EXHIBIT 10.11
COMMERCIAL OFFICE LEASE
BY AND BETWEEN
ULTILAND, LTD., A FLORIDA LIMITED PARTNERSHIP
("LANDLORD")
AND
ULTIMATE SOFTWARE GROUP, INC., A DELAWARE CORPORATION
("TENANT")
COMMERCIAL OFFICE LEASE
ARTICLE I - DEMISED PREMISES
1.01 DEMISED PREMISES
1.02 USE OF ADDITIONAL AREAS
ARTICLE II - TERM
2.01 LENGTH OF TERM
2.02 COMMENCEMENT DATE
2.03 OPTION TO RENEW
ARTICLE III - RENT
3.01 PAYMENT OF RENT
3.02 FIXED MINIMUM RENT
ARTICLE IV - IMPROVEMENTS
4.01 IMPROVEMENTS BY LANDLORD
4.02 IMPROVEMENTS BY TENANT
4.03 INSTALLATION OF FIXTURES
ARTICLE V - USE BY TENANT
5.01 USE OF PREMISES
5.02 RESTRICTIONS ON USE
5.03 SIGNS
5.04 UTILITIES AND SERVICES
ARTICLE VI - MAINTENANCE AND REPAIRS
6.01 MAINTENANCE BY TENANT
6.02 REPAIRS BY TENANT
6.03 MAINTENANCE AND REPAIRS BY LANDLORD
6.04 ALTERATIONS
6.05 WAIVER OF CLAIMS
6.06 LANDLORD'S RIGHT TO INSPECT
6.07 CLEANLINESS AND WASTE
6.08 TRIPLE NET LEASE
ARTICLE VII - INSURANCE
7.01 INSURANCE BY TENANT
7.02 INDEMNITY FOR ACCIDENTS
7.03 DESTRUCTION BY FIRE OR CASUALTY
ARTICLE VIII - TAXES
8.01 REAL ESTATE TAXES
8.02 PERSONAL PROPERTY TAXES AND ASSESSMENTS
ARTICLE IX - TITLE
9.01 POSSESSION BY TENANT
9.02 SUBLEASE AND ASSIGNMENT
9.03 FINANCING
9.04 SURRENDER OF PREMISES
9.05 EMINENT DOMAIN
9.06 NONDISTURBANCE AND ATTORNMENT
ARTICLE X - DEFAULT
10.01 DEFAULT BY TENANT
10.02 LIEN OF LANDLORD FOR RENT, TAXES AND OTHER SUMS
10.03 NO LIENS CREATED BY TENANT
ARTICLE XI - ENVIRONMENTAL
11.01 COMPLIANCE WITH LAWS
11.02 STORAGE OF CONTAMINATION
11.03 NO LIENS
11.04 ENVIRONMENTAL ASSESSMENT AND REMEDIATION
11.05 NOTICE OF CONTAMINATION OR ENFORCEMENT
ARTICLE XII - MISCELLANEOUS
12.01 NOTICES
12.02 WAIVER
12.03 RELATIONSHIP OF PARTIES
12.04 GOVERNING LAW
12.05 SAVINGS CLAUSE
12.06 MARGINAL HEADINGS
12.07 COVENANT TO BIND SUCCESSORS
12.08 CREDIT REPORTS
12.09 ESTOPPEL CERTIFICATE
12.10 EXCULPATION
12.11 FORCE MAJEURE
12.12 PREVAILING PARTY
12.13 RADON GAS
12.14 ENTIRE AGREEMENT
12.15 NEGOTIATION AND EXECUTION
COMMERCIAL OFFICE LEASE
THIS LEASE, made and entered into this 31 day of December, 1998, by and
between ULTILAND, LTD., A FLORIDA LIMITED PARTNERSHIP (hereinafter referred to
as "Landlord") and ULTIMATE SOFTWARE GROUP, INC., A DELAWARE CORPORATION
(hereinafter referred to as "Tenant");
W I T N E S S E T H: THAT
In consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of the Tenant to be observed and performed,
the Landlord demises and leases to the Tenant, and Tenant takes, accepts and
rents from Landlord, the premises hereinafter described, for the period, at the
rental, and upon the terms and conditions hereinafter set forth.
ARTICLE I
DEMISED PREMISES
SECTION 1.01 - DEMISED PREMISES: The Landlord demises and leases to the
Tenant, and the Tenant rents from Landlord, that certain real property located
in Broward County, Florida and more particularly described on Exhibit "A"
attached hereto, (the "Property") together with all improvements located or to
be located thereon, including but not limited to a three-story office building
to be known as the Ultimate Software Group Building, located in Town Center
Circle, in the City of Weston, County of Broward, and State of Florida,
(hereinafter the Property and improvements thereon are referred to as the
"Demised Premises"), in its "AS IS" condition.
SECTION 1.02 - USE OF ADDITIONAL AREAS: The use of occupancy by the
Tenant of the Demised Premises shall include the use of the automobile parking
areas, driveways, pathways, entranceways, restrooms, means of ingress and
egress, loading and unloading facilities, and other facilities as may be
designated from time to time by the Landlord, subject, however, to the terms and
conditions of this agreement, and to reasonable rules and regulations for the
use thereof, as prescribed from time to time by the Landlord.
ARTICLE II
TERM
SECTION 2.01 - LENGTH OF TERM: The length of this Lease shall be for a
term of fifteen (15) years (the "Term"), or as set forth below, unless otherwise
terminated or extended as provided herein.
SECTION 2.02 - COMMENCEMENT DATE: The term of this Lease shall commence
on a date thirty (30) days after Landlord obtains a Certificate of Occupancy
(the "Commencement Date"). If the Tenant occupies the Demised Premises prior to
the Commencement Date, such early occupancy shall be subject to all terms and
conditions contained in this Lease. All property of Tenant brought upon the
Demised Premises shall be kept at Tenant's sole risk.
SECTION 2.03 - OPTION TO RENEW: Provided Lessee shall not be in default
hereunder and upon one hundred eighty (180) days' written notice prior to the
end of the Term, Lessee shall have one (1) option to renew this Lease for a term
of five (5) years ("Option Term").
ARTICLE III
RENT
SECTION 3.01 - PAYMENT OF RENT: Tenant hereby covenants
and agrees to pay rent to Landlord, which rent shall be as hereinafter provided.
