Exhibit 6.3
Commercial Office Lease (Triple Net)
THIS COMMERCIAL OFFICE LEASE ("Lease") is entered into as of the 15th day
of April, 1999 ("Lease Date") by and between Landlord and Tenant as described in
the following Lease Summary on the Lease Date. Landlord leases to Tenant and
Tenant rents from Landlord the Premises upon the terms and conditions
hereinafter set forth:
1 LEASE SUMMARY
1.1 Summary of Basic Lease Information. The following terms are a
summary of the basic provisions of this Lease:
1.1.1 Landlord: Grip Development, Inc.
1.1.2 Landlord's Address: 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
1.1.3 Tenant: Interactive Xxxxxxxxxxxx.xxx, Ltd.,
United Interactive Technologies, Inc.,
Integrated Merchant Services, Inc.,
Web Xxxxxxxxxx.xxx, Inc.,
Soc Sec/Fed Tax Id # 00-0000000
1.1.4 Tenant's Address: 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
1.1.5 Guarantor(s): None
1.1.6 Guarantor(s) Address: N/A
1.1.7 Guarantor(s) SS#:
1.1.8 Bldg. Name and Address: The Grip Building
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
1.1.9 Premises: Suite 400
as shown on the "Floor Plan" attached
hereto as Exhibit "A".
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Commercial Office Lease. The Grip Building
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1.1.10 Gross Rentable Area Approximately 12044.77 square feet.
of the Premises:
1.1.11 Term: One Hundred and twenty (120) months,
beginning on the Commencement Date
and ending on the Expiration Date, unless
sooner terminated as hereinafter
provided.
1.1.12 Commencement Date: August 1, 1999
1.1.13 Expiration Date: July 31, 2009.
1.1.14 Security Deposit: First, last and one month's additional
security plus operating expenses for first
and last months.
1.1.15 Monthly Base Rent:
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Amount Per Month Commencing On Ending On
(plus applicable sales tax)
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$9,755.28 August 1, 1999 July 31, 2000
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$14,163.64 August 1, 2000 July 31, 2001
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$14,584.55 August 1, 2001 July 31, 2002
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$15,022.09 August 1, 2002 July 31, 2003
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$15,472.75 August 1, 2003 July 31, 2004
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$15,936.93 August 1, 2004 July 31, 2005
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$16,415.04 August 1, 2005 July 31, 2006
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$16,907.49 August 1, 2006 July 31, 2007
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$17,414.71 August 1, 2007 July 31, 2008
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$17,937.15 August 1, 2008 July 31, 2009
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1.1.16 Operating Expense: This is a triple net lease. The Operating
Expenses are not included in Monthly
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Base Rent described above.
(Operating Expenses for 1998
are estimated to be $4.50 per
square foot).
1.1.17 Tenant's Share: 29.089 percent (determined by dividing
the Gross Rentable Area of the Premises
by the Gross Rentable Area of the
Building, multiplying the resulting
quotient by 100, and rounding to the 3rd
decimal place).
1.1.18 Parking Spaces: 23 spaces 4 covered
1.1.19 Parking Charge: Included in Tenant's Share of Operating
Expenses. See, P. 1.1.17
1.1.20 Broker: Xxxx Xxxx
1.1.21 Electric: Included in Tenant's Share of Operating
Expenses. See, P. 1.1.17
1.1.22 Tenant Improvements: See, EXHIBIT "D"
1.1.23 Prepaid Rent: First month's Minimum Rent prepaid
with the execution of this Lease.
1.1.24 Permitted Use Internet company.
of Premises:
2 EXHIBITS. The following exhibits and addenda which are attached to this
Lease are incorporated into and made a part of this Lease as though fully
set forth herein:
EXHIBIT A - Floor Plan showing the Premises
EXHIBIT B - Legal Description of the Building
EXHIBIT C - Rules and Regulations
EXHIBIT D - Tenant Improvements
EXHIBIT F - Guaranty of Lease
3 TERM.
3.1 Grant; Term. In consideration of the performance by the Tenant of
its obligations under this Lease, the Landlord leases to the Tenant
and Tenant
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leases from the Landlord, for the Term, the "Premises," which
Premises are shown outlined on the floor plan attached hereto and
made a part hereof as Exhibit "A." The Premises, are located in that
certain office building, called The Grip Building (the "Building"),
located in Palm Beach, Florida, as more particularly described in
Exhibit "B", attached hereto and made a part hereof. The Gross
Rentable Area of the Premises, as described in the Lease Summary, is
equal to the sum of the net useable area of the Premises plus a
proportionate share of the Common Areas (according to B.O.M.A.
standards).
The 'Term" of the Lease is the period from the Commencement Date as
specified in the Lease Summary, through the Expiration Date, as
specified in the Lease Summary. If the Premises are ready for
occupancy prior to the Commencement Date, then Tenant shall take
occupancy on such date and Tenant's obligations to pay Minimum Rent
and all other charges shall commence on such date. If Landlord
cannot deliver possession of the Premises to Tenant on 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, this Lease shall in all ways remain
in full force and effect except that Minimum Rent and other charges
shall be waived for the period between the Commencement Date and the
time when Landlord can deliver possession; provided, however, if
delivery of possession is delayed more than ninety (90) days past
the scheduled Commencement Date, Tenant may terminate this Lease
upon fifteen (15) days' written notice to Landlord, whereupon both
parties shall be relieved of all further obligations hereunder.
Notwithstanding the foregoing, if delivery of possession is delayed
due to any act or omission of Tenant, then the Commencement Date
shall be the date Landlord would have delivered possession, but for
Tenant's delay.
The Landlord shall have no construction or improvement obligation
with respect to the Premises unless expressly provided for in a work
letter agreement, which, if executed by Landlord and Tenant, shall
be incorporated as Exhibit "D" to this Lease. Upon the expiration of
five (5) business days following the Commencement Date, the Premises
shall conclusively be assumed to be accepted by Tenant unless Tenant
shall have given Landlord written notice of any contended defects in
the Premises.
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4 RENT.
4.1 Covenant to Pay. The Tenant shall pay to Landlord all sums due
hereunder from time to time from the Commencement Date, without
prior demand, together with all applicable Florida sales tax
thereon; however, unless otherwise provided in this Lease, payments,
other than Tenant's regular monthly payments of Minimum Rent and
Operating Costs shall be payable by Tenant to Landlord within five
(5) days following demand. All rent and other charges that are
required to be paid by Tenant to Landlord shall be payable at
Landlord's address indicated on the Lease Summary. Monthly Rent,
Operating Costs and any other charges for any "Lease Year"
consisting of less than twelve (12) months shall be prorated on a
per diem basis, based upon a period of 365 days. "Lease Year" means
the twelve (12) full calendar months commencing on the Commencement
Date. However, the final Lease Year may contain less than twelve
(12) months due to expiration or sooner termination of the Term. The
Tenant agrees that its covenant to pay rent, Operating Costs and all
other sums due under this Lease is an independent covenant and that
all such amounts are payable without counterclaim, set-off,
deduction, abatement, or reduction whatsoever, except as expressly
provided for in this Lease.
