CNL CENTER II CNL CENTER TOWER II OFFICE LEASE AGREEMENT
CNL
CENTER II
CNL
CENTER TOWER II
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Landlord:
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CNL
Plaza II, Ltd.
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Tenant:
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CNL
Hospitality Corp.
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Building:
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CNL
Center Tower II
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Suite:
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700
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Sq.
Ft.:
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40,776
Rentable Square Feet
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Term:
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Ten
(10) years (120 months)
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CNL
CENTER TOWER II
LANDLORD: CNL
PLAZA
II, LTD.
TENANT: CNL
HOSPITALITY CORP.
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INDEX
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Page
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PREMISES
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1
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TERM
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1
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BASE
RENT
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2
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INCREASES
IN BASE RENT
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2
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REIMBURSEMENT
FOR INCREASES IN OPERATING
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EXPENSES
AND TAXES
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2
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USE
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3
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TENANT’S
CARE
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3
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SERVICES
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4
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DESTRUCTION
OR DAMAGE TO PREMISES
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5
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DEFAULT
BY TENANT - LANDLORD’S REMEDIES
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5
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ASSIGNMENT
AND SUBLETTING
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6
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CONDEMNATION
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6
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INSPECTION
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7
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SUBORDINATION
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7
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INDEMNITY;
INSURANCE
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7
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RIGHTS
CUMULATIVE
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8
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HOLDING
OVER
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8
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ENTIRE
AGREEMENT - NO WAIVER
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8
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HEADINGS
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8
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NOTICES
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8
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HEIRS,
SUCCESSORS AND ASSIGNS-PARTIES
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9
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ATTORNEY
FEES
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9
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TIME
OF ESSENCE
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9
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SECURITY
DEPOSIT
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9
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COMPLETION
OF THE PREMISES
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9
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PARKING
ARRANGEMENTS
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9
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RULES
AND REGULATIONS
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10
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RIGHT
TO RELOCATE
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10
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LATE
PAYMENTS
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10
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ESTOPPEL
CERTIFICATE
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10
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SEVERABILITY
AND INTERPRETATION
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10
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MULTIPLE
TENANTS
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10
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FORCE
MAJEURE
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10
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QUIET
ENJOYMENT
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10
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BROKERAGE
COMMISSION
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10
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LIMITATION
OF LIABILITY
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11
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ORIGINAL
INSTRUMENT
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11
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FLORIDA
LAW
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11
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NO
RECORDATION OF LEASE
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11
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TELECOMMUNICATIONS
SERVICE PROVIDERS
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11
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HAZARDOUS
MATERIALS
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11
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AIR
QUALITY
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11
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RADON
GAS
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11
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WAIVER
OF JURY TRIAL
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12
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COMPLIANCE
WITH THE AMERICANS WITH DISABILITIES ACT
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12
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LEASE
BINDING UPON DELIVERY; NO OPTION
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12
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LANDLORD’S
LIEN
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12
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GUARANTY
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12
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RIGHT
OF FIRST OFFER FOR ADDITIONAL SPACE
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12
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RELOCATION
EXPENSES
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12
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EXHIBIT
“A” - FLOOR PLAN
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EXHIBIT
“B” - COMPLETION OF THE PREMISES
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EXHIBIT
“C” - COMMENCEMENT DATE AGREEMENT AND ACCEPTANCE OF PREMISES
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EXHIBIT
“D” - RULES AND REGULATIONS
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EXHIBIT
“E” - DESCRIPTION OF THE PROPERTY
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EXHIBIT
“F” - SCHEDULE OF BASE RENT
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EXHIBIT
“G” - OPTION TO RENEW
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LEASE
AGREEMENT
FOR
OFFICE FACILITIES
THIS
LEASE (the “Lease”),
made
as
of November 23, 2005, by and between CNL PLAZA II, LTD., a Florida limited
partnership (herein
called “Landlord”), having its address as c/o 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000, and CNL HOSPITALITY CORP, a
Florida
corporation (herein called “Tenant”), whose address is 000 Xxxxx Xxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000.
WITNESSETH:
PREMISES
1. Landlord
hereby leases to Tenant and Tenant hereby rents and leases from Landlord the
following described space, herein called “Premises”:
Tenant’s
Rentable Area: Agreed
to
be by Landlord and Tenant, for purposes of this Lease, 40,776 rentable square
feet, which includes
Tenant’s share of common area facilities of the Building (including pedestrian
bridges, pedestrian
tunnels
and loading docks which serve the Building).
Floor: 6
&
7 Suite:
700 located at:
Building: CNL
Center Tower II (herein called “Building”)
Total
Building Rentable Area: 274,946
rentable square feet, which includes common area facilities of the
Building
Property: All
that
tract or parcel of land in Orange County, Florida, more particularly described
on Exhibit “E” attached hereto and by this reference incorporated
herein
Address: 000
Xxxxx
Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
The
Premises are more particularly shown on the floor plans attached hereto as
Exhibit “A” and made a part hereof. The Premises shall include the appurtenant
right to the use, in common with others, of lobbies, entrances, stairs,
corridors, elevators, bridges, tunnels and other public portions of the
Building. All the windows and outside walls of the Premises, and any space
in
the Premises used for shafts,
pipes, conduits, ducts, electric or other utilities, sinks or other Building
facilities, and the use thereof and access thereto through the
Premises
for the purposes of operation, maintenance and repairs, are reserved to
Landlord. Neither Landlord nor Landlord’s agents have made any representations,
warranties or promises with respect to the physical condition of the Building,
the Property, or the Premises,
or any matter or thing affecting or related to the Premises except as expressly
set forth in this Lease. The estimates of Rentable
Area set
forth above with respect to the Premises and the Building, respectively, may
be
revised, at Landlord’s election, if Landlord’s architect determines such
estimates to be inaccurate after the examination of the final drawings of the
Premises and the Building. If it is determined that the Rentable Area of the
Building or the Premises is different from that set forth above, then the
Rentable Area of the Building or the Premises, as applicable, shall be adjusted
upward or downward accordingly, and Base Rent and any construction allowances
shall also be adjusted accordingly. If such remeasurement shall not be
undertaken on or before the Commencement Date, as
herein
defined, then the Rentable Area calculations set forth above shall be
conclusively binding upon Landlord and Tenant, and neither Landlord nor Tenant
shall have any further right to remeasure the Premises or the Building after
such date.
TERM
2. A. Landlord
shall construct or install in the Premises the improvements to be constructed
or
installed by Landlord pursuant to the provisions of Exhibit “B” attached hereto
and made a part hereof, if any. The term of this Lease (herein called “Lease
Term”) shall commence
(the date of such commencement being herein called the “Commencement Date’) on
the later of: (i) March 1, 2006, or (ii) the date
on
which Landlord’s architect supervising construction of such improvements shall
certify in writing to Landlord and Tenant that such improvements
have been substantially completed, provided, however, if Landlord shall be
delayed in substantially completing said work for
any of
the reasons set forth in Paragraph 5 of Exhibit “B”, then the Commencement Date
shall be accelerated by the number of days of such
delay. For purposes hereof, the Premises shall be deemed substantially completed
when all areas can be safely occupied and only
punchlist work remains to be performed, and a Certificate of Occupancy has
been
issued for the Building and the Premises by the appropriate
regulatory agencies. However, if Tenant is responsible for the construction
of
the Premises and the obtaining of a Certificate of
Occupancy for the Premises, Tenant shall promptly apply for such Certificate
of
Occupancy and proceed with due diligence until such Certificate
of Occupancy is obtained. Unless sooner terminated as herein provided, the
Lease
Term shall expire ten (10) years after the
Commencement Date.
B. If
Landlord, for any reason whatsoever, cannot deliver possession of the Premises
(with the improvements to be installed or constructed pursuant to Exhibit “B”
substantially complete) to Tenant at the Commencement Date, this Lease shall
not
be void or voidable,
nor
shall Landlord be liable to Tenant for any loss or damage resulting therefrom,
but in that event, provided the delay is not due to
any of
the reasons set forth in Paragraph 5 of Exhibit “B” attached hereto, Rent (as
that term is hereinafter defined) shall be waived for
the
period between the Commencement Date and the time when Landlord can deliver
possession (herein called the “Delayed Commencement Date”). A delay in delivery
of possession shall extend the Lease Term a like amount of time.
C. Within
a
reasonable time of the Premises being ready for occupancy by Tenant, Landlord
shall furnish to Tenant a Commencement Date Agreement in the form attached
as
Exhibit “C” and made a part hereof, said Agreement setting forth the specific
Commencement Date (and the Delayed Commencement Date, if appropriate) for this
Lease as hereinabove determined. Tenant shall execute the “Acknowledgment by
Tenant” attached to the Commencement Date Agreement and immediately return a
signed copy to Landlord.
D. For
purposes of this Lease the term “Rent Commencement Date” shall mean the
Commencement Date, unless there is to be a waiver of Rent until the Delayed
Commencement Date pursuant to Paragraph 2.B. above, in which event it shall
mean
the Delayed Commencement Date. As of the Rent Commencement Date, Tenant takes
and accepts from Landlord the Premises upon the terms and conditions herein
contained, in its then condition, Tenant agreeing that such condition is suited
for the uses intended by Tenant. This Lease shall be effective and enforceable
as between the parties hereof upon its execution and delivery, regardless of
whether such execution and delivery occurs on, prior to or after the
Commencement Date.
BASE
RENT
3. Based
upon the Premises containing 40,776 rentable square feet, Tenant shall pay
to
Landlord the sum of One Million One Hundred Thirty One Thousand Five Hundred
Thirty Four and No/100 Dollars ($1,131,534.00), subject to adjustment as set
forth in Paragraph 4 hereof, in respect of each year of the Lease Term as Base
Rent for the Premises (such amount being $94,294.50 per month),
commencing on the Rent Commencement Date and continuing on the first day of
each
and every calendar month thereafter during
the Lease Term. Such amounts shall be appropriately modified if the size of
the
Premises is changed as provided herein. If either the
Lease
Term or Base Rent commences on a day other than the first day of a calendar
month or ends on a day other than the last day of
a
calendar month, then the Base Rent for the fractional month shall be
appropriately prorated. “Rent” (which term shall include Base Rent
as
defined in Paragraphs 3 and 4 hereof and Additional Rent as described in
Paragraph 5 hereof and elsewhere) shall be paid to Landlord,
without deduction or offset, in lawful money of the United States of America
at
000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx,
00000,
or to such other person or at such other place as Landlord may from time to
time
designate in writing.
Tenant
agrees to pay the Florida Sales Tax or any other applicable taxes on all Rent
(whether Base Rent, rental escalation, reimbursement of expenses or otherwise)
payable hereunder.
It
is
further understood and agreed that Tenant’s payments of Additional Rent shall
not be deemed payments of Base Rent as that term
is
construed relative to governmental wage and price controls or analogous
governmental actions affecting the amount of rental which
Landlord may charge Tenant. In no event shall any such controls or actions
result in reduction of the Base Rent or Additional Rent.
INCREASES
IN BASE RENT
4. Tenant’s
Base Rent shall increase from time to time during the Lease Term as set forth
in
Exhibit “F” attached hereto and made a part hereof. Exhibit “F” is based upon
the Premises
containing 40,776 rentable square feet, but all numbers on such Exhibit shall
be
appropriately modified if the size of the Premises is changed as provided
herein.
REIMBURSEMENT
FOR INCREASES IN OPERATING EXPENSES AND TAXES
5. A. The
Base
Rent provided for herein is based, in part, upon Landlord’s estimate
of
“Operating Costs,” as hereinafter defined, of repairing, maintaining, and
operating the Building and Property during each calendar year of the
Term.
The
“Initial Operating Costs” are stipulated to be the actual Operating Costs per
square foot for calendar year 2006 multiplied by the number of square feet
in
the Total Building Rentable Area.
B. The
term
“Operating Costs” shall mean all operating expenses of the Property and Building
which shall be computed on the accrual basis and which shall include all
expenses, costs, and disbursements of every kind and nature, which Landlord
shall pay or become obligated to pay because of or in connection with the
ownership and operation of the Property, including, but not limited to, the
following:
(i) Wages
and
salaries of all employees engaged in the operation and maintenance of the
Property and Building, including taxes, insurance and benefits relating
thereto;
(ii) All
supplies and materials used in the operating and maintenance of the Property
and
Building;
(iii) Cost
of
water, sewage, power, heating, lighting, air conditioning, chilled water,
ventilating, and other utilities furnished in connection with the operation
of
the Building;
(iv) Cost
of
all service agreements and maintenance for the Property and Building and the
equipment therein, including, but not limited to, security services, alarm
services, window cleaning, janitorial service, HVAC maintenance,
elevator maintenance, and grounds maintenance; provided, however, that special
security or alarm
services
for a specific tenant’s needs (such as a bank) shall not be included in
Operating Costs;
(v) Cost
of
all insurance relating to the Property and Building including without limitation
the cost of casualty and liability insurance applicable to the Property and
Building and Landlord’s personal property located on the Property or in the
Building and used in connection therewith;
(vi) All
taxes
(ad valorem and otherwise), assessments, and governmental charges whether
Federal, State, County, or Municipal and whether by taxing districts or
authorities presently taxing the Property and Building or by others,
subsequently created or otherwise, and any other taxes (other than Federal
and
State income taxes) and assessments attributable to the Property and Building
or
its operation;
(vii) Cost
of
repairs and general maintenance of the interior common areas and exterior of
the
Property and Building (including glass breakage), circular drive and other
drives, and landscaping;
(viii) A
reasonable management fee for general operation and management of the Property
and Building; and
(ix) A
reasonable amortization cost due to any capital expenditures incurred to reduce
or limit operating expenses of the Property and Building, or which may be
required by governmental authority pursuant to requirements created after the
date of this Lease, or by Landlord’s insurance carrier.
For
purposes of this Paragraph 5.B, the term “Building” shall include pedestrian
bridges, pedestrian tunnels and loading docks which serve the
Building.
Expressly
excluded from the definition of the term “Operating Costs” are:
| (i) |
Replacement
of capital investment items (excepting those expenditures referred
to
above);
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| (ii) |
Landlord’s
home office expense;
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(iii) Leasing
commissions;
(iv) Specific
costs billed to and paid by specific tenants or other third
parties;
(v) Depreciation;
(vi) Principal,
interest, and other costs directly related to financing the
Building;
(vii) The
cost
of any repairs or general maintenance paid by the proceeds of insurance policies
carried by Landlord on the Property and Building; and
(viii) Any
expenses or costs incurred by Landlord which were created by Landlord’s own
negligence or own misconduct, including any costs for which Landlord is required
to indemnify Tenant pursuant to Paragraph 15 below.