The payment of said Rent shall begin on the Commencement Date. In the event the
Commencement Date occurs on a day other than the first day of a month, Tenant
shall pay rent for the fractional month on a per diem basis (calculated on the
basis of a thirty [30] day month) until the first day of the month following
such Commencement Date, and thereafter the Rent shall be paid in equal monthly
installments on the first day of each and every month in advance. Said Rent
shall be paid to the Landlord at c/o ▇▇▇▇ ▇▇▇▇▇▇, Gerschel & Company, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or at such other place as
may be designated in writing from time to time by Landlord.
SECTION 3.02 - RENT:
A. Tenant shall pay to Landlord during the first year of this Lease,
commencing on the Commencement Date (the "Initial Lease Year"), and as adjusted
pursuant to Section 3.03 of this Lease, without any prior notice or demand
therefor, and without any deduction or setoff whatsoever, a total fixed minimum
annual rental of $697,760.00 per annum, payable in equal monthly installments of
$58,146.67, plus sales tax and use tax as required by law. The parties
acknowledge that the amount of fixed minimum annual rental has been arrived at
by calculating $17.50 per square foot per annum, based on an assumed square
footage of 39,872 feet of Demised Premises. Rent shall be payable in advance on
the first day of each and every calendar month, as provided in Section 3.01
hereof.
B. Commencing with the second year of this Lease, for a term of twelve
(12) months, and for each successive year of this Lease, fixed minimum annual
rent shall be adjusted in accordance with the CPI as more fully set forth in
this Article III, Section 3.03 below, whereupon the adjusted Rent shall be
payable in equal monthly installments, plus applicable sales tax and use tax as
required by law. Rent shall be payable in advance on the first day of each and
every calendar month, as provided in Section 3.01 hereof.
C. Landlord acknowledges receipt of the sum of $0. If, during the term
hereof, Tenant shall be in default in the payment of rent herein reserved or any
portion thereof, Landlord may apply all or any portion of the deposit as may be
necessary to the payment of overdue rent or any other charges which accrue in
favor of Landlord. Tenant agrees to forthwith, without demand, replace the
monies so used.
D. Late fee: Any payment not received by Landlord by the tenth (10th)
day of the month shall be considered in arrears and in default of the terms
hereof and shall be subject to a late charge in the amount of one (1%) percent
of the monthly rent, which Tenant agrees to pay along with the late rent in the
form of a cashier's check, certified check or money order.
E. Returned Checks: In the event that Tenant's check is returned for
any reason, Tenant agrees to pay Landlord $50.00 as a handling charge in
addition any applicable late charge. Returned checks must be redeemed by
cashier's check, certified check or money order. In the event that more than one
(1) check is returned, Tenant agrees to pay all subsequent rents and charges by
cashier's check, certified check or money order.
SECTION 3.03 - COST OF LIVING INCREASE IN FIXED MINIMUM ANNUAL RENT:
Commencing with the second year of this Lease, and at the beginning of each
successive year of this Lease, the fixed minimum annual rent shall be adjusted
in accordance with the Consumer Price Index For All Urban Consumers and Wage
Earners and
Clerical Workers (U.S. City Average: All Items) issued by the Bureau of Labor
Statistics of the U.S. Department of Labor, using the year 1982-84 as a base of
100. At the commencement of each year of this Lease, and each year thereafter,
the fixed minimum annual rent shall be adjusted by multiplying said rent by a
fraction, the numerator of which shall be the Index Number for the month
preceding the commencement of the successive year of this Lease, and the
denominator of which shall be the Index Number for the month of the commencement
of the Term of this Lease. In no event shall the fixed minimum annual rent, as
adjusted, be less than the fixed minimum annual rent for the last year of the
preceding year's rental as specified in Section 3.02 hereof. In the event that
the Index herein referred to ceases to be published during the term of this
Lease, or if a substantial change is made in the method of establishing such
Index, then the determination of the adjustment in the fixed minimum annual rent
shall be made with the use of such conversion factor, formula or table as may be
published by the Bureau of Labor Statistics, or if none is available, the
parties shall accept comparable statistics on the cost of living in the United
States, as shall then be computed and published by an agency of the United
States, or if none, by a respected financial periodical selected by Landlord.
Further, if the publication of the Index is delayed or receipt of same is
untimely, then the Rent shall be adjusted as soon as the Index is received, and
the Tenant agrees to pay any adjustments in rent for those months which may not
have been calculable due to the unavailability of the Index.
ARTICLE IV
IMPROVEMENTS
SECTION 4.01 - IMPROVEMENTS BY LANDLORD: Landlord shall not be
responsible for any improvements to the Demised Premises other than those
Landlord improvements set forth on Exhibit "B" attached hereto and made a part
hereof ("Landlord Improvements"). Tenant takes the Demised Premises in an "AS
IS" condition other than Landlord's Improvements.
SECTION 4.02 - IMPROVEMENTS BY TENANT: Tenant, at its sole cost and
expense, shall be responsible for all improvements to the Demised Premises.
Provided however, that before any such improvements are made, Tenant shall
submit its plans, drawings and specifications to Landlord for Landlord's
approval which approval shall be in writing and shall not be unreasonably
withheld and provided that any and all improvements to be made by Tenant meet
all applicable building codes and/or zoning requirements as may be required by
the appropriate governmental authorities and that Tenant secure, in advance of
commencement of any improvements, the requisite governmental approvals and
permits. All bills shall be paid for in full, and Tenant does hereby agree to
indemnify, defend and hold harmless Landlord from any and all liens, claims or
demands in connection therewith. If any liens are placed against the Demised
Premises, Tenant shall be responsible for clearing all such liens immediately,
and, to the extent Landlord incurs any expenses (including attorney fees),
Tenant shall be responsible for reimbursement.
SECTION 4.03 - INSTALLATION OF FIXTURES: Prior to the commencement of
the Term, if Tenant enters upon the Demised Premises for the purpose of
installing trade fixtures and furnishings, Landlord shall not be liable to
Tenant for damage to or loss of such fixtures, equipment or furnishings. It is
mutually agreed that all work performed or requested by the Tenant shall be
subject to the approval of the Landlord's architect, mechanical and electrical
engineers.
ARTICLE V
USE BY TENANT
SECTION 5.01 - USE OF PREMISES: Tenant shall occupy and use the Demised
Premises as offices for a computer software company and related use, and for
no other purpose. Tenant shall continuously and uninterruptedly during the Term
of this Lease conduct its customary business activity therein during all normal
business days and hours, unless prevented from so doing by strikes, fire,
casualty or other causes beyond Tenant's control.
