ADDENDUM TO LEASE AGREEMENT
This Addendum to Lease Agreement is made this 23rd day of September, 1996, to
that certain Agreement of Lease, dated the 22nd day of July, 1996, by and
between Tampa 1 Associates, Ltd., a Florida corporation, (the "Landlord") and
Affinity Entertainment, Inc., a Florida corporation, (the "Tenant") for office
space commonly known as Palm Lake Phase I (the "Lease").
WHEREAS, Tenant wished to extend the commencement date of the Lease from
September 1, 1996 to October 1, 1996;
WHEREAS, Landlord is willing to extend the commencement of the Lease to October
1, 1996; and
WHEREAS, the parties wish to reduce their agreement concerning the Lease to
writing.
NOW THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties hereby agree as follows:
1. The above and foregoing recitals are true and correct and are
incorporated herein by reference.
2. The commencement date under the Lease is hereby extended to begin
October 1, 1996.
3. The Lease shall remain in full force and effect, except as otherwise
modified in this Addendum. In the event of any
conflict between this Addendum and the Lease, the provisions of this Addendum
shall control.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
execution date shown below their respective signature.
WITNESSES: LANDLORD:
TAMPA 1 ASSOCIATES, LTD.
By: XXXXX PARTNERS LIMITED
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Its: General Partner
By: SPL FLORIDA, INC.
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Its: General Partner
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Its: President
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Executed by Landlord on the 27 day of September, 199___.
WITNESSES: TENANT:
AFFINITY ENTERTAINMENT, INC.
/s/ C. Xxx XxXxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Its: President
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Executed by Landlord on the 23rd day of September, 199___.
LEASE AGREEMENT
THIS LEASE made this 22 day of July , 1996 , by and between TAMPA I
ASSOCIATES,LTD., a Florida limited partnership ("Landlord" and AFFINITY
ENTERTAINMENT, INC., a Delaware corporation (Tenant ).
WITNESSETH:
ARTICLE I
Demise and Use
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l.1 Upon the terms and conditions hereinafter set forth, Landlord does
hereby demise and lease to Tenant, and Tenant does hereby hire and take from
Landlord, the premises as described in Exhibit A attached hereto and made a part
hereof, consisting of approximately 5,674 rentable square feet on the 3rd Floor,
Suite 370, in the Building (hereinafter defined) erected on land (hereinafter
referred to as the "Land") located in the City of Tampa and County of
Hillsborough, State of Florida, the Land being more particularly described in
Exhibit B attached hereto and made a part hereof. No easement for light or air
is included in the Demised Premises.
1.2 Except as otherwise expressly provided in this Lease, all the
outside walls of the Demised Premises (as hereinafter defined) are expressly
reserved to Landlord, and access to any space in the Demised Premises used for
shafts, stacks, pipes, conduits, ducts, electricity or other utilities, sinks or
other building facilities, and the use thereof as well as access thereto through
the Demised Premises for the purpose of operation, maintenance, decoration and
repair, shall be made available to Landlord in a manner consistent with Article
XIX, below.
1.3 Tenant may use the Demised Premises for its offices and for the
conduct of general business activities, which uses shall be consistent and
compatible with the general occupancy and character of the Building, and for no
other purpose.
1.4 Nothing in this Lease shall be deemed to constitute Tenant as a
partner or an associate in business with Landlord, or responsible in any way for
the business of Landlord. Tenant shall have no control over or responsibility
for employees of Landlord.
ARTICLE II
Definitions
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2.1 The following terms shall, for all purposes of this Lease, have the
meanings herein specified unless the context otherwise requires. This Article
shall not be construed to limit the general applicability of terms elsewhere
defined in this Lease.
2.2 "Additional Rents" shall mean those amounts, other than Annual Base
Rental as set forth in Section 5.1 of this Lease, payable by Tenant to Landlord
in connection with this Lease, including but not limited to Operating Expense
Differential pursuant to Section 6. 1, cost of alterations pursuant to Section
8. 10, cost of electricity pursuant to Article XVIII, cost of extraordinary
services pursuant to Article XXII, and any other amounts payable by Tenant to
Landlord pursuant to the terms hereof.
2.3 "Building" shall mean the office building consisting of not less
than three (3) stories including ground floor, parking garage, and all other
improvements erected by Landlord at Landlord's expense, and located on the Land.
2.4 "Commencement Date" shall mean SEPTEMBER 1, 1996.
2.5 "Demised Premises" shall mean the space described in Exhibit A and
referred to in Section 1.1 of this Lease.
2.6 "Security Deposit" means the sum of SEVEN THOUSAND EIGHT HUNDRED
ONE and 75/100 DOLLARS ($7,801.75) to be deposited with Landlord at the time of
execution hereof.
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2.7 "Holidays" shall mean those days celebrated each calendar year as
New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day, or other national legal holidays.
2.8 "Lease" shall mean this instrument.
2.9 "Normal Business Hours" shall mean from 8:00 a.m. to 6:00 p.m.
weekdays and 8:00 a.m. to 1:00 p.m. Saturdays (Sundays and Holidays excepted).
2.10 "Rentable Area of Tenant" shall mean the total number of square
feet of rentable area of the Demised Premises, which Demised Premises are as set
forth in Exhibit A hereto.
2.11 "Rentable Area of Building" shall mean the total number of square
feet of rentable area on all floors of the Building measured.
2.12 "Land" shall mean that area described in Exhibit B and referred to
in Section 1. 1 of this Lease.
2.13 "Term" shall mean the period described in Section 3. 1.
ARTICLE III
Term
----
3.1 The Term of this Lease shall be THREE (3) years commencing on the
Commencement Date and ending, unless sooner terminated, at Midnight on the last
day of the last full calendar month thereafter, Promptly after the Commencement
Date, Landlord and Tenant will execute an agreement in recordable form
(hereinafter referred to as the "Commencement Date Agreement") stating, among
other things, the commencement and expiration dates of this Lease and the Annual
Base Rent.
ARTICLE IV
INTENTIONALLY OMITTED
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ARTICLE V
Annual Base Rent
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5.1 Tenant agrees to pay to Landlord for the use of the Demised
Premises, from and after the Commencement Date, in lawful money of the United
States, a base annual rental (hereinafter "Annual Base Rent") in the sum of
NINETY-THREE THOUSAND SIX HUNDRED TWENTY-ONE And 00/100 DOLLARS ($93,621.00) for
the first Lease year. Thereafter the Annual Base Rent shall increase to
NINETY-SIX THOUSAND, FOUR HUNDRED FIFTY EIGHT And 00/100 DOLLARS ($96,458.00)
for the second Lease Year and to NINETY-NINE THOUSAND TWO HUNDRED NINETY-FIVE
And 00/100 DOLLARS ($99,295.00) for the third Lease Year. Such Annual Base Rent
shall be payable in equal monthly installments in advance on the first day of
each calendar month throughout each such respective twelve (12) month period.
Payments of Annual Base Rent and Additional Rent shall be delinquent if not paid
to Landlord by the fifth (5th) day of any calendar month ("Delinquent
Payments"). Delinquent Payments shall be subject to a late charge of five
percent (5%) of such Delinquent Payment. Tenant acknowledges that the late
charge is liquidated damages and to defray Landlord's administrative cost's. All
payments shall be made at the office of the Landlord or at such other place as
may, from time to time, be designated by the Landlord in accordance with the
provisions of Article XXIX and shall be made without any set off or counterclaim
whatsoever.
5.2 If the Commencement Date is not on the first day of the month, or
the Lease termination date is not the last day of the month, a prorated
installment of Annual Base Rent and any Additional Rent herein provided for
shall be paid to Landlord at the then current rate for the fractional month
during which the Commencement Date and/or termination date occurs.
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5.3 Tenant agrees to pay or cause to be paid, before delinquency, any
and all sales, privilege or rental taxes (now or hereafter), required by any
governmental body on all Base Rent and Additional Rent hereunder.
ARTICLE VI
Adjustment of Rent
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6.1 If, in any calendar year or partial calendar year during the Term
hereof, the Operating Expenses, as hereinafter defined, of the Building should
exceed SIX AND ONE-HALF Dollars ($6.50) per rentable square foot of Rentable
Area of Building (such excess being hereinafter referred to as the "Operating
Expense Differential"), then, as Additional Rent for that year or partial
calendar year, Tenant shall pay for each square foot of Rentable Area of Tenant
an amount equal to the Operating Expense Differential, all in accordance with
the terms herein.
6.2 At the commencement of this Lease and at or prior to the
commencement of any calendar year during the Term hereof, Landlord may deliver
to Tenant a written estimate of any such Operating Expense Differential (such
estimate being hereinafter referred to as "Estimated Operating Expense
Differential") which may be due hereunder during the year in which this Lease
commences and for any such succeeding year as the case may be, whereupon the
monthly rental for such full or partial calendar year shall be increased by 1/12
of the amount of the Estimated Operating Expense Differential of such year.
6.3 Statements showing the actual Operating Expenses of the Building
and Tenant's share thereof (hereinafter referred to as "Statement of Actual
Adjustment") shall be delivered by landlord to Tenant within a reasonable period
of time after the end of any calendar year in which Estimated Operating Expense
Differential was paid by Tenant or due to Landlord under the provisions hereof.
Within thirty (30) days after the delivery by Landlord to Tenant of such
Statement of Actual Adjustment, Tenant shall pay to Landlord the amount by which
the actual adjustment exceeds the amount paid by Tenant as Estimated Operating
Expense Differential during said previous calendar year, or Landlord shall
credit to Tenant the amount by which the Estimated Operating Expense
Differential exceeded the Statement of Actual Adjustment.
6.4 The computations set forth in this Article shall be made on a
calendar year basis, except if this Lease commences on a day other than the
first day of a calendar year or terminates on a day other than the last day of a
calendar year, in which event the computations shall be made on the basis of the
proportion that the number of days that this Lease was in effect for such
calendar year bears to 365.
6.5 For the purpose of this Lease, Operating Expenses shall mean any
and all costs paid or incurred in a calendar year in connection with the
operation, servicing, maintenance and repair of the Building determined in
accordance with generally accepted accounting principles consistently applied
(on an accrual basis) which shall include, but not be limited to, the following:
(a) All real estate taxes, assessments, governmental levies, county
taxes or any other governmental charge ordinary or extraordinary, unforeseen as
well as foreseen, of any kind or nature whatsoever which are or may be assessed
or imposed upon the Building or Land under the laws of the United States, the
State of Florida, the County of Hillsborough, the City of Tampa or any other
political subdivision of any of the same as a substitute in whole or in part for
taxes payable or hereinafter imposed on the Land or Building or resulting from
or due to any change in method of taxation, or reappraisal or revaluation due to
or resulting from any sale or refinancing of the Building or any interest
therein, but excluding any income, franchise excise, corporation, estate,
inheritance, succession, capital stock or transfer tax levied on Landlord to the
extent that it is not a substitute in whole or in part for real estate taxes.
(b) Compensation provided in the form of wages, salaries and such other
compensation and benefits (including insurance, welfare, retirement, vacation,
holiday, sick pay and other fringe benefits), as well as any adjustment thereto,
for the following classes of employees, employees of agents, or agents of
Landlord performing services rendered in connection with the management,
operation and maintenance of the building:
(i) property manager of the Building;
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(ii) clerical and accounting staff;
(iii) window cleaners, porters, janitors, cleaners, dusters, sidewalk
shovelers, and miscellaneous handymen;
(iv) watchmen, gardeners, caretakers, and persons engaged in
patrolling and protecting the Building;
(v) engineers, firemen, mechanics, electricians, plumbers and persons
engaged in the operating and maintenance of the heating, air
conditioning, ventilating, plumbing, electrical and elevator
systems of the.Building; and
(vi) carpenters, plasterers, painters, and other persons engaged in
connection with the management, operation and maintenance of the
Building.
(c) The uniforms of employees specified in subdivision (b) above and
the cleaning, pressing and replacement thereof.
(d) Payroll taxes, including federal and state employment taxes and
social security taxes and any other such taxes that may exist or be created,
payable in connection with the employment of any of the employees specified in
subdivision (b) above.
(e) Premiums and other charges incurred by Landlord with respect to the
following insurance on employees specified in subdivision (b) above, and on the
Building and if Landlord elects to self-insure some or all of the risks as would
normally be covered by a reasonably prudent operator, an amount deemed to be
equal to the amount which would have been incurred if insurance had been
purchased;
(i) fire, extended coverage, and special extended coverage, including
windstorm, hail, explosion, riot, rioting attending a strike,
civil commotion, aircraft, vehicle and smoke, and all risk;
(ii) landslide, subsidence or other earth movement, flood, surface
water, waves, tidal water or tidal waves, and overflow of streams
or other bodies of water or spray from any of the foregoing, all
whether driven by wind or not, or whether caused by or
attributable to earthquake, landslide, subsidence or other earth
movement;
(iii) public liability;
(iv) elevators;
(v) boiler damage, sprinkler leakage, water damage, legal liability,
and pilferage on Building equipment and materials;
(vi) worker's compensation for the employees specified in subdivision
(b) above;
(vii) health, accident, disability and group life on employees
enumerated in subdivision (b)above as therein qualified; and
(viii)other insurance which a reasonably prudent operator of a
first-class office building would carry or which the holder of
any mortgage affecting the Building or the Building and Land
might require to be carried under the terms of such mortgage.
(f) Costs, premiums, or penalties incurred for electricity, steam, gas,
water or other utilities or fuels required in connection with the operation and
maintenance of the Building, including electricity furnished by Landlord to
tenants of the Building pursuant to Section 18.1
(g) Water and sewer charges.