C. The
term
“Tenant’s Share” shall mean the proportion that Tenant’s Rentable Area bears to
Total Building Rentable Area.
D. On
or
about January 1 of each calendar year after the calendar year in which this
Lease commences (“Initial Calendar Year”) (or as soon thereafter as practical),
Landlord shall provide Tenant with a comparison of the Initial Operating Costs
and the projected Operating Costs (the “Projected Operating Costs”) for such
current calendar year, and Tenant shall thereafter pay, as “Additional Rent”,
Tenant’s Share of any projected increase in Landlord’s Projected Operating Costs
for operating the Property and Building that exceeds the Initial Operating
Costs; same being payable in advance on a monthly basis by way of paying 1/12th
of such projected increase during each month of such respective calendar year.
If Landlord has not furnished Tenant such comparison by January
1, Tenant shall continue to pay on the basis of the prior year’s estimate until
the month after such comparison is given. Landlord
shall,
within a period of one hundred twenty (120) days (or as soon thereafter as
practical) after the close of each such respective calendar
year following the Initial Calendar Year of occupancy provide Tenant an audited
statement of such year’s actual Operating Costs
(“Actual
Operating Costs”) compared to the Initial Operating Costs. If the Actual
Operating Costs for such year are greater than the Projected
Operating Costs for such year, Tenant shall pay Landlord, within thirty (30)
days of such statement’s receipt, Tenant’s Share of the
difference thereof. If such year’s Projected Operating Costs are greater than
the Actual Operating Costs for such year, Landlord shall credit
Tenant, within thirty (30) days of such statement issuance, Tenant’s Share of
the difference between the Projected Operating Costs
and the
Actual Operating Costs, with such credit to be applied to any rent or other
charges next due under this Lease. In the event the Building
is not fully occupied during any calendar year of the Lease Term, the Initial
Operating Costs and/or the Actual Operating Costs,
as
applicable, shall be determined as if the Building had been fully occupied
during such calendar year. Notwithstanding the foregoing, Tenant’s
share of the Actual Operating Costs for each year shall not increase by more
than five percent (5%) per year, on a cumulative
basis,
with respect only to “controllable” Operating Costs. For purposes hereof,
“controllable” Operating Costs shall include all Operating Costs (including
without limitation, management fees) except for the following costs: real estate
taxes and assessments, insurance premiums and utility costs.
E. Anything
herein to the contrary notwithstanding, in no event shall the Base Rent as
set
forth in Paragraph 3 ever be reduced.
F. Should
this Lease commence or terminate at any time other than the first day of a
calendar year the amount of Additional Rent due from Tenant shall be
proportionately adjusted based on that portion of the year that this Lease
was
in effect.
G. Tenant
shall have the right to have Landlord’s books and records pertaining to
Operating Costs for any year during the Lease Term reviewed, copied and audited
(“Tenant’s Audit”) provided that (i) such right shall not be exercised more than
once during any calendar year; (ii) if Tenant elects to conduct Tenant’s Audit,
Tenant shall provide Landlord with written notice thereof no later than thirty
(30) days following Tenant’s receipt of Landlord’s statement of Operating Costs
for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no
right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards
Landlord written notice that Tenant’s Audit will be conducted or at any time
during Tenant’s Audit, then in default under this Lease; (iv) conducting
Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s
Share of Operating Costs, as billed by Landlord, pending the outcome of such
audit; (v) Tenant’s right to conduct such audit for any calendar year shall
expire ninety (90) days following Tenant’s receipt of Landlord’s statement of
Operating Costs for such year, and if Landlord has not received written notice
of such audit within such thirty (30) day period set forth in subparagraph
(ii)
above, Tenant shall have waived its right to conduct Tenant’s Audit for such
calendar year; (vi) Tenant’s Audit shall be conducted by a Certified Public
Accountant not employed by or otherwise affiliated with Tenant, except to the
extent that such accountant has been engaged by Tenant to conduct Tenant’s
Audit; (vii) Tenant’s Audit shall be conducted at Landlord’s office where the
records of the year in question are maintained by Landlord, during Landlord’s
normal business hours; and (viii) Tenant’s Audit shall be conducted at Tenant’s
sole cost and expense. If Tenant’s Audit proves that Tenant has been overcharged
with respect to Operating Costs by more than five percent (5%), Landlord shall
pay for the reasonable cost of Tenant’s Audit.
USE
6. Tenant
shall use and occupy Premises as general business or professional offices only.
No other use is permitted hereunder unless specifically approved in writing
by
Landlord. Tenant’s use of such specific Premises shall not violate any
ordinance, law or regulation of any governmental body or the “Rules and
Regulations” of Landlord as set forth in Exhibit “D” attached hereto and made a
part hereof and any changes thereto.
TENANT’S
CARE
7. A. Tenant
will take good care of Premises and the fixtures and appurtenances therein,
and
will suffer no active or permissive waste or injury thereof, and Tenant’s
responsibilities in conjunction therewith shall include, but not be limited
to,
the cleaning of window coverings, the shampooing of the carpeting located in
the
Premises, as well as the regular painting and repair of the Premises so as
to
maintain the Premises in a first-class condition. All such repair work,
maintenance and any alterations permitted by Landlord shall be done at Tenant’s
expense by Landlord’s employees or, with Landlord’s express written consent,
such consent not to be unreasonably withheld, by persons requested by Tenant
and
authorized in writing by Landlord. Tenant shall, at Tenant’s expense, but under
the direction of Landlord and performed by Landlord’s employees, or with
Landlord’s express written consent, by persons requested by Tenant
and authorized in writing by Landlord, promptly repair any injury or damage
to
Premises or Building caused by misuse or neglect
thereof
by Tenant, or by persons permitted on Premises by Tenant, or by Tenant moving
in
or out of Premises.
B. Tenant
will not, without Landlord’s written consent, make alterations, additions or
improvements in or about the Premises and will not do anything to or on the
Premises which will increase the rate of fire insurance on the Building. All
alterations, additions or improvements
of a permanent nature made or installed by Tenant to the Premises shall become
the property of Landlord at expiration of this
Lease, but Landlord reserves the right to require Tenant to remove any
unapproved improvements or additions made to the Premises by
Tenant
and to repair and restore Premises to their condition prior to such alteration,
addition or improvement. Tenant further agrees to
do so
prior to the expiration of the Lease Term.
C. No
later
than the last day of the Lease Term, Tenant will remove all Tenant’s personal
property and repair all injury done by or in connection with installation or
removal of said property and surrender Premises (together with all keys to
Premises and/or the Building and access cards to the facility) in as good a
condition as they were at the beginning of the Lease Term, reasonable wear
excepted.
All property of Tenant remaining on Premises after expiration of the Lease
Term
shall be deemed conclusively abandoned and
may be
removed by Landlord, and Tenant shall reimburse Landlord for the cost of
removing the same, subject however, to Landlord’s right
to
require Tenant to remove any improvements or additions made to Premises by
Tenant pursuant to the preceding Sub-Paragraph
B;
provided, however, that Tenant’s obligation to remove any improvements or pay
for the cost of any removal shall be limited to unapproved improvements and
approved improvements which are not reasonably useful to a subsequent
tenant.
D. In
doing
any work related to the installation of Tenant’s furnishings, fixtures, or
equipment that must be attached to the floors,
ceilings or walls, or that require installation of electrical wires or cable
within walls in the Premises, Tenant will use only contractors
or
workmen approved by Landlord in writing. Landlord may condition its approval
upon its receipt of acceptable lien waivers from such contractors or workmen.
Tenant shall promptly remove any lien for material or labor claimed against
Premises by such contractors or workmen if such claim should arise, and hereby
agrees to indemnify and hold Landlord harmless from and against any and all
costs, expenses or liabilities (including attorneys’ fees and related fees and
costs) incurred by Landlord as a result of such liens.
E. Tenant
shall not place nor maintain any food or drink coin operated vending machines
within Premises or Building without the written consent of Landlord, such
consent not to be unreasonably withheld. Such consent shall not preclude
Landlord from charging Tenant for utility costs therefor.
F. Tenant
agrees that all personal property brought into the Premises by Tenant, its
employees, licensees and invitees shall be at the sole risk of Tenant; and
Landlord shall not be liable for theft thereof or of money deposited therein
or
for any damages thereto, such theft or damage being the sole responsibility
of
Tenant.
G. Tenant
shall obtain Landlord’s consent, such consent not to be unreasonably withheld,
as to the location or relocation within the Premises of any heavy objects or
furnishings such as file cabinets, vending machines, etc., as not to cause
damage to the Building.
SERVICES
8. A. Provided
Tenant is not in default under this Lease, Landlord shall furnish the following
services at its expense:
(i) Elevator
service for passenger and delivery needs.
(ii) Subject
to government regulations, air conditioning and heat at temperature levels
similar to other first class office buildings in the Orlando area but consistent
with all Federal and local energy conservation regulations.
(iii) Running
water for all restrooms and lavatories and other areas requiring running water
as specified in the approved plans, or subsequent improvements approved by
Landlord.
(iv) Restrooms,
including the furnishing of soap, paper towels, and toilet tissue.
(v) Janitorial
service, similar to that provided in comparable buildings, including sanitizing,
dusting, cleaning, mopping, vacuuming, and trash removal, each Monday through
Friday plus floor waxing and polishing, window washing, and venetian blind
cleaning as determined by Landlord.
(vi) Electric
power, for small desk-top type machines or hand held devices, such as
typewriters, adding machines, recording machines, desktop computers and
accessories, normally used in business offices. Tenant acknowledges that certain
computer equipment beyond that which is considered normal in an average business
office may require additional electric power and Tenant may be charged
additionally for such usage.
(vii) Electric
lighting, suitable for normal office work at desk height except in corridors,
common areas, parking facilities or storage areas, and including the replacement
of Building Standard lamps and ballasts as needed.
(viii) Repairs
and maintenance, for maintaining in good order at all times the exterior walls,
windows, doors, and
roof
of the Building, public corridors, stairs, elevators, storage rooms, restrooms,
the heating, ventilating and air
conditioning systems, electrical and plumbing systems of the Building, and
the
walks, paving and landscaping surrounding the Building. Tenant shall be
responsible for damage other than normal wear and tear to the Premises when
caused by Tenant’s usage and occupancy of Premises.
(ix) Grounds
care, including the sweeping of walks and parking areas and the maintenance
of
landscaping in an attractive manner.
(x) Fire
and
extended coverage insurance to protect Landlord’s interest in the
Building.
(xi) General
management, including supervision, inspections and management
functions.
(xii) Maintenance
of building security system typical of first-class office buildings in the
Orlando area.
B. The
services provided for in Paragraph 8.A. herein, and the amount of Rent
prescribed herein are predicated on and are in anticipation of certain usage
of
the Premises by Tenant as follows:
(i) Services
shall be provided for the Building during normal business hours established
in
other first class office buildings in the Orlando area and initially shall
be:
from 7:00 A.M. to 7:00 P.M. on Mondays through Fridays, and from 7:00 A.M.
to
2:00 P.M. on Saturday, except for national holidays as defined in the Rules
and
Regulations.
(ii) Air
conditioning design is based upon:
(a) sustained
outside temperatures being no higher than 00X Xxxxxxxxxx and no lower than
40E
Fahrenheit,
(b) sustained
occupancy of the Premises by no more than one person per 100 square feet of
floor area, and
(c) heat
generated by a connected load not to exceed 6 xxxxx per square foot of floor
area. For purposes here, “connected load” includes all the electrical
consumption within the Premises whether by lighting, hard-wired fixtures or
plug-in equipment (including all desk top machines, hand held devices,
computers, calculators and other similar business equipment) whether owned
by
Landlord or Tenant.
C. If
Tenant
uses services in an amount or for a period in excess of that provided for
herein, then Landlord reserves the right to charge Tenant, as Additional Rent,
a
reasonable sum as reimbursement for the direct cost of such added services,
and
Landlord reserves
the right to install separate metering devices for the purpose of determining
such excessive periods and/or amounts at Tenant’s
expense.
In the event of disagreement as to the reasonableness of such additional charge,
the opinion of the appropriate local utility company
or an independent professional engineering firm shall prevail. The initial
charge for after hours air conditioning shall be $25 per
hour per
floor. If Landlord reduces such services, and such reduction selected by
Landlord is reasonable, Tenant shall have no claim against
Landlord for such reduction. No reduction in services by Landlord shall result
in a reduction of air conditioning and heating to the Premises,
nor shall any such reduction prevent Tenant from having air conditioning and
heating to the Premises at any hour requested by
Tenant
as provided herein.
D. Landlord
shall not be liable for any damages directly or indirectly resulting from the
installation, use, malfunction, or interruption of use of any equipment in
connection with the furnishing of services referred to herein, and particularly
any interruption in services by any cause beyond the immediate control of the
Landlord; but Landlord shall exercise due care in furnishing adequate and
uninterrupted services. Without limitation on the foregoing, under no
circumstances shall landlord incur liability for damages caused directly or
indirectly by any malfunction of a computer system or systems within the
Building resulting from or arising out of the failure or malfunction of any
electrical, air-conditioning or other system serving the Building.
Notwithstanding the foregoing, if air conditioning or heating
services to the Building are interrupted for more than three (3) consecutive
days, rent shall be abated commencing with the fourth
day
until such time as such services are restored to the Building. Interruption
of
air conditioning or heating services to the Building following a casualty shall
be covered by the terms of Paragraph 9 below.
E. The
utility company presently selected by Landlord to provide electricity service
for the Building is Orlando Utilities Commission (the “Electric Service
Provider”). If permitted by law, Landlord shall have the right at any time and
from time to time during the Lease Term to either contract for service from
a
different company or companies providing electricity service (each such company
being referred to as an “Alternate Service Provider”) or continue to contract
for service from the Electric Service Provider. Tenant shall cooperate with
Landlord, the Electric Service Provider and any Alternate Service Provider
at
all times, and, as reasonably necessary, shall allow Landlord, Electric Service
Provider, and any Alternate Service Provider reasonable access to the Building’s
electric lines, feeders, risers, wiring and any other machinery within the
Premises.
DESTRUCTION
OR DAMAGE TO PREMISES
9. A. If
the
Premises or the Building are totally destroyed (or so substantially
damaged
as to be untenantable in the reasonable determination
by the Landlord) by storm, fire, earthquake, or other casualty, Rent shall
xxxxx
from the date of such damage or destruction
and
Landlord shall have the option to
(i) cancel
this Lease as of the date of the occurrence of the fire or other casualty by
giving written notice to the Tenant within sixty (60) days from the date of
such
damage or destruction, or
(ii) commence
the restoration of the Premises within ninety (90) days from the date of the
casualty.
