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Exhibit 10.10
XXXXX
LEASE
THIS LEASE AGREEMENT, dated 11-17, 1992, by and between XXXXX MANAGEMENT, INC.,
Florida Corporation (the "Manager") as agent for the undersigned owner (the
"Lessor"), with its principal office at 0000 Xxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000, and ABRA CADABRA SOFTWARE*, a Corporation organized
and existing under the laws of Virginia with its principal office at 888
Executive Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxx 00000, (the
"Lessee").
WITNESSETH:
1. BASIC LEASE PROVISIONS
A. Name of Building and Address:
XXXXX Building
Xxxxx Center ST. PETERSBURG
County XXXXXXXX
Xxxx XX. XXXXXXXXXX Xxxxx XX 00000
B. Tenant Address for Notices:
000 Xxxxxxxxx Xxxxxx Xxxxx X.
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
C. Manager & Lessor Addresses for Notices:
Xxxxx Management, Inc .
Attention: General Manager
000 Xxxxxxxxx Xxxxxx Xxxxx X.
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
With copy to Xxxxx Management, Inc.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
D. Lease Term: * Five (5) Years/* 60 months from Commencement Date.
E. Commencement Date: January 1, 1993 subject to Paragraph 3.
F. Expiration Date: Dec. 31, 1997.
G. Monthly Base Rent: $12,523.78, plus any sales or use
taxes in the current amount of $876.66 for a total
current monthly amount of $13,400.44.
H. Leased Area of the Premises 13,241 rentable square feet,
which includes Lessee's share of common area facilities.
I. Suite Number(s): 300
J. Security Deposit: $13,400.44
K. Address for Payment of Rent:
XXXXX EQUITY, INC.
Xxxx Xxxxxx Xxx 0000000
Xxxxxxx, Xxxxxxx 00000-0000
NEITHER THIS LEASE NOR ANY MEMORANDUM OF THIS LEASE MAY BE RECORDED OR FILED FOR
RECORD IN ANY PUBLIC RECORDS WITHOUT THE SEPARATE EXPRESS WRITTEN CONSENT, IN
RECORDABLE FORM, OF THE LESSOR SIGNED ON BEHALF OF THE LESSOR BY THE PRESIDENT
OR A SENIOR VICE PRESIDENT OF THE LESSOR.
2. LEASE OF PREMISES: The Lessor hereby leases to the Lessee and the Lessee
hereby leases from the Lessor the premises (the "Premises") shown on Exhibit "A"
which are or will be contained in the office building (the "Building") located
at the address stated in Paragraph 1A, upon the terms and conditions contained
in this Lease. For purposes of this Lease, "Center" shall mean the Center
referred to in Paragraph 1A and all land, buildings, and improvements including
the "Common Areas" (as defined in Paragraph 29) associated with the Building.
The Leased Area of the Premises is as shown on Exhibit "A" and contains the
Leased Area as stated in Paragraph 1H as designated in Xxxxxxxxx 0X.
3. TERM: The term of this Lease (the "Term") shall commence on the date (the
"Commencement Date") which is the earlier to occur of: the date stated in
Paragraph 1E, or the date the Lessee first occupies all or part of the Premises.
The Term shall expire on the date (the "Expiration Date") stated in Paragraph 1F
unless sooner terminated as otherwise provided in this Lease or unless extended
pursuant to Paragraph 26.
4. USE AND POSSESSION: It is understood that the Premises are to be used by the
Lessee for general office purposes and for no other purpose without the prior
written consent of the Lessor. The Lessee shall not occupy or use the Premises
or permit the use or occupancy of the Premises for any purpose or in any manner
which: (a) is unlawful or in violation of any applicable legal, governmental or
quasi-governmental requirement, ordinance or rule; (b) may be dangerous to
persons or property; (c) may invalidate any insurance policy held by the Lessor
or increase the amount of premiums for any policy of insurance affecting the
Building or the Center, and if any additional amounts of insurance premiums are
so incurred, the Lessee shall pay to the Lessor the additional amounts on demand
as Additional Rent, as provided in Paragraph 5; provided that such payment shall
not authorize such use; (d) may create a nuisance or disturb any other tenant of
the Building or the Center or the occupants of the neighboring property or
injure the reputation of the Building or the Center; and (e) violates the Rules
and Regulations of the Building as may from time to time be provided by the
Manager (the "Rules and Regulations") or any restriction of record. The Lessor
agrees to have the Premises completed and ready for possession on or before the
Commencement Date, except as a result of strikes, insurrections, Acts of God and
other casualties or unforeseen events beyond the control of the Lessor. The
Lessee agrees to accept possession of the Premises within ten (10) days after
the receipt of notice by the Lessor of completion if after the date specified in
Paragraph 1E. The Lessee, at the expiration of the Term, shall deliver up the
Premises in good repair and condition, except for damages beyond the control of
the Lessee, reasonable use, and ordinary wear and tear.