(h) Repairs or maintenance of the Building and the Land and the cost of
supplies, tools, material and equipment used in connection therewith.
(i) Replacements of tools and equipment.
(j) Charges of any independent contractor incurred in connection with
operating, maintaining or repairing the Building and it appurtenances, including
but not limited to inspection and servicing of elevator, electrical, plumbing
and mechanical equipment; and the furnishing of cleaning and janitorial services
and cost of materials, tools, supplies and equipment used in connection
therewith.
(k) Sales, use and excise taxes on goods and services purchased or
provided by
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Landlord or an agent thereof to properly manage, operate and maintain the
Building.
(l) Taxes levied against and paid by Landlord on rents collected,
excepting taxes levied and paid under the provisions of (a) above or taxes
otherwise an obligation of and to be paid by Tenant pursuant to Section 5.4
hereof.
(m) Taxes levied against and paid by Landlord on Tenant's Work or
personal property of Tenant located in the Demised Premises to the extent
landlord has not otherwise paid for the same under the provisions of (a) above
or Tenant has not directly paid for the same pursuant to Section 8.14.
(n) Vault or tunnel taxes, permits or rentals.
(o) License, permit and inspection fees.
(p) Auditor's fees for public accounting.
(q) Legal fees of outside or special counsel retained by Landlord in
connection with proceedings for the reduction of real estate taxes, labor
relations, or other matters to the extend that the same shall be of general
benefit to all tenants in the Building.
(r) Cost of telephone, telegraph, postage, stationery supplies and
other materials required for routine operation of the property manager's office.
(s) Cost of visitor parking spaces made available by Landlord to
customers, visitors, invitees, etc. of building tenants at a rate per parking
space so made available equal to that monthly rental rate then being quoted to
Building tenants for parking spaces therein.
(t) Association dues and subscriptions.
(u) Any and all management and other fees relating to the operation and
continued occupancy of the Building.
(v) Rest room keys, security passes, directory strips, control cards.
(w) Amortization of capital improvements which will improve Building
operating efficiencies or which may be required by governmental authorities,
with interest at the rate of one percent (1%) per annum in addition to the then
prime interest rate as charged and defined by Chemical Bank of New York on the
unamortized amount.
(x) Such other expenses and costs of any nature whatsoever, whether or
not herein mentioned, which would be construed as an operating expense by a
reasonably prudent operator and in accordance with sound real estate management
practices.
6.6 Notwithstanding anything contained in this Article, no expense
incurred for the following shall be included in Operating Expenses:
(a) Any repairs to the Building including the Demised Premises where
the occurrence causing the damage or loss necessitating repair is reimbursed by
insurance carried by Landlord, or would be reimbursed by insurance as would have
normally been carried by a reasonably prudent operator and for which a charge is
includable under the provisions specified in item (e) above.
(b) Renovating space for new tenants or in renovating space vacated by
any tenant.
(c) Income, capital stock, estate or inheritance taxes payable by
Landlord provided the same shall no have been levied as a substituted for or
supplement to real property taxes.
(d) Cost of utilities charged to and payable by tenants, including
excess electricity pursuant to Section 18.2, and any portion of Landlord's
payroll, material and contract costs of the other services charged to tenants.
(e) Costs incurred by Landlord for tenant's alterations.
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(f) Cost of painting and decorating the premises of other tenants.
(g) Depreciation of the Building.
(h) Cost of capital improvements (except as set forth in Section 6.5(w)
above).
(i) Interest on debt or amortization payments on any mortgage or
mortgages (except as set forth in Section 6.5(w) above).
(j) Ad Valorem or other Taxes on Tenant's Work and personal property of
Tenant within the Demised Premises, to the extent the same has not
been paid by Landlord pursuant to Section 6.5(a), or Tenant has not
directly paid for the same pursuant to Section 8.14.
(k) Any cost of expense of any nature whatsoever which Landlord shall
incur in connection with the operation of the Building which is
specifically reimbursed to the Landlord from any source, charged
directly to the tenant on whose behalf it is incurred (whether or
not the same shall finally be paid), or for which Landlord is
otherwise compensated or recoups such expense by way of set off,
reduction of recovery allowed, or otherwise.
6.7 If at any time during the term of this Lease the occupancy of the
Building is less than one hundred percent (100%) of its capacity, then for the
purposes of this Article, the Operating Expenses per rentable square foot of
Rentable Area of the Building shall nevertheless be computed as if the Building
were one hundred percent (100%) occupied.
6.8 The obligations of Landlord and Tenant under this Article shall
survive the expiration or other termination of this Lease.
6.9 All costs and expenses which Tenant assumes or agrees to pay to
Landlord pursuant to this Lease, including Estimated Operating Expense
Differential pending computation of the Statement of Actual Adjustment
applicable thereto, shall be deemed Additional Rent, and, in the event of
nonpayment, Landlord shall have all rights and remedies herein provided for in
case of nonpayment of rent.
6.10 In no event will the Annual Base Rent be reduced below the amount
in Article V as a result of any adjustments pursuant to this Article.
6.11 Notwithstanding anything contained in this Article VI, any
increase in Operating Expenses resulting from a change in policy or practice in
operation of the Building shall be included in Operating Expenses only if such
change in policy or practice is one which would have been made by a reasonably
prudent operator of a comparable first-class office building.
6.12 Notwithstanding anything contained in this Article VI, Tenant
shall not be responsible for any cumulative increase in "Controllable Operating
Expenses" (as hereinafter defined) in excess of ten percent (10%) each Lease
year as compared to the same Controllable Operating Expenses for the prior Lease
year. As used herein the Controllable Operating Expenses shall be limited to the
following only: cleaning, electrical repairs/maintenance, HVAC repairs, plumbing
repairs/maintenance, general building repairs, grounds maintenance, security and
life safety and administrative (exclusive of property manager).
ARTICLE VII
Assignment, Mortgaging and Subletting
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7.1 Other than as set forth in Section 7.2, Tenant will not, without
prior written consent of Landlord first obtained in each case, which consent may
be arbitrarily withheld, sell, assign, mortgage, deed in trust or transfer this
Lease or sublet all or part of the Demised Premises. Tenant may, however,
without securing Landlord's consent, transfer this Lease or sublet the Demised
Premises in whole or in any part to any successor by consolidation, merger,
purchase of assets or other corporate action, provided that such successor shall
have a net worth as determined in accordance with generally accepted accounting
principles at least equal to the net worth similarly determined for Tenant
immediately prior to such consolidation, merger or the other corporate action.
Each such assignee or transferee shall assume and be
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deemed to have assumed this Lease and shall be and remain liable jointly and
severally with Tenant for the payment of the Annual Base Rental and Additional
Rent and for the total performance of all of the terms, covenants, conditions
and agreements herein contained on Tenant's part to be performed for the Term of
this Lease. No assignment, subletting or other transfer of this Lease shall in
any way relieve Tenant from its obligations under this Lease. No assignment
shall be binding on Landlord unless such assignee shall deliver to Landlord a
counterpart of such assignment and an instrument in recordable form which
contains a covenant of such assumption of obligation by the assignee; but the
failure or refusal of the assignee to execute such instrument of assumption
shall not release or discharge the assignee from its liability as set forth
above. The consent of Landlord to an assignment shall not include the right of
further assignment.
7.2 Other than for subletting permitted pursuant to Section 7. 1, in
the event that at any time or from time to time during the Term of this Lease,
Tenant desires to sublet all or part of the Demised Premises, Tenant shall
notify the Landlord in writing (hereinafter referred to as "Sublet Notice") of
the terms of the proposed subletting and the area so proposed to be sublet and
shall give the Landlord the option to (i) sublet from Tenant such space
(hereinafter referred to as "Sublet Space") at a rental not to exceed the Annual
Base Rent and Additional Rent which Tenant is required to pay to Landlord under
this Lease for the same space or (ii) in the event such proposed subletting is
for the balance of the Term hereof, terminate this Lease as to that area of the
Demised Premises so proposed for subletting, Tenant expressly agreeing to
execute an amendment to this Lease so reducing the Demised Premises. Nothing
herein shall be deemed to create a termination of this Lease in its entirety
unless the proposed sublet space for which Landlord exercises this option to
terminate comprises the entire Demised Premises. Landlord's exercise of either
such option shall be in writing within a period thirty (30) days after receipt
of the Sublet Notice.
In the event Landlord exercises the option to sublet from Tenant, the
term of the subletting from the Tenant to the Landlord for the Sublet Space
leased by Landlord shall be the term set forth in the Sublet Notice, the sublet
rentals shall be the lower of that stated in the Sublet Notice or as set forth
in the preceding paragraph and such subletting shall be on such other terms and
conditions as are contained in this Lease, to the extent applicable; provided,
however, that Landlord shall be permitted the free right of assignment and
sublease for said Sublet Space notwithstanding the provisions of this Article
VII.
If Landlord fails to exercise either such option, and Tenant fails to
complete the sublease set forth in the Sublet Notice within sixty (60) days
after receipt of such Sublet Notice by Landlord, Tenant shall again comply with
all the conditions of this Article VII as if the notice and option hereinabove
referred to had not been given and received,
If Landlord fails to exercise such option and Tenant completes a
sublease with the party set forth in the Sublet Notice within such sixty (60)
day period, the sublease shall be subject to and made upon the following terms:
(a) Any such sublease shall be subject to the terms of this Lease and
no term thereof may extend beyond the expiration of this Lease;
(b) The use to be made of the Sublet Space shall be a legal use and in
keeping with the character and tenant mix of the Building;
(c) The subletting shall not violate any negative covenant as to use
contained in any mortgage, deed of trust or similar instrument of security
affecting the Building;
(d) No sublease shall be valid and no subtenant shall take possession
of the premises subleased until an executed counterpart of such sublease has
been delivered to the Landlord and approved thereby as being in accordance with
the terms hereof; and
(e) No sublessee shall have a right to further sublet or assign.
ARTICLE VIII
Landlord's Work Tenant's Work;
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Tenant Allowance, Alterations
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8.1 Within the Demised Premises, Landlord shall provide, for the
Tenant, the items of construction, facilities, and equipment shown or described
in Exhibit C, attached hereto, excluding, however, alterations, deletions or
other changes to the same resulting from Tenant Plans and included within
Tenant's Work as set forth hereinafter (hereinafter referred to as "Landlord's
Work"). Landlord agrees to
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pay for the Landlord's Work up to the amount of the "Tenant Allowance"
(hereinafter defined). Any cost or expense in excess of the Tenant Allowance
shall be paid for by Tenant, immediately upon demand by Landlord. Landlord's
obligation to perform the Landlord's Work shall be subject to and contingent
upon timely payment by Tenant of any cost or expense in excess of the Tenant
Allowance.
8.2 Tenant, at its expense, will cause to be prepared by its architects
and engineers, which architects and engineers shall be subject to the prior
prompt reasonable approval of Landlord, and shall submit to Landlord, complete
working drawings for tenant improvements within the Demised Premises
(hereinafter referred to as "Tenant Plans"). Tenant Plans shall be in such form,
detail and quantity as may be required for the use of Landlord and the
contractor designated for use of Tenant by Landlord pursuant hereto for
construction purposes and permits. Tenant Plans shall be subject to Landlord's
approval, which approval Landlord (i) will not unreasonably withhold and (ii)
shall be either granted or not granted within ten (10) working days of their
submission to Landlord. If such Tenant Plans are not so approved, Landlord shall
provide Tenant a specific list of objections to said Tenant Plans at the time of
disapproval. Failure of Tenant to submit Tenant Plans to Landlord in time for
Tenant to commence construction of Tenant's Work upon notice of availability of
the Demised Premises for such pursuant to Section 2.4 hereof shall not be a
cause for the extension of the Commencement Date.
8.3 Tenant agrees to reimburse Landlord for Landlord's actual cost of
coordinating Tenant Plans to show any additions to or revisions of the
Landlord's Work.
8.4 In the event that Tenant wishes to substitute its own requirements
for materials or installations different from those specified in Exhibit C,
Landlord will credit to the Tenant's account the actual cost to Landlord of
Landlord's Work not installed, in stock or ordered.
8.5 In order to preserve architectural unity and quality as well as
overall supervision of all tenant improvements within the Building, Landlord
shall promptly upon receipt of Tenant Plans, designate a contractor(s) of
Landlord's choosing for the actual implementation of the work represented by the
Tenant Plans (herein referred to as "Tenant's Work") and Tenant shall contract
with such contractor(s) for Tenant's Work, the expense of which shall be a
direct cost of Tenant in accordance with the terms of said contract. Tenant
hereby agrees that contractor(s) chosen by Landlord are expressly permitted to
be affiliates or otherwise related parties or entities to Landlord; provided
that the cost to Tenant resulting from the use of such affiliates or related
parties shall not exceed such as would be expected to be charged by parties not
so affiliated or related. The cost and expenses of the contractor chosen by
Landlord shall be offset against the Tenant Allowance.
8.6 Landlord and Tenant shall cooperate in the scheduling and
construction of Tenant's Work, and Tenant will not do anything nor fail to do
anything that will cause a delay in the completion of the Building or that will
increase Landlord's cost of construction.
8.7 It shall be the responsibility of Tenant to place firm orders for
communications equipment and its installation with the telephone company and/or
others so as to ensure the completion of Tenant's telephones and other
communications facilities concurrent with Tenant's Work. Failure to have the
Tenant's communications facilities completed shall not be cause for extension of
the Commencement Date.
