MODIFICATION TO LEASE #2
July 15, 1997
Admiralty Bank
THIS MODIFICATION: Is a modification to that certain Commercial Lease dated
March 15, 1986, as modified January 2, 1992 (hereafter "Lease") where LOGGERHEAD
ASSOCIATES LTD., a Partnership is "Landlord," and ADMIRALTY BANK, a Florida
Corporation is "Tenant" covering property commonly known as 0000 X.X. Xxxxxxx 0,
Xxxx Xxxxx, XX 00000.
NOW THEREFORE: For good and valuable consideration, the parties hereby agree to
modify the subject Lease as follows.
I. ADDRESS CHANGE. The U.S. Highway 1 address is revised from "1205" to
"14235."
II. RENTABLE SQUARE FEET. Subject to other conditions herein, and commencing
November 1, 1997, the building "Rentable Square Feet" shall be reduced to
2,508 Rentable Square Feet (see cross hatched area on Exhibit "B-I"
attached).
III. EXTENSION OF TERM. The term of the Lease is extended to and through
December 31, 1998.
IV. MINIMUM RENT. Commencing November 1, 1997, Minimum Rent shall adjust as
follows.
PERIOD MONTHLY - MONTHLY - MONTHLY ANNUAL
PREMISES DRIVE-UP TOTALS TOTALS
NOV 97 - DEC 98 $3,448.50 $900.00 $4,348.50 $52.182.00
V. DIVISION OF LEASED PREMISES. The Leased Premises shall be divided according
to Exhibit "B-I" attached. The Tenant shall pay all costs related to
division of the Leased Premises, including repair and restoration work on
each side of such division, including but not limited to proper restoration
of electric service to the space being given up (remainder space) by the
Tenant. The Tenant shall pay all costs related to the addition of a new
bathroom (or bathrooms) in the remaining Leased Premises, and a kitchen if
desired. Existing bathrooms, and bathroom fixtures, shall remain in place
and unchanged. The Landlord grants the Tenant the right to relocate the
existing kitchen cabinets and related plumbing fixtures from the existing
kitchen of Tenant. The Tenant shall additionally be responsible for
decorating in the Leased Premises. The Tenant shall promptly commence
construction upon execution hereof, and shall complete the same on or
before September 30, 1997. Time is of the essence.
VI. RENEWAL OPTION. Provided that Tenant has not defaulted under any of the
terms, covenants or conditions of Lease, and further provided Tenant shall
give Landlord written notice not less than nine (9) months prior to the
expiration date of the initial term of this Lease (or any extension or
renewal thereto, Tenant shall have the option of renewing this Lease for
one (1) additional term of four (4) years ("first option"), and one (1)
additional term of five (5) years ("second option"), on the same covenants
and conditions as herein provided. Annual Minimum Rent during the first
option period shall be $41,382 for the Leased Premises and $10,800 for the
drive-up, totaling $4,348.50 per month. Annual Minimum Rent during the
second option period shall be $43,890 for the Leased Premises and $12,000
for the drive-up, totaling $4,657.50 per month.
Except as modified here, all other terms and conditions of the subject Lease
shall remain unchanged and in full force and effect.
WITNESSES: TENANT: ADMIRALTY BANK
/s/ - BY: /s/ Xxxxx X. Xxxxxx
-------------------------- -------------------------------
XXXXX X. XXXXXX Xx: PRESIDENT
/s/ -
-------------------------
LANDLORD: LOGGERHEAD ASSOCIATES LTD
------------------------- BY:
----------------------------------
Loggerhead One Corporation,
------------------------- General Partner
Xxxx X. Xxxxxx, President
LEASE MODIFICATION #1
Admiralty Bank
THIS MODIFICATION: Is a modification to that certain Xxxxx dated March 15, 1986
where Loggerhead Associates is "Landlord", and where Admiralty Bank is "Tenant"
covering property commonly known as 0000 X.X. Xxxxxxx X, Xxxx Xxxxx, XX 00000.
WHEREAS: Xxxxxx wishes to extend the term of the subject Lease and reduce the
Minimum Rent, and whereas Landlord is willing to extend the term as hereafter
indicated;
NOW THEREFORE: For good and valuable consideration, the parties agree to modify
the subject Lease as follows.
1. The term of the subject Lease is hereby extended to and through December
31, 1997.
2. Commencing January 1, 1992, the "Minimum Rent" pertaining to the "Leased
Premises", and the additional rent pertaining to the "drive-up lanes" are
modified as follows.
Monthly- Monthly-
Period Months Premises Drive-Up Totals
------ ------ -------- -------- ------
1/92-12/92 12 $4,259.25 $ 695.00 $4,954.25
1/93-12/93 12 $4,653.63 $ 730.00 $5,383.63
1/94-12/94 12 $5,048.00 $ 765.00 $5,813.00
1/95-12-95 12 $5,363.50 $ 800.00 $6,163.50
1/96-12-96 12 $5,679.00 $ 835.00 $6,514.00
1/97-12/97 12 $5,836.75 $ 870.00 $6,706.75
3. Paragraph 38 with respect to an "Option For Additional Terms" is modified
to provide for three (3) additional terms of five (5) years each, pursuant
to the terms of Paragraph 10. The three renewal options as discussed here
are for the period(s) following the expiration per this Lease Modification
#1 (i.e. December 31, 1997).
Except as modified here, all other terms and conditions of the subject Lease
shall remain unchanged and in full force and effect.