SECTION 5.02 - RESTRICTIONS ON USE: Tenant shall not use nor permit the
Demised Premises to be used for any purpose other than that set forth in Section
5.01 above, will not use or suffer anyone to use, the Demised Premises, or any
part thereof, for any purpose in violation of the laws of the United States, the
State of Florida, or the ordinances and regulations of a county or a
municipality having jurisdiction over the Demised Premises. Tenant further
covenants and agrees to execute and comply promptly with all statutes,
ordinances, rules, orders, regulations and requirements of federal, state,
county and city governments regulating the use by Tenant of the Demised
Premises. Tenant will not use, or permit the use of the Demised Premises in any
such manner that will tend to create a nuisance. The restrictions set forth in
this Paragraph shall extend to all agents and employees of the Tenant. Tenant
shall take good care of the Demised Premises, fixtures, appurtenances and all
alterations, additions and improvements thereof; shall make all repairs in and
about the Demised Premises as may be necessary to preserve same in good order
and condition, which repairs shall be equal in quality to the original work;
shall promptly pay the expenses of such repairs and shall promptly notify
Landlord of damage that may occur to the Demised Premises.
5.03 - SIGNS: Without Landlord's prior consent and approval, Tenant
shall not (a) install any exterior lighting, awnings, shades or exterior
decorations or painting; (b) erect or install any exterior or interior window or
door signs or advertising media, window or door lettering or placards or (c)
keep or display any merchandise on, or otherwise obstruct the areaways adjacent
to the premises. All signs must conform with the Landlord's sign specifications
and/or be approved by Landlord prior to installation.
5.04 - UTILITIES AND SERVICES: The Tenant shall be solely responsible
for and shall promptly pay all charges for public utilities and/or private
services rendered or furnished to the premises during the term hereof,
including, but not limited to, heat, water, gas, electricity, rubbish disposal
and sewer rental, together with all taxes or other charges based upon the use of
such utilities. Landlord shall in no event be liable for the quality, quantity
or interference of such services.
ARTICLE VI
MAINTENANCE AND REPAIRS
SECTION 6.01 - MAINTENANCE BY TENANT: Tenant shall at all times keep
the Demised Premises, including the foundations, exterior and structural walls
and roof of the Demised Premises, fixtures, appurtenances, and all alterations,
additions and improvements thereof, including, but not limited to all
partitions, doors, equipment and all heating, air conditioning, lighting and
plumbing fixtures, in good order, condition and repair, any damage by
unavoidable casualty excepted.
SECTION 6.02 - REPAIRS BY TENANT: Tenant shall make all
repairs to the Demised Premises, including without limitation, structural
repairs to the Demised Premises.
SECTION 6.03 - MAINTENANCE AND REPAIRS BY LANDLORD: If Tenant refuses
or neglects to maintain or repair promptly the premises as required in Sections
6.01 and 6.02 hereof, in a reasonable time after written demand by the Landlord,
the Landlord may make such repairs without liability to Tenant for any loss or
damage that may accrue to Tenant's equipment, fixtures and/or other property; or
to the loss of business occasioned by reason thereof; and further, upon
completion of such maintenance or repairs, Tenant shall pay Landlord's incurred
costs occasioned by such maintenance or repairs. It is further agreed and
understood that said billing of costs so incurred shall include interest at the
highest rate allowed by law from the date of completion of the repairs by the
Landlord.
SECTION 6.04 - ALTERATIONS: Tenant shall not make any alterations or
additions to the Demised Premises, nor make any contract therefor, without first
procuring Landlord's written consent. All alterations, additions and
improvements made by Tenant to or upon the Demised Premises, except signs,
electrical equipment or other removable trade fixtures or furnishings shall,
when made or installed, be deemed to have attached to the Demised Premises and
to have become the property of Landlord; provided, however, if prior to
termination of this Lease, or within fifteen (15) days thereafter, Landlord so
directs by written notice to Tenant, Tenant shall promptly remove the additions,
improvements, trade fixtures and installations which were placed in the Demised
Premises by the Tenant and which are designated in said notice and shall repair
any damage occasioned by such removal, and in default thereof, Landlord may
effect said removal and repair at Tenant's expense and Tenant hereby agrees to
pay same. All signs, electrical equipment, fixtures, furnishings and other
personal property of Tenant kept on the Demised Premises and not removed prior
to the expiration of the term or earlier termination thereof shall become the
property of the Landlord, to do with as Landlord exclusively deems appropriate.
SECTION 6.05 - WAIVER OF CLAIMS: Neither Landlord nor Landlord's agents
nor servants shall be liable, and Tenant waives all claims for damage to persons
or property sustained by Tenant or any occupant of the Demised Premises or other
part of the Property, or any equipment or appurtenance becoming out of repair,
or resulting from any accident in or about the Demised Premises, or resulting
directly or indirectly from any act or neglect of any tenant or occupant or of
any other person. This Paragraph shall apply especially, but not exclusively, to
the flooding of basements or other subsurface areas, and to damage caused by
roof leaks, air conditioning apparatus, sprinkling devices, water, excessive
heat or cold, falling plaster, broken glass, sewage, gas odors or noise, or the
bursting or leaking of pipes or plumbing fixtures, and shall apply equally
whether any such damage results from the act or neglect of Landlord or of other
tenants, occupants or servants in the Property or of any other person and
whether such damage be caused or result from any thing or circumstances above
mentioned or referred to, or any other thing or circumstances, whether of a like
nature or of a wholly different nature. All property belonging to Tenant or any
occupant of the Demised Premises shall be there at the risk of Tenant or such
other person only, and Landlord shall not be liable for damage thereto or theft
or misappropriation thereof.
SECTION 6.06 - LANDLORD'S RIGHT TO INSPECT: Landlord and its agents
shall have free access to the Demised Premises during all reasonable hours for
the purpose of examining same and to ascertain if they are in good repair, to
make reasonable repairs which the Landlord may be required to make hereunder and
to exhibit the same to prospective purchasers, lenders or tenants.
SECTION 6.07 - CLEANLINESS AND WASTE: Tenant shall keep the Demised
Premises, and the areaways adjacent thereto at all times in a neat, clean and
sanitary condition, free from waste or debris and shall neither commit nor
permit any waste or nuisance thereon. Tenant shall procure trash containers
adequate to handle Tenant's trash accumulation.
SECTION 6.08 - TRIPLE NET LEASE: Notwithstanding any provision in this
Lease to the contrary, it is understood and agreed that this is a triple net
lease with all costs, expense, taxes (inclusive of real property taxes and
assessments), insurances, repairs and maintenance to be paid by Tenant.