4.2 Minimum Rent. Subject to any escalation which may be provided for in
this Lease, the Tenant shall pay Minimum Rent for the Term in the
initial amount specified in the Lease Summary, which, except for the
first installment, shall be payable throughout the Term in equal
monthly installments on the first day of each calendar month of each
year of the Term. Such monthly installments shall be in the amounts
(subject to escalation, if any) specified in the Lease Summary. The
first monthly installment of Minimum Rent shall be due upon
execution of this Lease. The Minimum Rent described above shall be
adjusted at the beginning of the second and each succeeding Lease
Year during the Term of this Lease as provided in the Lease Summary.
4.3 Operating Costs. The Tenant shall pay to the Landlord the Tenant's
proportionate share of the annual Operating Costs, as hereinafter
defined, for each month of the Term. The amount of Operating Costs
payable to the Landlord may be estimated by the Landlord for such
period as the Landlord determines from time to time (not to exceed
twelve (12) months), and the Tenant agrees to pay to the Landlord
the amounts so estimated in equal installments, in advance, on the
first day of each month during such period. Notwithstanding the
foregoing, when bills for all or any portion of Operating Costs so
estimated are actually received by Landlord, the Landlord may xxxx
the Tenant for the Tenant's proportionate share thereof, less any
amount
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previously paid by Tenant to Landlord on account of such item(s) by
way of estimated Operating Costs payments.
Within a reasonable period of time after the end of the period for
which estimated payments have been made, the Landlord shall submit
to the Tenant a statement from the Landlord setting forth the actual
amounts payable by the Tenant based on actual costs. If the amount
the Tenant has paid based on estimates is less than the amount due
based on actual costs, the Tenant shall pay such deficiency within
five (5) days after submission of such statement. If the amount paid
by the Tenant is greater than the amount actually due, the excess
may be retained by the Landlord to be credited and applied by the
Landlord to the next due installments of the Tenant's proportionate
share of Operating Costs, or as to the final Lease Year, provided
Tenant is not in default, Landlord will refund such excess to
Tenant. The Tenant's proportionate share of Operating Costs for the
final estimated period of the Term of this Lease shall be due and
payable even though it may not be finally calculated until after the
expiration of the Term. Accordingly, Landlord shall have the right
to continue to hold Tenant's security deposit following expiration
of the Term until Tenant's share of actual Operating Costs has been
paid.
For purposes of this Lease, Tenants proportionate share shall be a
fraction, the numerator of which is the Gross Rentable Area of the
Premises and the denominator of which is the Gross Rentable Area of
the Building. Tenant's proportionate share is as set forth in the
Lease Summary. The term "Operating Costs" shall mean any amounts
paid or payable whether by the Landlord or by others on behalf of
the Landlord, arising out of Landlord's maintenance, operation,
repair, replacement (if such replacement increases operating
efficiency) and administration of the Building and Common Areas,
including, without limitation:
4.3.1 the cost of all real estate, personal property and other ad
valorem taxes, and any other levies, charges, local
improvement rates, and assessments whatsoever assessed or
charged against the Building and Common Areas, the equipment
and improvements therein contained, and including any amount
assessed or charged in substitution for or in lieu of any
such taxes, excluding only income or capital gains taxes
imposed upon Landlord, and including all costs associated
with the appeal of any assessment on taxes;
4.3.2 the cost of insurance which the Landlord is obligated or
permitted to obtain under this Lease and any deductible
amount applicable to any
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claim made by the Landlord under such insurance;
4.3.3 the cost of security, janitorial, landscaping, garbage
removal, and trash removal services,
4.3.4 the cost of heating, ventilating, and air conditioning, to
the extent incurred with respect to Common Areas or with
respect to any shared systems;
4.3.5 the cost of all fuel, water, electricity, telephone, and any
other utilities used in the maintenance, operation, or
administration of the Building and Common Areas;
4.3.6 salaries, wages, and any other amounts paid or payable for
the personnel involved in the repair, maintenance,
operation, security, supervision, or cleaning of the
Building and Common Areas; and
4.3.7 a reasonable management fee.
4.4 Payment of Personal Property Taxes. Tenant shall pay, when due, all
taxes attributable to the personal property, trade fixtures,
business, occupancy, or sales of Tenant or any other occupant of the
Premises and to the use of the Building by Tenant or such other
occupant.
4.5 Rent Past Due. If any Payment due from Tenant shall be overdue, a
late charge of five (5%) percent of the delinquent sum may be
charged by Landlord. If any payment due from Tenant shall remain
overdue for more than fifteen (15) days, an additional late charge
in an amount equal to the lesser of the highest rate permitted by
law or one and one-half (1.5% percent per month or eighteen (18%)
percent per annum) of the delinquent amount may be charged by
Landlord, such charge to be computed for the entire period for which
the amount is overdue and which shall be in addition to and not in
lieu of the five (5%) percent late charge or any other remedy
available to Landlord.
4.6 Security Deposit. The Landlord acknowledges receipt of a security
deposit in the amount specified on the Lease Summary to be held by
the Landlord, without any liability for interest thereon, as
security for the performance by the Tenant of all its obligations
under this Lease. Landlord shall be entitled to commingle the
security deposit with Landlord's other funds. If Tenant should
default in any of its obligations under this Lease, the Landlord may
at its option, but without prejudice to any other rights which the
Landlord
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may have, apply all or part of the security deposit to compensate
the Landlord for any loss, damage, or expense sustained by the
Landlord as a result of such default. If all or any part of the
security deposit should be so applied, then the Tenant shall restore
the security deposit to its original amount on demand of the
Landlord. Subject to the provisions of section 4.3, within thirty
(30) days following termination of this Lease, if the Tenant is not
then in default, the security deposit will be returned by the
Landlord to the Tenant.
4.7 Landlord's Lien. To secure the payment of all rent and other sums of
money due and to become due hereunder and the faithful performance
of this Lease by Tenant, Tenant hereby gives to Landlord an express
first and prior contract lien and security interest on all property
now or hereafter acquired (including fixtures, equipment, chattels,
and merchandise which may be placed in the Premises) and also upon
all proceeds of any insurance which may accrue to Tenant by reason
of destruction of or damage to any such property. Such property
shall not be removed therefrom without the written consent of
Landlord until all arrearages in rental and other sums of money then
due to Landlord hereunder shall first have been paid. All exemption
laws are hereby waived in favor of said lien and security interest.
This lien and security interest is given in addition to Landlord's
statutory lien and shall be cumulative thereto. Landlord shall, in
addition to all of its rights hereunder, have all of the rights and
remedies of a secured party under the Florida Uniform Commercial
Code. To the extent permitted by law, this Lease shall constitute a
security agreement under Article 9 of the Florida Uniform Commercial
Code.