In
the
event the Landlord fails to complete such restoration of the Premises to a
tenantable condition within one hundred eighty (180) days after the date of
the
casualty, this Lease may be terminated as of the date of such casualty upon
written notice from either party to the
other
given not more than ten (10) days following the expiration of said one hundred
eighty (180) day period. In the event such notice
is not
given, then this Lease shall remain in force and effect and Rent shall commence
upon delivery of the Premises to Tenant in a tenantable condition. In the event
such damage or destruction occurs within six (6) months of the expiration of
the
Lease Term, Tenant may,
at
its option on written notice to Landlord within thirty (30) days of such
destruction or damage, terminate this Lease as of the date of
such
destruction or damage.
B. If
the
Premises are damaged but not rendered wholly untenantable by any of the events
set forth in Sub-Paragraph A above,
Rent shall xxxxx in such proportion as the Premises have been damaged and
Landlord shall restore the Premises as speedily as
practicable, whereupon full Rent shall commence.
C. In
no
event shall Rent xxxxx if the damage or destruction of the Premises, whether
total or partial, is the result of the negligence of Tenant, its agents,
employees, guests or invitees.
DEFAULT
BY TENANT - LANDLORD’S REMEDIES
10. A.
The
occurrence of any of the following shall constitute an event of default
hereunder by Tenant:
(i) The
Rent
payable under the Lease (including any Additional Rent) or any other sum of
money due hereunder is not paid when due;
(ii) The
Premises are deserted, vacated, or not used as regularly or consistently as
would normally be expected for similar premises put to the same or similar
purposes as set forth in Paragraph 6 above, unless any such vacancy is approved
by Landlord, even though the Tenant continues to pay the stipulated Rent, and
Tenant does not cure such default within thirty (30) days after notice from
Landlord to Tenant;
(iii) 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 sixty
(60)
days after the date of such filing;
(iv) [Intentionally
Deleted]
(v) Tenant
fails to remove any lien filed against the Premises or the Building by reason
of
Tenant’s actions within fifteen (15) days after any such filing;
(vi) Tenant
shall make an assignment for benefit of creditors;
(vii) A
receiver is appointed for any of Tenant’s assets and such appointment is not
rescinded within sixty (60) days after such appointment; or
(viii) 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 persists in such
failure after thirty (30) days notice by Landlord requiring that Tenant remedy,
correct, desist
or
comply (or if any such breach would reasonably require more than thirty (30)
days to rectify, unless Tenant
commences rectification within the thirty (30) day notice period and thereafter
promptly and effectively and continuously proceeds with the rectification of
the
breach and, in all such events, cures such breach no later than sixty (60)
days
after such notice).
B. Upon
the
occurrence of an event of default, provided Tenant does not cure said default
within the period of time allowed for cure as set forth above, if any, 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:
(i) Terminate
this Lease, in which event Tenant shall immediately surrender the 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 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 Premises, or through decrease in Rent, or otherwise; and/or
(ii) Declare
the entire amount of Rent (including Additional Rent) calculated on the
then-current rate being paid
by
Tenant, and other sums which would become due and payable during the remainder
of the Lease Term, all
of which
shall be discounted to its present value at the then prime rate of interest
reported in The
Wall Street Journal,
to be
due and payable immediately, in which event, Tenant agrees to the
same
at once, together with all Rent (including Additional Rent) therefore due,
at
Landlord’s address as provided herein; provided, however, 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 Lease
Term. Upon making such payment, Tenant shall receive from Landlord all rents
received by Landlord from other tenants on account of the Premises during the
Lease Term, 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
pursuant to the preceding sentence, less all costs, expenses and attorneys’ fees
of Landlord incurred in connection with the termination of this Lease, eviction
of Tenant and reletting of the Premises. 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
(iii) Enter
the
Premises as the agent of Tenant, without being liable to prosecution of any
claim for damages therefor, and relet the Premises as the agent 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 entitled to any surplus so arising. Tenant shall reimburse Landlord
for all costs of reletting the Premises including but not limited to advertising
expenses and commissions; and/or
(iv) As
agent
of Tenant, do whatever Tenant is obligated to do by the provisions of this
Lease
and may enter the
Premises, by force if necessary, 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 expenses which Landlord may incur in thus effecting compliance
with this Lease on behalf of Tenant, and 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.
C. Pursuit
by Landlord of any of the foregoing remedies shall not preclude the pursuit
of
general or special damages incurred, or of any of the other remedies herein
provided or any other remedies provided by law.
D. No
act or
thing done by Landlord or Landlord’s agents during the Lease Term shall be
deemed an acceptance of a surrender of the Premises, and no agreement to accept
a surrender of the 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 or any of the
Rules and Regulations
now hereafter adopted 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. In case it should
be
necessary or proper for Landlord to bring any action under this Lease, or to
consult, 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.
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. Landlord may elect
to
accept less than the full amount then due from Tenant hereunder; however, no
payment by Tenant or receipt by Landlord of such lesser amount shall be deemed
to be other than a payment on account, and no restrictive endorsement or
statement on any check or payment shall be deemed to alter the express
provisions of this Lease, nor constitute an accord and satisfaction. Landlord
may accept less than the full amount then due from Tenant without prejudice
to
Landlord’s right to recover the balance of the full amount then due, or to
pursue any other remedies then available to Landlord under this Lease or
applicable law. In all events, including but not limited to Landlord’s
acceptance of a partial payment from Tenant, any payment accepted by Landlord
from Tenant shall be applied first to retire the oldest receivables due from
Tenant hereunder, then to any current rental or other payment then due
hereunder, and the balance, if any, will be applied to any rental or other
payment which will become due from Tenant hereunder. In the event of any default
by Tenant under the terms and provisions of this Lease, Landlord, in addition
to
but not in lieu of or in limitation of, any other right or remedy provided
to
Landlord under the terms of this Lease or otherwise, shall have the right to
be
immediately repaid
by
Tenant the amount of all sums expended by Landlord and not repaid by Tenant
in
connection with preparing or improving the
Premises
to Tenant’s specifications and any and all costs and expenses incurred in
renovating or altering space to make it suitable for reletting.
ASSIGNMENT
AND SUBLETTING
11. Tenant
shall not sublet any part of the Premises, nor assign this Lease or any interest
herein, without prior written consent of Landlord,
which consent shall not be unreasonably withheld; provided, however, 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, or (iii) elect to cancel this Lease. In the event of
Landlord’s election to cancel, Tenant shall have ten (10) days from receipt of
such notice in which to notify Landlord of Tenant’s acceptance of such
cancellation or Tenant’s desire to remain in possession of Premises under the
terms and conditions and for the remainder
of the Lease Term. In the event Tenant fails to so notify Landlord of Tenant’s
election to accept termination or to continue as Tenant
hereunder, such failure shall be deemed an election to terminate and such
termination shall be effective as of the end of the ten
(10) day
period provided for in Landlord’s notice as hereinabove provided. 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 canceled 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 cancellation,
assignment or subletting in an amount not to exceed One Thousand Dollars
($1,000.00).
Notwithstanding
the foregoing, Tenant shall have the right to assign this Lease or sublet the
Premises to any parent, subsidiary or affiliate of Tenant, or any entity under
common management or control with Tenant (or any parent, subsidiary or affiliate
thereof), or to any entity into which Tenant is merged; provided (i) Tenant
shall give Landlord prior written notice of such assignment or sublease, and
(ii) Tenant shall remain liable under this Lease.
CONDEMNATION
12. If
all or
any part of the Premises are taken by virtue of eminent domain or conveyed
or
leased in lieu of such taking, this Lease shall
expire on the date when title or right of possession shall vest, and any Rent
paid for any period beyond said date shall be repaid to Tenant;
provided however, in no event shall a partial taking of less than twenty percent
(20%) of the Premises give rise to an option on Tenant’s
part to terminate. In the event of a partial taking where this Lease is not
terminated the Rent shall be adjusted in proportion to the
square feet taken. Tenant shall not be entitled to any part of the award or
any
payment in lieu thereof and expressly waives any right
to make
any claim which would reduce the award otherwise payable to
Landlord.
Landlord
shall have the option of terminating this Lease in the event any such
condemnation or deed-in-lieu thereof makes continuation of its ownership of
the
Building economically unfeasible.
INSPECTION
13. Landlord
shall retain duplicate keys to all doors of the Premises. Tenant shall not
change the locks on any entrance to the Premises.
Upon Tenant’s written request to Landlord, Landlord will make a reasonable
change of locks on behalf of Tenant at Tenant’s sole
cost
and expense. Landlord and its agents, employees and independent contractors
shall have the right to enter the Premises at all times
in
the event of an emergency, and at reasonable hours to make repairs, additions,
alterations, and improvements that are required by
this
Lease or are otherwise performed with Tenant’s prior written consent; to exhibit
the Premises to prospective purchasers, lenders or
tenants, but Landlord may enter to exhibit the Premises to prospective tenants
only during the last twelve (12) months of the Term or following
any event of default for as long as such event of default remains uncured;
and
to inspect the Premises to ascertain that Tenant
is
complying with all of its covenants and obligations hereunder. Landlord shall
also have the right to enter the Premises at reasonable hours to install,
maintain, repair and replace pipes, wires, cables, duct work, conduit and
utility lines through hung ceiling space and column space within the Premises.
Landlord agrees to use reasonable efforts to minimize any interference with
Tenant’s business caused
by
such entry. Landlord shall, except in case of emergency, afford Tenant such
prior notification of an entry into the Premises as shall
be
reasonably practicable under the circumstances, for the purpose of exhibiting
the Premises to a prospective purchaser or tenant.
During
such time as such work is being carried on in or about the Premises, payments
provided herein shall not xxxxx and Tenant waives any claim or cause of action
against Landlord for damages by reason of interruption of Tenant’s business or
loss of profits therefrom because of the prosecution of any such work or any
part thereof. Notwithstanding the foregoing, in the event that any such
work
by
Landlord shall disrupt Tenant’s business within the Premises to the extent that
Tenant is unable to operate within the Premises for
more
than three (3) consecutive days, rent shall be abated commencing on the fourth
(4th)
consecutive day and continuing thereafter
until
such time as the work is completed such that Tenant is once again able to
conduct business within the Premises.
SUBORDINATION
14. This
Lease shall be subject and subordinate to any underlying land leases and/or
mortgage(s) which may now or hereafter affect this Lease or the real property
(“Property”) of which Premises form a part, and also to all renewals,
modifications, extensions, consolidations,
and replacements of such underlying
land
leases and such mortgage(s). In confirmation of the subordination set forth
in this
Xxxxxxxxx 00, Xxxxxx shall, at Landlord’s request, execute and deliver such
further instruments as may be desired by any holder of a mortgage(s)
(“Mortgagee”) or by any lessor under any such underlying land leases, including
but not limited to estoppels, subordination,
nondisturbance and similar agreements, in form and content satisfactory to
such
Mortgagee or lessor. Tenant’s agreement to subordinate this Lease to any
mortgage which affects the Property shall be contingent upon Tenant receiving
a
non-disturbance agreement from such Mortgagee, including the currently existing
Mortgagee, in a form acceptable to Tenant and such Mortgagee.
If
any
Mortgagee elects to have this Lease superior to its mortgage and signifies
its
election in the instrument creating its lien or by separate recorded instrument,
then this Lease shall be superior to such mortgage.
In
the
event any proceedings are brought for the foreclosure of, or in the event of
exercise of the power of sale, or deed in lieu of foreclosure, under any
mortgage, Tenant shall at the option of purchaser attorn to the purchaser of
Property and recognize such person as the Landlord under this Lease. Tenant
agrees that the institution of any suit, action or other proceeding by Mortgagee
or a sale of the Property, pursuant to the powers granted to Mortgagee under
its
mortgage, shall not, by operation of law or otherwise, result in the
cancellation or the termination of this Lease or of the obligations of the
Tenant hereunder.
In
the
event that purchaser requests and accepts such attornment, from and after the
time of such attornment, Tenant shall have the same remedies against purchaser
for the breach of an agreement contained in this Lease that Tenant might have
had against Landlord if the mortgage had not been terminated, except that
purchaser shall not be (i) liable for any act or omission of Landlord, (ii)
subject to any offsets or defenses which Tenant might have against Landlord,
or
(iii) bound by any Rent, percentage rent, or Additional Rent which Tenant might
have paid more than thirty (30) days in advance to Landlord.
INDEMNITY;
INSURANCE
15. A.
To
the
full extent permitted by law, Tenant hereby releases and waives all claims
against Landlord, Mortgagee, Landlord’s
Property Manager and their respective agent and employees for injury or damage
to person, property or business sustained in
or
about the Property, the Building or the Premises by Tenant, its agents, invitees
or employees, except where such injury, expense,
damage,
liability or claim results from the gross negligence, willful misconduct or
criminal acts of Landlord, its agents or employees, or from a breach of any
provision of this Lease by Landlord.
B. Tenant
hereby agrees to indemnify, protect, defend and hold harmless Landlord,
Mortgagee, Landlord’s Property manager
and their respective agents and employees from and against any injury, expense,
damage, liability, demand, cost or claim, of every
kind and nature (including reasonable attorney’s fees and court costs at all
levels including bankruptcy), imposed on Landlord by any
person whomsoever, whether due to Tenant’s occupancy or use of the Premises,
damage to the Premises, claims for injuries to the
person
or property of any other tenant of the Building or of any other person in or
about the Building for any purpose whatsoever, or administrative
or criminal action by a governmental authority, where such injury, expense,
damage, liability or claim results either directly or
indirectly from the act, omission, negligence, misconduct or breach of any
provision of this Lease by Tenant, the agents, servants, or employees
of Tenant, or any other person entering upon the Premises under express or
implied invitation or consent of Tenant. Tenant
further
agrees to reimburse Landlord for any costs or expenses, including court costs
and reasonable attorney’s fees, which Landlord may
incur
in investigating, handling or litigating any such claim or any action by a
governmental authority. Tenant’s obligations hereunder
shall
survive the expiration or earlier termination of the Lease Term with respect
to
any occurrences before the effective date of such expiration or termination.
Landlord hereby agrees to indemnify, protect and hold harmless Tenant and its
agents and employees from and
against any injury, expense, damage, liability, demand, cost or claim or every
kind and nature (including reasonable attorney’s fees and
court
costs at all levels including bankruptcy) imposed on Tenant by any person
whomsoever where such injury, expense, damage, liability
or claim results form the negligence or willful misconduct of Landlord or its
agents, servants or employees. Landlord’s obligations hereunder
shall survive the expiration or earlier termination of the Lease Term with
respect to any occurrence before the effective date of
such
expiration or termination.
C. Tenant
agrees to report immediately in writing to Landlord any defective condition
in
or about the Premises known to Tenant.