ARTICLE VII
INSURANCE
SECTION 7.01 - INSURANCE BY TENANT: Tenant shall procure, provide and
pay for, and shall maintain throughout the term of this Lease, the following
insurance coverages, in the following limits, in the name of the Tenant and with
Landlord named therein as an additional insured:
(1) a policy of insurance covering the Tenant's property in the Demised
Premises in the amount determined by Tenant;
(2) a comprehensive general liability insurance against any and all
claims for injuries to persons and property occurring in, upon, or
about the Demised Premises, during the Term of this Lease; such
insurance, at all times, to be in an amount not less than One Million
($1,000,000) Dollars combined single limit per occurrence,
$2,000,000.00 general aggregate; and
(3) casualty, fire, windstorm, flood and extended coverage insurance in
the amount equal to the maximum insurable value of the Demised Premises
together with all improvements thereon.
All such insurance shall be written on a company or companies authorized to
engage in the business of casualty and general liability insurance in the State
of Florida, and there shall be delivered, by the Tenant, to the Landlord
customary certificates evidencing such paid-up insurance, and certifying
Landlord as an additional insured, which certificates are to be issued by the
insurance companies, and delivered on a yearly basis at the commencement of each
year during the Term of this Lease.
The policies of insurance provided herein are to be provided by the
Tenant, and shall be for a period of not less than one (1) year, it being
understood and agreed that fifteen (15) days prior to the expiration of any
policy of insurance, the Tenant will deliver to the Landlord a renewal or new
policy to take the place of the expiring policy, with the further understanding
that, should the Tenant fail to furnish policies, as is provided in this Lease,
and at the times herein provided, the Landlord may obtain such insurance, and
the premiums on such insurance shall be deemed Additional Rental to be paid by
the Tenant to the Landlord upon demand. Tenant shall make no claim for recovery
against Landlord and expressly waives any right of recovery against Landlord for
damage to or loss of the Demised Premises or improvements thereon, which damage
or loss may arise by fire or any other peril covered by any policy of insurance
containing a waiver of subrogation right against the Landlord in which said
policy the Tenant is or may be the insured and when said loss is caused by or
results from any acts of carelessness or negligence of the Landlord, its
officers, employees or other persons under its control. Tenant further covenants
and agrees to apply to its insurers for waiver of subrogation against Landlord,
its agents
and employees, and to obtain same if Tenant's insurers will issue such waiver
without cost.
SECTION 7.02 - INDEMNITY FOR ACCIDENTS: Tenant covenants and agrees
that it will protect, defend and save and keep the Landlord forever harmless and
indemnified against and from any penalty or damage or charges imposed for any
violation of any laws or ordinances, whether occasioned by the neglect of Tenant
or those holding under Tenant, and that Tenant will at all times protect,
defend, indemnify and save and keep harmless the Landlord against and from any
and all claims, loss, cost, damage or expense arising out of or from any
accident or other occurrence on or about the Demised Premises, causing injury to
any person or property whomsoever or whatsoever, and will protect, defend,
indemnify and save and keep harmless the Landlord against and from any and all
claims, loss, cost, damage or expense arising out of any failure of Tenant in
any respect to comply with and perform all the requirements and provisions of
this Lease.
SECTION 7.03 - DESTRUCTION BY FIRE OR CASUALTY: The Tenant shall give
immediate notice to Landlord in case of fire or other casualty in or about the
Demised Premises. In the event the Demised Premises shall be damaged by fire,
then Tenant shall repair such damages and put the Demised Premises in good
condition as rapidly as reasonably possible. Tenant shall not be entitled to any
abatement of the Rent, unless such damage was occasioned by the negligent acts
of Landlord, its agents or employees.
Notwithstanding any other provisions of this Paragraph to the contrary,
if the Demised Premises, shall be damaged to the extent of more than twenty-five
percent (25%) of its value at the time of such damage, then Landlord may, at its
sole election, upon notice to Tenant, within sixty (60) days after such damage,
terminate this Lease as of the date of such damage.
ARTICLE VIII
TAXES
SECTION 8.01 - REAL ESTATE TAXES: Tenant shall pay, not less than
thirty (30) days before delinquent, all real property taxes and assessments
levied or payable during the term hereof, by the county and municipality upon
the Property.
SECTION 8.02 - PERSONAL PROPERTY TAXES AND ASSESSMENTS: The Tenant
shall pay, not less than thirty (30) days before delinquent, any and all taxes,
licenses, fees and public charges levied, assessed or imposed, and which become
payable during the lease term upon Tenant's fixtures, furniture, appliances and
personal property located or installed in the Demised Premises.
ARTICLE IX
TITLE
SECTION 9.01 - POSSESSION BY TENANT: Tenant covenants and warrants that
it has full right and authority to enter into this Lease for the full term
hereof. Landlord covenants that Tenant, upon paying the Rent provided for herein
and upon performance of the covenants and agreements of this Lease to be
performed by said Tenant, will have, hold and enjoy quiet possession of the
Demised Premises.
SECTION 9.02 - SUBLEASE AND ASSIGNMENT: Landlord shall have first
refusal right to recapture the premises, on a request by Tenant to sublease or
assign. If Landlord does not desire to recapture the premises, then Tenant shall
not sublease, sublet or assign the Demised Premises or any portion thereof
except by
written permission and consent of Landlord which approval or disapproval shall
be in Landlord's sole discretion, references elsewhere contained herein to
assignees notwithstanding. Any consent by Landlord once shall not constitute a
waiver of the requirement for its consent to any future subletting or assignment
of this Lease. Any such subleasing or assignment, even with the approval of the
Landlord, shall not relieve the Tenant from liability for payment of the rental
and any other monies due Landlord herein provided for or from the obligation to
keep and be bound by the terms, conditions and covenants of this Lease. The
acceptance of rent from any other person shall not be deemed to be a waiver of
any of the provisions of this Lease or a consent to the assignment or subletting
of the Demised Premises. Any change in ten percent (10%) or more of the
equitable or beneficial ownership of Tenant shall be deemed an assignment of
this Lease.
SECTION 9.03 - FINANCING: Tenant agrees that Tenant's rights under this
Lease are and shall always be subordinate to the lien of any mortgage or trust
deeds now or hereafter placed from time to time upon the Demised Premises.