DATED: January 2, 1992
WITNESSES:
/s/ - TENANT: ADMIRALTY BANK, a Florida Corporation
---------------------
/s/ Xxx Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxx, Chief Operating Officer
--------------------- ---------------------------------------------
As:
/s/ - LANDLORD: LOGGERHEAD ASSOCIATES, A Partnership
-------------------
/s/ - BY: /s/ Xxxx X. Xxxxxx
-------------------- ----------------------------------------------
Xxxx X. Xxxxxx, General Partner
EXHIBIT F-2
LEASE
THIS INDENTURE OF LEASE, made on the 15th day of March, 1986, by and
between LOGGERHEAD ASSOCIATES, whose mailing address is P.O. Drawer 1929, Delray
Beach, Florida 00000-0000, hereinafter called the "Landlord" or "Owner", which
term, shall include its successors and assigns wherever the context so requires
or admits, and ADMIRALTY BANK, a Florida corporation (in organization), whose
mailing address is 0000 X.X. Xxxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000,
herein designated as the "Tenant", which term shall include their successors or
assigns wherever the context so requires or admits.
W I T N E S S E T H:
1. LEASED PREMISES.
That for and in consideration of the payment from time to time of the rents
hereinafter stipulated and for and in consideration of the performance of the
covenants hereinafter contained by the Tenant to be kept and performed, the
Landlord has leased, let and demised and by these presents does lease, let and
demise unto the Tenant, and the Tenant accepts from the Landlord, those certain
premises, known as Suite 1205, located in LOGGERHEAD PLAZA (herein called the
"Building"), City of Juno Beach, in the County of Palm Beach, and the State of
Florida, legally described on Exhibit "A" attached hereto and made a part
hereof, which premises consist of an area of approximately 3,786 square feet,
herein called "the leased premises", and for purposes of paragraph 4-A includes
zero square feet of the common area facilities making a total of 3,786 square
feet, hereinafter called "Rentable Square Feet".
The use and occupation by the Tenant of the leased premises shall include
the use in common with others entitled thereto of the common areas, employees'
parking areas, service roads, sidewalks and customer car parking areas,
hallways, stairwells, elevators and other facilities as may be designated from
time to time by the Landlord, subject, however, to the terms and conditions of
this Lease and to reasonable rules and regulations for the use thereof, as
prescribed from time to time by the Owner.
2. COMMENCEMENT OF TERM
The term of this Lease shall commence on the 1st day of May, 1987, or upon
Bank Charter approval, whichever first occurs (as evidenced by a copy of such a
Bank Charter).
3. LENGTH OF TERM.
The term of this Lease shall be for five (5) years following the
commencement of the term as provided in the preceding paragraph unless sooner
terminated or extended as hereinafter provided.
4. RENT.
A. The Tenant hereby agrees to pay to the Landlord, without demand and
without any deduction or set-off whatsoever, for the term of this lease, the
annual rental of $56,790.00, in lawful money of the United States, in equal
monthly installments of $4,732.50, in advance on the first day of each month
during said term, at the office of the Landlord or at such other place or places
as the landlord may from time to time designate in writing. Said rent
hereinafter called "annual minimum rent". In addition, Tenant shall pay all
rental, use or sales tax on rent, levied by governmental agencies. Additional
rental for drive-up lanes are at a rate of twelve percent (12%) per year of the
actual costs. Such sums shall be added to the annual minimum rent and shall have
CPI Increases per the base rent schedule.
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B. In addition to rental, Tenant agrees to pay Landlord on the first day of
each month Tenant's prorata share of the amount expended by Landlord toward the
cost to Landlord of operating, managing (including management fees) and
maintaining: (a) the common areas and common facilities and portions of the
Building to be maintained by Landlord, including, but not limited to, structural
elements in any portion of the Building, including the roof, the cost of common
area and exterior repair, maintenance, janitorial service, trash removal,
elevator service and repair, window washing, utilities, security, landscaping,
painting, and the like; (b) the cost to Landlord of obtaining insurance for
comprehensive hazard and liability, fire and extended coverage, rents, and the
like; (c) the cost to Landlord of supplies, materials, service agreements, legal
and accounting fees, and personnel in the operation and maintenance of the
Building; (d) in addition to the proportionate share of Tenant's common area
charges as described in paragraphs 4 and 5, Tenant shall pay to Landlord an
administrative charge equal to fifteen percent (15%) of the Tenant's
proportionate share of the common area charges and expenses.
C. The Tenant's proportionate share of common area charges and expenses,
taxes, insurance, and the like, shall be the total amount of such common area
charges and expenses, taxes, insurance, and the like, multiplied by a fraction,
the numerator of which shall be the number of square feet of Rentable Square
Feet and the denominator of which shall be the number of total gross Rentable
Square Feet of the Building.
D. If the monthly rent is not paid by the fifth (5th) day of any month,
then there shall be an additional daily rent for each day until the monthly rent
and additional daily rent-is paid in full. The additional daily rent for each
day shall be calculated as follows: $10.00 per square foot times the Rentable
Square Feet of the leased premises as set forth in paragraph 1 divided by 365
equals additional daily rent.
5. TAXES.
A. The term "taxes" shall mean (a) the total of all real estate taxes,
taxes attributable to improvements within the Building or any part thereof made
by a tenant (including, but not limited to, the Tenant hereunder) or by
Landlord, or attributable to the installation in the Building or any part
thereof of fixtures, machinery or equipment by any tenant (including, but not
limited to, the Tenant hereunder) or by any federal, state, municipal or other
government or governmental or public authority, including, without limitation,
any school district, of every kind and nature whatsoever, extraordinary as well
as ordinary, foreseen and unforeseen, and each and every installment thereof,
which shall or may be levied, assessed, imposed, become due and payable, or
liens upon, or arise in connection with the use, occupancy or possession of, or
grow due or payable out of, or for, the Building or any part thereof, or any
land, buildings or other improvements therein, (b) any special or other
assessment or levy which is imposed upon the Building, (c) any taxes
attributable to or assessed by reason of any personal property located within
the Building, except that which is assessed or imposed directly against a tenant
and paid for by such tenant, and (d) any and all costs, fees and expenses paid
to attorneys, appraisers and consultants for the purpose of reviewing,
negotiating, or contesting the amount of the taxes, the valuation or assessment
of the Building or any portion thereof for tax purposes and any and all costs,
fees and expenses arising out of or by reason of any legal or administrative
processing related to taxes. If there shall be levied, assessed or imposed (x) a
tax, assessment, levy, imposition, excise or charge on account of the Annual
Minimum Rent and/or additional rent payable hereunder or in any other lease of
any part of the Building, or (y) any special or other assessment or levy which
is imposed upon the Building, then the same shall be deemed to be included
within the term "taxes" for the purposes hereof.
