or amendment is sought. The
covenants and agreements herein contained shall bind, and the benefits and
advantages hereof shall inure to, the respective heirs, legal representatives,
successors and assigns of Landlord and Tenant.
Whenever used, the singular number Shall include the plural, the plural shall
include the singular, and the use of any gender shall include all genders. The
headings set forth in this lease are for ease of reference only, and shall not
be interpreted to modify or limit the provision hereof. This agreement shall be
construed in accordance with the laws of the state of Florida. Should any
provisions of this lease and/or its conditions be illegal or not enforceable
under the laws of said
21
State, it or they shall be considered severable, and the lease and its
conditions shall remain in force and be binding upon the parties as though said
provisions had never been included.
SECTION 16.09 -- RADON AND OTHER
Florida Statutes, Section 404.056(8) requires the following disclosure:
Radon is a naturally occurring radioactive gas that, when it is accumulated
in a building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional
information regarding radon testing may be obtained from a county public
health unit.
_____LL _____TN
ARTICLE XVII
ADDENDUM
SECTION 17.01 -- ADDENDUM
The following addendum (exhibits) annexed hereto, comprise an integral part of
this lease.
Exhibit "A" consisting of 3 pages.
Exhibit "B" Sign Specs consisting of 1 page.
Exhibit "C" Budget consisting of 1 page.
Exhibit "D" Option consisting of 1 page.
Exhibit "E' Drawing of modifications consisting of 1 page.
_____LL _____TN
22
IN WITNESS WHEREOF, Landlord and Tenant have caused this lease to be
executed as required by law on this, the day and year first above written.
Signed, sealed and delivered
in the presence of:
LANDLORD:
/s/Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx
------------------------ ---------------------------------
TENANT:
/s/ /s/Xxxxx Xxxxx
------------------------ ---------------------------------
Xxxxx Xxxxx
Admiralty Bank
------------------------ ----------------------------------
23
EXHIBIT "A"
SEAGRAPE SQUARE LEASE
DESCRIPTION OF LANDLORD'S & TENANT'S WORK
LANDLORD'S WORK
A: Common Facilities
1 Sidewalks, parking lot, drives, roads, landscaping, paving,
drainage, outdoor lighting and directional and locational signs.
B: Utilities
1. Sanitary sewer lines
2. Water lines w/separate meters
3. Electric Service
a. wired conduit from meter to panel (meter installation and
hookup by tenant).
b. circuit breaker panel
c. wall receptacles; wired conduits, switches and fixtures for
bathroom, rear entrance & suspended ceiling.
d. conduit & box for time clock (wiring & clock by tenant).
4. Telephone
a. empty conduit from terminal cabinet to premises
5. Heat & A/C
a. Central system w/ducts, grills & thermostat Landlord to
warranty A/C system for 60 days.
C. Building
1. Basic bldg shell consisting of structural steel & concrete frame;
concrete slab & concrete and frame exterior walls
2. Exterior finishes of stucco, frame siding & glass fronts
3. Interior finishes of concrete floors; steel bar joists; metal studs
w/drywall, steel rear doors; bathroom fixtures:
4. Other: suspended ceiling with acoustical tile panels. Lessee
accepts in "as-is" condition
TENANT'S WORK
A. All work required to complete and place the demised premises in finished
condition for opening of business or occupancy, except that work described
herein as Landlord's Work, is to be done exclusively by Tenant at Tenant's
sole expense. Included in such work, but without limitation is: All work
proposed by Tenant, as shown in Tenant's plan sketch, drawings, plans and
specifications, and which shall have and require prior written approval of
Landlord. Tenant is to provide permits, inspections and approval thereof
by all necessary governmental agencies, and furnish copies thereof to
Landlord.
B. Store interior finish work
1. Floor-finished floor covering
2. Walls-interior painting & decorating
3. Electrical-completion of all necessary requirements and equipment
not provided by Landlord. Payment of all deposits for service;
installation of meter in meter room.
4. Telephone-provide all necessary equipment for needs. All service
must be via conduit to the terminal cabinet. Conduits and wires to
be concealed in ceiling & wall space.
5. Trade fixtures & equipment as required.
6. Water and sewer -- payment of turn-on charges and other deposits
required for use thereof. Tenant shall also pay for any extra
amounts required for Landlord to pay to hook-up Tenant to said
service caused by Tenant's use of premises that is over and above
the standard amount for the typical storefront.