5 USE OF PREMISES.
5.1 Permitted Use. The Premises shall be used and occupied only for the
use specified in the Lease Summary. Tenant shall carry on its
business on the Premises in a reputable manner and shall not do,
omit to do, permit, or suffer to be done or exist upon the Premises
anything which shall result in a nuisance, hazard, or bring about a
breach of any provision of this Lease or any applicable municipal or
other governmental law or regulation. Tenant shall observe all
reasonable rules and regulations established by Landlord from time
to time for the Building. The rules and regulations in effect as of
the date hereof are attached to and made a part of this Lease as
Exhibit "C." The names for the Building, which the Landlord may from
time to time adopt, and every name or xxxx adopted by the Landlord
in connection with the Building shall be used by the Tenant only in
association with the business carried on in the Premises during the
Term and the Tenant's use thereof shall
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be subject to such regulation as the Landlord may, from time to
time, impose.
5.2 Compliance with Laws. The Premises shall be used and occupied in a
safe, careful, and proper manner so as not to contravene any
governmental or quasi-governmental laws, regulations, or orders, or
the requirements of the Landlord's or Tenant's insurers which may be
in effect from time to time throughout the Term of the Lease. If,
due to the Tenant's use of the Premises, repairs, improvements, or
alterations should become necessary to comply with any of the
foregoing, then the Tenant shall pay the entire cost thereof.
5.3 Signs. Except with the prior written consent of the Landlord, the
Tenant shall not erect, install, display, inscribe, paint, or affix
any signs, lettering, or advertising medium upon or above any
exterior portion of the Premises. Landlord, at its expense, will
provide one building standard identification sign outside the
principal entry to the Premises and will provide space on a
directory in the Building lobby.
5.4 Environmental Provisions. Tenant warrants and represents that it
will not use or employ the Landlord's and/or the Building property's
facilities, equipment, or services to handle, transport, store,
treat, or dispose of any hazardous waste or hazardous substance,
whether or not it has generated or produced same on the Premises.
Tenant further warrants and represents that any activity on or
relating to the Premises shall be conducted in full compliance with
all applicable laws. Tenant agrees to defend, indemnify, and hold
harmless Landlord against any and all claims, costs, expenses,
damages, liability, and the like, which Landlord may hereafter be
liable for, suffer, incur, or pay arising under any applicable laws
which may result from or arise out of any breach of the warranties
and representations by Tenant contained in this section 5.4, or out
of any act, activity, violation of any applicable laws by Tenant,
its agents, employees, or assigns. Tenant's liability under this
section 5.4 shall survive the expiration of any termination of this
Lease.
6 ACCESS AND ENTRY.
6.1 Right of Examination. The Landlord shall be entitled at all
reasonable times, and upon reasonable notice (but no notice shall be
required in emergencies) to enter the Premises to examine them; to
make such repairs, alterations, or improvements thereto as the
Landlord considers necessary or reasonably desirable; to have access
to underfloor facilities and access panels to mechanical shafts and
to check, calibrate, adjust and balance controls and other parts of
the heating, air conditioning, ventilating, and meter control
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systems. The Landlord reserves to itself the right to install,
maintain, use, and repair pipes, ducts, conduits, vents, wires, and
other installations leading in, through, over, or under the Premises
and for this purpose, the Landlord may take all material into and
upon the Premises which is required therefore. The Tenant shall not
unduly obstruct any pipes, conduits, or mechanical or other
electrical equipment so as to prevent reasonable access thereto. The
Landlord reserves the right to use all exterior walls and roof area.
The Landlord shall exercise its rights under this section, to the
extent possible in the circumstances, in such manner so as to
minimize interference with the Tenant' s use and enjoyment of the
Premises.
6.2 Right to Show Premises. The Landlord and its agents have the right
to enter the Premises at all reasonable times and upon reasonable
notice to show them to prospective purchasers, lenders, or anyone
else having a prospective interest in the Building, and, during the
last six (6) months of the Term (or the last six (6) months of any
renewal term if this Lease is renewed) to show them to prospective
tenants.
7 MAINTENANCE, REPAIRS, AND ALTERATIONS.
7.1 Maintenance and Repairs by Landlord. The Landlord covenants to keep
the following in good repair as a prudent owner:
7.1.1 the structure of the Building including exterior walls and
roof;
7.1.2 the mechanical, electrical, HVAC and other base building
systems (except such as may be installed by or be the
property of the Tenant or as may be serving only the
Premises), and
7.1.3 the entrances, sidewalks, corridors, parking areas and other
facilities that, from time to time, may comprise the Common
Areas. So long as the Landlord is acting in good faith, the
Landlord shall not be responsible for any damages caused to
the Tenant by reason of failure of any equipment or
facilities serving the Building or delays in the performance
of any work for which the Landlord is responsible pursuant
to this Lease. Notwithstanding any other provisions of this
Lease, if any part of the Building is damaged or destroyed
or requires repair, replacement, or alteration as a result
of the act or omission of the Tenant, its employees, agents,
invitees, licensees, or contractors, the Landlord shall have
the right to perform same, and the cost of such repairs,
replacement or alterations shall be paid by the Tenant to
the Landlord upon demand. In addition, if, in an emergency,
it shall
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become necessary to make promptly any repairs or
replacements required to made by Tenant, Landlord may enter
the Premises and proceed forthwith to have such repairs or
replacements made and pay the costs thereof. Upon demand,
Tenant shall reimburse Landlord for the cost of making such
repairs or replacements.
7.2 Maintenance and Repairs by Tenant. The Tenant shall, at its sole
cost, repair or maintain the Premises (including, without
limitation, floor and wall coverings, electric light bulbs and tubes
and tube casings) exclusive of base building mechanical and
electrical systems, all to a standard of a first class office
building, with the exception only of those repairs which are the
obligation of the Landlord pursuant to this Lease. All repairs and
maintenance performed by the Tenant in the Premises shall be
performed by contractors or workmen designated or approved by the
Landlord. At the expiration or earlier termination of the Term, the
Tenant shall surrender the Premises to the Landlord in as good
condition and repair as the Tenant is required to maintain the
Premises throughout the Term.
7.3 Approval of Tenant's Alterations. No alterations (including, without
limitation, repairs, replacements, additions, or modifications to
the Premises by Tenant) other than cosmetic alterations which are
interior and nonstructural, shall be made to the Premises without
the Landlord's written approval, which, as to exterior or structural
alterations may be withheld in the Landlord's sole discretion. Any
alterations by Tenant shall be performed at the sole cost of the
Tenant, by contractors and workmen approved by Landlord in a good
and workmanlike manner, and in accordance with all applicable laws
and regulations.
7.4 Removal of Improvements and Fixtures. All Leasehold improvements and
fixtures (other than those which can be removed without damage to
the Premises), at the expiration of the Term or upon earlier
termination of this Lease, shall become the Landlord's property.