D. (i) Tenant
shall carry (at its sole expense and during the Lease term) (a) the equivalent
of ISO Special form Property Insurance insuring Tenant’s interest in its
improvements to the Premises and any and all furniture, equipment, supplies
and
other property owned, leased, held or possessed by it and contained therein,
such insurance coverage to be in an amount equal to the full replacement cost
of
such improvements and property, as such may increase from time to time, less
a
commercially reasonable deductible, not to exceed TWENTY-FIVE THOUSAND DOLLARS
($25,000.00), (b) such other property insurance against such other perils
and in such amounts as Landlord may from time to time reasonably require upon
not less than ninety (90) days’ prior written notice, such
requirement to be made on the basis that the required insurance is customary
at
the time for prudent tenants of properties similar to the
Premises and such insurance shall include extra expense coverage and Business
interruption coverage in an amount sufficient to cover the Rent and other sums
payable under this Lease for a period of twelve (12) months commencing with
the
date of loss, and (c) Worker’s Compensation insurance as required by applicable
law, and Employer’s liability insurance with minimum limits of at least
$500,000.00/$500,000.00/$500,000.00. Landlord shall be named as loss payee
with
respect to its interest in alterations, additions or improvements.
(ii) Tenant
shall also procure and maintain throughout the Lease Term a policy or policies
of Commercial General Liability Insurance,
in form acceptable to Landlord, insuring Tenant, with Landlord and any other
person designated by Landlord being named as additional
insureds, against any and all liability for injury to or death of a person
or
persons and for damage to property occasioned by or arising
out of any construction work being done on the Premises, or arising out of
the
condition, use, or occupancy of the Premises, or in
any way
occasioned by or arising out of the activities of Tenant, its agents, employees,
guests, or licensees on the Premises, or other portions of the Building or
Property, the limits of such policy or policies to be in amounts not less than
ONE MILLION DOLLARS ($1,000,000) per occurrence or with respect to injuries
to
or death of any one person, with a General Aggregate limit per location of
at
least ONE MILLION DOLLARS ($1,000,000) and Umbrella Liability coverage of at
least THREE MILLION DOLLARS ($3,000,000), or such
other amounts as Landlord may reasonably require upon not less than six (6)
month’s prior written notice. Such insurance shall be
on an
occurrence basis with respect to the business carried on in or from the Premises
and Tenant’s use and occupancy of the Premises. Tenant further agrees that such
insurance shall contain fire and extended coverage legal liability
insurance.
(iii) Landlord
shall obtain and keep in force during the Lease Term an insurance policy or
policies of all-risk fire, extended coverage, theft, vandalism, malicious
mischief and other casualty, covering loss or damages to the Building and the
Property. Landlord shall also obtain and keep in force during the Lease Term
such other insurance in such amounts and with such policy provisions as it
shall
deem necessary or appropriate, including without limitation, commercial general
liability insurance pertaining to the Building and the
Property, and bodily injuries, death and property damage arising or occurring
therein, and worker’s compensation insurance for the employees of Landlord.
Landlord shall require all contractors engaged by it to perform work on the
Premises to also carry worker’s compensation insurance. Tenant shall reimburse
Landlord for any increase in the cost of any of Landlord’s insurance pertaining
to the Building
or the Property if said increase is caused by or results from Tenant’s use or
occupancy of the Premises, the breach of this Lease
by
Tenant, or the acts,
omissions or negligence of Tenant, its employees, officers, agents, licensees,
invitees, concessionaires, assignees, subtenants, contractors or subcontractors.
Landlord shall hold harmless and indemnify and defend Tenant from all claims,
investigations and suits with respect to any alleged or actual violation or
state or federal labor laws, including employment practices, of Landlord, and
with respect thereto Landlord shall be responsible for the payment of all
settlements, judgments, damages, liquidated damages, penalties, forfeitures,
back pay awards, court costs, litigation expenses and attorneys’
fees.
(iv) Landlord
and Tenant shall each have included in all policies of insurance respectively
obtained by them with respect to
the
Building and/or Premises a waiver by the insurer of all right of subrogation
against the other in connection with any loss or damage thereby
insured against. To the full extent permitted by law, Landlord and Tenant each
waives all right of recovery against the other for,
and
agrees to release the other from liability for, loss or damage to the extent
such loss or damage is covered by valid and collectible insurance exclusive
of
any deductible(s) in effect at the time of such loss or damage; provided,
however, that the foregoing release by each
party is conditioned upon the other party’s carrying insurance with the above
described waiver of subrogation, and if such coverage is
not
obtained or maintained by either party, then the other party’s foregoing release
shall be deemed to be rescinded until such waiver is
either
obtained or reinstated.
(v) All
said
insurance policies shall be carried with companies licensed to do business
in
the State of Florida reasonably satisfactory to Landlord and shall be
non-cancelable except after thirty (30) days’ written notice to Landlord and ten
(10) days written notice for non-payment of premium. Such policies or duly
executed certificates of insurance with respect thereto shall be delivered
to
Landlord
prior to the date that Tenant takes possession of the Premises and renewals
thereof as required shall be delivered to Landlord
at least
thirty (30) days prior to the expiration of each respective policy
term.
RIGHTS
CUMULATIVE
16. The
rights given to Landlord herein are in addition to any rights that may be given
to Landlord by any statute or under law.
HOLDING
OVER
17. If
Tenant
remains in possession after expiration of the Lease Term hereof, with Landlord’s
acquiescence and without any distinct agreement between the parties, unless
otherwise agreed to in writing before the expiration date 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. Additionally, Tenant shall be liable to Landlord
for
all of Landlord’s consequential damages resulting directly
or indirectly from Tenant’s failure to surrender the Premises to Landlord in
accordance with this Lease. 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.
ENTIRE
AGREEMENT - NO WAIVER
18. This
Lease contains the entire agreement of the parties hereto and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein, shall be of any force and effect. The failure
of either party to insist in any instance
on strict performance of any covenant or condition hereof, or to exercise any
option herein contained, shall not be construed as
a waiver
of such covenant, condition or option in any other instance. This Lease cannot
be changed or terminated orally.
HEADINGS
19. The
headings in this Lease are included for convenience only and shall not be taken
into consideration in any construction or interpretation of this Lease or any
of
its provisions.
NOTICES
20. Any
notices which may be permitted or required hereunder shall be in writing and
shall be deemed to have been duly given as of the date and time the same are
personally delivered, transmitted electronically (i.e., telecopier device)
or
within three (3) days after depositing with the United States Postal Service,
postage prepaid by registered or certified mail, return receipt requested,
or
within one (1)
day
after depositing with Federal Express or other overnight delivery service from
which a receipt may be obtained, and addressed as
follows:
To
Landlord at the following address:
c/o
CNL
Realty & Development Corp.
000
Xxxxx
Xxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxx 00000
Telephone:
(000) 000-0000
Telecopy:
(000) 000-0000
Attn:
Xxxxx Xxxxxxxx
To
Tenant
at the following address:
CNL
Hospitality Corp.
000
Xxxxx
Xxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxx,
Xxxxxxx 00000
Attn:
Xxx
Xxxxxxxxx
Telephone:
(000) 000-0000
Telecopy:
(000) 000-0000
or
at
such other address as either party hereto shall from time to time designate
to
the other party by notice in writing as herein provided.
Tenant
hereby appoints as its agent to receive service of all dispossessory or
distraint proceedings, the person deemed by Landlord to be in charge of Premises
at the time of service.
HEIRS,
SUCCESSORS AND ASSIGNS-PARTIES
21. A.
The
provisions of this Lease shall bind and inure to the benefit of the Landlord
and
Tenant, and their respective successors,
heirs, legal representatives and assigns; it being understood that the term
“Landlord” as used in this Lease, means only the owner
(or
the ground lessee) for the time being of the Property and Building of which
Premises are a part, so that in the event of any sale
or sales
of said Property (or of any lease thereof), the Landlord named herein shall
be
and hereby is entirely freed and relieved of all covenants and obligations
of
Landlord hereunder accruing thereafter, and it shall be deemed without further
agreement that the purchaser, or the lessee, as the case may be, has assumed
and
agreed to carry out any and all covenants and obligations of Landlord
hereunder
during the period such party has possession of the land and Building. Should
the
Property and the entire Building be severed
as to
ownership by sale and/or lease, then the owner of the entire Building or lessee
of the entire Building that has the right to lease space in the Building to
tenants shall be deemed the “Landlord.” Tenant shall be bound to any such
succeeding third party landlord for performance
by Tenant of all the terms, covenants, and conditions of this Lease and agrees
to execute any attornment agreement not in
conflict
with the terms and provisions of this Lease at the request of any such
succeeding Landlord.
B. The
parties “Landlord”, ‘Tenant”, and “Agent” and pronouns relating thereto, as used
herein, shall include male, female, singular and plural, corporation,
partnership or individual, as may fit the particular parties.
ATTORNEY
FEES
22. In
the
event of any dispute hereunder or of any action to interpret or enforce this
Lease, any provision hereof or any matter arising here from, 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, whether suit be brought or not and whether in
any
settlement, in any declaratory action, in any bankruptcy action, at pre-trial,
at trial or on appeal.
TIME
OF ESSENCE
23. Time
is
of the essence of this Lease.
SECURITY
DEPOSIT
24. [Intentionally
Deleted]
COMPLETION
OF THE PREMISES
25. Landlord
shall
supervise completion of the work described in Exhibit “B” attached hereto and by
this reference made a part hereof
subject to payments which may be required of Tenant thereunder. Any work
required by Tenant as provided for in said Exhibit “B”
shall be
performed within the provisions of said Exhibit “B”.
PARKING
ARRANGEMENTS
26. During
the Initial Term of this Lease, Landlord shall make available for Tenant’s use
up to three (3) parking spaces for each 1,000
rentable square feet in the Premises, in the parking facility near the Property
which is controlled by Landlord. Of such spaces, up to
ten
percent (10%) may be reserved and ninety percent (90%) unreserved. Up to twenty
percent (20%) of the total spaces, all of which shall
be
unreserved, shall be at no charge to Tenant. The other unreserved spaces shall
be at a charge of $90 per space per month, plus sales
tax, and the reserved spaces shall be at a charge of $125 per space per month,
plus sales tax. Landlord may increase such rates
at any
time to reflect the then market conditions. The reserved and unreserved parking
spaces allocated to Tenant hereunder shall be the total spaces available for
use
by Tenant and its employees, visitors and invitees. Landlord reserves the right
to substitute comparable, alternative parking near the Property for the parking
garage which originally services the Building, and Tenant agrees that the
parking spaces described herein shall be moved to such comparable, alternative
parking when required by Landlord. Tenant shall not at any time park or permit
the parking of Tenant’s vehicles, or the vehicles of others, adjacent to loading
areas so as to interfere in any
way
with the use of such areas. Tenant shall not park or permit to be parked any
inoperative or abandoned vehicles or equipment on
any
portion of the parking or loading areas. If any abandoned vehicles are
discovered by Landlord to exist anywhere in the Project, Landlord
shall have the right to remove same from the Project in accordance with
applicable law. Tenant shall have access to its parking
spaces
24 hours per day.
Landlord
may also provide, at Landlord’s sole discretion, unassigned visitor parking in
the parking facility on a pay basis at such rates and upon such conditions
as
Landlord or Landlord’s agent shall establish from time to time for Tenant’s
visitors, invitees, guests, and employees.
RULES
AND REGULATIONS
27. The
rules
and regulations set forth on Exhibit “D” attached hereto are hereby made a part
of this Lease. Landlord may from time
to
time amend, modify, delete or add new and additional reasonable rules and
regulations for the use, safety, cleanliness and care of
the
Premises and the Building. Such new or modified rules and regulations shall
be
effective upon notice thereof to Tenant from Landlord. All such rules shall
be
applied in a non-discriminatory manner. Tenant
will
cause its employees and agents, or any others permitted by Tenant to occupy
or
enter the Premises, to at all times abide by the rules and regulations set
forth
on Exhibit “D”, or as subsequently modified by Landlord. In the event of any
breach of any rules and regulations set forth on Exhibit “D” or any amendments
or additions thereto, Landlord shall have all remedies in this Lease provided
for in the event of default by Tenant and shall, in addition, have
any
remedies available at law or in equity, including, but not limited to, the
right
to enjoin any breach of such rules and regulations.
Landlord
shall not be responsible to Tenant for the non-observance by any other tenant
or
person of any such rules and regulations.
RIGHT
TO RELOCATE
28. [Intentionally
Deleted]
LATE
PAYMENTS
29. Payments
of Rent and amortized tenant improvement costs, if any, received after the
fifth
calendar day of the month may be assessed
an additional five percent (5%) charge as a late payment penalty and shall
bear
interest at the lesser of eighteen percent (18%)
per
annum or the maximum non-usurious rate of interest permitted by applicable
law
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.
This
provision does not prevent Landlord from declaring the non-payment of Rent
when
due an event of default hereunder.
ESTOPPEL
CERTIFICATE
30. Within
ten (10) days after the Occupancy Date, at any other time and from time to
time,
Tenant, on or before the date specified in
a
request therefor made by Landlord, which date shall not be earlier than ten
(10)
days from the making of such request, shall execute,
acknowledge and deliver to Landlord and/or any holder of a mortgage on the
Building an Estoppel Certificate in recordable form as Landlord may from time
to
time require, evidencing whether or not (i) this Lease is in full force and
effect, (ii) this Lease has been amended
in any way, (iii) Tenant has accepted and is occupying the Premises, (iv) there
are any existing defaults on the part of Landlord
hereunder or defenses or offsets against the enforcement of this Lease to the
knowledge of Tenant and specifying the nature of such defaults defenses or
offsets, if any, (v) the date to which Rent, and other amounts due hereunder,
if
any, have been paid, and (vi) any such other information as may be reasonably
required by Landlord. Each certificate delivered pursuant to this Paragraph
may
be relied on
by any
prospective purchaser or transferee of Landlord’s interest hereunder or of any
part of Landlord’s property or by any mortgagee, grantee
or holder of Landlord’s interest hereunder or of any part of Landlord’s property
under a Mortgage or by an assignee of any such
grantee.
SEVERABILITY
AND INTERPRETATION
31. A.
If any
clause or provision of the Lease shall be deemed illegal, invalid or
unenforceable under present or future laws effective during the Lease Term,
then
and in that event, the 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.
B. 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.
MULTIPLE
TENANTS
32. If
more
than one individual or entity comprises and constitutes Tenant, then all
individuals and entities comprising Tenant are and shall each be jointly and
severally liable for the due and proper performance of Tenant’s duties and
obligations arising under or in connection with this Lease.