Tenant shall, upon written demand from Landlord, execute such other and further
instruments or assurances subordinating this Lease to the lien or liens of any
such mortgage or trust deeds. If any mortgagee or trustee under a trust deed
elects to have Tenant's interest in this Lease superior to any such interest by
notice to Tenant, then this Lease shall be deemed superior to any such mortgage
or trust deed whether this Lease was executed before or after such mortgage or
trust deed.
SECTION 9.04 - SURRENDER OF PREMISES: Tenant shall, upon the expiration
date or sooner termination of this Lease, surrender to Landlord the Demised
Premises, together with all replacements thereto in good order, condition and
repair, except for ordinary wear and tear and loss by fire or other casualty. If
Tenant fails to surrender the Premises as required herein, Tenant shall be
deemed a month-to-month tenant and shall for the duration of such holdover
period pay Landlord, as holdover rent, twice the monthly rental amount as was
payable in the last month of the lease term in addition to all other payments
required under this Lease Agreement,
SECTION 9.05 - EMINENT DOMAIN: In the event the Demised Premises, or
any part thereof, shall be taken or condemned for public purposes by any
competent authority, the entire compensation awarded therefor shall belong to
the Landlord, without any deduction therefrom for any present or future estate
of Tenant; provided, however, that in the event more than twenty (20%) percent
of the Demised Premises shall be so taken or condemned, then either the Landlord
or Tenant shall have the option of terminating the term of this Lease upon
giving to the other written notice of such election within thirty (30) days
after possession of the part condemned has been taken by proper authorities,
whereupon the term of this Lease shall be terminated, as of the date on which
possession is so taken. If neither Landlord or Tenant so elects to terminate the
term of this Lease, the Landlord at its own expense, shall repair and restore
the premises not affected by the taking and thereafter, if a part of Demised
Premises itself has been taken or condemned, the Rent to be paid by the Tenant
shall be equitably reduced.
SECTION 9.06 - NONDISTURBANCE AND ATTORNMENT: In the event any
proceedings are brought for the foreclosure of, or in the event of the
conveyance by deed in lieu of foreclosure of, or in the event of the execution
of the power of sale under any superior mortgage, or in the event of transfer or
conveyance of the Demised Premises, or any part thereof, to any party for any
reason whatsoever, Tenant hereby attorns to, and covenants and agrees to execute
an instrument in writing reasonably satisfactory to the new owner whereby Tenant
attorns to such successor in interest and recognizes such successor as the
landlord under the Lease.
ARTICLE X
DEFAULT
SECTION 10.01 - DEFAULT BY TENANT: All of the rights and remedies of
Landlord herein enumerated shall be cumulative, and none shall exclude any other
right or remedy allowed by law. It is agreed that in the event:
(i) That the Tenant shall fail, neglect or refuse to pay any
installment of Rent at the time, and in the amount as herein provided,
or to pay any other monies agreed by it to be paid promptly when and as
the same shall become due and payable under the terms hereof;
(ii) That any voluntary or involuntary petition or similar
pleading, under any section or sections of any bankruptcy act, shall be
filed by or against Tenant, or any voluntary or involuntary proceeding
in any court or tribunal shall be instituted to declare Tenant
insolvent or unable to pay Tenant's debts, and the same shall not be
dismissed or discharged within thirty (30) days after notice thereof in
writing;
(iii) That the Tenant shall fail, neglect or refuse to keep
and perform any of the other covenants, conditions, stipulations or
agreements herein contained and to be kept and performed by it, and in
the event any such default shall continue, for a period of more than
thirty (30) days after notice thereof in writing given to the Tenant,
by the Landlord; provided, however, that if the cause for giving such
notice involves the making of repairs, or other matters reasonably
requiring a longer period of time than the period of such notice, the
Tenant shall be deemed to have complied with such notice so long as it
has commenced to comply with said notice within the period set forth in
the notice, and is diligently prosecuting compliance with said notice,
or has taken proper steps or proceedings, under the circumstances, to
prevent the seizure, destruction, alteration or other interference with
said Demised Premises by reason of non-compliance with the requirements
of any law or any ordinance or with the regulations, rules or
directions of any government authority, as the case may be;
(iv) That the Tenant makes any assignment of its property for
the benefit of creditors, or should the Demised Premises be taken under
a levy of execution or attachment, in an action against the Tenant, and
such levy, attachment or assignment is not dismissed and discharged
within thirty (30) days after written notice thereof to Tenant by
Landlord, the Tenant does hereby authorize and fully empower said
Landlord or Landlord's agent to cancel or annul this Lease at once and
to re-enter and take possession of said Demised Premises immediately,
and remove all persons and their property therefrom, and to use such
force and assistance in effecting and perfecting such removal as said
Landlord may deem necessary and advisable to recover at once full and
exclusive possession of all of said Demised Premises, whether in
possession of said Tenant or of their persons or otherwise. At
Landlord's option, Landlord may declare all installments of Rent for
the remainder of the lease term, to be immediately due and payable
whereupon the same shall become immediately due and payable.
The Landlord may, however, at its option, at any time after a default
or violation of condition or covenant, re-enter and take possession of said
Premises without such re-entering working a forfeiture of the rents to be paid
and the covenants, agreements and conditions to be kept and performed by said
Tenant for the full term of this Lease. In such event, the Landlord shall have
the right, but not the obligation, to divide or
subdivide the Premises in any manner the Landlord may determine and to lease or
let the same or portions thereof for such periods of time and at such rentals
and for such use and upon such covenants and conditions as Landlord may elect,
applying the net rentals from such letting first to the payment of Landlord's
expenses incurred in dispossessing the Tenant and the costs and expenses of
making such improvements in the Premises as may be necessary in order to enable
the Landlord to relet the same, and to the payment of any brokerage commissions
or other necessary expenses of the Landlord in connection with such reletting.
The balance, if any, shall be applied by the Landlord from time to time, but in
any event not less than once each month, on account of the payments due or
payable by the Tenant hereunder, with the right reserved to Landlord to bring
such actions or proceedings for the recovery of any deficits remaining unpaid as
it may deem advisable from time to time, without being obligated to await the
end of the term hereof for a final determination of the Tenant's account and the
commencement or maintenance of one (1) or more actions shall not bar the
Landlord from bringing other or subsequent actions for further accruals pursuant
to the provisions of this Paragraph. Any balance remaining, however, after full
payment and liquidation of Landlord's account, as aforesaid, shall be paid to
the Tenant from time to time with the right reserved to the Landlord at any time
to give notice in writing to the Tenant of Landlord's election to cancel and
terminate this Lease and all Tenant's obligations hereunder and upon the giving
of such notice and the simultaneous payment by Landlord to Tenant of any credit
balance in Tenant's favor that may at the time be owing to Tenant shall
constitute a final and effective cancellation and termination of this Lease and
the obligations thereunder on the part of either party to the other.