During the Term, in the usual course of its business, the Tenant may
remove its trade fixtures, provided the Tenant is not in default
under this Lease. Tenant shall, at the expiration or earlier
termination of the Term, at its sole cost, remove such of the
leasehold improvements (except for improvements installed by
Landlord prior to the Commencement Date) and trade fixtures in the
Premises as the Landlord shall require to be removed and restore the
Premises to the condition that existed prior to Tenants installation
of such fixtures. The Tenant shall, at its own expense, repair any
damage caused to the Building or the Premises by such removal. If
the Tenant does not remove its trade fixtures at the expiration or
earlier termination of the Term, the trade fixtures shall, at the
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option of the Landlord, either be removed by Landlord at the expense
of the Tenant or become the property of the Landlord and may be
removed from the Premises and sold or disposed of by the Landlord in
such manner as it deems advisable without any accounting to Tenant.
7.5 Liens. The Tenant shall promptly pay for all materials supplied and
work done in respect of the Premises so as to ensure that no lien is
recorded against any portion of the Building or against the
Landlord's or Tenant's interest therein. If a lien should be so
recorded, the Tenant shall discharge it promptly by payment or
bonding. If any such lien against the Building or Landlord's
interest therein is recorded and not discharged by Tenant as above
required within fifteen (15) days following recording, the Landlord
shall have the right to remove such lien by bonding or payment and
the cost thereof shall be paid immediately by Tenant to Landlord.
Landlord and Tenant expressly agree and acknowledge that no interest
of Landlord in the Premises or the Building shall be subject to any
lien for improvements made by Tenant in or for the Premises, and the
Landlord shall not be liable for any lien for any improvements made
by Tenant. Such liability is expressly prohibited by the terms of
this Lease. In accordance with applicable laws of the State of
Florida, Landlord has filed in the public records of Palm Beach
County, Florida, a public notice containing a true and correct copy
of this paragraph; and, Tenant hereby agrees to inform all
contractors and materialmen performing work in or for or supplying
materials to the Premises of the existence of said notice.
7.6 Services; Utilities. Landlord shall, as part of Operating Costs,
furnish the Premises with the following services in the manner that
such services are provided to comparable office buildings in the
area:
7.6.1 electricity for lighting and for the operation of office
machines;
7.6.2 heating, ventilation and air conditioning ("HVAC") to the
extent reasonably required for the comfortable occupancy by
the Tenant in its use of the Premises during the period on
weekdays, Monday through Friday, from 8:00 a.m. to 6:00
P.M., except for holidays declared by the federal government
or such shorter periods as may be prescribed by any
applicable policies or regulations adopted by any utility or
governmental agency;
7.6.3 elevator service;
7.6.4 rest room supplies;
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7.6.5 window washing with reasonable frequency;, and
7.6.6 daily janitor service Monday through Friday
HVAC service for common areas at times other than 8:00 a.m. to 6:00
p.m., Monday through Friday shall be provided by Landlord, at
Tenant's expense, upon written request by Tenant delivered to
Landlord prior to 1:00 p.m. at least one (1) business day in advance
of the date for which such service is needed. In addition, Landlord
shall provide security to the Building in the manner required by
this Lease. The Tenant shall pay to the Landlord, or as the Landlord
directs, all gas, electricity, water, and other utility charges
applicable to the Premises as separately metered or, if not so
metered, as part of Tenant's proportionate share of Operating Costs.
8 INSURANCE AND INDEMNITY.
8.1 Tenant's Insurance. The Tenant shall, throughout the Term (and any
other period when Tenant is in possession of the Premises), maintain
at its sole cost the following insurance:
8.1.1 All risks property insurance. Such policy shall name the
Tenant and the Landlord as insured parties, containing a
waiver of subrogation rights which the Tenant's insurers may
have against the Landlord and against those for whom the
Landlord is in law responsible including, without
limitation, its directors, officers, agents, and employees,
and (except with respect to the Tenant's chattels)
incorporating a standard New York mortgagee endorsement
(without contribution). Such insurance shall insure property
of every kind owned by the Tenant in an amount not less than
the full replacement cost thereof (new), with such cost to
be adjusted not less than annually.
8.1.2 Comprehensive general liability insurance. Such policy shall
contain inclusive limits per occurrence of not less than the
amount specified in the Lease Summary; provide for
cross-liability; and include the Landlord and any mortgagee
of Landlord as additional insureds.
8.1.3 Worker's compensation and employer's liability insurance.
Such policy(ies) shall be in compliance with applicable
legal requirements.
Any other form of insurance which the Tenant or the Landlord, acting
reasonably, should require, from time to time, in such form and
amount, and
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for risks against which a prudent tenant would insure. All policies
referred to above shall be
8.1.4 taken out with insurers licensed to do business in Florida
and reasonably acceptable to the Landlord;
8.1.5 be in a form reasonably satisfactory to the Landlord;
8.1.6 be non-contributing with, and shall apply only as primary
and not as excess to any other insurance available to the
Landlord or any mortgagee of Landlord;
8.1.7 contain an undertaking by the insurers to notify the
Landlord by certified mail not less than thirty (30) days
prior to any material change, cancellation, or termination,
and
8.1.8 with respect to subsection 8.1., contain replacement cost,
demolition cost and increased cost of construction, and
endorsements.
Certificates of insurance on the Landlord's standard form (if
provided by Landlord), or, if required by a mortgagee, copies of
such insurance policies certified by an authorized officer of
Tenant's insurer as being complete and current shall be delivered to
the Landlord promptly upon request. If the Tenant has to take out or
keep in force any insurance referred to in this section 8.1 or
should any such insurance not be approved by either the Landlord or
any mortgagee, and the Tenant does not commence and continue
diligently to cure such default within forty-eight (48) hours after
written notice by the Landlord to the Tenant specifying the nature
of such default, then the Landlord shall have the right, without
assuming any obligation in connection therewith, to effect such
insurance at the sole cost of the Tenant and all outlays by the
Landlord shall be paid by the Tenant to the Landlord without
prejudice to any other rights or remedies of the Landlord under this
Lease. The Tenant shall not keep or use in the Premises any article
which may be prohibited by any fire or casualty insurance policy in
force from time to time covering the Premises or the Building.
8.2 Loss or Damage. The Landlord shall not be liable for any death or
injury arising from or out of
8.2.1 any occurrence in, upon, at, or relating to the Building or
damage to property of the Tenant or of others located on the
Premises or elsewhere in the building, or
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8.2.2 any loss of or damage to any property of the Tenant or
others,
from any cause whatsoever, including those caused by Landlord's
negligence, UNLESS SUCH DEATH, INJURY, LOSS, OR DAMAGE SHOULD BE
PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE LANDLORD. Without limiting the generality of the foregoing, the
Landlord shall not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, falling
ceiling tile, falling fixtures, steam, gas, electricity, water,
rain, flood, or leaks from any part of the Premises or from the pipe
sprinklers, appliances, plumbing works, roof, windows, or subsurface
of any floor or ceiling of the Building or from the street or any
other place or by dampness, or by any other cause whatsoever.