FORCE
MAJEURE
33. Landlord
shall be excused for the period of any delay and shall not be deemed in default
with respect to the performance of any of
the
terms, covenants, and conditions of this Lease, including the completion of
the
Building and the Premises, when prevented from so
doing by
a cause or causes beyond the Landlord’s control, which shall include, without
limitation, all labor disputes, governmental regulations or controls, fire
or
other casualty, inability to obtain any material or services, acts of God,
or
any other cause not within the reasonable control of the Landlord.
QUIET
ENJOYMENT
34. Landlord
shall warrant and defend Tenant in the quiet enjoyment and possession of the
Premises during the term of this Lease subject, however, to the terms of this
Lease.
BROKERAGE
COMMISSION
35. CNL
Realty & Development Corp. (“Broker”) has represented Landlord in this
transaction, and no broker has represented Tenant in this transaction. Broker
will be compensated by Landlord by separate agreement. Landlord and Tenant
(each
of which is an “Indemnifying Party” hereunder) represent to each other that they
have dealt with no broker, agent or finder in connection with this transaction
other than Broker. Each Indemnifying Party hereby indemnifies the other party
and agrees to hold such other party harmless
from and
against any and all claims, causes, demands, losses, liabilities, fees,
commissions, settlements, judgments, damages, expenses and fees (including
attorneys’ fees and court costs) in connection with any claim or commission,
fees, compensation or other charge relating in any way to this agreement, or
to
the consummation of the transactions contemplated hereunder, which may be
made
by any
person, firm or entity, other than Broker, based upon any agreement made or
alleged to have been made by such Indemnifying Party
or
its agent or representative, or the conduct or the alleged conduct of such
Indemnifying Party or its agent or representative. The
provisions of this paragraph shall survive termination or expiration of the
Lease.
LIMITATION
OF LIABILITY
36. Without
limitation of any other provision of this Lease, this Lease is being executed
by
and on behalf of Landlord. Neither Landlord nor any present or future officer,
director, employee, trustee, or agent of Landlord shall have any personal
liability, directly or indirectly,
and recourse shall not be had against Landlord or any such officer, director,
employee, trustee, or agent, under or in connection
with
this Lease or any other document or instrument heretofore or hereafter executed
in connection with same. Tenant hereby waives and releases any and all such
personal liability and recourse. Tenant and its successors and assigns and
all
other persons claiming by, through or under Tenant shall look solely to
Landlord’s interest in the Building of which the Premises is a part with respect
to any claim against Landlord arising under or in connection with this Lease.
The limitations of liability provided herein are in addition to, and not in
limitation of, any limitations of liability otherwise set forth herein or
applicable to Landlord by law or in any other contract, agreement or
instrument.
ORIGINAL
INSTRUMENT
37. For
the
convenience of the parties hereto, any number of counterparts hereof may be
executed, and each such counterpart shall be deemed to be an original
instrument.
FLORIDA
LAW
38. This
Lease has been made under and shall be construed and interpreted under and
in
accordance with the laws of the State of Florida.
NO
RECORDATION OF LEASE
39. Without
the prior written consent of Landlord, neither this Lease nor any memorandum
hereof shall be recorded or placed on public
record by or on behalf of Tenant. Without limitation on any other of Landlord’s
rights hereunder, in the event Tenant breaches this
covenant, Tenant hereby irrevocably grants a Power of Attorney to Landlord
as
Tenant’s agent for the purpose of canceling from public record any copy of this
Lease, any memorandum hereof or any reference hereto. Tenant agrees that the
Power of Attorney granted herein is coupled with an interest, is not revocable
and shall survive the death or other incapacity of Tenant.
TELECOMMUNICATIONS
SERVICE PROVIDERS
40. Tenant
expressly understands and agrees that Landlord reserves the right to grant
or
deny access (to the Building or any portion
thereof, including without limitation, the Premises) to any telecommunications
service provider whatsoever, provided that Landlord
shall
not unreasonably deny such access, and that Tenant shall have no right to demand
or attempt to require Landlord to grant any access
to any
such telecommunications service provider. Tenant acknowledges and agrees that,
in the event any such telecommunications service provider desires access to
the
Building to serve any or all tenants thereof, such access shall be prescribed
and
governed by the terms and provisions of Landlord’s standard Telecommunications
License Agreement, which must be executed and
delivered to Landlord by such telecommunications service provider before it
is
allowed any access whatsoever to the Building.
HAZARDOUS
MATERIALS
41. Tenant
shall not (either with or without negligence) cause or permit the escape,
disposal or release of any biologically or chemically
active or other hazardous substances or materials. Tenant shall not allow the
storage or use of such substances or materials in
any
manner not sanctioned by law or by the highest standards prevailing in the
industry for the storage and use of such substances or materials,
nor allow to be brought into the Building, the Premises or the Property, any
such materials or substances except to use in the
ordinary
course of Tenant’s business, and then only after written notice is given to
Landlord of the identity of such substances or materials. Landlord acknowledges
that Tenant’s use of normal office products and cleaning materials shall not
violate this provision. Without limitation, hazardous substances and materials
shall include those described in the Comprehensive Environmental Response,
Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Resource Conservation and Recovery Act, as amended,
42 U.S.C. Section 6901 et seq., any applicable state or local laws and the
regulations adopted under these acts. If any lender
or
governmental agency shall ever require testing to ascertain whether or not
there
has been any release of hazardous materials, then the
reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand
as additional charges if such requirement applies
to the
Premises. In addition, Tenant shall execute affidavits, representations and
the
like from time to time at Landlord’s request concerning Tenant’s best knowledge
and belief regarding the presence of hazardous substances or materials on the
Premises. In all events,
Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease
from any release of hazardous materials on the
Premises
occurring while Tenant is in possession, or elsewhere if caused by Tenant or
persons acting under Tenant. The within covenants shall survive the expiration
or earlier termination of the Lease Term.
AIR
QUALITY
42. Tenant
shall not in any way or manner adversely affect the air quality now existing
in
the Premises or the Building and no activity or use by Tenant of the Premises
shall adversely affect such air quality or be in violation of any applicable
law, statute, ordinances, regulation or code.
RADON
GAS
43. Pursuant
to F.S. 404.056 (8), Tenant is hereby notified that radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed
to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon testing
may be obtained from your county public health unit.
WAIVER
OF JURY TRIAL
44. Landlord
and Tenant waive trial by jury in
any
action, proceeding or counterclaim brought by either of them against the other
on all matters arising out of this Lease or the use and occupancy of the
Premises.
COMPLIANCE
WITH THE AMERICANS WITH DISABILITIES ACT
45. Landlord
acknowledges the existence of the Americans with Disabilities Act (the “ADA”)
and will endeavor to meet the requirements
of the ADA with regard to the Common Areas of the Building. Tenant hereby
consents to any and all actions to be taken by
Landlord
in order to comply with the provisions of the ADA. Additionally, Tenant hereby
agrees to take any and all actions necessary in order to cause the Premises
to
comply with the ADA. Tenant hereby agrees to indemnify and hold Landlord
harmless from and against any
and
all loss, damages, costs, or expenses, incurred by Landlord as a result of
Tenant’s failure to comply with the terms and provisions
of the
ADA insofar as the Premises are concerned. Any costs incurred or fines imposed
with respect to the ADA as they relate to the Building
as it was originally constructed or as it is modified in areas outside the
Premises shall not be the responsibility of Tenant and will
not be
included in Operating Costs as defined in paragraph 5.B.
LEASE
BINDING UPON DELIVERY; NO OPTION
46. Submission
of this Lease for examination does not constitute an option to lease or
reservation of space for the Premises. This Lease
shall be effective only when executed by both parties and received by Landlord.
If this Lease has been submitted to Tenant in form already
signed by Landlord, it evidences only Landlord’s offer to enter into this Lease
on the exact terms provided as delivered, which offer may
be
revoked at any time, in Landlord’s sole discretion, and which may additionally
expire at any certain time established by Landlord in
writing.
LANDLORD’S
LIEN
47. [Intentionally
Deleted]
GUARANTY
48. [Intentionally
Deleted]
RIGHT
OF FIRST OFFER FOR ADDITIONAL SPACE
49. Landlord
hereby grants Tenant a right of first offer to lease (i) all remaining space
on
the sixth (6th)
or
seventh (7th)
floor
of the Building
which is not already part of the Premises (the “Partial Floor”) and (ii) all
space on any floor which is adjacent to the Premises, but only
if
Tenant has already leased the balance of the Partial Floor (or other tenants
have leased the balance of the Partial Floor and there is
no
further space on such floor).
RELOCATION
EXPENSES
50. Landlord
shall reimburse Tenant for its reasonable costs of relocating to the Premises
pursuant to that certain separate agreement between Landlord and Tenant
concerning the same. Such costs shall include, without limitation, payments
to
moving companies, costs of announcements, and costs of printing new letterhead
and business cards.
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and
year first above written.
|
Signed,
sealed and delivered in the presence of:
|
Tenant:
|
|
/s/
Xxxxx X.
Xxxxxxxxx
Witness
|
CNL
HOSPITALITY CORP.
a
Florida corporation
|
|
/s/
Xxxxx
Xxxx
Witness
|
By:/s/
Xxxx X.
Xxxxxxx
Print
Name: Xxxx
X. Xxxxxxx
Title:
VP
of Human Resources
Date:
11/23/05
|
|
[Corporate
Seal]
|
|
|
Landlord:
|
|
|
Signed,
seal and
delivered
in the presence of:
|
CNL
PLAZA II, LTD.,
a
Florida limited partnership
By: CNL
Plaza II Corp., a Florida corporation, General Partner
|
|
/s/
Xxxxx X.
Xxxxxxxxx
Witness
Witness
|
By:/s/
Xxxxxx X.
Xxxxxx
Print
Name:
Xxxxxx X. Xxxxxx
Title:
President
Date:
11/23/05
|
EXHIBIT
“A”
FLOOR
PLAN
EXHIBIT
"A"
FLOOR
PLAN (continued)
EXHIBIT
“A”FLOOR
PLAN (CONTINUED)
EXHIBIT
“B”
WORK
AGREEMENT FOR
COMPLETION
OF THE PREMISES
FOR
OCCUPANCY BY THE TENANT
GENERAL
|
1.
|
(a)
|
Tenant
shall select the Space Plan and Building Standard Specifications
for
Completion of the Premises for occupancy by Tenant, subject to Landlord’s
approval.
|
|
(b)
|
Working
Drawings and Specifications for Completion of the Premises as determined
by Tenant and approved by Landlord shall
be prepared by Landlord and approved by Tenant in accordance with
Clause 4
hereof before work is commenced.
|
|
(c)
|
All
work involved in the Completion of the Premises shall be carried
out by
Landlord’s contractor in accordance with the Working
Drawings and Specifications and under the supervision of Landlord.
Landlord shall receive a five percent (5%)
Supervisory Fee for such
supervision.
|
|
(d)
|
Tenant
hereby appoints Xxxxx Xxxxxx to act for Tenant in all matters covered
by
this Exhibit “B”.
|
|
(e)
|
In
this Exhibit “B”:
|
|
(i)
|
“Completion
of the Premises” means the supplying, installation and finishing of
partitions, doors and hardware, ceilings, HVAC, plumbing, lights
and
switches, electrical outlets, data outlets, telephone outlets,
flooring, window coverings, all finishes, counters, shelves or other
built-ins, fixtures and any
other furniture, fixtures or facilities attached to and forming part
of
the Premises.
|
|
(ii)
|
“Building
Standard” means with respect to any item, the specifications and current
allowances as specified in Clause 2 hereof or as established from
time to
time by Landlord as standard for the
Building.
|
|
(iii)
|
“Tenant
Improvement Allowance” means the total funds to be contributed by Landlord
for the completion of the Premises, as designated in Clause 7 of
this
Exhibit.
|
|
(iv)
|
“Landlord’s
Architect” means that Architect or designer appointed (in-house and/or
outside hire) from time to time by Landlord to provide design services,
including Space Planning, Engineering, Working Drawings and
Specifications.
|
|
(v)
|
“Landlord’s
Contractor” means the General Contractor appointed from time to time by
Landlord to carry out work in Completion of the Premises and any
alterations, repairs and maintenance in the
Building.
|
|
(vi)
|
“Space
Plan” means the graphic presentation of the Premises indicating partitions
and doors.
|
|
(vii)
|
“Engineering”
means the plans for mechanical, electrical, plumbing and/or fire
protection for completion of the
Premises.
|
|
(viii)
|
“Working
Drawings and Specifications” means the Plans and Specifications for
Building Standard and nonstandard finishes for Completion of the
Premises
including architectural, mechanical and electrical working
drawings.
|
|
(ix)
|
“Usable
Square Feet” shall be 34,920
for the purpose of this Exhibit
“B”.
|
|
(x)
|
“Supervisory
Fee” means a fee of five percent (5%) of the total job cost for
improvements to the Premises, as referenced in Clauses 1.(c), 4.(d),
and 7
of this Exhibit “B”.
|
|
(f)
|
Tenant
must comply with Building Standard specifications for the base building
to
maintain uniform quality level of materials throughout the Building
to
include any future alterations after
occupancy.
|
BUILDING
STANDARD SPECIFICATIONS
2. The
following (except as otherwise noted) is a general representation of Building
Standards. Such descriptions are intended
to represent the minimum quality required of each item, but any quantities
set
forth below are not applicable and are superseded
by the
allowance to be paid to Tenant pursuant to Clause 7 below:
|
(a)
|
Space
PIan/Working Drawings and Specifications:
|
|
(i)
|
Space
Plan:
Landlord will prepare one basic Space Plan and, prior to Tenant approval,
one major revision, if necessary, conforming to the standard work
described in this Exhibit “B” to the
Lease.
|
|
(ii)
|
Working
Drawings and Specifications:
In accordance with the Space Plan approved by Tenant and Landlord,
Working
Drawings and Specifications (including engineering services) required
for
construction
permits and Completion of the Premises will be provided. Final Working
Drawings and
Specifications are to be approved by Tenant and Landlord in writing
prior
to commencing construction.
|
|
(b)
|
Demising
Wall Partitions:
Party and public corridor partitions to underside of structure above
including sound attenuation blanket and return air transfer
duct.
|
|
(c)
|
Interior
Wall Partitioning:
Sixty-five lineal feet of gypsum wallboard and steel stud partitions
per
1,000 Usable Square Feet to underside of
ceiling.
|
|
(d)
|
Doors:
One entrance door, 3’0” x 9’0” x 1 3/4”, Building Standard for up to 3,000
Usable Square Feet; or two entrance doors over 3,000 Usable Square
Feet.