B. During the term of this Lease, Tenant shall pay to Landlord as
additional rent upon demand at the bill for each installment for each real
estate tax year issues, its proportionate share of the taxes (based on square
footage as set forth in paragraph 4-C above), in the following manner: Upon the
issuance of the actual bills (as distinguished from any estimated bill) for
taxes to be paid for the calendar year in which the Rent Commencement Date falls
and upon the issuance of such actual bills in each succeeding
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calendar year during the term hereof, Tenant shall, upon Xxxxxxxx's request,
commencing with the first day of the month next succeeding the date on which the
taxes covered by such bill are payable with maximum discount and on the first
day of each month of the next eleven (11) months, pay as additional rent, and
not as a deposit, one-twelfth (1/12) of the amount of Tenant's proportionate
share of the taxes paid in such calendar year. When the actual taxes are known,
the same shall be adjusted. Any balance due from Tenant shall be paid by Tenant
when the next installment of real estate taxes are due. Any balance due from
Landlord shall be credited against the next installment of real estate taxes due
from Tenant.
C. Tenant shall be responsible for payment before delinquency of all
franchise taxes, assessments, levies or charges measured by or based in whole or
in part upon the rents payable hereunder or gross receipts of Tenant and all
sales taxes and other taxes imposed upon or assessed by reason of the rents and
other charges payable hereunder. The Florida sales tax imposed on rent shall be
paid by Tenant to Landlord monthly with Xxxxxx's rental payments.
6. UTILITY CHARGES.
Landlord shall not be liable in the event of any interruption in the supply
of any utilities. Tenant agrees that it will not install any equipment which
will exceed or overload the capacity of any utility facilities and that, if any
equipment installed by Tenant shall require additional utility facilities, the
same shall be installed at Tenant's expense in accordance with plans and
specifications to be approved in writing by Landlord. Tenant shall be solely
responsible for and shall promptly pay all charges for use of consumption of all
utilities and services, including, but not limited to, heat, gas, electricity,
heated or chilled water, sewer, water, or any other utility services. It is
anticipated that certain utility bills may be issued in common with other
portions of the Building, in which event Tenant shall pay his share (including
share of common area charges), based on the square footage of the leased
premises as compared to the square footage of all premises the bill. As to
utility and other charges which are separately metered or separately billed, the
same shall be paid directly by Xxxxxx. Payment shall be due as billed by the
utility companies or as billed by landlord. Utility charges shall be paid by
Tenant within ten (10) days of billing or it shall be deemed a default
hereunder.
7. USE OF PREMISES.
Tenant shall use the leased premises solely for the purposes of banking and
related services. Tenant shall use, or permit to be used, the leased premises
for no other purpose and such use and occupancy shall at all times be in
compliance with all applicable laws, ordinances and governmental regulations.
The Tenant agrees to conduct continuously in the leased premises the business
above stated. Tenant shall keep the interior of the leased premises, together
with all electrical, plumbing, heating, air conditioning, other mechanical
installations therein (or in the floor slabs, walls and ceiling), store front
and all doors, in good order and repair at its own expense during the entire
term.
8. SECURITY DEPOSIT.
X. Xxxxxx, contemporaneously with the execution of this Lease, shall
deposit with the landlord the sum of $ -0- , receipt of which is hereby
acknowledged by the Landlord of which $ -0- is first and last months' rental
deposit and $ -0- is security for the full and faithful performance by the
Tenant of all the terms, covenants, and conditions of this Lease upon the
Tenant's part to be performed, which said security deposit shall be returned by
the Tenant after the time fixed as the expiration of the term hereof, provided
the Tenant has fully and faithfully carried out all of said terms, covenants and
conditions on Tenant's part to be performed. Landlord shall have the right, but
not the obligation, to apply any part of said deposit to cure any default of the
Tenant, and without prejudice to any other remedy Landlord may have on account
thereof, and, if the Landlord does so, Tenant shall, upon demand, deposit with
Landlord the amount so applied so that the Landlord shall have the full deposit
on hand at all times
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during the term of this Lease. Xxxxxx's failure to pay to Landlord a sufficient
amount to restore said security to the original sum deposit within five (5) days
after receipt of demand therefor shall constitute a breach of this Lease. No
interest shall be paid by the Landlord to the Tenant on such security deposit.
Should Tenant comply with all of said terms, covenants and conditions and
promptly pay all of the rental herein provided for as it falls due and all other
sums payable by the Tenant to the Landlord hereunder, the said deposit shall be
returned in full to the Tenant within fifteen (15) days after the end of the
term of this Lease or earlier termination of this Lease.
B. In the event of bankruptcy or other creditor or debtor proceedings
against the Tenant, all security shall be deemed to be applied first to the
payment of rent and other charges due Landlord for all periods prior to the
filing of such proceedings.
C. In the event of a sale of the Building or a lease of the land on which
it stands, subject to this Lease, the Landlord shall have the right to transfer
the security to the vendee or lessee and the Landlord shall be considered
released by the Tenant from all liability for the return of such security and
the Tenant shall look to the new landlord solely for the return of the said
security and it is agreed that this shall apply to every transfer or assignment
made of the security to a new landlord. The security deposited under this Lease
shall not be mortgaged, assigned, transferred, or encumbered by the Tenant
without the prior written consent of the Landlord and may be co-mingled with
other funds of Landlord.