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5. RENT: The Lessee agrees to pay to the Manager, as agent for the Lessor, at
the address specified in Paragraph 1K, or at such other place designated, in
writing, by the Manager or the Lessor, the base rent at the initial monthly rate
stated in Paragraph 1G (the "Monthly Base Rent"), without any prior notice or
demand and without any deduction whatsoever. The Monthly Base Rent is subject to
adjustment pursuant to Paragraph 6, and as adjusted is called "Adjusted Monthly
Base Rent". The Monthly Base Rent and the Adjusted Monthly Base Rent shall be
paid monthly in advance on the first day of each month of the Term, except that
the first installment of the Monthly Base Rent shall be paid by the Lessee to
the Lessor prior to the Commencement Date. The Adjusted Monthly Base Rent shall
be prorated for partial months within the Term. All charges, costs and sums
required to be paid by the Lessee to the Lessor under this Lease, in addition to
the Monthly Base Rent and the Adjusted Monthly Base Rent shall be considered
additional rent ("Additional Rent"), and the Adjusted Monthly Base Rent and
Additional Rent shall be collectively called the "Rent". The covenant of the
Lessee to pay the Rent shall be independent of every other covenant in this
Lease. All delinquent Rent shall bear interest at the maximum rate permitted by
law or fifteen percent (15%) per annum, whichever is less, from the date due
until paid.
6. RENT ADJUSTMENTS: The monthly base rent for each twelve (12) month period
subsequent to the first complete twelve (12) month period occurring during the
Term of this Lease or any renewal thereof shall be computed by multiplying the
previous years monthly base rental by a factor of 1.035. The Lessor shall notify
the Lessee of the amount of the Adjusted Monthly Base Rent, in writing, prior to
the respective anniversary date if the rent adjustment occurs. The Lessee agrees
to pay the Adjusted Monthly Base Rent, together with any applicable taxes as set
forth in Paragraph 7, on the first date of each month for the following twelve
(12) month period of for those months remaining in the period after notification
by the Lessor.
7. SALES AND USE TAX: In addition to the Rent and other amounts to be due to the
Lessor under this Lease, the Lessee shall pay to the Lessor and the Lessor shall
remit to the appropriate governmental authorities any sales, use, or other tax,
excluding Federal or State income taxes, now or hereafter imposed upon rents,
notwithstanding the fact that any statute, ordinance, enactment, or regulation
may endeavor to impose any of those types of taxes on the Lessor.
8. NOTICES: For the purpose of any notice or demand under this Lease, the
respective parties shall be served by overnight delivery, personal delivery, or
certified or registered mail, return receipt requested, addressed to the Lessee
at the address as set forth in Paragraph 1B and to the Lessor or the Manager at
the address set forth in Paragraph 1C. Any notice shall be effective when
delivered.
9. ORDINANCES AND REGULATIONS: The Lessee shall comply promptly, at the Lessee's
sole cost and expense, with all present and future laws, ordinances, rules and
regulations of any municipal, county, state, federal or other governmental
authority and any bureau or department thereof, and of the Board of Fire
Underwriters or any other body exercising similar functions, which may be
applicable to the manner in which the Lessee shall use or occupy the Premises,
and shall comply with the requirements of all policies of insurance at any time
in force with respect to the Buildings in which the Premises are located. The
Lessee agrees for itself and for its subtenants, employees, agents and invitees
to comply with the Rules and Regulations. The Lessor agrees to comply promptly
with all other such laws, ordinances, rules and regulations, including, but not
limited to, those requiring repairs, alterations, changes or additions to the
Building in which the Premises are located.
10. SIGNS: The Lessee shall not place any signs or other advertising matter or
material on the exterior or on the interior of the Premises visible from any of
the common areas of the Building or the Building or at any other location in the
Center, without the prior written consent of the Manager. Any lettering or signs
placed on the interior of the Building shall be for directional purposes only,
and such signs and lettering shall be of a type, kind, character and description
to be approved by the Manager in writing. Directional and identification signage
provided by the Lessor shall consist of building standard lettering on the
existing exterior monument, tenant entry door, and lobby directory.
11. SERVICES: The Lessor shall provide the following: heat and air conditioning
in the Premises, during normal business hours (See Paragraph 4), to the extent
necessary for the comfortable occupancy of the Premises under normal business
operations and in the absence of the use of machines, equipment, or devices
which affect the temperature otherwise maintained in the Premises; water from
the regular Building fixtures for drinking, lavatory, and toilet purposes,
customary cleaning, and janitorial services in the Premises Monday through
Friday, excluding national holidays; customary cleaning, mowing, grounds
keeping, and trash removal in the Common Areas; customary security services for
the exterior of the Building; and electricity for normal business usage.
Additional capacity or usage shall be provided at the option of the Lessor
(reasonably exercised) and at the sole cost and expense of the Lessee as
Additional Rent. The Lessor shall provide a reasonable amount of free parking
for the employees and visitors of the Lessee on the parking areas adjacent to
the Building. The Xxxxx building provides 303 non-reserved parking space, or 5.1
spaces per net square foot. The Lessee agrees that the Lessor shall not be
liable for damages or failure to furnish or delay in furnishing any service if
attributable to any of the causes described in Xxxxxxxxx 00, Xxxxxxxxx 16, or as
a result of Acts of God or events beyond the control of the Manager or the
Lessor. No failure to delay resulting from the foregoing reasons shall be
considered to be an eviction or disturbance of the Lessee's quiet enjoyment,
use, or possession of the Premises.
If the Lessee shall require electrical current to operate equipment or machines,
including heating, refrigeration, data processing (shall not include personal
computers), punch card, or other machines or equipment using electrical current
that will increase the amount of the electricity usually furnished by the Lessor
for use in general office space, the Lessee will obtain the prior written
approval of the Lessor and pay to the Lessor the additional direct expense
incurred, including any installation or maintenance cost, as Additional Rent.