8.8 Landlord shall provide to Tenant upon Tenant's execution of the
Commencement Date Agreement as set forth in Article III hereof, an allowance up
to the amount of SEVEN DOLLARS $7.00 per rentable square foot of the Demised
Premises. Such allowance shall be hereinafter known as the "Tenant Allowance"
and shall be applied directly by Landlord as a credit against its contract for
Landlord's Work in the Demised Premises. Any direct or indirect cost or expense
in excess of Tenant's allowance incurred in connection with the completion of
Landlord's Work shall pay for by Tenant immediately upon demand by Landlord.
Landlord's obligation to complete Landlord's obligation to complete Landlord's
Work shall be subject to Tenant's timely payment of such excess amounts.
Landlord's obligation to pay Tenant Allowance hereunder shall not be
deemed an obligation to pay Tenant's contractor or any other expenses Tenant may
incur in construction of its Tenant's Work. In addition, Landlord's payment or
failure to pay Tenant Allowance shall not be a cause for the extension of the
Commencement Date.
8.9 In addition to the Tenant's Work set forth hereinabove, Tenant may,
from time to time during the Term of this Lease, upon obtaining Landlord's prior
written consent, which shall not be unreasonably withheld, make such
alterations, additions, substitutions and improvements to the Demised
9
Premises as Tenant may reasonably deem necessary or desirable to adapt the
Demised Premises or any part thereof for its purposes, provided such changes are
not structural in nature, do not adversely affect the electrical equipment or
installations or the outside appearance or strength of the Building and do not
subject other tenants to interference by noise or vibrations or affect the
delivery of electricity or other utility services. Tenant agrees to submit plans
to Landlord for said alterations, additions, substitutions and improvements for
Landlord's approval which landlord will not unreasonably withhold. Landlord
shall arrange and contract for all of such alterations, additions, substitutions
and improvements to be made, and xxxx Tenant periodically for work completed,
such bills to be payable by Tenant to Landlord with five (5) days of being
billed therefor.
8.10 All goods, effects, personal property, business and trade
fixtures, machinery and equipment owned by Tenant or installed at Tenant's
expense, exclusive of Tenant's Work and alterations, additions, substitutions
and improvements pursuant to Section 8.9, in the Demised Premises shall remain
the personal property of Tenant and may be removed by Tenant at any time, and
from time to time, during the term of this Lease provided that any damage caused
by such removal can be totally repaired and Tenant, in removing any of such
property, does in fact repair all damage to the Demised Premises and the
Building caused by such removal.
8.11 Tenant's Work and all alterations, additions, substitutions and
improvements made and installed for Tenant pursuant to Section 8.9, whether at
Tenant's or Landlord's cost, shall be and remain Landlord's property, except
Tenant's furniture, furnishings and trade fixtures. Tenant shall be responsible
for the maintenance of Tenant's Work and all such alterations, additions,
substitutions and improvements pursuant to Section 8.9, and Tenant shall not
remove such without the written consent of Landlord, except that Tenant's
furniture, furnishings and trade fixtures may be removed without such consent.
8.12 All Tenant Plans for original Tenant's Work and for later
alterations, additions, substitutions and improvements shall meet all
governmental codes, regulations, and ordinances applicable to the same.
8.13 At its own expense, Tenant shall cause to be discharged, within
ten (10) days of the filing thereof, any mechanic's lien filed against the
Demised Premises or the Building for work claimed to have been done for, or
material claimed to have been furnished to Tenant. Failure to comply with this
paragraph shall give Landlord the right to pay and discharge such lien by any
means, at Landlord's discretion, and apply all costs in dong so to Tenant as
Additional Rent.
8.14 Tenant agrees to pay or cause to be paid, before delinquency, any
and all taxes levied or assessed and which become payable during the Term upon
Tenant's Work or personal property of Tenant located in the Demised Premises, to
the extent Landlord has not otherwise paid for the same within real estate or
similar taxes on the Building pursuant to Section 6.5(a) or directly pursuant to
Section 6.5(m).
ARTICLE IX
Ordinary Repairs
----------------
9.1 Tenant shall keep the Demised Premises and the Tenant's Work
therein in good order and condition and at its sole cost and expense make all
repairs thereto caused by its negligence, misfeasance or malfeasance or by its
use of the Demised Premises, or any part thereof, in a manner not customary for
general office purposes, or which are not Landlord's obligation pursuant to any
provisions of this Lease, and commit no waste in the Demised Premises or the
Building.
9.2 Landlord shall, at its expense, make all repairs and replacements,
structural and otherwise, necessary or desirable in order to keep in good order
and repair the Landlord's Work in the Building (including the public halls and
stairways, the plumbing and other fixtures and the fixtures in the Demised
Premises, excepting Tenant's trade fixtures, and all plumbing, hardware, wiring
and other equipment for the general supply of water, heat, air conditioning, gas
and electricity, all to the extent included within Landlord's Work) except
repairs hereinabove provided to be made by Tenant and repairs to, or made
necessary by reason of, Tenant's Work or other alterations, additions,
substitutions or improvements made by Tenant. All repairs, restorations or
replacements by either party shall be of a first-class quality and done in a
good workmanlike manner.
9.3 Except as expressly provided otherwise in this Lease, there shall
be no allowance to Tenant or diminution of rent and no liability on the part of
Landlord by reason of inconvenience, annoyance or injury to business arising
from the making of any repairs, alterations, additions, substitutions or
improvements in or to any portion of the Building or the Demised Premises or in
or to the fixtures,
10
appurtenances and equipment thereof provided that in each case such repairs,
alterations, additions, substitutions or improvements are effected in a manner
least likely to result in inconvenience to the Tenant and provided further that
in each case all work done in connection with such repairs, alterations,
additions, substitutions or improvements is done promptly and in a good
workmanlike manner. This provision shall not be construed as to require the
Landlord to do work at overtime rates. If Tenant requests that such work be done
in such a manner or on a schedule requiring overtime payment, Tenant will pay
the excess of the overtime cost over ordinary rates. Landlord agrees to use its
best efforts to do any work done by it in such a manner as not materially to
interfere with or impair Tenant's use of the Demised Premises.
ARTICLE X
Floor Load; Office Equipment; Moving Heavy Equipment
----------------------------------------------------
10.1 Tenant shall not place a load upon any floor of the Demised
Premises which exceeds the floor load per square foot which such floor was
designed to carry. Floor load is stipulated to be seventy (70)pounds per square
foot.
10.2 Business machines and mechanical equipment used by Tenant which
cause noise and/or vibration that may be transmitted to the structure of the
Building or to any rentable space therein to such a degree as to be
objectionable to Landlord or to any tenants in the Building shall be placed and
maintained by the Tenant, at Tenant's expense, in settings of cork, rubber or
spring type noise and/or vibration isolators sufficient to eliminate any such
vibration and/or noise.
10.3 Should Tenant desire to move any heavy or bulky equipment, the
movement of which is regulated by any statute, ordinance, or rule or regulations
of any public authority having jurisdiction, or which require special
arrangements to be made by the Landlord to accommodate such movement, Tenant
shall submit to Landlord notice of the terms and manner in which it proposes to
move such equipment and Landlord shall, with reasonable dispatch, make
appropriate arrangements to accommodate Tenant's intentions and facilitate
such movement of equipment. All such activities will be carried out in full
compliance with the applicable codes, regulations and ordinances of the City of
Tampa and County of Hillsborough and in harmony with the structural design of
the Building.
ARTICLE XI
Laws, Ordinances, and Requirements of Public Authorities
--------------------------------------------------------
11.1 Tenant, at its expense, shall comply with all laws, rules,
regulations, ordinances or orders of Federal, State, County and Municipal
authorities having jurisdiction, and with any lawful direction of any public
officer or officers, which shall impose any duty upon Landlord or Tenant with
respect to the Demised Premises, or the use or occupation thereof, provided such
duty arises from or results from Tenant's failure to comply with Tenant's
covenants in this Lease or from Tenant's negligence or from the use of the
Demised Premises in a manner contrary to the purposes for which the same are
leased to Tenant. Landlord represents and warrants that at the Commencement Date
of this Lease, the Demised Premises, excluding the effect of Tenant Plans, will
be in compliance with all applicable laws, rules, regulations, ordinances,
orders and directions.
11.2 If either Landlord or Tenant should desire to contest the validity
of any such law, rule, regulation, ordinance, order or direction with which
either is obligated to comply, it may, at its expense, carry on such contest;
and noncompliance during such contest shall not constitute a breach of this
Lease provided that the parties so contesting shall indemnify and hold the other
harmless a against the cost of compliance and against all liability for any
loss, damages and expenses (including reasonable attorney's fees) which might
result from or be incurred in connection with such contest or noncompliance;
except that noncompliance shall not continue so as to subject either party to a
reasonable likelihood of prosecution for a crime.
11.3 If either party receives written notice of any violation of any
law, ordinance, rule, order or regulation applicable to the Demised Premises, or
the Building, it shall give prompt notice thereof to the other.
ARTICLE XII
Compliance with Insurance Requirements and
------------------------------------------
Certificate of Occupancy
------------------------
12.1 Neither Landlord nor Tenant shall do or permit to be done any act
or thing about,
11
in or upon the Building or the Demised Premises which will invalidate or be in
conflict with the Certificate of Occupancy issued by a public authority for the
Building or of the terms of the State of Florida standard form of fire insurance
policies covering the Building and the fixtures and property therein excluding
fixtures and property in the Demised Premises. Both parties shall, at their own
expense, comply with all rules, orders, regulations or requirements of the
National Fire Protection Association or any other similar body having
jurisdiction, and neither shall knowingly do or permit to be done about, in or
upon the Building or the Demised Premises or bring or keep anything therein or
use the same in a manner which increases the rate of fire insurance upon the
Building or on any property or equipment located therein, including property or
equipment located in the Demised Premises. Notwithstanding the foregoing
requirements of this Section 12. 1, if the adverse consequences to Landlord of
noncompliance by Tenant with such requirements are limited to an increase in the
rate of fire and extended coverage insurance carried by landlord in compliance
herewith, such noncompliance by Tenant shall not constitute a breach of this
Lease, but Section 12.2 below will apply.
12.2 If any installation in or use of the Demised Premises by Tenant
increases the rate for fire insurance (with extended coverage) on the Building
or on the property and equipment of Landlord, Tenant shall reimburse Landlord
for that part of the fire insurance premiums thereafter paid by Landlord which
shall have been charged because of such installation or use by Tenant and Tenant
shall make said reimbursement as Additional Rent on the first day of the month
following receipt of notice given by Landlord that it has been required to pay
and has paid such higher rate.
ARTICLE XIII
Observance of Rules and Regulations and Covenant
------------------------------------------------
of Quiet Enjoyment
------------------
13.1 Tenant, its servants, employees, agents, visitors, and licensees
shall observe faithfully and comply strictly with the rules and regulations set
forth in Exhibit D attached hereto (the "Rules and Regulations") and made a part
hereof, provided however, that Landlord shall enforce the same in a uniform and
nondiscriminatory manner as to all tenants in the Building to which such Rules
and Regulations shall be applicable. Landlord shall have the right to make
reasonable changes in and additions to the Rules and Regulations thus set forth
provided such changes and additions do not unreasonably affect the conduct of
Tenant's business.
13.2 Any prior failure by Landlord to enforce any Rules and Regulations
now or hereafter in effect, either against Tenant or any other tenant in the
Building, shall not constitute a waiver of Landlord's right to enforce uniformly
any such Rules and Regulations at a future time.
13.3 Landlord covenants that upon Temnt's paying the Annual Base Rent
and Additional Rent and observing and performing all the terms, covenants and
conditions of this Lease on its part to be observed and performed, Tenant may
peaceably and quietly enjoy the Demised Premises, subject, nevertheless, to the
terms and conditions of this Lease.
ARTICLE XIV
Liability Insurance: Exculpation
--------------------------------
of Landlord and Tenant
----------------------
14.1 Landlord shall not be liable for any personal injuries occurring
in the Demised Premises or for damage or injury to personal property of Tenant,
or of any other person, done or occasioned by or from electric wiring, plumbing,
dampness, water, gas, steam or other pipes or sewage, or the failure of the air
conditioning or refrigeration system, or the breaking of any electric wire, the
bursting, leaking or running water from any tank, washstand, water closet, or
waste pipe, sprinkler system, radiator or any other pipe in, above, upon or
about the Building or Demised Premises, or which may at any time hereafter be
placed therein; or for any such personal injury or property damage occasioned by
fire, explosion, falling plaster, electricity, smoke, or water, snow, or ice
being upon or coming through from the street, roof, subsurface, skylights trap
door, windows or from any other cause whatsoever; or for any damages or injuries
to persons or property arising from acts or neglect of any tenant or occupant of
the Building, or of any owners or occupants of adjacent or contiguous property;
or for the loss or theft of any property of Tenant however occurring, including
loss of property entrusted to employees of Landlord provided, however, that
Landlord shall be liable for such of all or any of the foregoing as may be due
to its neglect or negligence; provided, further, that in the event that Tenant
shall suffer any loss or be subjected to any liability as a result of any of the
foregoing, and the same shall hive been caused by or is alleged to have resulted
from the
12
negligence of any architect, engineer, contractor or other third party against
whom Landlord shall have right of recovery if it shall suffer similar loss,
Landlord shall be liable to Tenant for Tenant's losses so suffered, but only to
(he extent that Landlord shall be successful in recovering such losses from such
third party or parties (or its or their liability insurer) by way of claim or
suit instituted at Tenant's request.