Three interior doors, 3’0” x 9’0” x 1 3/4”, Building Standard, per 1,000
Usable Square Feet.
|
|
(e)
|
Door
Frames:
Painted hollow metal, single-swing frame for each door so provided
by the
Building Standard Specifications.
|
|
(f)
|
Door
Hardware:
|
|
(i)
|
Lock
set(s):
installed on Tenant entry door(s) as provided by the Building Standard
Specifications;
|
|
(ii)
|
Latch
set:
installed on each interior door as provided by the Building Standard
Specifications.
|
|
(iii)
|
Hinges:
installed on each door as provided by the Building Standard
Specifications.
|
|
(iv)
|
Door
stop:
installed for each door as provided by Building Standard Specifications.
|
|
(g)
|
Ceiling:
Building Standard Tegular ceiling, laid into a 2’ x 2’ suspended steel
grid, continuous throughout.
|
|
(h)
|
Sprinkler
System:
The Building sprinkler grid provided (heads turned upright in base
building) has adequate sprinkler heads to meet the requirements of
National Fire Protection Association Code 13. Should Tenant’s Space Plan
require relocation and/or addition of sprinkler head(s) in order
to meet
National Fire Protection Association Code 13, the cost shall be Tenant’s
responsibility. All sprinkler heads shall be located in the center
of the
tile in which they sit.
|
|
(i)
|
Lighting:
One fixture per 00 Xxxxxx Xxxxxx Feet. Building Standard fixtures
are
either 2’ x 4’ lay-in parabolic fixtures or suspended indirect
fixtures.
|
|
(j)
|
Light
Switches:
Five wall-mounted line voltage toggle per 1,000 Usable Square
Feet.
|
|
(k)
|
Heating,
Ventilating and Air Conditioning (HVAC):
Five air supply diffusers per 1,000 Usable Square Feet including
perimeter
diffusers when part of Building design. Interior air supply diffusers
are
2’ x 2’ lay-in type. Location of thermostats to control the variable air
volume system is determined by Landlord to satisfy the needs of all
tenants within the standard comfort range for the Orlando area or
as
required by governmental or other
authorities.
|
|
(l)
|
Electrical
Outlets:
Eight wall-mounted outlets (not including electrical or special
requirements for large systems) per 1,000 Usable Square Feet connected
to
the Building’s normal power system. Telephone installation, including
electrical, special requirements for large systems and additional
conduit,
is Tenant’s responsibility. Telephone equipment and panels shall be
located within the Premises.
|
|
(m)
|
Telephone/Data
Outlets:
Five wall-mounted outlets per 1,000 Usable Square Feet. Outlet shall
include (option) plaster ring and pull string routed in walls to
ceiling
cavity or (option) metal outlet box with empty conduit with pull
string
routed in walls to ceiling cavity. Telephone installation including
outlet
device and wall plate, telephone and data cabling is Tenant’s
responsibility. Electrical or special requirements for large system
(including power, emergency power backup, UPS, localized cooling
equipment, backboards, special grounding, protection or other
requirements) including additional conduit is Tenant’s responsibility.
Telephone equipment and panels (when required) shall be located within
the
Premises.
|
|
(n)
|
Floor
Covering:
Building Standard carpet installed throughout the Premises in color(s)
available from Landlord. Tenant may request vinyl tile for storage,
lunch,
and/or electronic operation areas subject to Landlord’s
approval.
|
|
(o)
|
Paint:
Two coats of flat finish washable latex paint, finished to the underside
of the finished ceiling on the Tenant side of core, corridor and
exterior
walls, and on interior columns. Tenant may select one color per room
from
colors available from Landlord.
|
|
(p)
|
Base
(wall):
Building Standard type and color base on painted walls and
columns.
|
|
(q)
|
Window
Mullions:
Partitions abutting interior and/or exterior glass must align with
the
existing window mullions. Landlord requires that the joint between
a
partition and window mullion be
closed.
|
|
(r)
|
Window
Covering:
One set of Building Standard 1” horizontal blinds on each exterior window,
window head to window sill, in the Building Standard
color.
|
|
(s)
|
Signage:
One Building Standard tenant identification door sign per suite and
a
listing on the building directory.
|
Any
items
not specifically listed above shall be Tenant’s responsibility. Computer,
telephone and/or telecommunications cabling, furniture installation,
installation of any security system or installation of any audio/visual
equipment are specifically excluded from the Building Standard Specifications
and are entirely Tenant’s responsibility. Installation of the above are subject
to Landlord’s prior approval.
ITEMS
SUPPLIED BY TENANT
|
3.
|
(a)
|
Subject
to Landlord’s approval, Tenant may request additional interior design
services, upgrades and/or additional
leasehold improvements consisting of decoration or other amenities,
plumbing, mechanical and
electrical for pantries.
|
The
cost
of all such items in excess of, in lieu of, or in addition to any Building
Standard Specifications shall be Tenant’s responsibility. Such items could
include, but are not limited to the following:
|
(i)
|
Any
architectural, mechanical and/or electrical plans and specifications
not
included in the Building Standard Specifications such as computer,
telephone and/or telecommunications
cabling;
|
|
(ii)
|
Any
changes in the Building Standard mechanical and/or electrical systems
shall require review and approval by Landlord’s engineers. Such changes
are subject to the review and approval fee which consists of all
related
engineering fees. Changes requiring Landlord’s review and approval shall
include, without limitation, changes
to:
|
(a) Isolated
ground circuits.
(b) K-rated
transformers.
(c) Clear
power circuits.
(d) UPS/Circuits.
(e) Supplemental
HVAC.
(f) Any
other
work requiring the procurement of a low voltage permit.
|
(iii)
|
Any
interior design services such as selection of wall coverings (subject
to
Landlord’s approval), and carpet
color;
|
|
(iv)
|
Interior
design services for selection and/or acquisition of furniture, artwork,
graphic design, etc., may
be contracted with Landlord’s Architect through Landlord, or Tenant may
contract directly with its
designated Interior Designer.
|
|
(b)
|
Assistance
in finish selection will be provided by the Landlord as pertains
to the
Building Standard materials and finishes. Expressly excluded from
this
service are:
|
(i) Furniture
selection
(ii) Cabinetry
and custom furniture design
(iii) Artwork
selection
(iv) Custom
graphic design
(v) Selection
of wall covering other than paint
(vi) Finish
upgrades
Such
additional design services for items stated above, but not limited to those
above, will be invoiced to Tenant.
PREMISES
PLANS AND SPECIFICATIONS
4. The
following timeframes are based upon a standard 15,000 square foot buildout.
Landlord and Tenant recognize that larger or more specialized buildouts may
require additional time.
|
(a)
|
As
soon as practicable Tenant shall meet with Landlord to set forth
Tenant’s
requirements for the completion of a Space
Plan.
|
|
(b)
|
As
soon as practicable (however, not longer than five (5) working days
after
receipt of Tenant requirements)
after the meeting referred to in Clause 4.(a), Landlord shall submit
to
Tenant the Space
Plan for Tenant’s approval.
|
|
(c)
|
Within
ten (10) working days after receipt of the Space Plan referred to
in
Clause 4.(b), Tenant shall meet with Landlord to approve the Space
Plan,
with or without revision, and
include:
|
|
(i)
|
a
furniture and equipment layout to insure the Space Plan is
functional,
|
|
(ii)
|
equipment
specifications stating electrical requirements and heat load
information.
|
|
(iii)
|
finish
schedules for walls and carpet, and
|
|
(iv)
|
locations
for telephone/data and electrical outlets and
switches.
|
|
(d)
|
As
soon as practicable (within ten (10) working days) after the approval
referred to in Clause 4.(c), Landlord shall submit the approved Space
Plan
together with a written estimate of the cost to Tenant therefor,
if any,
including Landlord’s Supervisory Fee of five percent
(5%).
|
|
(e)
|
Within
five (5) working days after receipt of the approved Space Plan and
written
estimate of Tenant’s cost
referred to in Clause 4.(d), Tenant shall approve same in writing.
Tenant’s failure to provide written
approval shall be deemed a disapproval thereof and Landlord shall
not
proceed with final Working Drawings and
Specifications.
|
|
(f)
|
As
soon as practicable thereafter (within ten (10) working days) Landlord
will submit to Tenant Working Drawings
and Specifications for construction of the Premises in accordance
with the
approved Space
Plan and written estimate of Tenant cost. Tenant shall approve in
writing
said Working Drawings and Specifications within five (5) working
days
after receipt thereof.
|
|
(g)
|
Any
changes in the final Working Drawings and Specifications may be made
only
by written request by Tenant to Landlord and all costs incurred as
a
result of such changes (including costs of revisions to Working Drawings
and/or Specifications), shall be paid for in full by Tenant upon
billing
by Landlord.
|
COMPLETION
AND RENTAL COMMENCEMENT DATE
5. When
a
Certificate of Occupancy has been issued by the governing authority, Completion
of the Premises shall be deemed to have occurred and possession thereof deemed
delivered to Tenant for all purposes of the Lease including, without limitation,
Paragraph 2. thereof. For purposes hereof, the Premises shall be substantially
completed when all areas can be safely occupied and only
“punchlist” work remains to be performed, and a Certificate of Occupancy has
been issued for the Building and the Premises by the
appropriate regulatory agencies. However, if Tenant is responsible for the
construction of the Premises and the obtaining of a Certificate of Occupancy
for
the Premises, Tenant shall promptly apply for such Certificate of Occupancy
and
proceed with due diligence until such Certificate of Occupancy is obtained.
Landlord and Tenant understand that pursuant to Paragraph 2. of the Lease,
Tenant’s obligation to pay Rent thereunder shall not commence until Landlord has
been issued such certificate; provided, however, that if Landlord shall be
delayed in substantially completing said work as a result of:
|
(a)
|
Tenant’s
failure to furnish information so that Working Drawings and Specifications
cannot be completed by ;
or
|
|
(b)
|
Tenant’s
request for materials, finishes or installations other than Landlord’s
“Building Standards”; or
|
|
(c)
|
Tenant’s
changes in the Plans, Working Drawings and/or Specifications approved
by
Tenant after their submission to Landlord;
or
|
|
(d)
|
Tenant’s
failure to pay in full all outstanding amounts due with respect to
Completion of the Premises;
|
then
the
commencement of Rent under said Lease shall be accelerated by the number of
days
of such delay.
AMOUNTS
PAYABLE TO LANDLORD
6. Amounts
payable by Tenant to Landlord as required by Clauses 3 and 7 herein shall be
paid as follows:
|
(a)
|
A
retainer of 50% of Tenant’s estimated costs in excess of any Tenant
Improvement Allowance as set forth in Clause 7 shall be paid prior
to
start of Construction;
|
|
(b)
|
At
Landlord’s sole discretion, progress bills for Tenant’s estimated costs in
excess of any Tenant Improvement Allowance may be rendered during
the
Work;
|
|
(c)
|
At
Completion of the Premises, Landlord will submit the final xxxx which
is
due and payable upon Tenant’s acceptance of the Premises, which acceptance
will not be unreasonably delayed or denied;
and
|
|
(d)
|
Tenant
agrees to pay Landlord within thirty (30) days after being
billed.
|
LANDLORD’S
CONTRIBUTION/TENANT IMPROVEMENT ALLOWANCE
| 7. |
Landlord
will construct improvements in accordance with this Exhibit “B” of the
Lease and Tenant’s approved Working Drawings and Specifications and
approved change orders, provided however that the total cost of such
improvements for a “below
semi-finished ceiling” buildout, including costs of construction, all
architectural and engineering fees and Landlord’s Supervisory Fee,
shall not exceed an allowance totaling $1,345,608.00 which is $33.00
per
Rentable Square Foot. The total amount of the allowance
shall be appropriately modified if the size of the Premises is changed
as
provided herein. Any unused dollars from this allowance not used
for improvements to the Premises within sixty (60) days from issuance
of
Certificate of Occupancy will not be disbursed unless such
work has already been contracted for, even if it is not yet completed
and/or built. To the extent that the cost of such improvements and
fees
exceed this allowance, Tenant shall be responsible to reimburse Landlord
for such excess in addition to Landlord’s Supervisory Fee
of
five percent (5%) on the excess amount. There shall be no refund
or rebate
to Tenant for any unused portion of this improvement
allowance.
|
SCHEDULE
II TO EXHIBIT B
BASE
BUILDING DEFINITION
Landlord,
at Landlord’s sole cost and expense, shall provide Tenant with the following
minimum base building standard improvements for the initial Premises, Expansion
Space, Right of First Refusal Space, or other space leased by Tenant during
the
Lease Term or the Renewal Option periods. Upon the relevant Commencement Date,
The Base Building shall comply with all applicable governmental codes and
regulations (including but not limited to ADA and Handicap) then in effect
in
order to allow Tenant to obtain a Certificate of Occupancy (or its equivalent)
for the applicable space.
|
1.
|
Smooth
and level concrete floor (1/4” in 10’ non-cumulative) ready for
installation of Tenant’s applied floor finish carpeting and designed to
support the following loads:
|
A) Partition
Load - Twenty (20) lbs./sf
|
B)
|
Live
Load - eighty (80) lbs./sf in accordance with the current State of
Florida
Building Code. Subject to live load redistribution calculations,
core
areas and Tenant’s lease space spans maybe capable of supporting heavier
loads in and around the building core area(s) in order to accommodate
the
additional loading requirements of special areas (Library, File Room,
etc.).
|
Concrete
floor to be broom clean with holes filled and free of dirt and
debris.
|
2.
|
The
inside face perimeter walls, xxxxx and or bulkheads (non-glass surfaces)
shall be framed, drywalled, insulated, spackled, finished taped and
sanded
from slab to finished ceiling (10’-0” height) ready to accept eggshell
paint.
|
|
3.
|
All
columns, core walls, and base building partitions shall be framed,
drywalled, spackled, finished, taped and sanded from slab to finished
ceiling at 10’-0” AFF ready to accept eggshell
paint.
|
|
4.
|
Horizontal
mini blinds shall be installed at all perimeter glass and glazing.