12. ALTERATIONS: The Lessee, by occupancy hereunder, accepts the Premises as
being in good repair and condition and suitable for the Lessee's intended use of
the Premises. The Lessee shall maintain the Premises and every part thereof in
good repair and condition, damages by causes beyond the control of the Lessee,
reasonable use, wear and tear excepted. The Lessee shall not make or suffer to
be made any alterations, additions or improvements to or of the Premises or any
part thereof. The Lessee shall not permit any lien or claim for lien of any
mechanic, laborer, or supplier or any other lien to
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be filed against the Center, the Common Areas, the Building, the Premises, or
any part of such property arising out of work performed, or alleged to have been
performed by, or at the direction of, or on behalf of the Lessee.
13. QUIET ENJOYMENT: So long as the Lessee is not in default under this Lease,
the Lessee shall be entitled to peaceful and quiet enjoyment of the Premises,
subject to the terms of this Lease.
14. LESSOR'S RIGHT TO INSPECT AND DISPLAY: The Lessor shall have the right, at
all reasonable times during the Term of this Lease, to enter the Premises for
the purpose of examining or inspecting the Premises and of making any repairs or
alterations as the Lessor shall deem necessary. The Lessor shall also have the
right to enter the Premises at all reasonable hours for the purpose of
displaying the Premises to prospective tenants during the ninety (90) day period
prior to the Expiration Date of this Lease. During said ninety (90) day period
Lessor shall provide tenant prior notice of intent to display the premises,
Lessee's consent shall not be unreasonably withheld.
15. DESTRUCTION OF PREMISES: If the Premises, the Building, or the Center are
rendered substantially untenantable by fire or other casualty, the Lessor may
elect by giving the Lessee written notice within forty-five (45) days after the
date of fire or casualty, either to: (a) terminate this Lease as of the date of
the fire or other casualty; or (b) proceed to repair or restore the Premises,
the Building, or the Center (other than the leasehold improvements and personal
property installed by the Lessee), to substantially the same condition as
existed immediately prior to the fire or casualty.
If the Lessor elects to proceed pursuant to Subparagraph (b) above, the Lessor's
notice shall contain the Lessor's reasonable estimate of the time required to
substantially complete the repair or restoration. If the estimate indicates that
the time so required will exceed ninety (90) days from the date of the casualty
and the Lessor does not make available to the Lessee for its use and occupancy
other office space, substantially similar to the Premises and located in the
Center, pursuant to Paragraph 22, then the Lessee shall have the right to
terminate this Lease as of the date of such casualty by giving written notice to
the Lessor not later than twenty (20) days after the date of the Lessor's
notice. If the Lessor's estimate indicates that the repair or restoration can
be substantially completed within ninety (90) days, or if the Lessee fails to
exercise its right to terminate this Lease, this Lease shall remain in force and
effect.
If either the Premises, the Building, or the Center is damaged by fire or other
casualty but is not rendered substantially untenantable, then the Lessor shall
diligently proceed to repair and restore the damaged portions thereof within a
period not to exceed forty-five (45) days, other than the leasehold improvements
and personal property installed by the Lessee, to substantially the same
condition as existed immediately prior to such fire or other casualty, unless
such damage occurs during the last twelve (12) months of the Term, in which
event the Lessor shall have the right to terminate this Lease as of the date of
such fire or other casualty by giving written notice to the Lessee within thirty
(30) days after the date of such fire or other casualty.
If all or part of the Premises are damaged by fire or other casualty and this
Lease is not terminated, the Rent shall xxxxx for all or part of the Premises
which are untenantable on a per diem and proportionate area basis from the date
of the fire or other casualty until the Lessor has substantially completed the
repair and restoration work in the Premises which it is required to perform,
provided, that as a result of such fire or other casualty, the Lessee does not
occupy the portion of the Premises which are untenantable during such period.
16. CONDEMNATION: If all or part of the Premises, the Building, or the Center is
permanently taken or condemned by any authority for any public use or purpose
(including a deed given in lieu of condemnation), which renders the Premises
substantially untenantable, this Lease shall terminate as of the date XXXX vests
in such authority or at such time as the leased premises becomes untenantable
and the Rent shall be apportioned as of such date.
If any part of the Premises, the Building, or the Center is taken or condemned
for any public use or purpose (including a deed given in lieu of condemnation)
and this Lease is not terminated, the Rent shall be equitably and fairly reduced
for the period of such taking by an amount which bears the same ratio to the
Rent then in effect as the number of square feet of Leased Area in the Premises
so taken or condemned, if any, bears to the number of square feet of Leased Area
specified in Paragraph 1H. The Lessor, upon receipt and to the extent of the
award in condemnation or proceeds of sale, shall make necessary repairs and
restorations (exclusive of leasehold improvements and personal property
installed by the Lessee) to restore the Premises remaining to as near its former
condition as circumstances will permit, and to the Building and the Center to
the extent necessary to constitute the portion of same not so taken or condemned
as complete. If said condemnation substantially prevents Lessee's ability to
conduct business, Lessee shall have the option to terminate this lease.
The Lessor shall be entitled to receive the entire price or award from any such
sale, taking or condemnation without any payment to the Lessee and the Lessee
hereby assigns the Lessor the Lessee's interest, if any, in such award; provided
however, the Lessee shall have the right separately to pursue against the
condemning authority an award in respect of the loss, if any, to the leasehold
improvements paid by the Lessee without any credit or allowance from the Lessor
and for any loss for injury, damage or destruction of the Lessee's business
resulting from such taking. Under no circumstances shall the Lessor seek or be
entitled to any compensation for the value of its leasehold estate.