14.2 Section 14.1 shall not be construed to impose upon Landlord any
liability as to which rights of subrogation have been waived under Section 15.6
of this Lease.
14.3 Tenant shall secure and maintain comprehensive general liability,
fire extended coverage, and all risk perils, insurance in form, reasonable
amount, and with companies acceptable to the Landlord and Landlord shall have
the right to review, from time to time, that insurance coverage so maintained by
the Tenant. Tenant shall insure Landlord from and against any and all loss,
costs (including statutory liability and liability under workmen's compensation
laws) in connection with claims for damages as a result of injuries or death of
any person or injury to property sustained by Tenant and all other persons which
arise from or in any manner grow out of any acts or neglect on or about the
Demised Premises by Tenant, Tenant's partners, agents, employees, customers,
invitees, contractors and subcontractors. Landlord shall indemnify and save
harmless Tenant from and against any and all loss and cost (including statutory
liability and liability under worker's compensation laws) in connection with
claims for damages as the result of injury or death of any person or injury to
property sustained by Landlord and all other persons which arise from or in any
manner grow out of any act or neglect in or about the Building by Landlord,
Landlord's partners, agents, employees, customers, invitees, contractors and
subcontractors.
ARTICLE XV
Damage by Fire or Other Casualty
--------------------------------
15.1 Anything in this Lease to the contrary notwithstanding, if the
Demised Premises or the Building should be partially or totally damaged or
destroyed by Fire or other casualty insurable under ,a standard form policy of
fire and/or extended coverage insurance (including vandalism and malicious
mischief if such coverage is carried by Landlord) then, if this Lease shall not
have been canceled in accordance with the provisions hereinafter made in this
Article XV, landlord will with reasonable dispatch after notice to it of the
damage or destruction, repair the damage, and replace, restore, and rebuild the
Demised Premises and the Building to the extent that insurance Proceeds are
available. Should Landlord determine that the amount of insurance proceeds will
not be sufficient to accomplish the estimated cost of the required repair,
replacement, restoration or rebuilding, then upon ninety (90) days written
notice to Tenant, from the date of the casualty, Landlord may, at its option,
cancel this Lease or proceed to repair, replace, restore or rebuild the Demised
Premises and the Building at its sole cost and expense. Landlord will commence
such repair, replacement, restoration or rebuilding as soon as practicable after
receiving notice from Tenant co do so, but under no circumstances later than one
(1) year after receipt of such notice. Landlord shall no, be required by this
Section to repair, replace, restore, or rebuild any property which Tenant shall,
under the provisions of Article VIII above, be entitled to remove from the
Demised Premises, it being agreed that Tenant shall bear the entire risk of
loss, damage, or destruction of such property while it is on the Demised
Premises.
15.2 If the Demised Premises shall be partially damaged or partially
destroyed, the applicable proportion of Annual Base Rent and Additional Rent
payable under this Lease shall, to the extent that the Demised Premises shall
have been rendered unfit for use for Tenant's business purposes, be abated for
the period from the date of such damage or destruction to the date that such
damage or destruction shall be repaired or restored. If the Demised Premises or
a major portion thereof shall be totally or substantially damaged or destroyed
or rendered completely or substantially unfit for use for Tenant's business
purposes because of Fire or other casualty as provided in Section 15. 1, the
entire such rent shall, as of the date of the damage or destruction, xxxxx until
Landlord shall repair, restore, replace or rebuild the Building and the Demised
Premises, provided, however, that should Tenant reoccupy a portion of the
Demised Premises while the restoration work is taking place and prior to the
date that the entire Demised Premises are again made fit for use for Tenant's
business purposes, such rent shall be apportioned and become payable by Tenant
in proportion to the part of the Demised Premises occupied by it for the purpose
of conducting its business, effective on the date that the Tenant shall again
begin conducting its ordinary business from the Demised Premises or portion
thereof.
15.3 In the event that the Demised Premises, or a major part thereof,
shall be totally or substantially damaged or destroyed, or rendered completely
or substantially untenantable as set forth in Section 15.1 above, Tenant may, at
its option, exercisable within ninety (90) days of the date of casualty, cancel
this Lease by written notice to Landlord; provided, however, that it appears
from an estimate agreed
13
upon by Landlord and Tenant that the required repairs, replacement, restoration
and rebuilding cannot be accomplished within twelve (12) months from the date of
commencement thereof, or that it appears improbable to Tenant that, because of
causes beyond Landlord's reasonable control, Landlord will commence such
activities within twelve (12) months from the date of the casualty. Anything in
this Lease to the contrary notwithstanding, if Landlord has riot completed
within two (2) years from the date of casualty all repairs, replacements,
restoration and rebuilding required of Landlord under Section 15.1 above, Tenant
may, at its option, cancel this Lease by written notice to Landlord; provided,
however, that said two (2) year period shall be extended by the number of days
(not to exceed 365 days) lost in actual rebuilding as the result of labor
strikes, acts of God, or other causes beyond the reasonable control of Landlord.
15.4 In the event that the damage to the Building shall render
untenantable in excess of 50% of the Rentable Area of Building, Landlord may,
within ninety (90) days of the casualty, by notice given to Tenant, elect not to
repair or rebuild the Building and this Lease shall thereupon terminate
effective ,is of the date of casualty. After receipt of such notice, Tenant
shall vacate the Demised Premises as quickly as it is reasonably possible,
provided, however, that Tenant shall be entitled to occupy the Demised Premises
or any part hereof without liability to Landlord for as long as it is reasonably
necessary to salvage or remove therefrom its personal property as provided in
Article VIII above.
15.5 No damages, compensation, or claims shall be payable by Landlord
for inconvenience, loss of business, or annoyance arising from any repair or
restoration of any portion of the Demised Premises or the Building required to
be made by Landlord under the provisions of this Article XV, but this Section
shall not be construed to limit the abatement of Tenant's rent in accordance
with Section 15.2 above. Landlord covenants with Tenant that it shall use its
best efforts to effect all such repairs promptly and in such manner as not
unreasonably to interfere with Tenant's occupancy if Tenant shall not have
vacated the Demised Premises or the portion thereof to be repaired because the
same shall have become untenantable.
15.6 Landlord and Tenant hereby waive on behalf of themselves and their
respective insurers, any claims that either may have against the other for loss
or damage resulting from perils covered by the standard form of fire and
extended coverage insurance, including vandalism and malicious mischief, to the
extent of such policies which shall be in effect from time to time in the State
of Florida, it being expressly understood that this waiver is intended to extend
to all such loss or damage whether or not the same is caused by the fault or
neglect of either Landlord or Tenant. Each party shall secure from its casualty
insurer a waiver of subrogation endorsement to its policy and, upon request,
deliver a copy of such of, endorsement to the other party to this Lease.
ARTICLE XVI
Bankruptcy, Remedies
--------------------
If at any time prior to the Commencement Date or during the Term of
this Lease, Tenant, files in any court pursuant to any statute either of the
United States or of any state a Petition in Bankruptcy or Insolvency for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's properly, or Tenant makes an assignment for the benefit of
creditors, or Tenant petitions for or enters into an arrangement with creditors,
this Lease shall ipso facto be canceled and terminated and in such event neither
Tenant nor any person claiming through or under Tenant by virtue of any statute
or any order of any court shall be entitled to possession of the Demised
Premises and Landlord, in addition to any other rights and remedies given by
Section 16.3 and by virtue of any other provision in this Lease or by virtue of
,any statue or rule of law, may retain as liquidated damages any security
deposit, rent, or monies received by Landlord from Tenant or others on behalf of
Tenant prior to Tenant's action described above.
16.2 In the event that at any time mentioned in Section 16.1 above, an
involuntary insolvency, bankruptcy, or reorganization proceeding shall be
instituted against Tenant, Tenant shall have ninety (90) day's in which to cause
said proceeding to be vacated or dismissed after it receives notice thereof. In
the event Tenant fails to cause such proceeding to be vacated or dismissed
within such period of time, this Lease, at the option of Landlord exercised
within a reasonable time after expiration of said 90-days period, may be
terminated by Landlord in which event neither Tenant nor any person claiming
through or under Tenant by virtue of any statute or any order of any court shall
be entitled to possession or to remain in possession of the Demised Premises,
but shall forthwith quit and surrender the Demised Premises and Landlord, in
addition to the other rights and remedies given by Section 16.3 and by virtue of
any other provision in this Lease or by virtue of any statute or rule of law,
may retain as liquidated damages any rent, security deposit, or monies received
by Landlord from Tenant or others on behalf of Tenant prior to Tenant's action
described above.
14
16.3 It is stipulated and agreed that in the event of the termination
of this Lease pursuant to Section 16.1 or 16.2 hereof, Landlord shall,
notwithstanding any other provisions of this Lease to the contrary, forthwith be
entitled to recover from Tenant as and for liquidated damages an amount equal to
the difference between the rent reserved hereunder for the unexpired portion of
the Term of this Lease and the rental value of the Demised Premises at the time
of termination (if lower than the rent reserved) for the unexpired portion of
the term of this Lease, both discounted at the rate of five percent (5%) per
annum to present worth. Nothing herein contained shall limit or prejudice the
right of Landlord to prove or obtain to the maximum allowed by any statute or
rule of law in effect at the time when, and governing the proceedings in which,
such damages are to be proved, whether or not such amount be greater, equal to,
or less than the amount of the difference referred to above.
ARTICLE XVII
Condemnation
------------
17.1 In the event of a total condemnation of the Building, this Lease
and the term and estate hereby granted shall forthwith cease and terminate as of
the date of taking of possession for such use or purpose.
17.2 In the event that less than the whole or substantially the whole
of the Building is condemned or taken as set forth in Section 17.1 above, then
this Lease shall remain in force and in effect; provided, however, that if the
taking shall so substantially interfere with the use of the Demised Premises as
to render the continued operation thereof economically unfeasible as reasonably
determined by Landlord, then Landlord (whether or not the Demised Premises be
directly affected) may, at its option, terminate this Lease and the term and
estate hereby granted as of the date of the taking of possession for such use
and purposes by notifying Tenant in writing of such termination.
17.3 In the event that less than the whole or substantially the whole
of the Building shall be so condemned or taken, if the space so taken is such
that the area of the Demised Premises remaining after the condemnation is such
as to render continued operation of the Demised Premises economically unfeasible
as reasonably determined by Tenant, then Tenant may at its option terminate the
Lease and the term and estate hereby granted as of the day of the taking of
possession for such use or purposes by notifying Landlord in writing of such
termination.
17.4 Upon any such taking or condemnation and the continuing in force
of this Lease as to any part of the Demised Premises, all rental shall be
diminished by an amount representing the part of the said rent properly
allocable to the portion of the Demised Premises which may be so condemned or
taken and Landlord shall, at its expense, proceed with reasonable diligence to
repair, alter and restore the remaining part of the Building and the Demised
Premises to substantially their former condition, due allowance being made for
the impact of such taking or condemnation.
17.5 Landlord shall be entitled to receive entire award in any
condemnation proceeding, including any award for the value of any unexpired term
of this Lease, and Tenant shall have no claim against Landlord or against the
proceeds of the condemnation. Nothing in this Lease shall be deemed or construed
to prevent Tenant from making a claim against the condemning authority for
relocation costs and for the value of or damages to any of Tenant's property as
described in Article VIII above, and for such business damages and/or
consequential damages as may be allowed Tenant by law at the time of the
condemnation, provided the same does not have the effect of decreasing
Landlord's award.
17.6 Anything in this Article XVII to the contrary notwithstanding, if
the temporary use or occupancy of all or any part of the Demised Premises shall
be condemned or taken for any public or quasi-public use during the Term of this
Lease, this Lease shall be and remain unaffected by such condemnation or taking
and Tenant shall continue to pay in full the Annual Base Rent and Additional
Rent and Tenant shall have the right to appear, claim, prove and receive so much
of the award actually paid to Landlord for such taking as represents
compensation for use and occupancy of the Demised Premises up to and including
the date of expiration of the Term of this Lease or the date of termination of
the temporary taking, whichever is earlier, and Landlord shall be entitled to
appear, claim, prove and receive the entire balance of the award. Each party
shall cooperate fully with the other in efforts to obtain any such award, and
each claimant shall indemnify and hold harmless the other party to the extent of
expenses incurred as a result of such cooperation.
15
ARTICLE XVIII
Electricity
-----------
18.1 Landlord shall furnish to the Demised Premises electricity during
Normal Business Hours sufficient for electrical outlets (120 volt single phase),
in an amount not exceeding one (1) watt, and for ceiling lighting, in an amount
not exceeding two (2) xxxxx, per square foot of Rentable Area of Tenant. The
cost of any electrical service at (i) other than Normal Business Hours and (ii)
during Normal Business Hours but exceeding the above-stated amounts of wattage,
whether determined by survey or separate metering as set forth hereinafter, (the
Excess Electricity) shall be paid pursuant to Section 18.2 hereof. Nothing
herein shall be deemed to create any obligation of Landlord to provide
electrical equipment in excess of that provided pursuant to Landlord's Work or
as expressly set forth in this Article XVIII.