The Tenant agrees to indemnify the Landlord and hold it harmless
from and against any and all loss including loss of Minimum Rent and
Operating Costs payable in respect to the Premises, claims, actions,
damages, liability, and expense of any kind whatsoever (including
attorneys' fees and costs at all tribunal levels), arising from any
occurrence in, upon, or at the Premises, or the occupancy, use, or
improvement by the Tenant or its agents or invitees of the Premises
or any part thereof, or occasioned wholly or in part by any act or
omission of the Tenant, its agents, employees and invitees or by
anyone permitted to be on the Premises by the Tenant, or resulting
from any cause whatsoever including, but not limited to, the
negligence of Landlord UNLESS SUCH LOSS SHOULD BE PROXIMATELY CAUSED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD.
8.3 Landlord's Insurance. Throughout the Term, the Landlord shall carry:
8.3.1 "all risks" insurance on the Building and the machinery and
equipment contained therein or servicing the Building and
owned by the Landlord (excluding any property with respect
to which the Tenant and other tenants are obliged to insure
pursuant to section 8.1 or similar sections of their
respective leases);
8.3.2 public liability and property damage insurance, with respect
to the Landlord's operations in the Building; and
8.3.3 such other forms of insurance as the Landlord or its
mortgagee reasonably considers advisable. Such insurance
shall be in such reasonable amounts and in such reasonable
deductions as would be
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carried by a prudent owner of a similar building, having
regard to size, age, and location.
9 DAMAGE AND DESTRUCTION
9.1 Damage to Premises. If the Premises are partially destroyed due to
fire or other casualty, the Landlord shall diligently repair the
Premises, to the extent of its obligations under section 7.1, and
Minimum Rent shall xxxxx proportionately to the portion of the
Premises, if any, rendered untenantable from the date of the
destruction or damage until the Landlord's repairs have been
substantially completed. If the Premises are totally destroyed due
to fire or other casualty, the Landlord shall diligently repair the
Premises only to the extent of its obligations pursuant to section
7.1; and, Minimum Rent shall xxxxx entirely from the date of
destruction or damage to such date which is the earlier of the date
tenantable, or thirty (30) days after Landlord's repairs have been
substantially completed. Upon being notified by the Landlord that
the Landlord's repairs have been substantially completed, the Tenant
shall diligently perform all other work required to fully restore
the Premises for use in the Tenants business, in every case at the
Tenant' s cost and without any contribution to such cost by the
Landlord, whether or not the Landlord has at any time made any
contribution to the cost of supply, installation, or construction of
leasehold improvements in the Premises. Tenant agrees that during
any period of reconstruction or repair of the Premises, it will
continue the operation of its business, within the Premises to the
extent practicable. If all or any part of the Premises shall be
damaged by fire or other casualty and the fire or other casualty is
caused by the fault of neglect of Tenant or Tenant's agents, guests,
or invitees, then Minimum Rent and all other charges shall not
xxxxx.
9.2 Termination for Damage. Notwithstanding section 9.1, if damage or
destruction that should occur to the Premises or the Building is
such that in the reasonable opinion of the Landlord such
reconstruction or repair cannot be completed within one hundred
twenty (120) days of the happening of the damage or destruction,
then the Landlord may, at its option, terminate this Lease on notice
to the Tenant given within thirty (30) days after such damage or
destruction; and, the Tenant shall immediately deliver vacant
possession of the Premises in accordance with the terms of this
Lease.
10 ASSIGNMENT, SUBLEASES, AND TRANSFERS.
10.1 Transfer by Tenant. The Tenant shall not enter into, consent to, or
otherwise permit any Transfer, as hereinafter defined, without the
prior written consent
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of the Landlord in each instance, which consent shall not be
unreasonably withheld. For purposes of this Lease, "Transfer" means
an assignment of this Lease in whole or in part, a sublease of all
or any part of the Premises, any transaction whereby the rights of
the Tenant under this Lease or to the Premises are transferred to
another, any mortgage or encumbrance of this Lease or the Premises
or any part thereof or other arrangement under which either this
Lease or the Premises become security for any indebtedness or other
obligations; and, if Tenant is a corporation or a partnership, then
"Transfer" shall include the transfer of a controlling interest in
the stock of the corporation or partnership interests, as
applicable. If there is a permitted Transfer, the Landlord may
collect Minimum Rent, Operating Costs and other payments from the
transferee and apply the net amount collected to the rent or other
payments required to be paid pursuant to this Lease; but, in no
event shall acceptance by the Landlord of any payments by a
transferee be deemed a waiver of any provisions hereof regarding
Tenant. Notwithstanding any Transfer, the Tenant shall not be
released from any of its obligations under this Lease. The
Landlord's consent to any Transfer shall be subject to the further
condition that if the sum paid by such transferee to Tenant pursuant
to such Transfer exceeds the Minimum Rent, Operating Costs and other
charges (if any) payable under this Lease, the amount of such excess
shall be paid to the Landlord. If, pursuant to a permitted Transfer,
the Tenant should receive for such Transfer from the transferee,
either directly or indirectly, any consideration other than Minimum
Rent, Operating Costs and other charges payable pursuant to this
Lease, either in the form of cash, goods, or services, then the
Tenant shall, upon receipt thereof, pay to the Landlord an amount
equivalent to such consideration.
10.2 Assent by Landlord. The Landlord shall have the unrestricted right
to sell, lease, convey, or otherwise dispose of the Building or any
part thereof and this Lease or any interest of the Landlord in this
Lease. To the extent that the purchaser or assignee from the
Landlord assumes the obligations of the Landlord under this Lease,
the Landlord shall thereupon and without further agreement be
released of all further liability under this Lease. If the Landlord
sells its interest in the Premises, it shall deliver the security
deposit to the purchaser, and the Landlord will thereupon be
released from any further liability with respect to the security
deposit and its return to the Tenant and the purchaser shall become
directly responsible to Tenant.
11 DEFAULT.
11.1 Defaults. A default by Tenant shall be deemed to have occurred
hereunder, if and whenever:
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11.1.1 any Minimum Rent or Tenant's proportionate share of
Operating Costs is not paid when due whether or not any
notice or demand for payment has been made by the Landlord;
11.1.2 any other charge which is the obligation of the Tenant under
this Lease is in arrears and is not paid within five (5)
days after written demand by the Landlord;
11.1.3 the Tenant should breach any of its obligations in this
Lease (other than the payment of Minimum Rent or Operating
Costs) and the Tenant should fail to remedy such breach
within fifteen (15) days (or such shorter period ds may be
provided in this Lease);
11.1.4 if such breach cannot reasonably be remedied within fifteen
(15) days (or such shorter period), then if the Tenant
should fail to immediately commence to remedy and thereafter
diligently proceed to remedy such breach, in each case after
written notice from the Landlord;
11.1.5 the Tenant should become bankrupt or insolvent;
11.1.6 any of the Landlord's policies of insurance with respect to
the Building should be canceled or adversely changed as a
result of Tenant' s use or occupancy of the Premises; or
11.1.7 the business operated by Tenant in the Premises should be
closed by governmental or court order for any reason.