17. ASSIGNMENT AND SUBLEASE: Without the prior written consent of the Lessor,
the Lessee shall not sublease the Premises, or assign, mortgage, pledge,
hypothecate or otherwise transfer or permit the transfer of this Lease or the
interest of the Lessee in this Lease, in whole or in part, by operation of law,
court decree or otherwise. The consent of the Lessor to any sublease or
assignment shall not be unreasonably withheld based upon the determination by
the Lessor of the financial and or other suitability of the proposed sublessee
or assignee. If the Lessee desires to assign this Lease or to enter into any
sublease of the Premises, the Lessee shall deliver written notice of such intent
to the Lessor, together with a copy of the proposed assignment or sublease at
least thirty (30) days prior to the effective date of the proposed assignment or
commencement date of the term of the proposed sublease. Any approved sublease
shall be expressly subject to the terms and conditions of this Lease. In the
event of any approved sublease or assignment, the Lessee shall not be released
or discharged from any liability, whether past, present or future, under this
Lease, including any renewal term of this Lease. For purposes of this Paragraph
17, an assignment shall be considered to include a change in the majority
ownership or control of the Lessee if the Lessee is a partnership or a
corporation whose shares of stock are not traded publicly.
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18. HOLDING OVER: It is further covenanted and agreed that if the Lessee, or any
assignee or sublessee of the Lease, shall continue to occupy the Premises after
the termination of this Lease (including a termination by notice under Paragraph
23 or Paragraph 26), without the prior written consent of the Lessor, such
tenancy shall be a Tenancy of Sufferance. During the period of any hold over
tenancy by the Lessee, or any assignee or sublessee, the Lessor or the Manager,
by notice to the Lessee, may adjust the Adjusted Monthly Base Rent to an amount
equal to one hundred and fifty percent (150%) of the Adjusted Monthly Base Rent
for the last month of the Term for which rent is paid. Acceptance by the Lessor
of any Rent after termination shall not constitute a renewal of this Lease or a
consent to such hold over occupancy nor shall it waive the Lessor's right of
re-entry or any other right contained in this Lease or provided by law.
19. SUBORDINATION AND ATTORNMENT: This Lease and the rights of the Lessee
hereunder are expressly subject and subordinate to the lien and provisions of
any mortgage, deed of trust, deed to secure debt, ground lease, assignment of
leases, or other security instrument or operating agreement (collectively called
a "Security Instrument") now or hereafter existing encumbering the Premises, the
Building, the Center, or any part thereof, and all amendments, renewals,
modifications and extensions of and to any such Security Instrument and to all
advances made or hereafter to be made upon the security of such Security
Instrument. The Lessee agrees to execute and deliver such further instruments,
in such form as may reasonably be required by any holder of a proposed or
existing Security Instrument, subordinating this Lease to the lien of any such
Security Instrument as may be requested in writing by the Lessor or the Manager
from time to time.
In the event of the foreclosure of any such Security Instrument by voluntary
agreement or otherwise, or the commencement of any judicial action seeking such
foreclosure, the Lessee, at the request of the then lessor, shall attorn to and
recognize such mortgagee or purchaser in foreclosure as the Lessee's landlord
under this Lease. The Lessee agrees to execute and deliver at any time upon
request of such mortgagee, purchaser, or their successors, any instrument to
further evidence such attornment in form acceptable to such person and Lessee.
The Lessee shall from time to time, upon not less than ten (10) days' prior
written request by the Lessor or the Manager, deliver to the Lessor or the
Manager a statement in writing certifying: that this Lease is unmodified and in
full force and effect, or, if there have been modifications, that this Lease, as
modified, is in full force and effect; the amount of each item of the Rent then
payable under this Lease and the date to which the Rent has been paid; that the
Lessor is not in default under this Lease or, if in default, a detailed
description of such default; that the Lessee is or is not in possession of the
Premises, as the case may be; and containing such other information and
agreements as may be reasonably requested.
20. WAIVER AND INDEMNIFICATION: To the full extent permitted by law, the Lessee
hereby releases and waives all claims against the Lessor, the Manager and their
respective agents, employees, officers, directors, and independent contractors,
for injury or damage to person, property or business sustained in or about the
Center, the Building, or the Premises by the Lessee, its agents or employees
other than damage caused by the negligence of the Lessor, the Manager or their
respective agents or employees.
The Lessee agrees to indemnify and hold harmless the Lessor, the Manager and
their respective agents and employees, from and against any and all liabilities,
claims, demands, costs, and expenses of every kind and nature (including
attorneys' fees), including those arising from any injury or damage to any
person (including death), property or business sustained in or about the
Premises, and resulting from the negligence or willful act or omission of the
Lessee, its employees, agents, servants, invitees, licensees or subtenants, or
resulting from the failure of the Lessee to perform its obligations under this
Lease; provided, however, the Lessee's obligations under this section shall not
apply to injury or damage resulting from the negligence or willful act of the
Lessor, the Manager or their respective agents or employees.
The Lessor agrees to indemnify and hold harmless the Lessee and its respective
agents and employees, from and against any and all liabilities, claims, demands,
costs and expenses of every kind and nature (including attorney's fees), arising
from any injury or damage to any person (including death), property or business
sustained in or about the Building and resulting from the negligence or willful
act or omission of the Lessor, its employees, agents or servants, or resulting
from the failure of the Lessor to perform its obligations under this Lease;
provided, however, the Lessor's obligations under this section shall not apply
to injury or damage resulting from the negligence or willful act of the Lessee,
or its agents or employees.