18.2 At any time and from time to time, Landlord may conduct electrical
survey(s) within the Demised Premises to determine Tenant's consumption of
Excess Electricity, if any. If such survey(s) shall reveal usage by Tenant of
Excess Electricity, Tenant shall pay Landlord for such Excess Electricity, at
Landlord's average cost for the same per K.W.H. (determined by dividing
Landlord's total monthly cost of electricity by the total number of K.W.H.
consumed in the Building during the corresponding month) upon monthly invoice
for the same from Landlord. Said invoices shall be deemed to be and be paid as
Additional Rent. In the event that the bills are not paid within ten (10) days
after the same are rendered, Landlord may, without further notice, discontinue
electric service to the Demised Premises without incurring liability to Tenant
for such discontinuance or without releasing Tenant from its rental or other
obligations under this Lease.
18.3 Should Tenant not agree with Landlord's electrical survey(s) of
Excess Electricity, Landlord shall, at Tenant's request, install appropriate
electrical meters to measure Tenant's consumption of the same. The cost of
installation and maintenance during the term hereof of said meters shall be
borne by Tenant and upon installation such meters shall become fixtures of the
Building and property of Landlord.
18.4 Landlord shall furnish electrical current, fixtures, bulbs and
equipment for the lighting of the Building lobbies, public corridors, public
rest rooms, public elevator lobbies and other public portions of the Building
and shall furnish electric current for the Building air conditioning machinery,
elevators, escalators, and other Building equipment.
18.5 At the option of Landlord, Tenant agrees to purchase from Landlord
all replacement lamps, bulbs, starters and ballasts used in the Demised Premises
and to pay Landlord for the installation thereof.
18.6 Landlord shall not be liable or responsible to Tenant for any loss
or damage or expense which Tenant may sustain or incur if either the quantity or
character of electric service available to the Building is changed, temporarily
suspended, reduced, or is no longer available or is no longer suitable for
Tenant's requirements.
18.7 Tenant covenants and agrees that at all times its use of electric
current shall never exceed Tenant's proportionate share of the capacity of
existing feeders to the Building or the risers or wiring installation. Any riser
or risers or wiring to meet Tenant's electrical requirements, upon written
request of Tenant, will be installed by Landlord (at the sole cost and expense
of Tenant) if, in Landlord's sole judgment, the same are necessary and will not
cause permanent damage or injury to the Building or Demised Premises or cause or
create a dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expenses or interfere with or disturb other tenants or
occupants.
18.8 Tenant shall make no alteration or additions to the electric
equipment or installations without the prior written consent of Landlord in each
instance, and work shall be done by Landlord at Tenant's expense in accordance
with plans and specifications of Tenant to be submitted and approved by Landlord
pursuant to Article VIII hereof.
18.9 At any time when Landlord is furnishing electric current to the
Demised Premises pursuant to this Article XVIII, Landlord may, if it becomes
illegal for Landlord to do so, upon not less than thirty (30) days prior written
notice to Tenant, discontinue the furnishing of such electric current. If
Landlord gives any such notice of discontinuance, Landlord shall make all the
necessary arrangements with the public utility for the supplying of such
electric current to the Demised Premises.
18.10 It is expressly agreed by and between the parties hereto that
should any local, state
16
or federal government body, agency or public utility restrict or reduce the
amount of fuel or energy which may be utilized to provide the utilities and
services as specified, then such reduction or restriction and the reduction in
utilities and services which may result therefrom shall in no way create or
constitute a default or the part of the Landlord under this Lease and there
shall be no reduction in rent for the period services are reduced. Any costs or
expenses incurred by Landlord in obtaining alternate or substitute forms of fuel
or energy shall be considered Operating Expenses under Article VI of this Lease.
ARTICLE XIX
Entry
-----
19.1 Tenant shall permit Landlord to erect, use, and maintain plumbing
and electrical pipes, conduits, and wires, and heating, ventilating, and air
conditioning ducts as required in and through the Demised Premises provided that
the same are installed and concealed behind the walls or ceilings of the Demised
Premises, that installation is accomplished at such times and by such methods as
will not unreasonably interfere with the Tenant's use of the Demised Premises or
damage the appearance thereof.
19.2 Landlord or its agents or designees shall have the right to enter
the Demised Premises upon reasonable notice to Tenant and presentation of
adequate identification for the purposes of making such repairs or alterations
to such pipes, conduits, wires, or ducts as may be required for the proper
maintenance or operation of the Building, provided that in each case such entry
is made in a manner and at a time that will result in the least interference
with Tenant's use of the Demised Premises and cause the least amount of damage
to the appearance thereof, and provided further that any such entry shall be
subject to any requirements that Tenant deems it necessary to impose in order to
protect the security of any controlled access area of the Demised Premises. The
foregoing shall not be construed to require Landlord to perform work on any
pipes, conduits, wires, or ducts in the Demised Premises at overtime rates
unless Landlord's work within the Demised Premises would unreasonably interfere
with Tenant's day to day conduct of its business therein.
19.3 Subject to Tenant's right to limit for security purposes the
quantity or identity of any material brought into or upon the Demised Premises,
Landlord shall be allowed to take all material into and upon the Demised
Premises that may be required for the repairs or alterations described in
Section 19.2 without the same constituting an eviction of Tenant in whole or in
part, and while said repairs and alterations are being made the rent reserved
shall not (except as otherwise provided in this Lease) xxxxx by reason of loss
of or interruption of the business of Tenant or because of the prosecution of
any such work; provided, however, that in making any such repairs or
alterations, Landlord diligently proceeds in such manner as to cause the least
interference with Tenant's use and enjoyment of the Demised Premises.
19.4 Subject to reasonable notice to Tenant and to such additional
security precautions as Tenant may deem necessary to impose, Landlord shall have
the right to enter the Demised Premises for the purpose of inspecting the same
for general condition and state of repair or exhibiting the same to prospective
purchasers or lessees of the Land or Building or to prospective mortgagees of
the Land or Building of which the Demised Premises are a part, or to prospective
assignees of any such mortgagees. The holder of any mortgage of the Landlord's
interest in the property, its agents or designees shall have the same right of
entry for inspection as Landlord.
19.5 During the three (3) months prior to the expiration of the Term of
this Lease, Landlord may exhibit the Demised Premises to prospective tenants.
Tenant may impose reasonable restrictions of this right for the purpose of
maintaining the security of any controlled- access areas in the Demise Premises.
19.6 Notwithstanding the preceding, Landlord may enter the Demised
Premises without prior notice in the event of a circumstance it may in good
faith consider an emergency under which said entry may be reasonably necessary.
ARTICLE XX
Right to Change Public Portions of the Building
-----------------------------------------------
20.1 At any time after the completion of the Building, Landlord shall
have the right to change the arrangement or location of such of the following as
are not contained within the Demised Premises or any part thereof; entrances,
signs, passageways, doors and doorways, corridors, stairs, toilets and other
like public service portions of the Building; provided, however, that in no
event shall Landlord
17
change the arrangement or location of the elevators serving the Demised
Premises, make any change will shall diminish the area of the Demised Premises,
make any change which shall interfere with the access to the Demised Premises
from and through the Building, or change the character of the Building from that
of a First-class office building.
ARTICLE XXI
Landlord's Right to Perform
---------------------------
21.1 If Tenant shall default in the observance or performance of any
term or covenant on its part to be observed or performed under or by virtue of
any of the terms or provisions in any Article of this Lease, Landlord, without
being under any obligation to do so and without thereby waiving such default,
may remedy such default for the account and at the expense of Tenant,
immediately and without notice in case of emergency, or in any other case only
provided that Tenant shall fail to remedy such default with all reasonable
dispatch after Landlord shall have notified Tenant in writing of such default.
If Landlord makes any expenditures or incurs any obligations for the payment of
money in connection therewith including, but riot limited to, attorney's fees in
instituting, prosecuting or defending any action or proceeding, such sums paid
or obligations incurred, with interest and costs, shall be paid to it by Tenant
upon demand.
ARTICLE XXII
Services, Facilities and Equipment
----------------------------------
22.1 Landlord agrees that it shall: (a) Furnish heating, ventilating
and air conditioning daily from 8:00 a.m. to 6:00 p.m., Saturdays from 8:00 a.m.
to 1:00 p.m., Sundays and Holidays excepted. (b) Provide passenger elevator
service (which may be operatorless at Landlord's option) in common with others
daily from 8:00 a.m. to 6:00 p.m., Saturdays 8:00 a.m. to 1:00 p.m., Sundays and
Holidays excepted, and have an elevator subject to call at all times when normal
passenger service is not furnished. Provide freight elevator service in common
with others daily from 8:00 a.m. to 6:00 p.m., Saturdays, Sundays and Holidays
excepted.
22.2 Landlord shall, with respect to the entire Demised Premises:
(a) Whenever heat generating machines or equipment are used in the
Demised Premises which affect the temperature otherwise maintained by the air
conditioning systems, have the right, at its option, either to require Tenant to
discontinue use of such heat generating machines or equipment or to install
supplementary air conditioning equipment in the Demised Premises, and the cost
of such installation shall be paid by Tenant to Landlord promptly on being
billed therefor, and the cost of operation and maintenance of said supplementary
equipment shall be paid by Tenant to Landlord on the monthly rent payment dates
at such rates as may be agreed upon, but in no event at a rate less than
Landlord's actual cost therefor of labor, all utilities and other inherent
costs.
(b) Provide hot water at standard building temperatures and cold water
for drinking, lavatory and toilet purposes, drawn through fixtures installed by
Landlord. If Tenant requires, uses or consumes water for any other purpose,
Tenant agrees to Landlord's installing a meter or meters and to pay for the
installation and maintenance of said meter equipment. Tenant shall reimburse
Landlord for the cost of all excess water consumed, as measured by said meter or
meters.
(c) Keep the Building and adjoining plazas, sidewalks, curbs, driveways
and entrances and public areas clean and in good condition, free of accumulation
of dirt and rubbish and, as necessary, remove snow and ice therefrom.
(d) Provide janitor and cleaning services on business days in and about
the Demised Premises, and in all public portions of the Building, which
services, without limitation, shall be at least equal to those then being
rendered in other comparable noninstitutional first-class office buildings
located in Tampa, Florida.
(e) Should Tenant require special cleaning service, heating,
ventilating or air conditioning services, Landlord shall, (upon reasonable
advance notice by Tenant and to the extent, where applicable, such services are
available without overloading facilities in the Building providing such
services) furnish such additional services, and Tenant agrees to pay to Landlord
with the next installment of rent after being billed therefor as Additional
Rent, Landlord's cost of labor, materials, utilities, depreciation of equipment
and other inherent costs. It is agreed that such costs shall not be included in
the definition of Operating Expenses.
18
22.3 Landlord does not warrant that any of the services referred to
above or any other services which Landlord may supply will be free from
interruption. Tenant acknowledges that any one or more of such services may be
suspended by reason of causes beyond the reasonable control of Landlord and any
such interruption of service shall never be deemed an eviction or disturbance of
Tenant's use and possession of the Demised Premises or any part thereof or
render Landlord liable to Tenant for damages by abatement of rent or otherwise
or relieve Tenant from performance of Tenant's obligations under this Lease.
Landlord agrees to use reasonable care and exercise due diligence with respect
to avoiding interruption of the services above provided for and, if interrupted,
agrees that it will be for as short a period as possible, and all repairs will
be promptly and diligently made at such times as will not unduly interfere with
the occupancy and use of the Demised Premises by Tenant.
22.4 Tenant shall reimburse Landlord for the Landlord's cost of removal
from the Demised Premises and the Building of so much of any refuse and rubbish
of Tenant as shall exceed that ordinarily accumulated in the routine of Tenant's
permitted use of the Demised Premises. Should Tenant create wet trash, Tenant
shall reimburse Landlord for Landlord's cost of removal.
22.5 Notwithstanding any other provision of this Lease, or of any rule
or regulation, Tenant shall provide such locks for entrances to the Demised
Premises as Tenant shall deem necessary and shall supply to Landlord such keys
as may be necessary in order for Landlord to render the services called for by
this Lease, which keys shall not be duplicated by Landlord or its employees.
ARTICLE XXIII
Signs and Glass
---------------
23.1 Tenant shall not install any sign or advertising or publicity
device in any public ,area, on any roof, on any window or on any outside portion
of the Building. Tenant may install an identification sign within or adjacent to
the entrance of the Demised Premises providing such sign has the prior approval
of Landlord and conforms to the graphic standards of the Building.
23.2 Tenant shall replace, at its expense, any and all broken interior
glass, including, plate glass partitions and doors, in and about the Demised
Premises.
23.3 Landlord shall maintain in the lobby of the Building, a directory
board which shall include the names of the Tenant and any other names reasonably
requested by Tenant in proportion to the number of listings given to other
tenants of the Building.
ARTICLE XXIV
Right of Holder of Leasehold Mortgage; Subordination
----------------------------------------------------
24.1 This Lease and all rights of Tenant hereunder are subject and
subordinate to any mortgage or mortgages, blanket or otherwise, which do now or
may hereafter affect the real property of which the Demised Premises form a part
and to all renewals, modifications, consolidations, replacements and extensions
thereof. It is the intention of the parties that this provision be
self-operative and that no further instrument shall be required to effect such
subordination of this Lease. Tenant shall, however, upon demand at any time or
times execute, acknowledge and deliver to Landlord and/or any holder of such
mortgage without expense to either of such, any and all instruments that may be
necessary or proper to subordinate this Lease and all rights of Tenant hereunder
to any such mortgage or mortgages or to confirm or evidence said subordination.