Blinds
to be left in the up position and
bagged.
|
|
5.
|
Service
Core - Full Floor Tenant:
|
Service
Core complete with air conditioning, fire sprinklers, finished elevators,
elevator lobby (including a service elevator lobby with lights, finished walls,
ceiling, tile floors and resilient base), doors at the elevator lobbies,
stairways, ventilation shafts, electrical/telephone rooms, and mechanical
room(s).
|
6.
|
Service
Core - Multi-Tenant Floor
|
Service
Core, complete with air conditioning, fire sprinklers, life safety equipment,
finished elevators, elevator lobby (with carpet,
lights, finished walls, doors and ceiling), a service elevator lobby (with
lights, finished walls, ceiling, vinyl tile floors and
resilient base), stairways, ventilation shafts, electrical/telephone rooms,
mechanical room and any required finished exiting corridors (with carpet,
lights, finished walls, air conditioning, fire sprinklers and ceiling), and
demising partitions between tenants
and common area corridors (which shall include studs, acoustical insulation
and
drywall spackled, finished taped and
sanded
from floor to finished ceiling, ready to receive eggshell paint on Tenant’s side
only.
|
7.
|
ADA
accessible, dual level drinking fountain per floor, per
code.
|
|
8.
|
ADA
accessible washrooms (to code based on code required population density),
ventilated, air-conditioned and finished according to building standard
with ceramic floors and walls (wet walls only) (or their equivalent),
finished ceilings, vanities, cubicles, accessories, fixtures, trim
and
lighting, hot and cold running
water.
|
|
9.
|
3’-0”
x 9’-0” solid wood core with stained mahogany veneer doors, complete with
frame, trim and hardware (ADA compliant), installed on all doorways
in the
service core. Perimeter gaskets to be installed on the doors to mechanical
rooms. Hardware to be Schlage or
equal.
|
|
10.
|
Electrical
grid for 277 volt lighting installed. Layout per HKS drawing E3.03.
Illumination levels in the building public areas and lobbies shall
be
designed to comply with the lighting design guidelines as recommended
by
the Illuminating Engineering Society of North America (IESNA) “Lighting
Design Guide published in the IESNA Handbook. Lighting design shall
be
suitable and appropriate for a Class A office Building in Orlando,
Florida.
|
|
11.
|
Power
grid provided per layout HKS drawing
E2.03.
|
|
12.
|
Access
in the telephone room on each floor to conduit sleeves for cable
television services. Landlord’s obligation to provide such access shall
only apply to the extent that cable television services are available
to
the Building, and it shall be Tenant’s responsibility, at Tenant’s sole
expense, to subscribe to any such service(s) if Tenant so desires.
All
power, data, voice, and fiber cable requirements are provided to
the
“point of origin” to the Building. Point of origin or demarcation point
shall be the main telephone room on the first floor. This will include
sufficient conduit or conduit sleeves for risers to each floor. Tenant
will have the right, at no cost to Tenant, to two 4 inch Building
risers
(conduit sleeve) capacity to run conduit to bring telecommunications
services to the Premises.
|
|
13.
|
Plumbing.
Valved Point of Connection, within core on Tenant’s floor for cold water,
Point of connection for waste and vent lines within core on Tenant’s
floor.
|
|
14.
|
HVAC.
Base Building Design Conditions:
|
|
A)
|
Outdoor
Summer and Winter design conditions in accordance with the latest
(2001)
edition of ASHRAE Fundamentals Handbook, Table 1, Climatic Conditions
for
the United States 1% for cooling and 99% for
heating.
|
|
B)
|
Air
filtration of supply air shall utilize minimum 65% efficient filters
based
on ASHRAE Standard 52.1-92.
|
|
C)
|
Indoor
Summer conditions:
|
|
i)
|
75dg.F.
+/- 2dg.F. dry bulb with 55% Average Relative Humidity, based on
93 degree
F dry bulb with 76 degree F wet bulb outside air conditions per Florida
energy code.
|
|
D)
|
Indoor
Winter conditions:
|
|
i)
|
70dg.F.
+1- 2dg.F. dry bulb, based on 42 degree F outdoor
conditions.
|
|
E)
|
Base
Building HVAC system to furnish supply air through the medium pressure
Base Building air ducts, at the point at which the air enters Tenant’s
Premises, in accordance with the following
standards:
|
|
i)
|
Medium
Pressure Base Building HVAC System:
|
|
a)
|
Cold
air supply temperature - 55 +
2dg.F.
|
|
b)
|
Cold
air supply static pressure - 2” maximum + .25”
w.c.
|
|
c)
|
Hot
air supply temperature - 85 degree Fahrenheit +
2dg.F.
|
|
d)
|
Hot
air supply static pressure - 2” maximum +
.25”x.x.
|
|
xx)
|
Low
Pressure Base Building HVAC System:
|
|
a)
|
Cold
air supply temperature - 55 +
2dg.F.
|
|
b)
|
Cold
air supply static pressure - 1” + .25”
w.c.
|
|
c)
|
Hot
air supply temperature - 85 degree Fahrenheit +
2dg.F.
|
|
d)
|
Hot
air supply static pressure - 1” +
.25”w.c.
|
|
F)
|
The
temperature control system shall be a web based central digital control
(DDC) system capable of maintaining the zone set points per C and
D
above.
|
|
G)
|
The
Base Building HVAC shall deliver to the Tenant Premises supply air
pressures and temperatures per E(i) and E(ii) above Tenant’s design
criteria is as follows:
|
|
i)
|
Population
Density - 0.8/100 usf
|
|
ii)
|
Cooling
Load - 4.0 xxxxx/usf (lights, receptacles, and miscellaneous
equipment)
|
|
iii)
|
Outside
air requirements - in accordance with ASHRAE standard 62
1999.
|
|
iv)
|
Medium
pressure Main duct per HKS drawing M2.03 insulated and sized to meet
the
above stated design conditions.
|
|
v)
|
Supplemental
HVAC
|
Separate
cooling units for Equipment Room (furnished and installed by Tenant) requiring
Landlord to provide Point of Connection in core for chilled water. This water
shall be available for the Equipment Room Supplemental cooling unit and shall
be
made available to Tenant, 24 hours/day, 365 days/year from the district chilled
water supply delivered to the building by OUC.
|
15.
|
Fire
Protection, Detection and Warning. As required by the latest federal,
state, and local codes, as of the lease commencement date, including
but
not limited to the following:
|
|
A)
|
Compliance
with the latest Handicapped and ADA
requirements
|
|
B)
|
Exit
signs at core
|
|
C)
|
Fire
extinguishers and cabinets at core
|
|
D)
|
Smoke
detectors at core
|
|
E)
|
Life
Safety Speakers/strobe lights at
core
|
|
F)
|
Complete
fire sprinkler loop including temporary drops (one head per 180
usf)
|
|
G)
|
“Central
Emergency Management Center” for emergency
systems
|
|
H)
|
Fire
Alarm panel shall be configured to serve up to 125 speakers and 30
visual
devices per floor in the Tenant
space.
|
16. Electrical.
|
A)
|
Telephone
and electrical services shall be according to serving utility
requirements, including but not limited to all
substructures, backboards, switchboards, etc., for complete operating
systems. The Landlord shall pay all governmental and utility fees
as
required for completion of the Base
Building.
|
|
B)
|
Landlord
shall furnish on the floor(s) occupied by Tenant all Electrical Feeders,
K-13 rated Transformers, Distribution Panels and Branch Circuit Breaker
Panels to support the following load
requirements:
|
i) Connected
Load
|
a)
|
208V/120V
Utility Power: Approximately 5 Xxxxx/usf with the quantity of branch
circuits in the receptacle panels based on a load of 800 Xxxxx per
20
Ampere, 120 volt branch circuit.
|
|
b)
|
277V
Lighting: 3 Xxxxx/usf with the number of branch circuits conveyed
in the
lighting grid based on a load of 3000 Xxxxx per 20 Ampere, 277 volt
branch
circuit.
|
|
c)
|
HVAC:
As required by Building to support stated electrical demand
load.
|
|
d)
|
The
nameplate of the K-13 transformer shall be
112-1/2.
|
|
e)
|
Two
208/120 volt 84 circuit panels are provided on each floor for full
floor
Tenant’s use.
|
ii) Demand
Load
4.25
Xxxxx/usf for lighting, receptacles and miscellaneous tenant power loads
(excludes power for HVAC).
C) Six
(6)
4” Conduit sleeves interconnecting each floor from Base Building Telephone Room
backboard.
17. Miscellaneous.
|
A)
|
Landlord
shall not impose any fee or cost upon Tenant for preinstalled items,
systems or improvements.
|
|
B)
|
All
spaces will be designed using the ceiling plenum space as a return
air
plenum.
|
|
C)
|
Landlord,
at Landlord’s sole cost, shall furnish all temporary power and water
required during Tenant’s
construction.
|
|
D)
|
Upon
the Tenant Improvement Construction Commencement Date, Landlord shall
deliver to Tenant a completely weatherproof
premise.
|
|
E)
|
Landlord
shall deliver conditioned air to the Tenant’s Premises no later than 45
days after commencement of the Tenant Improvement
Work.
|
EXHIBIT
“C”
COMMENCEMENT
DATE AGREEMENT
AND
ACCEPTANCE
OF PREMISES
THIS
AGREEMENT made as of ___, 20__ between CNL PLAZA II, LTD. (“Landlord”), and
________________ (hereinafter referred to as “Tenant”).
WHEREAS,
Landlord and Tenant entered into a Lease dated ,
20
(hereinafter referred to as the “Lease”) for office space in the Building known
as CNL Center Tower II;
NOW,
THEREFORE, pursuant to the provisions of Paragraph 2.B. of the Lease, Landlord
hereby informs Tenant and Tenant
confirms
the following:
|
1.
|
The
Commencement Date of the Lease term is _________, 20_,
and the expiration date is 20__.
Tenant has accepted possession of the Premises on ,
20_.
|
|
2.
|
If
appropriate, the Delayed Commencement Date is _________ 20_.
|
3. Rentals
commenced to accrue at the monthly rate of $ ,
plus
applicable state sales tax, on _________, 20___
|
4.
|
A
security deposit of $__________ has been paid to Landlord or its
designated agent.
|
|
5.
|
Tenant
is in possession of, and has accepted the Premises demised by the
Lease,
and acknowledges that all the work to be performed
by Landlord in the Premises as required by the terms of the Lease
has now
been satisfactorily completed. Tenant
further certifies that all conditions of the Lease required of Landlord
as
of this date have been fulfilled and there are no defenses or off-sets
against the enforcement of the Lease by
Landlord.
|
|
Date:
|
TENANT:
By:
Title:
|
|
Attest:
Title:
|
|
|
(CORPORATE
SEAL)
|
|
|
Marketing
Representative
|
|
|
Property
Manager
|
EXHIBIT
“D”
RULES
AND REGULATIONS
The
rules
and regulations set forth in this Exhibit shall be and hereby are made a part
of
the Lease to which they are attached.
Whenever
the term “Tenant” is used in these rules and regulations, it shall be deemed to
include Tenant, its employees or agents and any other persons permitted by
Tenant to occupy or enter the Premises. The following rules and regulations
may
from time to time be modified by Landlord in the manner set forth in Section
27.
of the Lease.
OBSTRUCTION
1. The
sidewalks, entries, passages, corridors, halls, lobbies, stairways, elevators
and other common facilities of the Building shall be controlled by Landlord
and
shall not be obstructed by Tenant or used for any purposes other than ingress
or
egress to and
from
the Premises. Tenant shall not place any item in any of such locations, whether
or not any such item constitutes an obstruction,
without
the prior written consent of Landlord. Landlord shall have the right to remove
any obstruction or any such item without notice to Tenant
and at the expense of Tenant. The floors, skylights and windows that reflect
or
admit light into any place in said Building shall not
be
covered or obstructed by Tenant.
ORDINARY
BUSINESS HOURS
2. Whenever
used in the Lease or in these rules and regulations, the ordinary business
hours
of the Building shall be from 7:00 A.M. to 7:00 P.M. Monday through Friday
and
7:00 A.M. to 2:00 P.M. Saturday of each week, excluding the legal holidays
of
New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
DELIVERIES
3. Tenant
shall insure that all deliveries of supplies to the Premises shall be made
only
upon the elevator designated by Landlord
for deliveries and only during the ordinary business hours of the Building.
If
any person (including, without limitation, deliveries
of mail,
office supplies, beverages and soft drinks, catered meals and all other
deliveries of bulk items) delivering supplies to Tenant damages the elevator
or
any other part of the Building, Tenant shall pay to Landlord upon demand the
amount required to repair such damage. Prior approval must be obtained from
Landlord for any deliveries of bulky objects that must be received in the
loading docks area
after normal business hours. Hand trucks, except those equipped with rubber
tires or the like, shall not be used in any space or in
the
public halls of the Building either by Tenant or others in the delivery or
receipt of merchandise to the Premises. Use of any hand trucks, dollies and
all
such conveyances shall be restricted to freight elevators or other passageways
designated by Landlord.
MOVING
4. Movement
in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of any bulky material, merchandise or materials which requires
use of elevators or stairways, or movement through the Building entrances or
lobby shall be restricted to such hours as Landlord shall designate, and shall
not be undertaken without Landlord’s prior written consent. Tenant assumes all
risks as to damage to articles moved and injury of persons or public engaged
or
not engaged in such movement, including equipment, property and personnel of
Landlord if damaged or injured as a result of acts in connection with carrying
out this service
for Tenant; and Landlord shall not be liable for acts of any person engaged
in
connection with such service performed for Tenant. Furniture
and equipment shall be moved in or out of the Building only upon the elevator
designated by Landlord for deliveries and then only
during such hours and in such manner as may be prescribed by Landlord. Landlord
shall have the right to approve or disapprove the movers
or
moving company employed by Tenant, such approval not to be unreasonably
withheld, and Tenant shall cause such movers to
use only
the loading facilities and elevator designated by Landlord. If Tenant’s movers
damage the elevator or any other part of the Building, Tenant shall pay to
Landlord upon demand the amount required to repair such damage.
HEAVY
ARTICLES
5. No
safe
or article the weight of which may, in the reasonable opinion of Landlord,
constitute a hazard or damage to the
Building or its equipment, shall be moved into the Premises. Safes and other
heavy equipment, the weight of which will not constitute
a hazard
or damage the Building or its equipment, shall be moved into, from or about
the
Building only during such hours and in such manner
as
shall be prescribed by Landlord, and Landlord shall have the right to designate
the location of such articles in the Premises.
NUISANCE
6. Tenant
shall not do or permit anything to be done in the Premises, or bring or keep
anything therein which would in any way constitute a nuisance or waste, or
obstruct or interfere with the rights of other tenants of the Building, or
in
any way injure or annoy
them, or conflict with the laws relating to fire, or with any regulations of
the
fire department or with any insurance policy upon the
Building
or any part thereof, or conflict with any of the rules or ordinances of any
governmental authority having jurisdiction over the Building (including, by
way
of illustration and not limitation, using the Premises for sleeping, lodging
or
cooking).
BUILDING
SECURITY
7. Landlord
may restrict access to and from the Premises and the Building outside of the
ordinary business hours of the Building for reasons of Building security.
Landlord may require identification of persons entering and leaving the Building
during this period
and, for this purpose, may issue Building passes to tenants of the Building.