The Lessor and the Manager shall not be responsible or liable to the Lessee for
any event, act or omission to the extent covered by insurance and maintained by
the Lessee with respect to the Premises and its use and occupancy thereof
(whether or not such insurance is actually obtained or maintained) and the
proceeds of such other insurance as is obtained and maintained by the Lessee
with respect to the Premises and to its use and occupancy thereof. At the
request of the Lessor, the Lessee shall from time to time provide the Lessor
with effective waivers of subrogation by its insurers for the benefit of the
Lessor and the Manager, and their respective agents or employees, in a form
satisfactory to the Lessor.
21. SURRENDER OF PREMISES: Upon the expiration or termination of this Lease or
the termination of the Lessee's right of possession of the Premises, the Lessee
shall surrender and vacate the Premises immediately and deliver possession
thereof to the Lessor in a clean, good, and tenantable condition, except for
damages beyond the control of the Lessee, reasonable use, and ordinary wear and
tear. Any movable trade fixtures and personal property that may be removed from
the Premises by the Lessee but which are not so removed upon the vacancy of the
Premises by the Lessee shall be conclusively presumed to have been abandoned by
the Lessee and title to such property shall pass to the Lessor without any
payment or credit and the Lessor may, at its option and at the Lessee's expense,
store and/or dispose of such property.
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23. EVENTS OF DEFAULT: Each of the following shall constitute an event of Rent
default by the Lessee under this Lease: the Lessee fails to pay any installment
within ten (10) days after the date on which the installment of Rent first
becomes due; the Lessee fails to observe or perform any of the other covenants,
conditions or provisions of this Lease and fails to cure such default within
fifteen (15) days after written notice to the Lessee; the interest of the Lessee
in this Lease is levied upon under execution of other legal process; a petition
is filed by or against the Lessee to declare the Lessee bankrupt or seeking a
plan of reorganization or arrangement under any Chapter of the Bankruptcy Code,
or any amendment, replacement or substitution therefor, or to delay payment of,
reduce or modify the Lessee's debts; the Lessee is declared insolvent by law or
any assignment of the Lessee's property is made for the benefit of creditors; a
receiver it appointed for the Lessee or the Lessee's property; or the Lessee
abandons or vacates the premises or within such time as may be reasonable under
the circumstances provided Lessee diligently commences and pursues action to
cure such default. Upon the occurrence of an event of default by the Lessee
under this Lease, the Lessor, at its option, without further notice or demand to
the Lessee, may in addition to all other rights and remedies provided in this
Lease, at law or in equity:
A. Terminate this Lease and the Lessee's right of possession of the Premises,
and recover all damages to which the Lessor is entitled under law, specifically
including, without limitation, all the Lessor's expenses of reletting (including
repairs, alterations, improvements, additions, decorations, legal fees and
brokerage commissions).
B. Terminate the Lessee's right of possession of the Premises without
terminating this Lease, in which event the Lessor may, but shall not be
obligated to, relet the Premises, or any part thereof for the account of the
Lessee, for such rent and such term and upon such terms and conditions as are
acceptable to the Lessor. For purposes of any reletting of the Premises, the
Lessor is authorized to redecorate, repair, alter and improve the Premises to
the extent reasonably necessary. Until the Lessor does not relet the Premises,
the Lessee shall pay the Lessor monthly on the first day of every month during
the period that Tenant's right of possession is terminated, a sum equal to the
amount of Rent due under this Lease for such month (less any amount which the
Lessor could have realized if the Lessor relet the premises to a reputable,
credit-worthy substitute lessee procured by the Lessee and presented to the
Lessor in writing, which substitute lessee was ready, willing and able to lease
the Premises pursuant to the form of this Lease). If and when the Premises are
relet and a sufficient sum is not realized from such reletting after payment of
all the Lessor's expenses of reletting (including repairs, alterations,
improvements, additions, decorations, legal fees and brokerage commissions) to
satisfy the payment of Rent due under this Lease for any month, the Lessee shall
pay to the Lessor any such deficiency monthly upon demand. The Lessee agrees
that the Lessor may file suit to recover any sums due to the Lessor under this
section from time to time and that such suit or recovery of any amount due the
Lessor shall not be any defense to any subsequent actions brought for any amount
not previously reduced to judgment in favor of the Lessor.
If the Lessor elects to terminate the Lessee's right to possession only without
terminating this Lease, the Lessor may, at its option, enter into the Premises,
remove the Lessee's signs and other evidences of tenancy, and take and hold
possession thereof; provided, however, that such entry and possession shall not
terminate this Lease or release the Lessee, in whole or in part, from the
Lessee's obligation to pay the Rent reserved hereunder for the full Term or from
any other obligation of the Lessee under this Lease.
The Lessee shall pay, upon demand, all costs and expenses, including attorneys'
fees, incurred by the Lessor in enforcing the Lessee's obligations under this
Lease or resulting from the Lessee's default under this Lease.
24. SUCCESSORS AND ASSIGNS: This Lease shall bind and inure to the benefit of
the successors, assigns, executors, administrators, and legal representatives of
the parties hereto. In the event of the sale, assignment, or transfer by the
Lessor of its interest in the Building or in this Lease (other than a collateral
assignment to secure a debt of the Lessor prior of enforcement) a successor in
interest who expressly assumes the obligations of the Lessor hereunder, the
Lessor shall thereupon be released or discharged from all of its covenants and
obligations hereunder, except such obligations as the Lessor shall have accrued
prior to any such sale, assignment or transfer; and the Lessee agrees to look
solely to such successor in interest of the Lessor for performance of such
obligations. Any securities or funds given by the Lessee to the Lessor to secure
performance by the Lessee of its obligations hereunder may be assigned by the
Lessor to such successor in interest of Lessor and, upon acknowledgment by such
successor or receipt of such security and its assumption of the obligation to
account for such security in accordance with the terms of the Lease, the Lessor
shall be discharged from any further obligation relating thereto. The Lessor's
assignment of the Lease or of any or all of its rights herein shall in no manner
affect the Lessee's obligations hereunder. The Lessor shall have the right to
freely sell, assign or otherwise transfer its interest in the Building and/or
this Lease.