11.2 Remedies. In the event of any default hereunder by Tenant, then
without prejudice to any other rights which it has pursuant to this
Lease or at law or in equity, the Landlord shall have the following
rights and remedies, which shall be cumulative ind not alternative:
11.2.1 Landlord may cancel this Lease by notice to the Tenant and
retake possession of the Premises for Landlord's account.
Tenant shall then quit and surrender the Premises to
Landlord. Tenant's liability under this section 11.2 of this
Lease shall continue notwithstanding any expiration and
surrender by Tenant, or any re-entry, repossession, or
disposition hereunder by Landlord.
11.2.2 Landlord may enter the Premises as agent of the Tenant to
take possession of any and all property of the Tenant on the
Premises, to
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store such property at the expense and risk of the Tenant or
to sell or otherwise dispose of such property in such manner
as the Landlord may see fit without notice to the Tenant.
Re-entry and removal may be effectuated by summary
dispossession proceedings, by any suitable action or
proceeding, or otherwise. Landlord shall not be liable in
any way in connection with its actions pursuant to this
section, to the extent that its actions are in accordance
with law.
11.2.3 If this Lease should be canceled pursuant to subsection
11.2.1 above, then Tenant shall remain liable (in addition
to accrued liabilities) to the fullest extent legally
permissible for all rent and all of the charges Tenant would
have been required to pay until the date this Lease would
have expired had such cancellation not occurred. Tenant's
liability for rent shall continue notwithstanding re-entry
or repossession of the Premises by Landlord. In addition to
the foregoing, Tenant shall pay to Landlord such sums as the
court which has jurisdiction thereover may adjudge as
reasonable attorneys' fees with respect to any successful
lawsuit or action instituted by Landlord to enforce the
provisions of this Lease.
11.2.4 Landlord may relet all or any part of the Premises for all
or any part of the unexpired portion of the Term of this
Lease or for any longer period, and may accept any rent then
attainable. Landlord may grant any concessions of Rent, and
agree to paint or make any special repairs, alterations, and
decorations for any new Tenant as it may deem advisable in
its sole and absolute discretion. Landlord shall not be
under any obligation either to relet or to attempt to relet
the Premises.
11.2.5 If this Lease should be canceled in accordance with
subsection 11.2.1 above, and Landlord should so elect, the
Minimum Rent and Operating Costs hereunder shall be
accelerated, and Tenant shall pay Landlord damages in the
amount any and all sums which would have been due for the
remainder of the Term.
11.2.6 Landlord may remedy or attempt to remedy any default of the
Tenant under this Lease for the account of the Tenant and to
enter upon the Premises for such purposes. Landlord need not
provide Tenant with any notice of its intention to perform
such covenants unless expressly required by this Lease. The
Landlord shall not be liable to the Tenant for any loss or
damage caused by acts of the Landlord in remedying or
attempting to remedy such default, and the Tenant shall pay
to the
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Landlord all expenses incurred by the Landlord in connection
with remedying or attempting to remedy such default. Any
expenses incurred by Landlord shall accrue interest from the
date of payment by Landlord until the date of repayment by
Tenant at the highest rate permitted by law.
11.3 Costs. The Tenant shall pay to the Landlord on demand the costs
incurred by the Landlord, including attorneys' fees and costs at all
tribunal levels, incurred by the Landlord in enforcing any of the
obligations of the Tenant under this Lease. In addition, upon any
default by Tenant, Tenant shall also be liable to Landlord for the
expenses to which Landlord may be put in re-entering the Premises,
repossessing the Premises, painting, altering, or dividing the
Premises, combining the Premises with an adjacent space for any new
tenant, putting the Premises in proper repair, protecting and
preserving the Premises by placing watchmen and caretakers therein,
reletting the Premises (including attorneys' fees and disbursements,
marshal's and brokerage fees, in so doing); and any other expenses
reasonably incurred by Landlord.
11.4 Additional Remedies; Waiver. The rights and remedies of Landlord set
forth herein shall be in addition to any other right and remedy now
and hereinafter provided by law. All rights and remedies shall be
cumulative and non-exclusive of each other. Any delay or omission by
Landlord in exercising a right or remedy shall not be deemed to
exhaust or impair the Landlord's rights, constitute a waiver of its
rights, or be considered acquiescence by Landlord to a default by
Tenant.
11.5 Default by Landlord. In the event of any default by Landlord,
Tenant's exclusive remedy shall be an action for damages, but prior
to any such action Tenant shall give Landlord written notice
specifying such default with particularity; whereupon, Landlord
shall have a period of thirty (30) days following its actual receipt
of such notice within which to commence an appropriate cure of such
default. Unless and until Landlord should fail to commence and
diligently pursue the appropriate cure of such default after such
notice or complete same within a reasonable period of time, Tenant
shall not have any remedy or cause of action by reason thereof.
Notwithstanding any provision of this Lease, Landlord shall not have
any personal liability, at any time, under this Lease. In the event
of any breach or default by Landlord of any term or provision of
this Lease, Tenant agrees to look solely to the equity or interest
then-owned by Landlord in the Building; and, in no event shall any
deficiency judgment or any money judgment of any kind be sought or
obtained against Landlord.
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12 ESTOPPEL CERTIFICATE; SUBORDINATION
12.1 Estoppel Certificate. Within ten (10) days after written request by
the Landlord, the Tenant shall deliver in a form supplied by the
Landlord, an estoppel certificate to the Landlord as to
12.1.1 the status of this Lease, including whether this Lease is
unmodified and in full force and effect (or, if there have
been modifications, that this Lease is in full force and
effect as modified and identifying the modification
agreements),
12.1.2 the amount of Minimum Rent and Operating Costs then being
paid and the dates to which same have been paid,
12.1.3 whether or not there is any existing or alleged default by
either party with respect to which a notice of default has
been served, or any facts existing which, with the passing
of time or giving of notice, would constitute a default and,
if there is any such default or fact, specifying the nature
and extent thereof, and
12.1.4 any other matters pertaining to this Lease as to which the
Landlord shall request in such certificate.
The Landlord and any prospective purchaser, lender, or ground lessor
shall have the right to rely on such certificate.
12.2 Subordination; Attornment. This Lease and all rights of the Tenant
shall be subject and subordinate to any and all mortgages, security
agreements, or like instruments resulting from any financing,
refinancing of collateral financing (including renewals or
extensions thereof), and to any and all ground leases, made or
arranged by Landlord of its interests in all or any part of the
Building), from time to time in existence against the Building,
whether now existing or hereafter created. Such subordination shall
not require any further instrument to evidence such subordination.