Landlord shall not be liable to any person (including,
without
limitation, Tenant) for excluding any person from the Building, or for admission
of any person to the Building at any time, or for damages,
loss or theft resulting therefrom. After ordinary business hours Tenants, their
employees or agents, will be required to provide
appropriate identification (picture ID - business cards are not acceptable),
sign in upon entry, and sign out upon leaving, giving the location during such
person’s stay and such person’s time of arrival and departure and shall
otherwise comply with any reasonable access control procedures Landlord may
from
time to time institute.
PASS
KEY
8. The
janitor of the Building may at all times keep a pass key to the Premises, and
he
and other agents of Landlord shall at all times be allowed admittance to the
Premises. Unless explicitly permitted by the Lease, Tenant shall not employ
any
person other than Landlord’s contractors and employees for the purpose of
cleaning and taking care of the Premises. Landlord shall not be responsible
for
any loss, theft, mysterious disappearance of or damage to any property, however
occurring.
LOCKS
AND KEYS FOR PREMISES
9. No
additional lock or locks shall be placed by Tenant on any door in the Building
and no existing lock shall be changed
unless the written consent of Landlord shall first have been obtained. A key
to
the Premises and to the toilet rooms, if locked by Landlord,
will be furnished by Landlord for each of Tenant’s employees, and Tenant shall
not have any duplicate key made. Tenant shall
be
required to pay for any extra keys needed. Landlord also shall furnish to Tenant
the appropriate number of parking/access cards for access and egress to and
from
the Building as applicable during hours outside the ordinary business hours
of
the Building. The distribution and use of such access cards by Tenant and its
employees shall be subject at all times to such additional rules as Landlord
may
promulgate from time to time. At the termination of this tenancy Tenant shall
promptly return to Landlord all keys and access cards to the Building, offices,
toilet rooms, and parking facilities. Tenant shall promptly report to Landlord
the loss or theft of any key or access card.
SIGNS
10. Signs
on
Tenant’s entrance door will be provided for Tenant by Landlord. No
advertisement, sign or other notice shall be inscribed, painted or affixed
on
any part of the outside or inside of the Building, except upon the interior
doors as permitted by Landlord,
which advertisement, signs, or other notices shall be of Building Standard
order, size and style, and at such places as shall be designated
by Landlord. In addition, Landlord shall provide in the lobby of the Building,
at Landlord’s expense, a building directory which
shall
include Tenant’s name.
USE
OF WATER FIXTURES
11. Water
closets and other water fixtures shall not be used for any purpose other than
that for which the same are intended, and any damage resulting to the same
from
misuse on the part of Tenant shall be paid for by Tenant. No person shall waste
water by tying back or wedging the faucets or in any other manner.
NO
ANIMALS, EXCESSIVE NOISE
12. No
birds
or animals (other than seeing eye dogs) shall be allowed in the offices, halls,
corridors and elevators in the Building. No person shall disturb the tenants
of
this or adjoining buildings or space by the use of any radio or musical
instrument or by the making of loud or improper noises.
BICYCLES
13. Bicycles
or other vehicles shall not be permitted anywhere inside or on the sidewalks
outside of the Building, except
in those
areas designated by Landlord for bicycle parking.
TRASH
14. Tenant
shall not allow anything to be placed on the outside of the Building, nor shall
anything be thrown by Tenant out
of
the windows or doors, or down the corridors, elevator shafts, or ventilating
ducts or shafts of the Building. All trash shall be placed
in
receptacles provided by Tenant on the Premises or in any receptacles provided
by
Landlord for the Building.
WINDOWS
AND ENTRANCE DOORS
15. Window
shades, blinds or curtains of a uniform Building Standard color and pattern
only
shall be provided for the exterior
glass of the Building to give uniform color exposure through exterior windows.
Exterior blinds shall remain in the lowered position
at all
times to provide uniform exposure from the outside. No awnings, curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with any window or door of the Premises without prior written consent of
Landlord, including approval by Landlord of the quality, type, design, color
and
manner of attachment. Tenant entrance doors should be kept closed at all times
in accordance with the fire code.
HAZARDOUS
OPERATIONS AND ITEMS
16. Tenant
shall not install or operate any steam or gas engine or boiler, or carry on
any
mechanical business in the Premises
without Landlord’s prior written consent, which consent may be withheld in
Landlord’s absolute discretion. The use of oil, gas or
inflammable liquids for heating, lighting or any other purpose is expressly
prohibited. Explosives or other articles deemed extra hazardous shall not be
brought into the Building. No flammable, combustible or toxic fluid or substance
and no explosives shall be brought into the Building. Tenant shall not cause
or
permit any gases, liquids or odors to be produced upon or emanate from the
Premises.
HOURS
FOR REPAIRS, MAINTENANCE AND ALTERATIONS
17. Any
repairs, maintenance and alterations required or permitted to be done by Tenant
under the Lease shall be done only during the ordinary business hours of the
Building unless Landlord shall have first been notified that such work will
be
done outside of
such
times. If Tenant desires to have such work done by Landlord’s employees on
Saturdays, Sundays, holidays or weekdays outside
of
ordinary business hours, Tenant shall pay the extra cost of such
labor.
NO
DEFACING OF PREMISES
18.
Except
as permitted by Landlord, Tenant shall not xxxx upon, cut, drill into, drive
nails or screws into, or in any way deface the doors, walls, ceilings, or floors
of the Premises or of the Building, nor shall any connection be made to the
electric wires or electric
fixtures without the consent in writing on each occasion of Landlord or its
agents, and any defacement, damage or injury caused
by
Tenant shall be paid for by Tenant.
LIMIT
ON EQUIPMENT
19.
Tenant
shall not, without Landlord’s prior written consent, install or operate any
computer using more than ten (10) AMPS, duplicating or other large business
machines or equipment, upon the Premises, or carry on any mechanical business
thereon. If Tenant
requires any interior wiring such as for a business machine, intercom, printing
equipment or copying equipment, such wiring shall be
done
by the electrician of the Building only at Tenant’s expense, and no outside
wiring persons shall be allowed to do work of this kind
unless
by the written consent of Landlord or its representatives, such consent not
to
be unreasonably withheld. If telegraphic or telephonic service is desired,
the
wiring for same shall be done as directed by the electrician of the Building
or
by some other employee of Landlord who may be instructed by the superintendent
of the Building to supervise same, and no boring or cutting for wiring shall
be
done unless approved by Landlord or its representatives, as stated.
SOLICITATION;
FOOD AND BEVERAGE
20.
Landlord
reserves the right to restrict, control or prohibit canvassing, soliciting
and
peddling within the Building. Tenant
shall not grant any concessions, licenses or permission for the sale or taking
of orders for food or services or merchandise in the
Premises, nor install or permit the installation or use of any machine or
equipment for dispensing goods or foods or beverages in the Building,
nor permit the preparation, serving, distribution or delivery of food or
beverages in the Premises without the approval of Landlord and
in
compliance with arrangements prescribed by Landlord. Only persons approved
in
writing by Landlord shall be permitted to serve,
distribute, or deliver food and beverages within the Building, or to use the
elevators or public areas of the Building for that purpose. Tenant shall have
the right to have catering companies and restaurants deliver food to the
Premises without the prior consent of Landlord, provided Tenant gives Landlord
an updated list of vendors which it uses. If Tenant desires to place any heavy
vending machines within its Premises, Tenant shall first consult with and
receive the approval of Landlord as to the placement of such vending
machines.
SMOKING
POLICY
21.
In
accordance with local governmental law, the Building is a “No Smoking” building,
and smoking cigarettes, cigars, pipes,
or
any other type of smoking instrument by anyone in any portion of the Building
is
strictly prohibited. As an accommodation to tenants
of the Building, Landlord may from time to time designate certain portions
of
the Property as areas where smoking is permitted
(“Smoking Areas”). Smoking is not permitted on any portion of the Property other
than Smoking Areas designated by Landlord. The designated
Smoking Areas may be relocated or eliminated entirely by Landlord at any time,
in Landlord’s sole discretion. Littering is
strictly
prohibited on all portions of the Property, including but not limited to the
Smoking Areas.
OBLIGATION
TO INFORM
22. It
is the
express obligation of the Tenant to inform, in a timely manner, each of its
employees, agents, invitees, or
guests
of the Rules and Regulations of the Building and to cause such parties to comply
therewith.
CAPTIONS
23. The
caption for each of these rules and regulations is added as a matter of
convenience only and shall be considered
of no
effect in the construction of any provision or provisions of these rules and
regulations.
EXHIBIT
“E”
LEGAL
DESCRIPTION
A
portion
of Block B, BLOCKS A AND B AT CITY COMMONS according to the plat thereof as
recorded in Plat Book 25, page 73, Public Records of Orange County, Florida,
all
being more particularly described as follows:
COMMENCE
at the Northeast corner of said Block B, said point also lying on the East
right
of way line of Xxxxx Avenue; thence South 00°37'17" East along said right of way
line to a line parallel with and 18.17 feet South of the South right of way
line
of South Street and the North line of said Block B for a Point of Beginning;
thence North 89°22'41" East along said parallel line a distance of 2.58 feet;
thence North 00°37'19" West, a distance of 8.42 feet, thence North 89°22'41"
East, a distance of 8.58 feet; thence North 00°37'19" West, a distance of 2.25
feet to a line parallel with and 7.51 feet South of the South right of way
line
of South Street and the North line of said Block B; thence North 89°22'41" East
along said parallel line a distance of 174.00 feet; thence South 00°37'19" East,
a distance of 2.25 feet; thence North 89°22'41" East, a distance of 8.25 feet;
thence South 00°37'19" East, a distance of 8.59 feet; thence North 89°22'41"
East, a distance of 12.92 feet; thence South 00°37'19" East, a distance of 64.00
feet; thence South 89°22'41" West, a distance of 2.29 feet; thence South
00°37'19" East, a distance of 8.83 feet; thence South 89°22'41" West, 8.51 feet
to a point lying on an arc of a curve concave to the Northwest; having a radius
of 30.41 feet and a central angle of 90°20'18"; thence in a Southwesterly
direction along the arc of said curve, a distance of 60.07 feet, said arc
subtended by a chord bearing Xxxxx 00x00'00" Xxxx; thence South 00°37'19" East,
a distance of 8.17 feet; thence South 89°22'41" West a distance of 8.83 feet;
thence South 00°37'19" East, a distance of 2.29 feet; thence South 89°22'41"
West, a distance of 144.00 feet; thence North 00°37'19" West, a distance of 2.00
feet; thence South 89°22'41" West, a distance of 8.83 feet; thence North
00°37'19" West, a distance of 9.00 feet; thence South 89°22'41" West, a distance
of 2.33 feet to the East right of way line of Xxxxx Avenue and the West line
of
said Block B; thence North 00°37'17" West along said East line, a distance of
104.00 feet to the Point of Beginning.
CONTAINING
24,660 SQUARE FEET, MORE OR LESS.
EXHIBIT
“F”
SCHEDULE
OF BASE RENT
|
MONTHS
|
RENT/Per
RSF
|
MONTHLY
RENT
|
ANNUAL
RENT
|
||||
|
Year
1
|
1-12
|
$27.75
|
$
94,294.50
|
$1,131,534.00
|
|||
|
Year
2
|
13-24
|
$28.31
|
$
96,197.38
|
$1,154,368.56
|
|||
|
Year
3
|
25-36
|
$28.87
|
$
98,100.26
|
$1,177,203.12
|
|||
|
Year
4
|
37-48
|
$29.45
|
$100,071.10
|
$1,200,853.20
|
|||
|
Year
5
|
49-60
|
$30.04
|
$102,075.92
|
$1,224,911.04
|
|||
|
Year
6
|
61-72
|
$30.64
|
$104,114.72
|
$1,249,376.64
|
|||
|
Year
7
|
73-84
|
$31.25
|
$106,187.50
|
$1,274,250.00
|
|||
|
Year
8
|
85-96
|
$31.88
|
$108,328.24
|
$1,299,938.88
|
|||
|
Year
9
|
97-108
|
$32.51
|
$110,468.98
|
$1,325,627.76
|
|||
|
Year
00
|
000-000
|
$33.16
|
$112,677.68
|
$1,352,132.16
|
EXHIBIT
“G”
OPTION
TO RENEW
A. Landlord
hereby grants Tenant the option to renew the term of this Lease for three (3)
additional terms of five (5)
years
each (the “Renewal Terms”), commencing as of the date immediately following the
expiration of the Lease Term or the preceding
Renewal Term, as the case may be, such options to be subject to the covenants
and conditions hereinafter set forth in
this
Exhibit.
B. Tenant
shall give Landlord written notice (the “Renewal Notice”) of Tenant’s election
to exercise its renewal options
not later than twelve (12) months prior to the expiration of the Lease Term
or
the preceding Renewal Term, as the case may
be;
provided that Tenant’s failure to give the Renewal Notice by said date, whether
due to Tenant’s oversight or failure to cure any existing defaults or otherwise,
shall render this renewal option null and void.
C. Tenant
shall not be permitted to exercise these renewal options at any time during
which Tenant is in default under this Lease, subject to applicable notice and
grace periods (if any). In the event Tenant fails to cure any default under
this
Lease
prior to the commencement of the Renewal Term(s), subject to applicable notice
and grace periods, the Renewal Term(s) shall
be
immediately cancelled, unless Landlord elects to waive such default, and Tenant
shall forthwith deliver possession of the
Premises
to Landlord as of the expiration or earlier termination of the Lease
Term.
D. Tenant
shall be deemed to have accepted the Premises in “as-is” condition as of the
commencement of the Renewal
Term(s), subject to any other repair and maintenance obligations of Landlord
under this Lease, it being understood and
agreed
that Landlord shall have no additional obligation to renovate or remodel the
Premises or any portion of the Building as a result of Tenant’s renewal of this
Lease.
E. The
covenants and conditions of this Lease in force during the original Lease Term,
as the same may be modified from time to time, shall continue to be in effect
during the Renewal Term(s), except as follows:
(1) The
“Commencement Date” for the purposes of this Lease shall be the first day of the
Renewal Term.
(2) The
“Base
Rent” for each Renewal Term shall be at market rate in the renewal year, but in
no event shall such rate be less than the Base Rent for the year immediately
preceding the first year of such Renewal Term.
(3) Following
expiration of the Renewal Term(s) as provided herein, Tenant shall have no
further right to renew or extend this Lease.
(4) The
Renewal Term(s) shall apply to all or any part of the Premises, with Tenant
to
specify which portion
of the Premises is to be included in the Renewal Term when it delivers the
Renewal Notice (provided that all space
included
in the Renewal Term must be contiguous).
F. Tenant’s
option to renew this Lease shall not be transferable by Tenant, but shall be
personal and exclusive to the original Tenant named herein.