9. PARKING AND COMMON USE AREAS AND FACILITIES.
Landlord grants to Tenant, in common, with other tenants and other
occupants in the Building, and their agents, employees, and customers and
persons doing work for or business in the Building the right to use the "common
areas" consisting of the parking areas, roadways, pathways, sidewalks, hallways,
stairwells, elevators, entrances and exits and other areas and facilities
designated for cerumen area use in the Building containing the leased premises.
The common areas shall be subject to the exclusive control and management
of Landlord and Landlord shall have the right to establish, modify, change, and
enforce rules and regulations with respect to the common areas and Tenant agrees
to abide by and conform with such rules and regulations. The right of customers
to use the parking facilities shall apply only while they are doing business in
the Building. Tenant agrees that it and its officers and Employees will park
their automobiles only in such areas as Landlord from time to time designates
for employee parking areas, which areas may be within or without the land and
Building. Tenant shall not park any trucks or delivery vehicles in the parking
areas, nor permit delivery of supplies or merchandise at any place other than
that designated by Landlord. Landlord shall have the right to close any part of
the common area for such time as may, in the opinion of counsel, be necessary to
prevent a dedication thereof, or the accrual of any rights in any person, and to
close any part of the parking area for such time as Landlord deems necessary in
order to discourage non-customer parking and to do other things in the parking
areas as Landlord in its discretion deems necessary for the benefit of the
Building.
10. COST-OF-LIVING ADJUSTMENT.
Commencing the first annual anniversary of the commencement of the term and
on every annual anniversary thereafter, Xxxxxx agrees to pay to Landlord an
amount as additional rent (called "Cost-of-Living Increase"), in equal monthly
installments in advance on the first day of each month of the term of this
Lease, in order to reflect proportionate increases in the cost of living as
indicated by the U.S. Bureau of Labor Statistics Consumer Price Index - United
States Average - All Urban Consumers (CPI-U). Such Cost-of-Living Increase
adjustments shall be accomplished by multiplying the total of the annual minimum
rental set forth in paragraphs 4 and 5 by a fraction, the numerator of which
shall be such Index as of three (3) months prior to the date of adjustment and
the denominator of which shall be such Index as of three (3) months prior to the
month of execution of this Lease.
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If the Consumer Price Index is hereafter discontinued, the Landlord shall
designate an appropriate substitute index or formula provided such index or
formula shall have the same general acceptance as to use and reliability as the
Index above referred to. The cost-of-living adjustments shall reflect increases
only so that there will be no decreases in the Cost-of-Living Increase based on
decreases in said Index from prior year or years. In the event any governmental
law or regulation shall be enacted which prevents or limits the right of
Landlord to receive additional rental based on changes in the Consumer Price
Index or related to Cost-of-Living Increases, Landlord shall have the right and
option to cancel this Lease as of each and every upcoming annual anniversary
hereof. Notwithstanding the above, such CPI Increases shall have a floor of four
percent (4%) and a ceiling of eight percent (8%), or seventy-five percent (75%)
of the CPI, whichever is greater.
11. LICENSE.
All common areas and facilities not within the leased premises, which
Tenant may be permitted to use and occupy, are to be used and occupied under a
revocable license, and if and such license be revoked, or if the amount of such
areas be diminished, Landlord shall not be subject to any liability nor shall
Tenant be entitled to any compensation or diminution or abatement of rent, nor
shall such revocation or diminution of such areas be deemed constructive or
actual eviction.
12. XXXXXXXX'S WORK.
See Exhibit "B", Standard Work Letter Agreement. Landlord's total costs
shall not exceed $60,000.00
13. CHANGES AND ADDITIONS TO BUILDINGS.
Landlord hereby reserves the right at any time to make alterations or
additions to and to build additional units on the Building in which the premises
are contained and to build adjoining the same. Landlord also reserves the right
to construct other buildings or improvements in or on the land or Building from
time to time and to make alterations thereof or additions thereto and to build
additional stories on any such building or buildings and to build adjoining same
or on adjoining lands.
14. REPAIRS.
Landlord shall not be required to make any repairs or improvements of any
kind upon the leased premises except for necessary exterior structural repairs.
Tenant shall, at its own cost and expense, take good care of and make necessary
repairs, structural or otherwise, to the interior of the leased premises, and
the fixtures and equipment therein and appurtenances thereto, including but not
limited to the exterior and interior windows, doors and entrances, store fronts,
signs, showcases, floor coverings, interior walls, columns and partitions, and
lighting, heating and plumbing, and air conditioning.