In addition to the foregoing, collection costs and reasonable
attorneys' fees shall be paid by Tenant if delinquencies are referred for
collection.
SECTION 10.02 - LIEN OF LANDLORD FOR RENT, TAXES AND OTHER SUMS:
Landlord shall have, and Tenant hereby grants, a security interest in any
furnishings, equipment, fixtures, inventory, accounts receivable, or other
personal property of any kind belonging to Tenant, or the equity of Tenant
therein, in the Demised Premises. The security interest is granted for the
purpose of securing the payment of rent, other charges, assessments, penalties
and damages herein covenanted to be paid by Tenant and for the purpose of
securing the performance of all other obligations of Tenant under this Lease.
Upon Tenant's default or breach of any covenants of this Lease, Landlord shall
have all remedies available under the law of the State of Florida including, but
not limited to, the right to take possession of the above mentioned property and
dispose of it by public or private sale in a commercially reasonable manner.
Tenant shall, upon demand, reimburse Landlord for all filing and recording fees
and taxes incurred in connection with filing and recording of Financing
Statements if the same be necessary to perfect Landlord's security interest.
Landlord's statutory lien for rent is not hereby waived, the express contractual
lien herein granted being in addition and supplementary thereto.
SECTION 10.03 NO LIENS CREATED BY TENANT: The Tenant covenants and
agrees that it has no power to incur any indebtedness giving a right to a lien
of any kind or character upon the rights, title and interest of the Landlord in
and to the property covered by this Lease, and that no person shall ever be
entitled to any lien directly or indirectly derived through or under the Tenant,
or its agents or servants, or on account of any act or remission of said Tenant,
which lien shall be superior to the title of the Landlord to the Demised
Premises. All persons contracting with said Tenant, or furnishing materials or
labor to said Tenant, or to its agents or servants, as well as all persons
whomsoever, shall be bound by this provision of this Lease. Should any such lien
be filed, the Tenant shall discharge
the same within thirty (30) days thereafter, by paying the same or by filing a
bond, or otherwise, as permitted by law. The Tenant shall not be deemed to be
the agent of the Landlord, so as to confer upon a laborer bestowing labor or
confer upon a materialman furnishing materials upon the leased premises the
right to a mechanic's lien thereon.
ARTICLE XI
ENVIRONMENTAL
SECTION 11.01 - COMPLIANCE WITH LAWS: Tenant, at Tenant's expense,
shall keep and maintain the Demised Premises in compliance with, and shall not
cause or permit the Demised Premises to be in violation of, any federal, state,
county and municipal laws, ordinances or regulations including, without
limitation, those relating to contamination, air and water quality, waste
disposal, occupational safety and health, industrial hygiene, or to the
environmental conditions on, under or about the Demised Premises, including, but
not limited to, soil and groundwater conditions ("Laws"); provided, however,
Tenant shall have no obligation to keep or maintain the Demised Premises at a
level or standard different than that existing as of the date of this Lease.
Provided further, Tenant shall have no obligation or liability hereunder except
as to any actions or matters caused by Tenant's uses or actions.
SECTION 11.02 - STORAGE OF CONTAMINATION: Except in the ordinary course
of business in strict compliance with applicable laws, Tenant shall not use,
general, manufacture, store, or dispose of, on, under or about the Demised
Premises or transport to or from the Demised Premises any flammable explosives,
radioactive materials, including, without limitation, any substances defined as,
or included in the definition of hazardous substances, hazardous materials,
toxic substances or other similar or regulated substances, residues or wastes,
pollutants, asbestos, petroleum products and by-products, including any other
environmental contamination whatsoever (collectively "Tenant Contamination").
SECTION 11.03 - NO LIENS: Tenant shall not create or suffer to exist
with respect to the Demised Premises, or permit any of its agent to create or
suffer to exist any lien, security interest or other charge or encumbrance of
any kind, including without limitation, any lien imposed pursuant to Section
107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C.
Section 9607(l)) or any similar Law.
SECTION 11.04 - ENVIRONMENTAL ASSESSMENT AND REMEDIATION:
Notwithstanding any other provision of this agreement, Tenant shall be solely
responsible for and agrees to indemnify, defend and hold harmless Landlord, its
employees, agents, officers, directors, heirs and assigns, from and against any
and all fines, suits and claims, demands, penalties, liabilities, costs or
expenses, losses, settlements, remedial actions requirements and enforcement
actions, administrative proceedings and any other actions of whatever kind or
nature, including attorneys' fees and costs (and costs and fees on appeal), fees
of environmental consultants and laboratory fees, known or unknown, contingent
or otherwise, arising out of or in any way related to the discovery,
remediation, or disposal of such Tenant Contamination, including any personal
injury (including wrongful death) or property damage (real or personal) arising
therefrom. Landlord agrees to indemnify, defend and hold harmless Tenant, its
employees, agents, officers, directors, heirs and assigns, from and against any
and all fines, suits, claims, demands, penalties, liabilities, costs or
expenses, losses, settlements, remedial action requirements and enforcement
actions, administrative proceeds and all other actions of whatever kind or
nature, including attorneys' fees and costs (and costs and fees on appeal), fees
of environmental consultants and laboratory
fees, known or unknown, continent or otherwise, arising out of or in any way
related to the discovery, remediation, or disposal of contamination on or about
the Demised Premises or the Property other than Tenant Contamination, including
any personal injury (including wrongful death) or property damage (real or
personal) arising therefrom. This paragraph shall survive termination or
expiration of this Lease.
SECTION 11.05 - NOTICE OF CONTAMINATION OR ENFORCEMENT: Each party
shall immediately advise the other by telephone, followed up in writing, with a
copy to Landlord, of any and all enforcement, cleanup, removal, claims made or
threatened by any third party, or other governmental or regulatory actions
instituted, completed, or threatened, or any release, discharge, or spill of
Contamination, pursuant to any Laws affecting the Demised Premises, or adjoining
or neighboring properties. Each party shall provide copies to the other in a
timely fashion, in whatever capacity and in whatever form obtained, any and all
information, test results, correspondence or other data acquired in connection
with the locating, remediating, removing, or disposing of contamination on or
about the Demised Premises, or regarding such parties notice of contamination or
enforcement, or otherwise.