25. NON-WAIVER: No waiver of any covenant or condition of this Lease by either
party shall be deemed to imply or constitute a further waiver of the same
covenant or condition or any other covenant or condition of this Lease.
26. SECURITY DEPOSIT: As security for the performance of its obligations under
this Lease, the Lessee upon its execution of this Lease has paid to the Lessor a
security deposit (the "Security Deposit") in the amount stated in Paragraph 1J.
The Security Deposit may be applied by the Lessor to cure or partially cure any
default of the Lessee under this Lease, and upon notice by such Lessor of such
application, the Lessee shall replenish the Security Deposit in full by promptly
paying to the Lessor the amount so applied. The Lessor shall not pay any
interest on the Security Deposit. The Security Deposit shall not be deemed an
advance payment of rent or a measure of damages for any default by the Lessee
under this Lease, nor shall it be a bar or defense to any
5 of 6
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action which the Lessor may at any time commence against the Lessee.
27. LIMITATION OF THE LESSOR'S LIABILITY: As used in this Lease, the term
"Lessor" shall mean the entity herein named as such, and its successors and
assigns. No person holding the Lessor's interest under this Lease (whether or
not such person is named as the "Lessor") shall have any liability hereunder
after such person ceases to hold such interest, except for any liability
accruing hereunder while such person held such interest. Neither the Lessor nor
any principal officer, employee, or partner (general or limited) of the Lessor
shall have any personal liability under any provision of this Lease. If the
Lessor defaults in the performance of any of the obligations under this Lease or
otherwise, the Lessee shall look solely to the Lessor's assets, interest, and
rights, and not to the assets, interest, or rights of any principal, officer,
employee, or partner (general or limited), for satisfaction of the Lessee's
remedies on account thereof.
28. COMMON AREAS: For purposes of this Lease "Common Areas" shall mean all
areas, improvements, space, and equipment in or at the Center, provided by the
Lessor for the common or joint use and benefit of tenants, customers, and other
invitees.
29. MISCELLANEOUS: This Lease, the Exhibits and the Riders, if any, attached
hereto contain the entire agreement between the Lessor and the Lessee and there
are no other agreements, either oral or written. This Lease shall be modified or
amended only by a writing signed by the Lessor and the Lessee and specifically
referring to this Lease. The captions in this Lease are for convenience only and
in no way define, limit, construe or describe the scope or intent of the
provisions of this Lease. This Lease shall be construed in accordance with the
laws of the state in which the Building is located. If any provision of this
Lease or any amendment hereof is invalid or unenforceable in any instance, such
validity or unenforceability shall not affect the validity or enforceablity of
any other provision, or such provision in any circumstance not controlled by
such determination.
30. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from the applicable county
public health unit.
31: RIDERS: All riders attached hereto and signed by the Lessor and Lessee shall
be deemed to be a part hereof and hereby incorporated herein.
IN WITNESS WHEREOF, the Lessee and the Lessor have executed or caused to be
executed this Lease as of the date set forth above.
ATTACHED ADDENDUM BECOMES A PART OF THIS LEASE.
Lessee: ABRA CADABRA SOFTWARE, INC. Lessor: XXXXX EQUITY, INC.
By: /s/ Xxx Xxxxxxxx (SEAL) By: Xxxxx Management, Inc.
--------------------------- as Agent for the Lessor
Title: Chairman By: /s/ Signature
----------------------------- ------------------------------
Its: Vice President
Attest: Attest: /s/ J Xxxxxx Xxxxx
----------------------------- --------------------------
Its:
(Corporate Seal) (Corporate Seal)
Signed and sealed in the Signed and sealed in the
presence of: presence of:
(1) /s/ Xxxxxxxxx X. Cupstein (1) /s/ Xxxxx Xxxx
-------------------------------- -----------------------------
(2) /s/ Xxxx X. Xxxxxxx (2) /s/ Xxxxxxxxx Xxxxxxx
-------------------------------- -----------------------------
As to the Lessee As to the Lessor
6 of 6
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ADDENDUM TO LEASE
ABRA CADABRA
33. Rent Abatement: Lessee shall receive a total of five (5) months rental
abatement distributed as follows:
January 1993
February 1993
January 1994
January 1995
January 1996
34. Tenant Improvements: Lessor shall provide an initial tenant improvement
allowance of $7.50 per rentable square foot leased, or $99,307.50 (13,241
rentable square feet). Lessee shall reimburse Lessor for improvement costs in
excess of the $7.50 per rentable square foot allowance.
In the event the total cost of tenant improvements is less than $7.00 per
rentable square foot leased, or $92,687.00, the remaining surplus, up to a $7.00
per rentable square foot ceiling, will be used to reimburse Lessee for
reasonable out-of-pocket relocation cost.
Space planning and construction drawings are to be provided by Lessor exclusive
of the tenant improvement allowance.
35. Option to Renew: Lessee shall have the Option to Renew this lease for one
(1) additional term of one (1) year, by providing Lessor one hundred-twenty
(120) days prior written notice. Rental payments for the one (1) year renewal
term shall be at the rate of $13.48 per rentable square foot per annum plus
applicable sales tax. The first months rent (January, 1998) of said renewal term
shall be abated.