15. SUBORDINATION, ESTOPPEL CERTIFICATE AND ATTORNMENT.
Xxxxxx agrees that this Lease shall be subordinate to any mortgage or
mortgages or the lien resulting from any financing or refinancing now or
hereafter in force against the land and buildings of which the leased premises
are a part. This shall be self-operative and no further instrument of
subordination shall be required by any mortgagee. However, the Tenant, upon
request of any party-in-interest, shall execute promptly such instrument or
certificates to carry out the intent hereof as shall be required by the
landlord. Tenant hereby irrevocably appoints Landlord as Attorney-in-Fact for
the Tenant with full power and authority to execute and deliver in the name of
the Tenant, any such instrument or certificates. If, ten (10) days after the
date of a written request by Xxxxxxxx to execute such instruments, Tenant shall
not have executed the same, the Landlord may at its option cancel this Lease
without incurring any liability on account thereof and the term hereby granted
is expressly limited accordingly. Within ten (10) days after request therefor by
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Landlord, or in the event that upon any sale, assignment or hypothecation of the
leased premises and/or the land thereunder by Landlord an estoppel certificate
shall be required from the Tenant, the Tenant agrees to deliver, in recordable
form, an estoppel certificate to any proposed mortgagee or purchaser or to the
owner certifying and stating as follows: (a) this Lease has not been modified or
amended (or if modified or amended, setting forth such modifications or
amendments); (b) this Lease as so modified or amended is in full force and
effect (or if not in full force and effect, the reasons therefor); (c) Tenant
has no offsets or defenses to its performance of the terms and provisions of
this Lease, including the payment of rent, or if there are any such defenses or
offsets, specifying the same; (d) Tenant is in possession of the premises, if
such be the case; (e) if an assignment of rents or leases has been served upon
Tenant by a mortgagee or prospective mortgagee, Xxxxxx has received such
assignment and agrees to be bound by the provisions thereof; and (f) any other
accurate statements reasonably required by Xxxxxxxx, any prospective landlord or
Xxxxxxxx's mortgagee or prospective mortgagee. It is intended that any such
statement delivered pursuant to this subsection may be relied upon by any
prospective purchaser or mortgagee and their respective successors and assigns
and Tenant shall be liable for all loss, cost or expense resulting from the
failure of any sale or funding of any loan caused by any misstatement contained
in such estoppel certificate. At the option of the Landlord or any successor
landlord or the holder of any mortgage affecting the fee of the leased premises,
Xxxxxx agrees that neither the cancellation nor termination of any ground
underlying lease to which this Lease is now or may hereafter become subject or
subordinate, nor any foreclosure of a mortgage affecting the fee title of the
leased premises, or the institution of any suit, action, summary or other
proceeding by the landlord herein or any successor landlord, or any foreclosure
proceeding brought by the holder of any such mortgage to recover possession of
the leased premises, shall by operation of law or otherwise result in the
cancellation or termination of this Lease or the obligations of the Tenant
hereunder, and Tenant covenants and agrees to attorn to the Landlord or to any
successor to the landlord's interest in the leased premises; or to such holder
of such mortgage or ground or underlying lease or to the purchaser of the
mortgaged premises in foreclosure.
16. ASSIGNMENT AND SUBLETTING.
X. Xxxxxx agrees not to sell, assign, mortgage, pledge or in any manner
transfer this Lease or any estate or interest thereunder and not to sublet the
leased premises or any part or parts thereof and not to permit any licensee or
concessionaire therein without the previous written consent of the Landlord in
each instance. Before written approval or consent shall be given of any
assignment or sublease of the leased premises, landlord, in its sole discretion,
shall have the option to require Tenant or subtenant to renegotiate any or all
terms of this Lease. The consent by Landlord to any assignment or subletting
shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or subletting. This prohibition against assigning or
subletting shall be construed to include an assignment or subletting by
operation of law. If this Lease be assigned or the leased premises or any part
thereof be sublet or occupied by anybody other than the Tenant, Landlord may
collect rent from the assignee, subtenant or occupant and apply the net amount
collected to the rent herein reserved, but no such assignment, subletting
occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as Tenant or a release of
Tenant from the further performance of Tenant by covenants on the part of Tenant
herein contained. Notwithstanding any assist or subleases, Tenant shall remain
fully liable on this Lease and shall not be released from performing any of
terms, covenants and conditions of this Lease.
B. If Tenant is a corporation, the shares of which at the time of execution
of this Lease are held by fewer than fifty (50) persons, and if at any time
during the term of this Lease persons, firms or corporations who own at least
one-third (1/3) of its shares at the time of the execution of this Lease, or
following Landlord's consent to a transfer of such shares, cease to own such
shares (other than as a result of transfer by bequest or inheritance) and such
transfer shall not first have been approved in writing by Landlord, such
transfer shall, at the option of Landlord, be deemed a default by Tenant under
this
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Lease and Landlord shall have all the rights and remedies granted to it
hereunder and by law in case of defaults.
17. INSURANCE AND INDEMNITY.
A. Tenant shall, during the entire term hereof, at its sole cost and
expense, provide and keep in full force and effect a policy of general public
liability and property damage insurance with respect, to the leased premises,
and the business operated by Tenant and any subtenants of Tenant in the leased
premises in which the limits of public liability shall be not less than
$500,000.00 per accident and in which the property damage liability shall be not
less than $300,000.00. The policy shall name Landlord, any person, firms or
corporations designated by Landlord, and Tenant as insured, and shall contain a
clause that the insurer will not cancel or change the insurance without first
giving the landlord ten (10) days prior written notice. The insurance shall be
in an insurance company approved by Landlord and a copy of the policy or
certificate of insurance shall be delivered to the Landlord. If the term of this
Lease is more than three (3) years (or extended beyond three (3) years),
Landlord shall have the right to require the amount of insurance to be increased
to approximate increases in the cost of living.
X. Xxxxxx agrees that it will not keep, use, sell or offer for sale in or
upon the leased premises any article which may be prohibited by the standard
form of fire insurance policy. Tenant agrees to pay any increase in premises for
fire and extended coverage insurance that may be charged during the term of this
Lease on the amount of such insurance which may be carried by Landlord on said
premises or the building of which they are a part, resulting from the type of
activity or merchandise sold by Tenant in the leased premises, whether or not
Landlord has consented to the same. The Tenant also shall pay any additional
premium on the rent insurance policy that may be carried by the Landlord for its
protection against rent loss through fire. Bills for such additional premiums
shall be rendered by Landlord to Tenant at such times as Landlord may elect, and
shall be due from, and payable by, Tenant when rendered, and the amount thereof
shall be deemed to be, and be paid, as additional rent.
C. Tenant will indemnify Landlord "and save it harmless from and against
any and all claims, actions, damages, liability and expense in connection with
loss of fire, personal injury and/or damage to property arising from or out of
any occurrence in, upon or at the leased premises, or the occupancy or use by
Tenant of the leased premises or any part thereof, or occasioned wholly or in
part by any act or omission of Tenant, its agents, contractors, employees,
servants, lessees or concessionaires. In case Landlord shall, without fault on
its part, be made a party to any litigation commenced by or against Tenant, then
Tenant shall protect and hold Landlord harmless and shall pay all costs,
expenses and reasonable attorneys' fees incurred or paid by Landlord in
connection with such litigation. Tenant shall also pay all costs, expenses and
reasonable attorneys' fees (including appeals) that may be incurred or paid by
Landlord in enforcing the covenants and agreement in this Lease.