ARTICLE XII
MISCELLANEOUS
SECTION 12.01 - NOTICES: Whenever under this Lease a provision is made
for any demand or notice of any kind, or where it is deemed desirable or
necessary by either party to give or serve any such notice or demand to the
other, it shall be in writing sent by overnight mail or certified mail, return
receipt requested, postage prepaid, if to the Tenant addressed to the Tenant at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and if to the Landlord addressed to the
Landlord at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, c/o ▇▇▇▇
▇▇▇▇▇▇, Gerschel & Company, and either party may by like notice at any time and
from time to time designate a different address to which notices shall be sent.
Such notices or demands shall be deemed sufficiently served or given for all
purposes hereunder at the time they shall be mailed by an overnight delivery
service or by United States certified mail, as aforesaid.
SECTION 12.02 - WAIVER: One (1) or more waivers of any covenant, term
or condition of this Lease by either party shall not be construed by the other
party as a waiver of a subsequent breach of the same term, covenant or
condition. The consent or approval of either party to or of any act by the other
party of a nature requiring consent or approval shall not be deemed to waive or
render unnecessary consent to or approval of any subsequent similar act.
SECTION 12.03 - RELATIONSHIP OF PARTIES: Nothing contained in this
Lease nor any act or acts of the parties shall be deemed or construed by the
parties hereto or by any third party to create the relationship of principal and
agent or of partnership or of joint venture or of any association whatsoever
between Landlord and Tenant, other than the relationship of landlord and tenant.
SECTION 12.04 - GOVERNING LAW: The laws of the State of Florida shall
govern the validity, performance and enforcement of this Lease.
SECTION 12.05 - SAVINGS CLAUSE: The invalidity or unenforceability of
any provision of this Lease shall not affect or impair the validity of any other
provision.
SECTION 12.06 - MARGINAL HEADINGS: The paragraph titles herein are for
convenience only and do not define, limit or
construe the contents of such paragraph.
SECTION 12.07 - COVENANT TO BIND SUCCESSORS: It is agreed that the
provisions, covenants and conditions of this Lease shall be binding on the legal
representatives, heirs, successors and assigns of the respective parties hereto.
SECTION 12.08 - CREDIT REPORTS: The Tenant's performance under this
Lease Agreement may be reported to credit reporting agencies. The Landlord may
also obtain a consumer report of Tenant's credit history from a credit reporting
agency. Upon request, Tenant will be informed whether a consumer report was
obtained and if so, the name and address of the agency furnishing the report.
SECTION 12.09 - ESTOPPEL CERTIFICATE: Within ten (10) days after
request therefor by Landlord, the Tenant shall furnish an estoppel certificate.
Tenant agrees to deliver in recordable form a certificate to any proposed
mortgagee or purchaser, or to Landlord, certifying (if such be the case) that
this Lease is in full force and effect and there are no defenses or offsets
thereto, or stating those claimed by Tenant.
SECTION 12.10 - EXCULPATION: Tenant agrees that Tenant shall look
solely to Landlord's interest in the Demised Premises for the satisfaction of
any claims, judgments or decrees requiring the payment of money by Landlord
based upon default hereunder. No other property or assets of Landlord, its
successors or assigns shall be subject to levy, execution or other enforcement
procedure.
SECTION 12.11 - FORCE MAJEURE: Landlord or Tenant shall not be required
to perform any term, condition or covenant in this Lease so long as such
performance is delayed or prevented by Acts of God, strikes, lockouts, decree or
restriction by any governmental authority, civil riot, floods, financing, and
any other cause not reasonably within the control of Landlord or Tenant, and
which by the exercise of due diligence Landlord or Tenant is unable, wholly or
in part to prevent or overcome.
SECTION 12.12 - PREVAILING PARTY: In the event that litigation is
required to enforce this Agreement, the prevailing party shall be entitled to
reimbursement of its legal costs and attorney's fees, including appeals.
SECTION 12.13 - RADON GAS: In accordance with the provisions of Florida
Statutes Chapter 404.29(8), notification is hereby tendered concerning the
possible existence of Radon Gas in or about the Demised Premises. Please be
advised that:
"RADON GAS: 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 overtime. Levels of radon
that exceed Federal and State guidelines have been found in buildings
in Florida. Additional information regarding radon and radon testing
may be obtained from your County Public Health Unit."
SECTION 12.14 - ENTIRE AGREEMENT: This Lease sets forth all of the
covenants, promises, agreements, conditions and understandings between the
Landlord and the Tenant governing the Demised Premises. There are no covenants,
promises, agreements, conditions and understandings, either oral or written,
between them other than those herein set forth. Except as herein provided, no
subsequent alterations, amendments, changes or additions to this Lease shall be
binding upon the Landlord or Tenant, unless reduced to writing and signed by
both parties.
SECTION 12.15 - NEGOTIATION AND EXECUTION: The furnishing
of this Lease by the Landlord to the prospective Tenant shall not be considered
an offer to lease, even though completed in every respect, until and unless the
document has been executed by the appropriate officers of Landlord. No
correspondence or other communication respecting this Lease shall create any
obligation to go forward with this Lease until the Lease document is fully
completed and executed by both the Landlord and Tenant.
IN WITNESS WHEREOF, the parties hereto have executed this Lease this
day and year first above written.