However, on request, the Tenant shall further evidence its agreement
to subordinate this Lease and its rights under this Lease to any and
all documents and to all advances made under such documents. The
form of such subordination shall be made as required by the
Landlord, its lender, or ground lessor. The Tenant shall promptly on
request attorn to any mortgagee, or to the future owner(s) of the
Building, or the purchaser at any foreclosure or sale under
proceedings taken under any mortgage, security agreement, like
instrument
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or ground lease, and shall recognize such mortgagee, owner, or
purchaser as the Landlord under this Lease.
13 USE AND MAINTENANCE OF COMMON AREAS.
13.1 Use and Maintenance of Common Areas. The Tenant and those doing
business with Tenant for purposes associated with the Tenant's
business on the Premises, shall have a nonexclusive license to use
the Common Areas for their intended purposes during normal business
hours in common with others entitled thereto and subject to any
rules and regulations imposed by the Landlord. The Landlord shall
keep the Common Areas in good repair and condition and shall clean
the Common Areas when necessary. Subject to all of the terms,
provisions, covenants, and conditions contained herein, Tenant shall
have the right to use the number of parking spaces indicated in the
Lease Summary in the parking lot which Landlord shall provide for
the use of Tenants of the Building. Landlord shall not be liable for
any damage to automobiles of any nature whatsoever to, or any theft
of automobiles or other vehicles or the contents thereof, while in
or about the parking lots. The Tenant acknowledges that its
non-exclusive right to use any parking facilities forming part of
the Building may be subject to such rules and regulations as
reasonably imposed by the Landlord from time to time. The Tenant
acknowledges that all Common Areas shall at all times be under the
exclusive control and management of the Landlord. For purposes of
this Lease, "Common Areas" shall mean those areas, facilities,
utilities, improvements, equipment and, installations of the
Building which serve or are for the benefit of the tenants of more
than one component of the Building and which are not designated or
intended by the Landlord to be leased, from time to time, or which
are provided or designated from time to time by the Landlord for the
benefit or use of all tenants in the Building, their employees,
customers, and invitees, in common with others entitled to the use
or benefit of same.
13.2 Alterations by Landlord. The Landlord may
13.2.1 alter, add to, subtract from, construct improvements on,
re-arrange, and construct additional facilities in,
adjoining, or proximate to the Building;
13.2.2 relocate the facilities and improvements in or comprising
the Building or erected on the land;
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13.2.3 do such things on or in the Building as required to
comply with any laws, by-laws, regulations, orders,
or directives affecting the land or any part of the
Building; and
13.2.4 do such other things on or in the Building as the
Landlord, in the use of good business judgment
determines to be advisable, provided that
notwithstanding anything contained in this section
13.2, access to the Premises shall be available at
all times. The Landlord shall not be in breach of its
covenants for quiet enjoyment or liable for any loss,
costs, or damages, whether direct or indirect,
incurred by the Tenant due to any of the foregoing.
13.3 Tenant Relocation. Landlord shall have the right, at any time
upon sixty (60) days written notice to Tenant, to relocate
Tenant into other space within the Building comparable to the
Premises. Upon such relocation, such new space shall be deemed
the Premises and the prior space originally demised shall in
all respects be released from the effect of this Lease. If the
Landlord elects to relocate Tenant as above described.
13.3.1 the new space shall contain approximately the same
as, or greater usable area than the original space,
13.3.2 the Landlord shall improve the new space, at
Landlord's sole cost, to at least the standards of
the original space,
13.3.3 the Landlord shall pay the reasonable costs of moving
Tenant's trade fixtures and furnishings from the
original space to the new space,
13.3.4 as total compensation for all other costs, expenses,
and damages which Tenant may suffer in connection
with the relocation, including but not limited to,
lost profit or business interruption, no Minimum Rent
or Operating Costs shall be due or payable for the
first full calendar month of Tenant's occupancy of
the new space, and Landlord shall not be liable for
any further indirect or special expenses of Tenant
resulting from the relocation,
13.3.5 Minimum Rent, Tenant's proportionate share of
Operating Costs, and all other charges hereunder
shall be the same for the new space as for the
original space, notwithstanding that the new space
may be larger than the original space, and
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13.3.6 all other terms of this Lease shall apply to the new space
as the Premises, except as otherwise provided in this
paragraph.
14 CONDEMNATION.
14.1 Total or Partial Taking. If the whole of the Premises, or such
portion thereof as will make the Premises unusable for the purposes
leased hereunder, shall be taken by any public authority under the
power of eminent domain or sold to a public authority under threat
or in lieu of such taking, the Term shall cease as of the day
possession or title shall be taken by such public authority,
whichever is earlier ("Taking Date"), whereupon the rent and all
other charges shall be paid up to the Taking Date with a
proportionate refund by Landlord of any rent and all other charges
paid for a period subsequent to the Taking Date. If less than the
whole of the Premises, or less than such portion thereof as will
make the Premises unusable for the purposes leased hereunder, the
Term shall cease only as to the part so taken as of the Taking Date,
and Tenant shall pay rent and other charges up to the Taking Date,
with appropriate credit by Landlord (toward the next installment of
rent due from Tenant) of any rent or charges paid for a period
subsequent to the Taking Date. Minimum Rent, Operating Costs and
other charges payable to Landlord shall be reduced in proportion to
the amount of the Premises taken.
14.2 Taking For Temporary Use. If there is a taking of the Premises for
temporary use, this Lease shall continue in full force and effect
and Tenant shall continue to comply with Tenant's obligations under
this Lease, except to the extent compliance shall be rendered
impossible or impracticable by reason of the taking. Minimum Rent
and other charges payable to Landlord shall be reduced in proportion
to the amount of the Premises taken for the period of such temporary
use.
14.3 Award. All compensation awarded or paid upon a total or partial
taking of the Premises or Building including the value of the
leasehold estate created hereby shall belong to and be the property
of Landlord without any participation by Tenant. Tenant shall not
have any claim to any such award based on Tenant's leasehold
interest. However, nothing contained herein shall be construed to
preclude Tenant, at its cost, from independently prosecuting any
claim directly against the condemning authority in such condemnation
proceeding for damage to, or cost of removal of, stock, trade
fixtures, furniture, and other personal property belonging to
Tenant; provided, however, that no such claim shall diminish or
otherwise adversely affect Landlord's award or the award of any
mortgagee.
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15 GENERAL PROVISIONS.
15.1 Delay. Except as expressly provided in this Lease, whenever the
Landlord or Tenant is delayed in the fulfillment of any obligation
under this Lease, other than the payment of Minimum Rent, Operating
Costs, or other charges, by an unavoidable occurrence which is not
the fault of the party delayed in performing such obligation, then
the time for fulfillment of such obligation shall be extended during
the period in which such circumstances operate to delay the
fulfillment of such obligation.