36. First Right of Refusal: Lessee shall have First Right of Refusal on all
vacant space of the third floor of the Xxxxx Building. Lessor shall provide
Lessee prior written notice of its intent to lease all or a portion of said
space. Lessee shall have ten (10) working days from date of notice to lease
or reject said space. To exercise said option, Lessee must lease additional
square footage equal to or greater in size than the square footage specified in
Lessor's notice.
37. Expansion: In the event Lessee expands during the initial term of this
lease, the rental rate for said expansion space shall be the per rentable square
foot rate then prevailing for the initial space lease. Said expansion rental
rate shall be escalated concurrent with the rate for the initial space leased.
8
ADDENDUM TO LEASE
ABRA CADABRA
PAGE TWO
Lessee shall receive a tenant improvement allowance on said expansion space
equal to a prorated portion of $7.50 per expansion square foot leased, prorated
for the remaining portion of the initial (5) year term, or more specifically ,
$.125 per rentable square foot per reaming month of initial lease term.
In the event Lessee requires expansion space occupied by another tenant, Lessor
shall make a diligent, good faith effort the negotiate the relocation of said
tenant. To secure said relocation, Lessee may be required to absorb the costs
associated with the relocation of said tenant.
38. Interruption of Building Services: In the event the building services
outlined in Paragraph 11 of this lease are interrupted, and said interruption
causes all or a portion of the leased premises to become uninhabitable, Lessor
shall diligently commence and pursue action to restore the interrupted services.
If said interruption is within the control of the Lessor, and Lessor does not
restore said services within three (3) business days, or within such time as may
be reasonable under the circumstances provided Lessor diligently commences and
pursues action to restore said service without unreasonable delay, the rent
shall be abated for the portion of the leased premises that is uninhabitable for
the period of time said space is uninhabitable.
39. Early Occupancy: In the event Lessee occupies the leased premises prior to
the commencement of this Lease Agreement, all terms and conditions of the lease
will be in effect, except the monthly rental, which shall commence March 1, 1993
as outlined in the Lease Agreement (January 1993, February 1993 are abated).
40. After Hours HVAC: Lessor shall provide HVAC service to the leased premises
8:00 AM to 7:00 PM Monday through Friday, excluding national holidays. After
hours HVAC for the hours of 8:00 AM to 1:00 PM on Saturdays will be invoiced at
the rate of $5.00 per hour. HVAC for all hours other than those outlined above
shall be invoiced at the rate of $10.00 per hour. In the event Lessee expands
and said expansion results in increased HVAC capacity requirements, the after
hours HVAC rate shall increase proportionately with the increased capacity
requirement.
###
9
[XXXXX LOGO]
RULES AND REGULATIONS
1. The Lessor may refuse admission to any Building outside of ordinary business
hours to any person not known to any watchman, or security guard or not properly
identified, and may require all persons admitted to or leaving any Building
outside of ordinary business hours to register. Any person whose presence in any
Building, or the Center at any time, shall in the judgment of the Lessor, be
prejudicial to the safety, character, reputation and interests of any Building
or its tenants may be denied access to any Building or may be ejected therefrom.
In case of invasion, riot, public excitement or other commotion, the Lessor may
prevent all access to any Building during the continuance of the same, by
closing the doors or otherwise, for the safety of the Lessees, any Building and
protection of property in any Building. The Lessor may require any person
leaving any Building with any package or other object to exhibit a pass from the
Lessee from whose Premises the package or object is being removed, but the
establishment and enforcement of such requirement shall not impose any
responsibility on the Lessor for the protection of any Lessee against the
removal of property from the Premises of the Lessee. The Lessor shall in no way
be liable to any Lessee for damages or loss arising from the admission,
exclusion or ejection of any person to or from the Lessee's Premises or any
Building under the provisions of this rule.
2. The Lessor reserves the right to exclude or expel from any Building any
person who in the judgment of the Lessor is intoxicated or under the influence
of liquor or drugs.
3. Lessees shall not do or permit anything to be done in their Premises or bring
or keep anything therein which will in any way obstruct or interfere with the
rights of other tenants, of do, or permit anything to be done in their Premises
which shall, in the judgment of the Lessor or its Manager, in any other way
injure or annoy them, or conflict with the laws relating to fire, or with the
regulations of the fire department or with any insurance policy upon any
Building or any part thereof or any contents therein or conflict with any of the
Rules and Ordinances of the public building or health authorities.
4. All electrical equipment used by the Lessee shall be U.L. approved. Nothing
shall be done or permitted in the Lessee's Premises, and nothing shall be
brought into or kept in the Premises which would impair or interfere with any
Building services or the proper and economic heating, cooling, cleaning or other
servicing of any Building or the Premises.
5. Lessees shall not install or operate any steam or gas engine or boiler, or
carry on any mechanical business, in any Building. The use of oil, gas or
inflammable liquids for heating, lighting or any other purpose is expressly
prohibited. Explosives or other articles deemed extra hazardous shall not be
brought into any Building or the Center. The Lessee shall not use any other
method of heating other than that supplied by the Lessor.
6. Lessees shall give the Lessor prompt notice of all accidents to or defects in
air conditioning equipment, plumbing, electric facilities, or any part or
appurtenance of their Premises.
7. Lessees shall use electric, gas and other forms of energy only from such
sources of supply as is furnished by Lessor in any Building occupied by such
Lessee.