C. Temporary Service -- During the construction period for Tenant's work, Tenant
shall pay for all trash removal, water, electrical and other necessary
utilities.
D. Tenant's Signs and Graphics -- As required and approved by Landlord. Signs to
be installed only in area designated by Landlord.
E. Insurance requirements of Tenant's contractors:
Kind Limits
---- ------
1. Xxxxxxx'x Compensation covering all Statutory
employees who are engaged in any work under the
contract. Statutory
2. Employer's Liability $ 100,000
3. Comprehensive General Liability
(a)Contractor's public liability
Bodily injury $1,000,000
Property damage $ 500,000
The insurance shall include contractual liability
to cover the liability assumed by the contract or
under the agreement with the Tenant.
4. Comprehensive auto liability, including owned,
non-owned and hired vehicles. Bodily injury $ 500,000 ea/person
$1,000,000 ea/acc
Property damage $1,000,000 ea/acc
Included in the agreement between the Tenant and his contractor there should be
a hold harmless clause running in favor of the Tenant and the Landlord with
wording as follows:
"The contractor shall indemnify and save harmless the Landlord and Tenant
against any and all claims and demands for damage to the property of any person,
firm or individual or for personal injuries (including death) arising out of, or
suffered while engaged in, or caused, in whole or in part, by the execution of
the work; he shall well and truly defend the Landlord and Tenant and shall pay
all monies awarded for such damages or injuries (including death) as may be
sustained, all costs including attorney's fees, and shall obtain a full
acquittance and release in favor of the Landlord & Tenant, unless such liability
results solely from a the negligence of the Landlord or Tenant or their
respective agents or employees."
The Tenant's contractor shall maintain such insurance at all times during
the course of the work which shall be evidenced by a Certificate of Insurance to
be issued to the Landlord. The contractor shall name the Landlord as an
additional insured under the liability contracts.
The hold harmless agreement should be noted on the reverse side of the
Certificate of Insurance.
Upon initial occupancy or prior thereto, other than by assignment or
sub-lease, Tenant shall cause to be prepared and delivered to Landlord, plans
and specifications for construction and improvements of and to the premises.
Such plans, etc., and the General Contract for Tenant's
improvement and work shall be subject to Landlord's written approval PRIOR TO
COMMENCEMENT OF CONSTRUCTION. In the event that Landlord shall disapprove of
plans and specifications or the general contractor, either party hereto shall
have the option to terminate this lease by notice to the other party delivered
within ten (10) days of such disapproval by Landlord; and in the event of such
termination, all deposits and prepaid rents shall be refunded to Tenant.
Existing Conditions -- Both parties acknowledge improvements and conditions
of the leased premises as are described herein on page 19 under Landlord's Work,
or as otherwise described below:
Walls Fair, need paint/pch
Ceiling Fair, need sone tiles
Light fixtures Average
Bathroom Good
Glass Average-tinted
Partitions Back room & bath only
A/C & heat Average
Other Normal glass fronts
EXHIBIT "B"
SEAGRAPE SQUARE
SIGN SPECIFICATIONS
A. Type of signs approved.
1. Channel Letters with Plex faces with 1" Trim Cap only.
2. Formed Plex type letters with type (D) mounting devices.
B. Style of copy for signs.
1. Any style of letters such or Block or Script.
C. Colors of all signage. (VERY IMPORTANT.) Please read.
1. All channel letter returns (Letter Cabinets) will only be approved to
be finished to match Plex color #Ivory 047-2 by Acrylite Acrylic. These letters
will only be used on the darker parts of tile building. The faces will only be
approved in the same Plex #047-2 by Acrylite. The (Trim Cap) will only be
approved in 1" and will be finished in the same color.
2. All channel letter returns (Letter Cabinets) will only be approved to
be finished to match #456 BR Duranodic Bronze by Spraylat (Lacryl) for aluminum
finishes. These letters will only be used on the lighter areas of the building.
The faces will only be approved in the Acrylite Acrylic Bronze 311-1, backed by
Plexiglass White 7328. The (Trim Cap) will only be approved in 1" and will be
finished in the same color to match the Acrylite Acrylic Bronze: 311-1.