Tenant covenants and agrees, in the event any proceedings are brought for the
foreclosure of any such mortgage, to attorn to the purchaser upon any such
foreclosure sale, if so requested to do by such purchaser at any time, and to
recognize such purchaser as the lessor under this Lease. Tenant agrees to
execute and deliver at any time and from time to time, upon the request of
Landlord or of any holder of such mortgage or for such purchaser, any instrument
which, in the sole judgment of such requesting party, may be necessary or
appropriate to evidence such attornment. Tenant hereby appoints Landlord and the
holder of such mortgage, or either of them, the attorney-in-fact, irrevocably,
of Tenant to execute and deliver for and on behalf of Tenant any such
instrument. Tenant further waives the provisions of any, statute or rule of law
or hereafter in effect, which may give or purport to give Tenant any right or
election to terminate or otherwise adversely affect this Lease and the
obligation of Tenant hereunder in the event any such proceeding is brought,
prosecuted or completed.
24.2 In the event of any default by act or omission by Landlord which
would give Tenant the right to terminate this Lease or to claim a partial or
total eviction, Tenant shall not exercise any such
19
right until it has notified in writing the holder of any mortgage which at the
time shall be a first mortgage lien on the Landlord or Building (if the name and
address of such holder shall previously have been furnished by written notice to
Tenant) of such default, and until a reasonable period for during such default
shall have elapsed following the giving of such notice, during which period the
holder shall have failed to commence and continue to cure such default or to
cause the same to be remedied or cured. During the period between the giving of
such notice and the curing of such default, the Annual Base Rent reserved under
Article V, and as the same may be adjusted pursuant to Article VI, shall be
abated and apportioned to the extent that any part of the Demised Premises shall
be untenantable.
24.3 In the event that a mortgage lender furnishing financing on the
Building shall require the same, both parties agree to execute and deliver an
amendment modifying the terms and provision of this Lease in form reasonably
requested on the condition that the amendment (a) does not affect the Annual
Base Rent, Additional Rent, space or use thereof as herein provided, (b) does
not materially affect the rights or benefits which accrue, nor the liabilities
or obligations owing to either party pursuant to the terms hereof, and (c) is
reasonably necessary to adequately protect the rights of such lender providing
financing in connection with the development of the Building.
ARTICLE XXV
Surrender of Demised Premises
-----------------------------
25.1 Tenant shall, upon the termination of this Lease in any manner
whatsoever, remove Tenant's goods and effects and those of any other person
claiming under Tenant, and quit and deliver up the Demised Premises to Landlord
peaceably and quietly in as good order and condition as the same are now or
hereafter may be improved by Landlord or Tenant, reasonable use and wear thereof
and repairs which are Landlord's obligation excepted. Goods and effects not
removed by Tenant at the expiration of this Lease or its termination by Tenant
(or within ten(10) business days after termination by Landlord) shall be
considered abandoned and Landlord may dispose of the same as it deems expedient,
but Tenant shall promptly upon demand reimburse Landlord for any expenses
incurred by Landlord in connection with such disposal.
25.2 Upon termination or expiration of this Lease, Tenant shall be
entitled to remove from the Demised Premises any and all property which it would
have been entitled to remove from time to time under the provisions of Article
VIII, provided that Tenant shall, upon removing any such property, repair all
damage to the Demised Premises or the Building caused by such removal. If Tenant
shall elect not to remove any of such property and the same shall remain upon
the Demised Premises or within the Building at the time of surrender, the same
shall from that time forward, at Landlord's option, become and remain the
Landlord's property.
25.3 Tenant's obligation to observe or perform the covenants of this
Article shall survive the expiration or other termination of the Term of this
Lease.
ARTICLE XXVI
Effect of Conveyance or Assignment by Landlord
----------------------------------------------
26.1 If Landlord shall convey, assign or transfer its interest in this
Lease, Tenant shall look to the purchaser, assignee or transferee of Landlord's
interest in this Lease for the performance of Landlord's obligations hereunder,
and Landlord shall from and after such conveyance, assignment or transfer be
relieved and discharged from any and all liabilities and obligations under this
Lease. Tenant agrees to attorn to any purchaser, assignee or transferee and to
execute any written attornment agreement reasonably requested by such purchaser,
assignee or transferee.
ARTICLE XXVII
Waivers
-------
27.1 Tenant for itself, and on behalf of any and all persons claiming
through or under it, including creditors of all kinds, does hereby waive and
surrender all right and privilege which they or any of them might have under or
by reason of any present or future law to redeem the Demised Premises or to have
a continuance of this Lease for the term hereby demised after having been
dispossessed or ejected therefrom by process of law or under the terms of this
Lease or after the termination of this Lease as herein
20
provided.
27.2 Tenant waives the right to trial by jury in any summary proceeding
that may hereafter be instituted against it or in any action that may be brought
to recover rent hereunder.
ARTICLE XXVIII
Defaults
--------
28.1 In the event of the failure by Tenant to pay any Annual Base Rent
or Additional Rent due under this Lease within five (5) days after the same
becomes due, or in the event of any other breach of this Lease by Tenant and if
such other breach shall continue for a period of thirty (30) days from ,and
after written notice from Landlord to Tenant, then Landlord may elect either to
terminate Tenant's right to possession or not to terminate Tenant's right to
Possession whether or not Tenant has abandoned the Property. Neither acts of
maintenance or preservation nor efforts by Landlord to relet the property nor
the appointment of a receiver upon the initiative of Landlord to protect
Landlord's interest under this Lease shall constitute a termination of Tenant's
right to possession. Such right may be terminated only by written notice given
by Landlord to Tenant as aforesaid.
In the event that Landlord does not terminate tenant's right to
possession in case of any such breach, this Lease shall continue in effect for
so long as Landlord does not terminate Tenant's right to possession and Landlord
may enforce all its rights and remedies under this Lease, including the right to
recover the Annual Base Rent and Additional Rent as it becomes due under this
Lease.
In the event that Landlord terminates Tenant's right to possession
because of a breach of this Lease, this Lease shall thereupon terminate and upon
such termination, Landlord may recover from Tenant:
(a) The worth at the time of award of the unpaid Annual Base Rent and
Additional Rent which has been earned at the time of termination;
(b) The worth at the time of award of the amount by which the unpaid
Annual Base Rent and Additional Rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided;
(c) The worth at the time of award of the amount by which the unpaid
Annual Base Rent and Additional Rent for the balance of the Term after the time
of award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided; and
(d) Any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under the Lease or which in the ordinary course of things would be likely to
result therefrom.
The "worth at the time of award" of the amounts referred to in
subparagraphs (a) and (b) hereof shall include interest at the maximum legal
rate. The worth at the time of award" of the amount referred to in subparagraph
(c) hereof shall be computed by discounting such amount at the discount rate of
(tie Federal Reserve Bank, of Cleveland at the time of award plus one percent
(1%). Nothing herein mentioned shall affect the right of Landlord to equitable
relief where such relief is appropriate. Efforts by Landlord to mitigate the
damages caused by Tenant's breach of the Lease shall not constitute a waiver of
Landlord's right to recover damages hereunder. Nothing in this paragraph shall
affect the right of Landlord to indemnification for liability arising prior to
the termination of the Lease for personal injuries or property damage.
ARTICLE XXIX
Notices
-------
29.1 All bills, statements, notices, demands and requests (referred to
in this Lease as "notices") hereunder by either party to the other shall be in
writing and shall be deemed given (if orderly delivery of the mail is not then
disrupted or threatened) when deposited, registered or certified, postage
prepaid, in the United States mail, addressed to the representative parties at
its address set forth below, or at such different address as it shall have
theretofore advised the other party in writing:
21
To Landlord: TAMPA I ASSOCIATES, LTD.
C/X XXXXX PARTNERS LIMITED
00 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
With a copy to: Florida Office Corp.
c/o Fortis Real Estate
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Senior Vice President, Real Estate Equity
AND
Xxxxxx, Xxxx & Xxxxxx LLP
0 Xxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxx X. Xxxxxx, Esq.
To Tenant: AFFINITY ENTERTAINMENT, INC.
00000 Xxxxxxx Xxxxx Xxxxx 000
Xxxxx, XX 00000
Tenant shall furnish a copy of all notices given by Landlord to any
holder of any mortgage upon the Building or any interest therein upon written
request from such holder giving the address to which such copies are to be sent.
Landlord and each such holder shall also each have the right to have an
additional copy of notices sent to such persons and addresses as either such
party may designate by written notice to Tenant.
ARTICLE XXX
Estoppel Certificate
--------------------
30.1 Tenant shall, at any time and from time to time, upon not less
than fifteen (15) days prior notice from Landlord, execute and deliver to
Landlord a statement in writing certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as modified and stating the modifications), and the dates
to which the Annual Base Rent and Additional Rent have been paid, and stating
whether or not to the best knowledge of the signer of such certificate Landlord
is in default in the performance of any covenant, agreement, term, provision or
condition contained in this Lease, and, if so, specifying each such default of
which the signer may have knowledge, it being intended that any such statement
delivered pursuant hereto may be relied upon by any prospective purchaser or
lessee of the Building hereunder, the Land or by any mortgagee or prospective
mortgagee thereof, or by any prospective assignee of any mortgagee thereof.
Tenant shall also execute and deliver from time to time such other similar
certificates as may be required by a lender having an interest in this Lease.
ARTICLE XXXI
Plurals and Pronouns, Successors and Assigns
--------------------------------------------
31.1 The word "Tenant", wherever used in this Lease, shall be construed
to mean tenants it' there shall be more than one tenant hereunder, and the
necessary grammatical changes required to make all provisions hereof apply to
corporations, partnerships or individuals, men or women, shall in all cases be
assumed as though in each case fully expressed.
31.2 Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of Landlord and Tenant and their
respective heirs, legal representatives, successors and assigns, provided that
this Lease shall not inure to the benefit of any assignee, heir, legal
representative, transferee or successor of Tenant except as provided in Article
VII of this Lease.
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ARTICLE XXXII
Entire Agreement; Captions; Severability
----------------------------------------
32.1 This Lease shall be governed by the laws of the State of Florida.
This Lease contains the entire agreement between the parties, and any executory
agreement simultaneously or hereafter made shall be ineffective to amend,
modify, or terminate it in whole or in part unless such executory agreement is
in writing and signed by the party against whom enforcement of the amendment,
modification, or termination is sought.
32.2 The captions in this Lease are inserted only as a matter of
convenience and for reference and in no way define limit or describe the scope
of this Lease nor the intent of any provision thereof.
32.3 Each and every covenant of this Lease is distinct and severable
and if any provision of this Lease is held invalid by a court of competent
jurisdiction or any governmental authority the same shall be stricken herefrom
without affecting the validity of this Lease.
ARTICLE XXXIII
Exculpation
-----------
33.1 Tenant agrees that it shall look solely to Landlord's interest in
the Land and Building for recovery in the event of any default in the
performance or observance of any of the terms or conditions of this Lease and
nothing in this Lease shall impose any personal liability upon Landlord, or any
entity or person who at any time may in whole or in part comprise Landlord or
any successor thereto, or any other person having or acquiring any rights, title
or interest in the Land and/or Building, and, in the event of default upon this
Lease, no deficiency or any other money judgment shall be rendered or entered
against Landlord personally or any such other entity or person.
ARTICLE XXXIV
Memorandum for Recording
------------------------
34.1 The parties hereto shall, upon the written request of either one
to the other, execute a Memorandum of this Lease, for recording in the office of
the Recorder of Hillsborough County, Florida in accordance which the law of the
State of Florida, now or hereafter in force. When the commencement date shall
have been determined, an additional such Memorandum may be similarly requested
identifying the Commencement Date and the termination of the Term hereof.
ARTICLE XXXV
Continuance of Occupancy
------------------------
35.1 It is further agreed by Landlord and Tenant that Tenant shall
physically occupy the Demised Premises during the entire Term inasmuch as
tenant's continued occupancy of the Demised Premises and the regular conduct of
its business therein are of the utmost importance to the Landlord in the renewal
of other leases in the Building, in the renting of vacant space to other tenants
and in the maintenance of the character and quality of the Building. Thus,
should Tenant move out of the Demised Premises prior to its lease expiration
without the consent of Landlord, the Tenant shall have breached its lease
obligation herein and in such case all future rents shall become immediately due
and payable.
ARTICLE XXXVI
Brokerage
---------
36.1 Tenant covenants and represents that it has negotiated this Lease
directly solely with Landlord's agent, CB Commercial Real Estate Group, Inc. and
has not acted by implication or otherwise to Authorize nor has it authorized any
other real estate broker or salesman to act for it in these negotiations and
agrees to defend, indemnify and hold harmless Landlord from any and all claims
by any such real estate broker or salesman for a commission or finder's fee as a
result of Tenant's entering into this Lease.
23
ARTICLE XXXVII
Holdover
--------
38.1 If, with Landlord's consent, Tenant holds possession of the
Demised Premises after the term of this Lease, Tenant shall become a tenant from
month to month upon the terms herein specified but at a monthly rental
equivalent to One Hundred Seventy-Five Percent (175%) of the then prevailing
rental paid by Tenant at the expiration of the term of this Lease pursuant to
all the provisions hereof, payable in advance on or before the first day of each
month, and Tenant shall continue in possession until such tenancy shall be
terminated by Landlord or until Tenant shall have given to Landlord thirty (30)
days written notice in advance of its intention to terminate such tenancy.