8. All deliveries to any Building for or by any Lessee are to be made through
the service entrance, if any, to any Building as designated by the Lessor,
unless special permission is granted by the Lessor for the use of other Building
entrances.
9. Furniture, equipment or supplies shall be moved in or out of any Building
only upon the elevator designated by the Lessor and then only during such hours
and in such manner as may be prescribed by the Lessor.
10. Should any Lessee desire to place in any Building any unusually heavy
equipment, including, but not limited to, large files, safes, and electronic
data processing equipment, it shall first obtain written approval of the Lessor
to place such items within any Building, for the use of any Building elevators,
and for the proposed location in which such equipment is to be installed. The
Lessor shall have the power to prescribe the weight and position of any
equipment that may exceed the weight load limits of any building structure, and
may further require, at the Lessee's expense, the reinforcement of any flooring
on which such equipment may be placed, and/or to have an engineer study
performed to determine such weight and position of equipment, to determine added
reinforcement required, and/ or determine whether or not such equipment can be
safely placed within any Building.
11. Lessees shall not place additional locks or bolts or any kind upon any of
the doors of their Premises and no lock on any door therein shall be changed or
altered in any respect. Duplicate keys for the Lessee's Premises shall be
procured only from the Lessor, which may make a reasonable charge therefor. Upon
the termination of a Lessee's lease, all keys of the Premises shall be delivered
to the Lessor.
12. Lessees shall not leave any refuse in the public hallways or other areas of
any Building (excepting the Lessee's own Premises) for disposal.
1
00
XXX XXXXX XXXXXX XX. XXXXXXXXXX
an Office Community Between 4th and 9th Streets North
at Xxxxx Boulevard
XXXXX BUILDING
[FLOOR PLAN]
SUITE 300
ABRA CADABRA, INC.
13,241 RENTABLE SQ
EXHIBIT "A"
11
[XXXXX LETTERHEAD]
LEASE AMENDMENT
THIS LEASE AGREEMENT, dated OCT 02 1995, by and between XXXXX EQUITY, INC., a
Florida Corporation ("Lessor") with its principal office at 0000 Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and ABRA CADABRA SOFTWARE, INC., a
Corporation organized and existing under the laws of the State of Virginia, with
its principal office at 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xx.
Xxxxxxxxxx, Xx 00000 ("Lessee"). The Lessee and the Lessor executed a Lease
Agreement dated November 17, 1992, and amended 7/2/93, effective 7/1/95* for
space designated as Suite 300, comprising approximately 19,415 square feet (as
shown on Exhibit "A" attached), located at 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx, Xxxx
of St. Petersburg, county of Pinellas State of Florida. The parties hereto
desire to alter and modify said Lease Agreement, effective December 1, 1995, as
follows:
*and effective 8/1/1995
1. Increase square footage from 19,415 rentable square feet as shown on
Exhibit "A".
2. Increase the monthly base rental from $20,947.17 to $25,824.43 plus
$1,807.71 sales tax for a monthly total of $27,632.14.
3. Per Paragraph 37 of the Lease Agreement, Lessor shall provide tenant
improvements up to an allowance of $3.00 per rentable expansion square
foot leased or a total of $18,588.00.
4. Lessee shall reimburse Lessor for all costs directly related to the
relocation of the current tenants of Suites 301 and 304 in the Xxxxx
Building. Said costs are to include the moving of office equipment,
replacement of existing printed material and the construction of the
relocation premises. Said costs are estimated at approximately
$68,700.00. Lessee shall not be liable for any relocation costs that vary
more than 10% from the quoted estimate.
Except as specifically amended and modified by this Lease Amendment, all other
terms of the Lease and the Exhibits attached thereto remain in full force and
effect.
IN WITNESS WHEREOF, the Lessee and the Lessor have executed or caused to be
executed this Lease Amendment as of the date set forth above.
Lessee: ABRA CADABRA SOFTWARE, INC. Lessee: XXXXX EQUITY, INC.
---------------------------- ----------------------------
a Florida Corporation, Successor by merger
By: /s/ XXXXXX XXXXXX (SEAL) By: /s/ XXXXX X. XXXXXX
---------------------------- ----------------------------
Xxxxxx Xxxxxx XXXXX X. XXXXXX
Title: Treasurer Title: VICE PRESIDENT
---------------------------- ----------------------------
Attest: /s/ Xxxxxxx Xxxxxx Attest: /s/ Xxxx Xxx Xxxxxxx
---------------------------- ----------------------------
Its: Secretary Its:
---------------------------- ----------------------------
(Corporate Seal) (Corporate Seal)
Date: 8/25/95 Date: OCT 02 1995
---------------------------- ----------------------------
Signed and sealed in the presence of: Signed and sealed in the presence of:
(1) /s/ XXXXXX X. XXXXXXXX (1)
---------------------------- ----------------------------
Print Name Xxxxxx X. Xxxxxxxx Print Name:
---------------------------- ----------------------
(2) /s/ XXXXXXX XXXXXXXXX XXXXX (2)
-------------------------------
Print Name: Xxxxxxx Xxxxxxxxx Xxxxx Print Name:
---------------------------- ----------------------
As to the Lessee As to the Lessor
00
XXX XXXXX XXXXXX XX. XXXXXXXXXX
an Office Community Xxxxx Building
875 Centerview
[FLOOR PLAN]
FIRST FLOOR
ABRA CADABRA
SECOND FLOOR
EXPANSION
6,196 RSF
ABRA CADABRA
19,415 RSF
(INCLUDING SECOND FLOOR)
THIRD FLOOR
EXHIBIT "A"