X. Xxxxxx shall replace, at the expense of Tenant, any and all plate and
other glass damaged or broken from any cause whatsoever in and about the leased
premises. Tenant will insure, and keep insured, at Xxxxxx's expense, all plate
and other glass in the leased premises for and in the name of Landlord during
the term of this Lease.
E. On default by Xxxxxx in obtaining any insurance required hereunder or
delivering any policies or paying the premiums or other charges thereon as
aforesaid, it shall be the privilege, though not the obligation, of Landlord to
effect fully such insurance and likewise to pay any premiums or charges thereon.
All sums so paid by landlord and all costs and expenses incurred by Landlord in
connection therewith, together with interest thereon at the rate of eighteen
percent (18%) per annum from the respective dates of Landlord' s making of each
such payment, shall constitute additional rent payable by Tenant under this
Lease and shall be paid by Tenant to Landlord on demand, and Landlord shall not
be limited in the proof of any damages which Landlord may claim against Tenant
9
arising out of or by reason of Tenant's failure to provide and keep in force
insurance as aforesaid, to the amount of the insurance premium or premiums not
paid or incurred by Tenant and which would have been payable upon such
insurance, but Landlord, in addition to any and all other rights and remedies
provided Landlord under the terms of this Lease, shall also be entitled to
recover as damages for such breach the uninsured amount of any loss, to the
extent of any deficiency in the insurance required by the provisions of this
Lease.
F. Each of landlord and Tenant hereby releases the other from any and all
liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise for any loss or damage to property
caused by fire or any other perils insured in policies of insurance covering
such property, even if such loss or damage shall have been caused by the fault
or negligence of the other party, or anyone for whom such party may be
responsible, including any other tenants or occupants of the remainder of the
Building; provided, however, that this release shall be applicable and in force
and effect only to the extent that such release shall be lawful at that time and
in any event only with respect to loss or damage occurring during such times as
the releasor's policies shall contain a clause or endorsement to the effect that
any such release shall not adversely affect or impair said policies or prejudice
the right of the releasor to recover thereunder and then only to the extent of
the insurance proceeds payable under such policies. Each of Landlord and Xxxxxx
agrees that it will request its insurance carriers to include in its policies
such a clause or endorsement. If extra cost shall be charged therefor, each
party shall advise the other thereof and of the amount of the extra cost, and
the other party, and its election, may pay the same, but shall not be obligated
to do so. If such other party fails to pay such extra cost, the release
provisions of this paragraph shall be inoperative against such other party to
the extent necessary to avoid invalidation of such releasor' s insurance.
18. SIGNS, FIXTURES, ALTERATIONS.
A. All fixtures installed by Tenant shall be new or completely
reconditioned. Tenant shall not make or cause to be made any alterations,
additions or improvements or install or cause to be installed any trade
fixtures, exterior signs, floor covering, interior or exterior lighting,
plumbing fixtures, or make any changes to the leased premises without first
obtaining Landlord's written consent and approval. Tenant shall present to the
Landlord plans and specifications for such work at the time approval is sought.
Tenant shall only install signs which are approved by Landlord and in
conformance with Landlord's criteria for signage. Tenant shall pay for all costs
of signs including installation and maintenance. Landlord will cooperate with
Tenant to name subject Building after the name of the Tenant in addition to
signage of the Building (Tenant shall pay all costs of such signage and landlord
reserves the right to approve or reject the signage program and same shall be
subject to approval of the County of Palm Beach and of the City of Juno Beach).
B. All trade fixtures installed by Tenant shall remain the property of the
Tenant and be removable at my time provided Tenant be hot in default at the
time, and Tenant shall promptly, at its own expense, repair any damage to the
premises in removing such trade fixture(s).
C. All improvements and alterations shall be done in a workmanlike manner
in keeping with all building codes and regulations and in no way harm the
structure of the leased premises, provided that at the expiration of this Lease
or any extension thereof, Tenant, at its expense, restores the within leased
premises to its original condition and repairs any damage to the premises
resulting from the installation or removal of such partitions, fixtures, or
equipment as may have been installed by Tenant if requested to do so by
Landlord.
D. The Landlord reserves the right, before approving any such changes,
additions, or alterations, to require the Tenant to furnish it a good and
sufficient bond, conditioned that will save Landlord harmless from the payment
of any claim, either by way of damages or liens. All of such changes, additions
or alterations shall be made solely at the expense of Xxxxxx; and the Tenant
agrees to protect, indemnify and save harmless the
10
Landlord on account of any injury to third persons or property, by reason of any
such changes, additions or alterations, and to protect, indemnify and save
harmless the Landlord from the payment of any claim of any kind or character on
account of bills for labor or material in connection therewith.
19. WASTE, NUISANCE, TRASH.
Tenant shall not commit or suffer to be committed any waste upon the leased
premises or any nuisance or other act or thing which may disturb the quiet
enjoyment of any other tenant in the building in which the leased premises may
be located or which may disturb the quiet enjoyment of any person within five
hundred (500) feet of the boundaries of the Building.
Tenant shall keep the premises and all glass doors clean. Tenant agrees
that the premises shall be kept free of pests, rodents, and insects. Tenant
shall not permit trash, garbage or refuse to be accumulated and to keep same in
proper containers on the interior until they are properly removed. Tenant shall
keep all mechanical apparatus free from vibration and noise which may be
transmitted beyond the confines of the premises and to avoid causing
objectionable odors from emanating from the premises.
20. POSTING.
That for the period of three (3) months prior to the expiration of this
Lease or any renewal thereof, Landlord shall have the right to display on the
exterior of the premises but not in any window or doorway thereof, the customary
sign "For Rent", and that during such period Landlord may show the premises and
all parts thereof to prospective tenants between the hours of 10:00 A.M. and
5:00 P.M. on any day except Sunday and any legal holiday on which Tenant shall
not conduct business.