D. Color of all Neon.
1. All Neon will only be approved in (WHITE).
2. It is not necessary to illuminate signs. This is a Tenant option.
E. Logo's
1. Logo will be approved upon submission to the Landlord for their final
approval. They may be either illuminated or non-illuminated.
F. Raceways will not be approved. (VERY IMPORTANT.) PLEASE READ.
NOTICE: THERE ARE TWO AREAS OF COLOR FACIAS OF THE CENTER. ITEM C
EXPLAINS BOTH OF THE AREAS OF COLOR TO BE USED.
EXHIBIT "C"
SEAGRAPE SQUARE -- BUDGET (1994)
(AS OF 4/1/94)
ITEM ANNUAL COST
---- -----------
Insurance $ 18,233.00
Taxes (prorated) 52,000.00
Landscape & Maintenance 30,000.00
Exterminator & Lawn Spray 1,900.00
Plumbing & Sprinklers 4,000.00
Air Conditioning Maintenance 3,100.00
Parking Lot Maintenance 500.00
Electric 9,800.00
Water 7,800.00
Reserves for Roof 4,500.00
Reserves for Asphalt 7,575.00
Miscellaneous Expenses 7,000.00
===========
TOTAL $146,108.00
PRICE PER SQUARE FOOT = $3.00
Budget for 1993 was: $ 133,775.00
Actual expenses were: 134,037.03
------------
Difference $ 262.03 ($.00) per sf
Adjustment to 1994 Budget:
1994 Budget amount $ 146,108.00
plus 1993 Over
budget 262.03
------------
Adjusted 1994 Budget $ 146,370.03
1994 CAM PER SQUARE FOOT = $3.00
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EXHIBIT "D"
SEAGRAPE SQUARE
OPTION TO RENEW LEASE
OPTION -- The Tenant shall have the option to renew this lease for an additional
term of five (5) year(s), with the Basic Monthly Rent (BMR) to be determined by
use of the Consumer's Price Index (as described in Section 2.03 of this lease).
The BMR for the initial 12 month term of such renewal shall be arrived at
by multiplication of $1,500.00 by a fraction of which the numerator shall be the
level of the index in effect for the third calendar month prior to the
commencement date of the new term (which will be the Base Level in the new
lease), and the denominator of which shall be the level of the index in effect
for the third calendar month prior to commencement date of this lease.
The BMR for each remaining year of the new term (if any) shall be computed
by multiplying the amount of the BMR far the Base Year of the new term (as
determined in the preceding paragraph) by a fraction, the numerator of which
shall be the level of the Index in effect for the third calendar month prior to
each anniversary of the commencement date of the new term, and the denominator
of which shall be the Base Level of the new lease.
Nothing in this option, shall, however, allow the BMR to be less than the
BMR in effect for the period immediately preceding the term extended by exercise
of this option.
Such option must be exercised by the Tenant not later than thirty (30) days
prior to the expiration of the original term hereof in writing to Landlord or
it's authorized agent via Certified Mail, Return Receipt Requested. Landlord may
refuse to renew if any rent or other expenses payable by the Tenant is in
arrears, or if Tenant is in violation of any covenant contained in this lease.
If this option is exercised by proper notification from Tenant, this lease
shall become the new lease with all the same terms and conditions except for the
extended lease termination date will change to June 14, 2004.
EXHIBIT "E"
TENANT MODIFICATION PLAN
INDEX
SEAGRAPE SQUARE LEASE
ARTICLE PAGE
------- ----
I Basic Lease Provisions 1
II Rent 2
III Construction of Leased Premises 6
IV Conduct of Business by Tenant 6
V Security Deposit 7
VI Signs, Merchandise Display,
Alterations and Liens 8
VII Repairs, Maintenance and Access
by Landlord 9
VIII Casualty, Insurance, Assumption
of Risk 11
IX Quiet Enjoyment 12
X Assignment and Subletting 12
XI Utilities 13
XII Default 13
XIII Waiver and Estoppel 15
XIV Attornment and Subrogation 15
XV Condemnation 16
XVI Miscellaneous 16
XVII Addendum 18
EXHIBITS
"A" Landlord and Tenant's Work 19
"B" Sign Specifications 22
"C" Budget 23
"D" Option 24
"E" Tenant Modification Drawing 25