15.2 Holdover tenancy. If the Tenant should remain in possession of the
Premises after the end of the Term without having executed and
delivered a new lease or an agreement extending the Term, there
shall not exist any tacit renewal of this Lease or the Term; and,
the Tenant shall be deemed to be occupying the Premises as a Tenant
from month-to-month at a monthly Minim um Rent payable in advance on
the first day of each month equal to twice the monthly amount of
both Minimum Rent and Operating Costs payable during the last month
of the Term, and otherwise upon the same terms as are set forth in
this Lease, so far as they are applicable to a monthly tenancy.
15.3 Waiver, Partial Invalidity. If either the Landlord or Tenant should
excuse or condone any default by the other of any obligation under
this Lease, this shall not constitute a waiver of such obligation in
respect of any continuing or subsequent default; and in no event
shall any waiver be implied. All of the provisions of this Lease are
to be construed as covenants even though not expressed as such. If
any such provision is held or rendered illegal or unenforceable,
then it shall be considered separate and severable from this Lease
and the remaining provisions of this Lease shall remain in force and
effect to bind the parties as though the illegal or unenforceable
provision had never been included in this Lease.
15.4 Recording. Neither the Tenant nor anyone claiming under the Tenant
shall record this Lease or any memorandum hereof in any public
records without the prior written consent of the Landlord.
15.5 Notices. In every case where, under the provisions of this Lease, it
shall be necessary or desirable for Landlord to give to or serve
upon Tenant any notice or demand, it shall be sufficient for
Landlord
15.5.1 to deliver or cause to be delivered to Tenant at the
Premises a written or printed copy of such notice or demand,
or
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15.5.2 to send a written or printed copy of such notice or demand
by certified mail, return receipt requested postage prepaid,
addressed to Tenant at the Premises, or
15.5.3 to leave a written or printed copy of said notice or demand
upon the Premises, or to post the same upon the door leading
into the Premises.
15.6 Attorney's Fees. Tenant agrees to pay all attorney's fees and
expenses of Landlord incurred in enforcing any of the obligations of
Tenant under this Lease or in any negotiation in which Landlord
shall, without his fault, become involved through or on account of
this Lease. If either party or the broker named herein (if any)
brings an action to enforce the terms hereby or declare rights
hereunder, the party awarded the net judgment in any such action on
trial or appeal shall be entitled to reasonable attorney's fees to
be paid by the losing party as fixed by the court.
15.7 Locks; Keys. No additional locks shall be placed upon any doors of
the Premises or of the Building; and, Tenant will not permit any
duplicate keys to be made. All necessary keys will be furnished by
Landlord, but if more than two keys for any door lock shall be
desired, the additional number must be paid for by Tenant. Upon the
termination of this Lease, Tenant shall surrender to Landlord all
keys to the premises.
15.8 Authority. If Tenant is a corporation, trust, or general or limited
partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duty authorized to
execute and deliver this Lease on behalf of said entity. If Tenant
is a corporation, trust, or partnership, Tenant shall, within thirty
(30) days after execution of this Lease, deliver to Landlord
evidence of such authority satisfactory to Landlord.
15.9 Conflict. Any conflict between the printed provisions of this Lease
and typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions provided such is signed by the
party against whom enforcement is sought.
15.10 Brokerage. Tenant and Landlord acknowledge that they have not dealt,
consulted or negotiated with any real estate broker, sales person or
agent other than the Broker, if any, set forth in Section 1.1.21 of
the Lease and each party hereby agrees to indemnify and hold
harmless the other from and against any and all loss and liability
resulting from or arising out of any claim that the indemnifying
party has dealt or negotiated with any other real estate broker,
sales person or agent in connection with this Lease.
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15.11 Entire Agreement. Tenant agrees that Landlord has not made any
statement, promise or agreement, or taken upon itself any engagement
whatsoever, verbally or in writing, in conflict with the terms of
this Lease, or which in any way modifies, varies, alters, enlarges
or invalidates any of its provisions. This Lease sets forth the
entire understanding between Landlord and Tenant, and shall not be
changed, modified or amended except by an instrument in writing
signed by the party against whom the enforcement of any such change,
modification or amendment is sought. The covenants and agreements
herein contained shall bind, and the benefit and advantages herein
shall inure to the respective heirs, legal representatives,
successors and assigns of Landlord and Tenant. Whenever use, the
singular number shall include the plural and the plural shall
include the singular and the use of any gender shall include all
genders. The headings set forth in this Lease are for ease of
reference only and shall not be interpreted to modify or limit the
provisions hereof.
15.12 Governing law; time of essence. This Lease shall be construed in
accordance with the laws of the State of Florida. Time is of the
essence in the performance of all obligations under this Lease.
15.13 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 over time.
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 one's county public
health unit.
15.14 Successors; joint and several liability. The rights and liabilities
created by this Lease extend to and bind the successors and assigns
of the Landlord and the heirs, executors, administrators, and
permitted successors and assigns of the Tenant. No rights, however,
shall inure to the benefit of any transferee unless such Transfer
complies with the provisions of Section 10 above. If there is at any
time more than one Tenant or more than one person constituting the
Tenant, their covenants shall be considered to be joint and several
and shall apply to each and every one of them.
15.15 Captions and Section Numbers. The captions, section numbers, article
numbers and table of contents appearing in this Lease are inserted
only as a matter of convenience and in no way affect the substance
of this Lease.
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15.16 Extended meanings. The words "hereof," "hereto," "hereunder," and
similar expressions used in this Lease relate to the whole of this
Lease and not only to the provisions in which such expressions
appear. This Lease shall be read with all changes in number and
gender as may be appropriate or required by the context. Any
references to the Tenant includes, when the context allows, the
employees, agents, invitees, and licensees of the Tenant and all
others over whom the Tenant might reasonably be expected to exercise
control. This Lease has been fully reviewed and negotiated by each
party and its counsel and shall not be more strictly construed
against either party.
15.17 No Partnership. Nothing in this Lease shall create any relationship
between the parties other than that of lessor and lessee; and,
nothing in this Lease shall be deemed to imply or infer that the
Landlord is a partner of, joint venturer with or member of a common
enterprise with the Tenant.
15.18 Quiet Enjoyment. If the Tenant pays rent and other charges and fully
observes and performs all of its obligations under this Lease, the
Tenant shall be entitled to peaceful and quiet enjoyment of the
Premises for the Term without interruption or interference by the
Landlord or any person claiming through the Landlord.
15.19 Waiver of Trial by Jury. LANDLORD AND TENANT HEREBY KNOWINGLY,
IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS
TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM BASED ON THIS LEASE OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS LEASE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN
CONNECTION WITH THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY
PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LANDLORD
AND TENANT TO ENTER INTO THIS LEASE.
15.20 [End of Lease terms; signature Page follows]
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