21. GOVERNMENT REGULATIONS.
Tenant shall, at Tenant's sole cost and expense, comply with all of the
requirements of all county, municipal, state, federal and other applicable
governmental authorities, now in force, or which may hereafter be in force,
pertaining to the said premises, and Shall faithfully observe in the use of the
premises all municipal and County ordinances and state and federal statutes now
in force or which may hereafter be in force.
22. DESTRUCTION OF LEASED PREMISES.
If the leased premises or any part thereof shall be damaged by fire or
other casualty, this Lease and all of the terms, covenants and conditions hereof
shall, subject to the provisions hereinafter set forth, continue in full force
and effect. The Tenant shall give prompt notice of such damage or casualty to
landlord, and Landlord shall, subject to the provisions of this paragraph
hereafter set forth, upon receiving such notice, proceed, with reasonable
diligence and in a manner consistent with the provisions of any underlying
leases and mortgages, to repair, or cause to be repaired, such damage, and if
the leased premises shall be rendered untenantable by reason of such damage, the
minimum rent shall be abated for the period from the date of such damage to the
date when the damage shall have been repaired as aforesaid; provided, however,
that if Landlord shall be unable to collect the insurance proceeds applicable to
such damage because of some action or inaction on the part of Tenant, or the
employees, licensees, or invitees of Tenant, the cost of repairing such damage
shall be paid by Tenant and there shall be no abatement of rent. Tenant
acknowledges and agrees that landlord will not carry insurance of any kind on
Tenant's furniture or furnishings or on any trade fixtures, equipment,
improvements or appurtenances removable by Tenant under the provisions of this
Lease, and that Landlord shall not be obligated to repair any damage thereto or
replace the same landlord shall not be liable for any inconvenience or annoyance
in any way from such damage or the repair thereof.
11
23. PARTIAL DESTRUCTION.
A. In the event that the leased premises or the Building shall be damaged
substantially or destroyed by such fire or other casualty during the term of
this Lease, or of any renewal term, then Landlord may, at its option, terminate
this Lease and the term and estate hereby granted by notifying Tenant, in
writing, of such termination within thirty (30) days after the date of such
damage, in which case this Lease and the term and estate hereby granted shall
expire as of the date specified in such notice (which date shall not be less
than thirty (30) days after the giving of such notice), as fully and completely
as if such date were the date hereinbefore set for the expiration of the term of
this Lease, and the rent and all other sums payable by Tenant under this Lease
shall be apportioned to the date of such termination.
B. Nothing herein contained shall relieve Tenant from any liability to
Landlord or to its insurer in connection with any damage to the leased premises
or to the Building by fire or other casualty if Tenant shall be legally liable
in such respect.
C. Anything contained herein to the contrary notwithstanding, it is
specifically understood and agreed that Xxxxxxxx's obligation to repair and
rebuild pursuant to the foregoing shall be limited to a basic building and the
replacement of any interior work which may have originally been installed at
Landlord's cost. Except as herein provided, there shall be no obligation to
repair or rebuild in the case of fire or other casualty.
D. The provisions of this paragraph shall be considered as express
agreement governing any case of damage or destruction of the premises by fire or
other casualty.
24. EMINENT DOMAIN.
A. Total Condemnation. In the event that the whole of the Building shall be
lawfully condemned or taken in any manner for any public or quasi-public use,
this Lease and the term and estate hereby granted shall forthwith cease and
terminate as of the date of actual taking. In the event of a condemnation or
taking of-a substantial part of the leased premises so as to destroy the
usefulness of the leased premises for the purposes for which the premises were
leased, Tenant shall have the right, by delivery of notice in writing to
Landlord within thirty (30) days after the vesting of title, to terminate this
Lease and the term and estate hereby granted as of the date of actual taking.
B. Total Parking Area. If the whole of the common parking areas in the land
and Building shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose, then the term of this Lease shall cease and
terminate as of the date of title vesting in such proceeding unless Landlord
shall take immediate steps to provide other parking facilities substantially
equal to the previously existing ratio between the common parking areas and the
leased premises, and such substantially equal parking facilities shall be
provided by Landlord at its own expense within ninety (90) days from the date of
acquisition. In the event that Landlord shall provide such other substantially
equal parking facilities, then this Lease shall continue in full force and
effect. In any event, Tenant shall have no claim against Landlord for the value
of any unexpired term of this Lease.
C. Partial Condemnation of Leased Premises and/or Building. In the event of
a partial taking or condemnation which is not substantial enough to destroy the
usefulness of the premises for the purposes for which they were leased, or in
the event Tenant shall not terminate this Lease within the time above limited,
Landlord shall promptly, but subject to reasonable delays, restore the leased
premises to an architectural unit as nearly like its condition prior to such
taking as shall be practicable, not including Tenant's fixtures, furnishings,
floor coverings, equipment, stock or other personalty, and this Lease shall
continue in full force and effect, except that, effective as of the date of
actual taking, the fixed minimum rent applicable to that portion, if any, of the
leased premises which is so condemned or taken.
In the event of termination in any of the cases hereinabove provided, this
Lease and the term and estate hereby granted shall expire as of the date of such
taking in the same
12
manner and with the same effect as if that were the date hereinbefore set for
the expiration of the term of this Lease, and the rent shall be apportioned as
of such date.
D. Condemnation Award. In the event of any condemnation or taking mentioned
in this paragraph, whether or not this Lease shall be terminated, Landlord shall
be entitled to receive the entire award in the condemnation proceeding without
deduction therefrom for any estate vested by this Lease in Tenant, and Tenant
shall receive no part of such award, title and interest of Tenant now or
hereafter arising in or to any such award or any part thereof.