Signed and Acknowledged Landlord:
In the Presence of:
ULTILAND, LTD., a Florida
limited partnership
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Witness signature By: /s/ P.A.G. EQUITIES CORP., a
New York corporation, as
general partner
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Witness print name
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Witness signature
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Witness print name By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Its: Vice President
------------------------------0
(SEAL)
ULTIMATE SOFTWARE GROUP, INC.,
a Delaware corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------
Witness signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------
Witness print name
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Witness signature
▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Witness print name By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Its: President
(CORPORATE SEAL)
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
A portion of SECTOR 6, according to the Plat thereof, as recorded in
Plat Book 141, Page 21, Public Records, Broward County, Florida, being more
particularly described as follows:
Commence at the intersection of the Southwest corner of Parcel 2 of said Plat
and the Northerly right of way for Arvida Parkway; Thence North 33"40'01' West
along the Western line of said Parcel 2, for a distance of 49.68 feet; Thence
North 11"32'29' East along the new alignment of Tract X, as described on the
Plat of ▇▇▇▇▇▇ ▇, ▇▇▇▇, as recorded in Plat Book 155, Page 4, Public Records,
Broward County, Florida, for 15.19 feet to a point of curvature; Thence
Northeasterly and Northwesterly along a circular curve to the left, having a
radius of 500.00 feet, a central angle of 12"34'21', for an arc distance of
109.72 feet to a point of reverse curvature; Thence Northwesterly and
Northeasterly along a circular curve to the right, having a radius of 500.00
feet , a central angle of 18"21'57', for an arc distance of 150.27 feet to a
point of compound curvature; Thence Northeasterly along a circular curve in the
right, having a radius of 700.00 feet, a central angle of 36"29'27', for an arc
distance of 445.82 feet to a point where the remaining portion of the
description is not coincident with said new alignment; Thence North 59"52'56'
East for 38.31 feet; Thence North 56"57'31' East for a distance of 131.88 feet;
Thence South 78"02'29' East, for a distance of 42.43 feet; Thence South
33"02'29' East, for a distance of 17.00 feet to a point of curvature; Thence
Southeastern along a circular curve to the left, having a radius of 550.00 feet,
a central angle of 23"17'57, for an arc distance of 223.66 feet to the POINT OF
BEGINNING; Thence continue Southeasterly along a circular to the left, having a
radius of 550.00 feet, a central angle of 29"45'19', for an arc distance of
285.63 feet; Thence South 26"28'28' West for 393.63 feet to a point on a curve,
said point bears North 05"52'46' West to the radius point on the next described
curve; Thence Southwesterly along a circular curve to the right, having a radius
of 500.00 feet, a central angle of 33"45'55', for an arc distance of 294.66
feet; Thence north 26"28'28' East for 433.30 feet to the POINT OF BEGINNING.
TOGETHER WITH:
EASEMENT ESTATE AS TO THAT CERTAIN PARCEL CONTAINED IN AND PURSUANT TO THAT
CERTAIN INGRESS/EGRESS EASEMENT, BY AND BETWEEN ARVIDA/JMB PARTNERS, A FLORIDA
GENERAL PARTNERSHIP AND B.C.B., INC., A FLORIDA CORPORATION, DATED APRIL 25,
1996, FILED OF RECORD MAY 3, 1996, IN OFFICIAL RECORD BOOK 24825, PAGE 128, OF
THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, SAID PARCEL BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
ROADWAY EASEMENT:
A PORTION OF PARCEL 1, C-1 AND X-2, SECTOR 6, ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 141, PAGE 21, OF THEPUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE CENTERLINE INTERSECTION OF TRACT X-2 AND THE WESTERLY RIGHT OF
WAY LINE OF BONAVENTURE BOULEVARD, AS DEPICTED ON SAID PLAT OF SECTOR 6; THENCE
NORTH 74/degree/21'58' WEST FOR 53.80 FEET; THENCE SOUTH 15/degree/38'02' WEST
FOR 40.00 FEET; THENCE NORTH 74/degree/21'58' WEST FOR 714.40 FEET TO THE POINT
OF CURVATURE; THENCE NORTHWESTERLY ALONG A CIRCULAR CURVE TO THE RIGHT, HAVING A
RADIUS OF 1528.39 FEET; A CENTRAL ANGLE OF 13/degree/18'49' FOR AN ARC DISTANCE
OF 355.14 FEET; THENCE SOUTH 75/degree/30'20' WEST FOR 48.13 FEET; THENCE SOUTH
32/degree/03'50' WEST FOR 12.31 FEET TO A POINT OF BEGINNING; THENCE SOUTH
32/degree/03'50' WEST FOR 9.64 FEET TO A POINT OF CURVATURE; THENCE
SOUTHWESTERLY ALONG A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 1050.00
FEET, A CENTRAL ANGLE OF 41/degree/06'09', FOR AN ARC DISTANCE OF 753.24 FEET TO
A POINT OF COMPOUND CURVATURE; THENCE SOUTHWESTERLY AND NORTHWESTERLY ALONG A
CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 550.00 FEET, A CENTRAL ANGLE OF
73/degree/47'32'; FOR AN ARC DISTANCE OF 708.35 FEET TO A POINT OF TANGENCY;
THENCE NORTH 33/degree/02'29' WEST FOR 17.00 FEET; THENCE NORTH 78/degree/02'29'
WEST FOR 42.43 FEET; THENCE SOUTH 56/degree/57'31' WEST FOR 131.88 FEET; THENCE
SOUTH 59/degree/52'56' WEST FOR 38.31 FEET TO THE ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇
▇▇▇▇ AS RECORDED IN PLAT BOOK 155, PAGE 4, OF THE PUBLIC RECORDS OF BROWARD
COUNTY, FLORIDA, SAID POINT BEARS SOUTH 36/degree/10'28' EAST TO THE RADIUS
POINT OF THE NEXT DESCRIBED CURVE; THENCE NORTHEASTERLY ALONG A CIRCULAR CURVE
TO THE RIGHT; HAVING A RADIUS OF 700.00 FEET, A CENTRAL ANGLE OF
03/degree/07'59', FOR AN ARC DISTANCE OF 38.25 FEET TO A POINT OF TANGENCY;
THENCE NORTH 56/degree/57'31' EAST FOR 256.88 FEET; THENCE SOUTH
11/degree/57'31' WEST FOR 49.50 FEET; THENCE SOUTH 33"02'29' EAST FOR 15.00 FEET
TO A POINT OF CURVATURE; THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CIRCULAR
CURVE TO THE LEFT, HAVING A RADIUS OF 490.00 FEET, A CENTRAL ANGLE OF
73/degree/47'32' FOR AN ARC DISTANCE OF 631.08 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE NORTHEASTERLY ALONG A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 990.00 FEET, A CENTRAL ANGLE OF 41/degree/06'09' FOR AN ARC DISTANCE
OF 710.20 FEET TO A POINT OF TANGENCY; THENCE NORTH 32"03'50' EAST FOR 9.64
FEET; THENCE SOUTH 57/degree/56'10' EAST FOR 30.00 FEET TO A POINT HEREINAFTER
REFERRED TO A POINT A; THENCE SOUTH 57/degree/56'10' EAST FOR 30.00 FEET TO THE
POINT OF BEGINNING.
RECORDED IN THE OFFICIAL RECORDS BOOK
OF BROWARD COUNTY, FLORIDA
COUNTY ADMINISTRATOR
EXHIBIT "B"
LANDLORD IMPROVEMENTS
Construction of improvements of a three (3) story office building in accordance
with those certain plans and specifications prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Architects, Inc. as Project No. 9401-3 dated ________________, 1998, of which
the parties each acknowledge having a complete copy.
Landlord Initials: Tenant Initials:
/s/ MS /s/ SS
--------------------------- ---------------------------