ARTICLE XXXVIII
Relocation
----------
38.1 Landlord, upon Tenant's reasonable consent shall have the right to
relocate the Demised Premises to another part of the Building in accordance with
the following:
(a) The new Demised Premises shall be substantially the same in size,
dimensions, configuration, decor and nature as are the Demised Premises
described in this Lease, and shall be placed in that condition by Landlord at
its cost;
(b) The physical relocation of the Demised Premises shall be
accomplished by Landlord at its cost;
(c) Landlord shall give Tenant at least thirty (30) days written notice
of Landlord's intention to relocate the Demised Premises;
(d) The physical relocation of the Demised Premises shall take place on
a weekend and shall be completely accomplished before the Monday following the
weekend in which the relocation takes place. If the physical relocation has not
been completed in that time, rent shall xxxxx in full from the time the physical
relocation commences to the time it is completed:
(e) All reasonable costs incurred by Tenant as a result of the
relocation, including, without limitation, costs incurred in changing addresses
on stationery, business cards, directories, advertising, and other reasonable
items, shall be paid by Landlord;
(f) Landlord shall not have the right to relocate the Demised Premises
more than one time during the term;
(g) If the relocated Demised Premises are smaller than the Demised
Premises as they existed before relocation, Annual Base Rent shall be reduced
pro rata; and
(h) The parties hereto shall immediately execute an amendment to this
Lease stating the relocation of the Demised Premises and the reduction of Annual
Base Rent, if any.
24
ARTICLE XXXIX
Miscellaneous
-------------
39.1 The submission of this Lease for examination by Tenant does not
constitute a reservation of or option for the Demised Premises, and this Lease
shall become effective only upon execution and delivery thereof by Landlord and
Tenant. If any term of this Lease or any application thereof shall be invalid or
unenforceable, the remainder of this Lease and any other application of such
term shall not be affected thereby. This Lease may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against whom such enforcement of such change, waiver, discharge or termination
is sought. Subject to Article VII, this Lease shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto. All covenants and agreements of Tenant and Landlord
hereunder shall be deemed to be and shall be construed as a separate and
independent covenant of the party bound by or making the same and shall not be
dependent on any other provision of this Lease except as specifically provided
for herein.
Article XLI
Telecommunications
------------------
40.1 Tenant and tenant's telecommunication companies, including but not
limited to local exchange telecommunications companies and alternative access
vendor services companies ("Telecommunications Companies") shall have no right
of access to and within the lands or buildings comprising landlord's real
property, for the installation and operation of telecommunications systems
including but not limited to voice, video, data, and any other
telecommunications services provided over wire, fiber optic, microwave,
wireless, and any other transmission systems, for part or all of tenant's
telecommunications within the building and from the building to any other
location (hereinafter collectively referred to as "Telecommunications Systems"),
without landlord's prior written consent, which except as otherwise provided in
section 41.3 below, landlord may withhold in its sole and absolute discretion.
Provided however, landlord hereby licenses tenant and through tenant, its
Telecommunications Companies approved in advance in writing by landlord prior to
the commencement of any work, the right to install, repair arid maintain
tenant's Telecommunications Systems at tenant's sole cost and expense, to the
extent the same are depicted on the attached schedule of plans, schematics, and
specifications marked as Exhibit C.
40.2 If at any time hereafter, tenant's Telecommunications Companies or
appropriate governmental authorities relocate the point of demarcation from the
location of tenant's telecommunications equipment in the tenant's telephone
equipment room on tenant's floor ("Rate Demarcation Point" or "RDP"), to some
other point, or in any other manner transfer any obligations of liabilities for
telecommunications to the landlord or tenant, whether by operation of law or
otherwise, upon landlord's election, tenant shall, at tenant's sole expense and
cost: (1) within thirty (30) days after notice is first given to tenant of
landlord's election, cause to be completed by an appropriate telecommunications
engineering entity approved in advance in writing by landlord, all details of
the Telecommunications Systems serving tenant in the building which details
shall include all appropriate plans, schematics, and specifications; and (2)
immediately undertake the operation, repair and maintenance of the
Telecommunications Systems serving tenant in the building; and (3) effect the
complete removal of all or any portion or portions of the Telecommunications
Systems serving tenant in the building, upon the termination of the lease for
any reason, or upon expiration of the lease.
Prior to the commencement of any alterations, additions, or
modifications to the Telecommunications Systems serving tenant in the building,
except for minor changes, tenant shall first obtain landlord's prior written
consent by written request accompanied by detailed plans, schematics, and
25
specifications showing all alterations, additions and modifications to be
performed, with a time schedule for completion of the work, and the identity of
the entity which will perform the work, for which, except as otherwise provided
in section 41.03 below, landlord may withhold consent in its sole and absolute
discretion.
40.3 Without limiting landlord's right to reasonably withhold its
consent to a proposed request for access, or addition, alteration, or
modification of the Telecommunications System serving tenant in the building,
the withholding of such consent will be deemed reasonable if:
(i) In the reasonable judgement of landlord, the proposed actions of
the tenant and its Telecommunication Company causes new obligations to be
imposed on landlord, causes any exposure of landlord to any liability of any
nature or description, causes landlord's insurance premiums for the building to
increase, causes landlord's insurance coverage to be imperiled, or causes
liabilities for which landlord is unable to obtain insurance protection;
(ii) In the reasonable judgment of landlord, the tenant's
Telecommunications Company is unwilling to pay reasonable monetary compensation
for the use and occupation of the building for the Telecommunications System:
(iii) In the reasonable judgment of landlord, the tenant and its
Telecommunications Company would cause any work to be performed that would
adversely affect the land and building or any space in the building in any
manner;
(iv) Tenant encumbers or mortgages its interest in any
telecommunications wiring of cabling, whether copper, fiber, or through any
other type connectivity; or
(v) Tenant is in default under this Lease.
40.4 Tenant will indemnify and hold harmless landlord and its
employees, agents, officers, and directors from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, costs, or expenses of any
kind or nature, known or unknown, contingent or otherwise, arising out of or in
any way related to the acts and omissions of tenant, tenant's officers,
directors, employees, agents, contractors, subcontractors, subtenants, and
invitees with respect to (1) any Telecommunications Systems serving the tenant
in the building which are on, from, or affecting the land and building; (2) any
personal injury (including wrongful death) or property damage (real or personal)
arising out of or related to any Telecommunications Systems serving the tenant
in the building which are on, from, or affecting the building; (3) any lawsuit
brought or threatened, settlement reached, or governmental order relating to
such Telecommunications Systems; (4) any violations of laws, orders,
regulations, requirements, or demands of governmental authorities, or any
reasonable policies or requirements of landlord, which are based upon or in any
way related to such Telecommunications Systems, including, without limitation,
attorney and consultant fees, court costs, and litigation expenses. This
indemnification and hold harmless agreement will survive this lease. Under no
circumstances shall the landlord be required to maintain, repair or replace any
building systems or any portions thereof, when such maintenance, repair or
replacement is caused in whole or in part by the failure of any such system or
any portions thereof, and/or the requirements of any governmental authorities.
Under no circumstances shall the landlord be liable for interruption in
telecommunications services to the tenant or any other entity affected, for
electrical spikes or surges, or for any other cause whatsoever, whether by Act
of God or otherwise, even if the same is caused by the ordinary negligence of
landlord, the landlord's contractors, subcontractors, or agents of other
tenants, subtenants, or their contractors, subcontractors, or agents.
ARTICLE XLII
Right of First Refusal
----------------------
Tenant shall have a right of first refusal ("Right of First Refusal')
to lease the space in the Building that is adjacent to any portion of the
Demised Premises (the 'Adjacent Space"). Landlord shall notify Tenant in writing
if any such Adjacent Space is available for lease and provide Tenant with ten
(10) business days notice of Tenant's right to lease any such Adjacent Space. In
connection therewith, if Tenant elects to lease said Adjacent Space, then Tenant
shall provide Landlord with written notice of such election within such ten (10)
day period and this Lease shall be modified to include such Adjacent Space, as
part of Demised Premises, and the Annual Base Rent and Additional Rent payment
obligations of Tenant shall be appropriately increased to reflect the additional
leased space based upon the same Annual Base Rent per square foot then
currently, being charged Tenant. Landlord's obligations to provide a
construction allowance
26
shall likewise apply to the lease of such Adjacent Space except that the amount
of Tenant's Allowance (i.e. Seven Dollars ($7.00)) shall be reduced by Twenty
cents ($.20) per rentable square foot for each month (or portion thereof which
has expired since the Commencement Date and Tenant shall be obligated to pay the
difference, if any (e.g. if the Right of First Refusal is exercised in the 15th
month following the Commencement Date the amount of Tenant's Allowance available
on a per square foot basis shall be reduced from $7.00 to $4.00), and the
Commencement Date to pay for Rent for such Adjacent Space shall be thirty (30)
days following Landlord's receipt of Tenant's election notice. The term of the
lease of such Adjacent Space shall run concurrent with the Term of this Lease.
Failure of Tenant to exercise its first Right of First Refusal to lease shall be
deemed a waiver with respect to any future offers received by Landlord. Tenant's
Right of First Refusal as set forth in this Article shall in all events
terminate and expire upon the expiration of the second (2nd) Lease year of the
initial term of the Lease.
Article XLIII
Right of Termination
--------------------
At any time during the twelfth (12th) month of this Lease, Tenant shall
have a one-time right to terminate this Lease ("Right of Termination"),
effective upon the expiration of the fifteenth (15th) month of this Lease,
provided however that during such twelfth (12th) month Tenant has delivered
written request to Landlord to provide expansion space to Tenant ("Tenant's
Expansion Notice") up to an additional fifteen thousand (15,000) rentable square
feet ("Expansion Space") and states therein Tenant's election to terminate if
Landlord is unable to fulfill Tenant's request for Expansion Space anywhere
within the Building within ninety (90) days of such request (provided ninety
(90) day period shall exclude Landlord's obligation to complete Tenant
improvements). The amount of Expansion Space requested by Tenant within Tenant's
Expansion Notice shall be reduced by the amount of rentable square feet of
Adjacent Space taken by Tenant and in no event shall the Expansion Space and the
Adjacent Space collectively exceed fifteen thousand (15,000) rentable square
feet. Tenant shall not be entitled to terminate the Lease pursuant to this
subsection if Tenant has failed to exercise a Right of Termination offered by
Landlord prior to the expiration of the twelfth (12th) month; Tenant is in
default under any term or condition set forth in this Lease; Landlord offers the
Expansion Space to Tenant anywhere within the Building by written notice to
Tenant within thirty (30) days of receipt of Tenant's Expansion Notice and/or
Tenant Expansion Notice of termination is not accompanied by a cash payment
(which shall be a termination fee) in an amount equal to two (2) months of
Annual Base Rent for the initial space and any Adjacent Space, Thirty six
thousand seven hundred eighty six Dollars ($36,786) representing unamortized
commission and Tenant Allowance related to the initial space and unamortized
commission and Tenant Allowance related to any Adjacent Space, as determined by
Landlord. The Tenant Allowance shall be amortized over a three (3) year period
for purposes of this paragraph. In the event Tenant shall fail to exercise this
Right of Termination or satisfy the conditions precedent to such Right of
Termination as herein stated, Tenant shall be deemed to have waived its right (o
terminate pursuant to this paragraph and this Lease shall remain in full force
and effect. Tenant acknowledges that Landlord may offer the Expansion Space
anywhere within the Building. In the event Landlord provide Expansion Space to
Tenant, then this Lease shall automatically be modified to include such
Expansion Space, as part of the Demised Premises, the Annual Base Rent and
Additional Rent payment obligations of Tenant shall be appropriately increased
to reflect the additional leased space based upon the same Annual Base Rent per
square foot then currently being charged Tenant and Landlord shall return the
termination fee to Tenant. Landlord's obligations to provide a construction
allowance in the amount of Seven Dollars ($7.00) per rentable square foot shall
likewise apply to the lease of such Expansion Space, and the Commencement Date
to pay for Rent for such Adjacent Space shall be thirty (30) days following
Landlord's notice to tenant of the existence of the Expansion Space. In such
event the Term of the lease for the initial Demised Premises and such Expansion
Space shall be extended for an additional three (3) years upon the same terms
and conditions set forth in this Lease, however the Annual Base Rent shall be
"Market Rent" (as hereinafter defined and calculated), however in no event shall
the Market Rent be less than the Base Annual Rent for the preceding Lease Year.
Article XLIV
Rent Abatement
--------------
Provided Tenant is not in default under any term or condition of this
Lease and further provided that Tenant has not exercised its Right of
Termination as set forth in Article XLIII above, Tenant shall be entitled to two
(2) months abatement of Annual Base Rent (for the initial 5,674 rentable square
feet leased and specifically excluding any Annual Base Rent attributed to the
Expansion Space or the Adjacent Space) in month thirty (30) and month thirty-six
(36) of the Lease Term.
27
ARTICLE XLV
Option to Renew
---------------
Provided Tenant is not in default under any term or condition of this
Lease and further provided that Tenant has not exercised its Right of
Termination as set forth in Article XLIII above, Tenant shall have the option of
extending this Lease for one (1) additional term (hereinafter referred to as the
"Extension Term") for two (2) years on the same terms and conditions as provided
herein except that the Annual Base Rent shall be at "Market Rent". Notice of the
exercise of such option shall be delivered by Tenant to Landlord, in writing,
not later than one hundred and eighty (180) days prior to the expiration of the
initial Term of the Lease. The term "Market Rent" shall mean the Base Annual
Rent for the Demised Premises at the time in question which Landlord sets forth
in a notice (hereinafter referred to as the "Market Rent Notice") to Tenant
within thirty (30) days from receipt of Tenant's notice of the exercise of its
option to renew. In the event that Tenant shall, in good faith, disagree with
the Market Rent set forth in the Market Pent Notice established by Landlord for
the Demised Premises, Tenant shall, within five (5) days after receipt of the
Market Rent Notice, furnish Landlord with a written explanation in reasonable
detail of the basis for Tenant's good faith disagreement, the amount which, in
Tenant's good faith opinion, is the Market Rent for Extension Term ("Tenant's
Notice"). If Tenant's Notice is not received by Landlord within said five (5)
day period, the Market Rent shall be the Market Rent set forth in the Market
Rent Notice to Tenant. If Tenant's Notice is received by Landlord with said five
(5) day period, then the Market Rent for the Demised Premises shall be
established by an M.A.I. appraiser mutually selected by Landlord and Tenant. If
Landlord and Tenant can not agree on an appraiser , Landlord and Tenant shall
promptly apply to the local office of the American Arbitration Association for
the appointment of an appraiser whose decision shall be binding on Landlord and
Tenant. All fees, costs and expenses incurred in connection with obtaining the
appraiser and the resulting Market Rent shall be Tenant's expense, however,
Landlord and Tenant shall each bear their own attorneys' fees incurred with
respect to this procedure. Notwithstanding the foregoing, in no event shall the
Market Rent be less than the Base Annual Rent for the preceding Lease Year.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.
/s/ Xxxxxx X. Xxxxx LANDLORD:
-------------------------------
TAMPA I ASSOCIATES, LTD.,
------------------------------- a Florida Limited Partnership
BY: XXXXX PARTNERS LIMITED,
a Florida Limited Partnership
Its General Partner
BY: SPL FLORIDA, INC.,
a Florida Corporation
Its General Partner
BY: /s/ Xxxxx X. Xxxxx
Its: President Xxxxx X. Xxxxx
/s/ Xxx XxXxxxxx TENANT:
-------------------------------
/s/ Tayra Xxx Xxx AFFINITY ENTERTAINMENT, INC, a
------------------------------- Delaware corporation
BY: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
ITS: President
-----------------------------------
(CORPORATE SEAL)
00
Xxxxxxxx
XXXXX XX XXXXXXX
XXXXXX XX XXXX XXXXX, SS:
The foregoing instrument was acknowledged before me this 25th day of
July, 1996, by Xxxxx X. Xxxxx, as President, on behalf of said Tampa I
Associates. He/She is: (x) personally known to me; or ( ) has produced
______________________________ as identification.
My Commission expires: _____________________________________________
Notary Public, State of Florida
/s/ Xxxxxxxxx X. Xxxxxx
[OFFICIAL NOTARY SEAL
XXXXXXXXX X XXXXXX
NOTARY PUBLIC XXXXX XX XXXXXXX
XXXXXXXXXX XX. XX000000
MY COMMISSION EXP. FEB. 11, 1997]
_____________________________________________
Printed Name
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH, SS:
The foregoing instrument was acknowledged before me this 19th day of
July, 1996, by X. Xxxxx, as President, on behalf of said Affinity Ent., Inc.
He/She is : (x) personally known to me; or ( ) has produced
____________________________________________ as identification.
My Commission expires: _____________________________________________
Notary Public, State of Florida
/s/ Xxxxxxx Xxx XxXxxxxx
[OFFICIAL NOTARY XXXX
XXXXXXX XXX XXXXXXXX
MY COMMISSION # CC 440005
EXPIRES: April 18, 1999
Bonded Thru Public Underwritters
_____________________________________________
Printed Name
29
EXHIBITS
--------
A. Demised Premises
B. Legal Description
C. Landlord's Work
D. Annual Base Rent
E. Rules and Regulations
F. Disclosure Statement
30
EXHIBIT A
DEMISED PREMISES
[schematic plan appears on this page]
31
EXHIBIT B
LEGAL DESCRIPTION
PalmLake, Phase I
-----------------
Tract "MI3" and the northwesterly 145.28 feet of Tract "MI4" of Tampa Palms Unit
IB, according, to the replat recorded in Plat Book 60, Page 28 of the Public
Records of Hillsborough County, Florida.
Less and except future bank sites:
Begin at the westerly-most corner of said Tract "MI3" being the point
of intersection of the northeasterly right-of-way line of Xxxxxxx Drive (a
100.00 foot wide right-of-way) and the northwesterly line of said Tract "M13";
thence N41 decrees 43'50" E, along said northwesterly line of Tract "M13", for
162.46 feet; thence S18 degrees 16'10" E, along a line being parallel to said
northeasterly right-of-way line of Xxxxxxx Drive, for 326.31 feet to the point
of curvature of a tangent curve concave to the West; thence southerly along the
arc of said curve having for its elements a radius of 30.00 feet, a central
angle of 98 degrees 28' 07", an arc length of 51.56 feet and a chord bearing and
distance of 506 degrees 57' 54" W, 45.44 feet to the point of tangency; thence
S50 degrees 11'57" W for 131.26 feet to a point on the arc of a non-tangent
curve concave to the Southwest (a radial line bears S43 degrees 38' 16" W), said
point being on the aforedescribed northeasterly right-of-way line of Xxxxxxx
Drive, and along said right-of-way line the following two (2) courses: (1)
thence northwesterly along the arc of said curve having for its elements a
radius of 3,230.68 feet, a central angle of 01 degrees 54' 26", an arc length of
107.54 feet and a chord bearing and distance of N47 degrees 18' 57" W, 107.54
feet to the point of tangency; (2) thence N 18 degrees 16' 10" W of 229.13 feet
to the POINT OF BEGINNING.
PALMLAKE PHASE ONE containing 5.87 acres, more or less.
32
EXHIBIT C
Landlord's Work
---------------
33
EXHIBIT D
Annual Base Rent
----------------
Security Deposit: $ 7712.38
Base Rent: $ 16.50 per s.f. as described in Paragraph No. 1,
Expense Stop: A $6.50 allowance shall be included in the Base Rent
for operating expenses, taxes, maintenance costs, and
all other cost pass through to LESSEE. In the event
operating expenses, taxes, maintenance costs, or
other cost pass through exceed $6.50 they will be
passed on to LESSEE for his proportionate share as
defined herein.
Monthly Rent: $ 7712.38
Sales Tax: Six and one-half (6-1/2%) Percent
Initial Monthly Rent with Sales Tax: $8213.69
Adjustments: 17.00 per rentable square foot for the second (2nd)
Lease year
17.50 per rentable square foot for the third (3rd)
Lease year
Market Rent for any Extension Term provided for in
Articles XLIII or XLV
34
EXHIBIT E
Rules and Regulations
---------------------
1. Landlord shall have the right to control and operate the public
portions of the Building and the public facilities, as well as facilities
furnished for the common use of the tenants, in such manner as it deems best for
the benefit of the tenants generally, and so as not to unreasonably interfere
with the business of tenants. No tenant shall invite to the premises or permit
the visit of, persons in such numbers or under such conditions as to interfere
with the use and enjoyment of the entrances, corridors, elevators and facilities
of the Building by other tenants.
2. Landlord may refuse admission to the Building outside of ordinary
business hours to any person not known to the watchman in charge or not having a
pass issued by Tenant or not property identified, and may require all persons
admitted to or leaving the Building outside of ordinary business hours to
register. Landlord assumes no responsibility and shall not be liable for any
damage resulting from any intentional or negligent errors or omissions of
Tenants or either agents or assigns in regards to any such pass or
identification, or from the admission of any unauthorized person to the
Building.
3. Tenant shall not be permitted to install vending machines or similar
types of electric appliances such as coffee makers, hot plates or space heaters
and no tenant shall obtain or accept for use in the premises, ice, coffee
service, catering, drinking water, barbering, and boot blacking from any person
not authorized by Landlord in writing to furnish such service, provided always,
that the charges for such services by persons authorized by Landlord are not
excessive.
4. No awnings or other projections over or around the windows or
entrances of the premises shall be installed by any tenant.
5. Freight, furniture, business equipment, merchandise and bulky matter
of any description ordinarily shall be delivered to and removed from the
premises only in the freight elevator and through the service entrance and
corridors, but special arrangements will be made for moving large quantities of
furniture and equipment into or out of the Building. No tenant shall
unreasonably obstruct entries, corridors, stairways or elevators. Food shall be
transported in the elevators only in properly wrapped and sealed containers.
6. All entrance doors in the premises shall be left locked when the
premises are not in use.
7. Canvassing, soliciting or peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same.
8. Tenant shall not advertise the business, profession or activities of
Tenant in any manner which violates the letter or spirit of any code of ethics
adopted by any recognized association or organization pertaining thereto or use
the name of the Building for any purpose other than that of the business address
of Tenant.
9. Except is may be approved in writing by Landlord, Tenant shall not
attach or permit to be attached additional locks or similar devices to any door,
transom or window or the premises-, change existing locks or the mechanism
thereof; or make or permit to be made any Keys for any door thereof other than
those provided by Landlord. (If more than two keys for one lock are desired,
Landlord will provide them upon payment therefor by Tenant.)
10. Tenant agrees that it shall not willfully do or omit to do any act
or thing which shall discriminate or segregate upon the basis of race, color,
sex, creed or national origin in the use and occupancy or in any subleasing or
subletting of the Demised Premises.
11. Landlord reserves the right by written notice to Tenant, to
rescind, alter or waive any rule or regulation at any time prescribed for the
Building when, in Landlord's reasonable judgment, it is necessary, desirable or
proper for the best interest of the Building and its Tenants.
12. Tenant shall not carry on or permit to be carried on upon said
premises or any part thereof any immoral or illegal business, gambling, the
selling of pools, lotteries or any business that is prohibited by law.
35
13. Landlord shall provide Tenant a reasonable number of directory
information strips identifying Tenant in the Building directory located on the
ground floor of the Building.
14. No signs, placards, etc. shall be attached to windows or displayed
through windows on any floor other than the ground floor. Ground floor signs
must be approved by Landlord and will be of a poster and stand type placed not
closer than twelve inches from the outside glass.
15. Building Standard window coverings must be used, additional window
covering if desired must be installed on the inside of Building Standard window
coverings.
16. The drinking fountains, lavatories, water closets and urinals shall
not be used for any purpose other than those for which they were installed.
17. Tenant shall not allow occupancy of the Demised Premises to exceed
an average of five (5) persons per one thousand (1000) square feet of rentable
area.
36
EXHIBIT F
Disclosure
----------
1. AGENCY DISCLOSURE
CB COMMERCIAL REAL ESTATE GROUP, INC. is by this document giving notice
to Name of Licensee and License Status ________________________________________
that he/she/it is the agent of the TAMPA I ASSOCIATES, LTD.
2. RADON GAS - Notice to Prospective Purchaser/Tenant
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 your county health unit.
Pursuant to 404.056 (8), Florida Statutes.
3. COMPENSATION
If applicable, the undersigned acknowledges that CB Commercial Real
Estate Group, Inc. is being paid by the owner. Pursuant to Rule 2.13.003 (2),
Florida Administrative Code.
4. The undersigned(s) acknowledges that this written notice was received
before the undersigned(s) signed a contractual offer or lease agreement, in
compliance with 475.25 (1) (q), Florida Statutes, and Rule 21V-10.033, Florida
Administrative Code.
/s/ Xxxxxxx X. Xxxxx 7/19/96
-------------------------------- ----------
Signature of Tenant Date
-------------------------------- ----------
Signature of Agent Date
38
NEW TENANT DIRECTORY SIGNAGE INFORMATION
PALMLAKE OFFICE BUILDING
------------------------
00000 Xxxxxxx Xxxxx
Xxxxx, XX 00000
Directory Signage information:
Please indicate below how you want your company listed on the lobby directory,
then sign and return to the management office as soon as possible:
CB Commercial Real Estate
153 00 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
(000) 000-0000 Fax (000) 000-0000
DIRECTORY SIGNAGE-Lobby: Company Name: AFFINITY ENTERTAINMENT, INC. (No Charge)
(Limited to 2 lines) _________________________________
Xxxxxx/Xxxxx # 000
_____________________________________
SIGNAGE OUTSIDE DOOR: (Includes Office Number and the Name of Your Company).
Company Name: AFFINITY ENTERTAINMENT, INC.
__________________________________________________
__________________________________________________
Xxxxxx/Xxxxx # 000
_______________________________
APPROVED:
---------
BY: _______________________________________________
DATE: _______________________________________________
Please allow four weeks for delivery and installation. Tenant will be billed
after installation.
39
TO: PALMLAKE TENANTS
FROM: CB COMMERCIAL REAL ESTATE GROUP, INC.
RE: SECURITY CARDS
Please list the names of any employee that will require access to this building
in the evening or on weekends. If the card becomes lost, misplaced or destroyed
in any way, there is a $10.00 fee charged to recode the system to remove that
security card number.
Any additional cards required will be $10.00 each.
Thank you for your help and cooperation.
Xxxxx Xxxxx
Regional Property Manager
979-1655
______________________________________________________________________
NAME OF COMPANY: AFFINITY ENTERTAINMENT, INC.
PERSONS AUTHORIZED FOR SECURITY CARDS: (Please Print)
I wish the following employees to have 24 hour access to the building:
NAMES SOCIAL SECURITY NUMBERS
Xxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
Xxxxxx Xxxxxx
--------------------------------------------------------------------------------
Xxx XxXxxxxx
--------------------------------------------------------------------------------
Xxxxx Xxx
--------------------------------------------------------------------------------
/s/ Xxxxxxx X. Xxxxx President
------------------------------ -------------------------------------
Authorized Signature Title
7/19/96
------------------------------
Date