Although all damages in the event of any condemnation are to belong to the
Landlord whether such damages are awarded as compensation for diminution in
value of the leasehold or to the fee of the leased premises, Tenant shall have
the right to claim and recover from the condemning authority, but not from
Landlord, such compensation as may be separately awarded or recoverable by
Tenant in Tenant's own right on account of any and all cost or loss to which
Tenant might be put in removing Xxxxxx's merchandise, furniture, fixtures,
leasehold improvements and equipment.
25. DEFAULT OF THE TENANT.
(1) If Tenant shall default in the payment of any rent or other payments
required of Tenant, or any part thereof, and if such default shall continue for
five (5) days after the payment shall be due, or (2) if Tenant shall default in
the performance or observance of any other agreement or condition on its part to
be performed or observed, and if Tenant shall fail to cure said default within
ten (10) days after notice of said default from Landlord, or (3) if any person
shall levy upon, take, or attempt to take this leasehold interest or any part
thereof upon execution, attachment or other process of law, or (4) if Tenant
shall make default with respect to any other lease between it and Landlord, or
(5) if the premises shall be deserted, vacated, abandoned, or business
operations shall not be conducted therein for a period of three or more days, or
(6) if this Lease or any interest therein shall by operation of law devolve upon
or pass to any person or persons other than Tenant, or (7) if Tenant shall fail
to move into and take possession of the leased premises and open for business
within thirty (30) days after Xxxxxxxx's giving notice to Tenant that the leased
premises are ready for occupancy by Tenant, or (8) if Tenant shall become
bankrupt or insolvent, or file any debtor proceedings, or take or have taken
against Tenant in any court, pursuant to any statute, either of the United
States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, or if Xxxxxx makes and assignment for the benefit
of creditors, or petitions for or enters into an arrangement, or suffer this
Lease to be taken under any writ or execution or attachment, then, in any of
said cases (notwithstanding any license of any former breach of agreement or
condition or waiver of the benefit hereof or consent in a former instance)
Landlord lawfully may immediately, or at, any time thereafter, and without any
further notice or demand, terminate this Lease and Tenant will forthwith quit
and surrender the leased premises, but Tenant shall remain liable as hereinafter
provided, or (9) if Tenant does not at all times diligently pursue the approval
of its Bank Charter and does not keep Landlord informed of the status of such
Charter on a regular basis prior to commencement thereof.
If this Lease shall be terminated, as provided in this Paragraph:
A. Right to Re-Enter. The Landlord may immediately, or at any time
thereafter, re-enter and resume possession of the leased premises and remove all
persons and property therefrom either by summary dispossession proceedings or by
a suitable action or proceeding at law or in equity, or by force or otherwise,
without being liable for any damages therefor. No re-entry by the Landlord shall
be deemed an acceptance of a surrender of this Lease.
B. Right to Relet. The Landlord may relet the whole or any part of the
leased premises for a period equal to, or greater or less than the remainder of
the then term of this Lease, at such rental and upon such terms and conditions
as the Landlord shall xxxx
13
reasonable, to any tenant or tenants which it may deem suitable and satisfactory
and for any use and purpose which it may deem appropriate. In no event shall the
Landlord be liable in any respect for failure to relet the leased premises, or
in the event of such reletting, for failure to collect the rent thereunder. Any
sums received by the Landlord on a reletting in excess of the rent reserved in
this Lease shall belong to the Landlord.
C. Additional Remedies. If this Lease shall be terminated as provided in
this paragraph, or by summary proceedings or otherwise, and whether or not the
premises shall be relet, the Landlord shall be entitled to recover from the
Tenant, and the Tenant shall pay to the Landlord, the following:
1. (a) An amount equal to all expenses, including reasonable attorneys'
fees (including appeals) incurred by the Landlord in recovering possession of
the leased premises, and
(b) All reasonable costs and charges for the care of the leased premises
while vacant, and
(c) An amount equal to all expenses incurred by the Landlord in
connection with the reletting of the leased premises or any part thereof,
including broker's commissions, advertising expenses, and the cost of repairing,
renovating or remodeling the leased premises, which amounts set forth in this
subparagraph 1 shall be due and payable by the Tenant to the Landlord at such
times as the expenses, costs and charges shall have been incurred, and
2. An amount equal to all minimum rent, additional rent and other charges
required to be paid by the Tenant under this Lease, less the net rent, if any,
collected by the Landlord on reletting the leased premises; which amount shall
be due and payable by the Tenant to the Landlord on the several days on which
such minimum rent and other charges would have become due and payable had this
Lease not been terminated, and the Tenant shall pay to the Landlord the amount
of any deficiency then existing. The net rent collected by the Landlord on
reletting shall be computed by deducting from the gross rents collected, the
expenses, costs and charges referred to in subparagraph 1 of this subparagraph
C. Without any previous notice or demand separate actions may be instituted by
the Landlord against the Tenant from time to time to recover any damages which
at the commencement of any such action shall then or theretofore have become due
and payable to the Landlord under any provisions hereof without waiting until
the end of the original term of this Lease, and neither the institution of suit
or suits, proceeding or proceedings, nor the entering of judgment therein shall
bar the landlord from bringing a subsequent suit or proceeding for damages of
any kind theretofore or thereafter suffered. It is expressly agreed that the
forbearance on the part of the Landlord in the institution of any suit or entry
of judgment for any part of the rent herein reserved to the Landlord shall in no
way serve as a defense against nor prejudice a subsequent action for such rent.
D. The landlord, at its election, which shall be exercised by the ,service
of a written notice on the Tenant, may collect from the Tenant and the Tenant
shall pay, in lieu of the sums becoming due after the service of such notice
under the provisions of subparagraph 2 of subparagraph C, an amount equal to the
difference between the minimum rent, additional rent and other charges required
to be paid by the Tenant under this Lease, (from the date of the service of such
notice to and including the date of the expiration of the term of this Lease
which has been in force immediately prior to any termination affected under this
paragraph), and the then fair and reasonable rental value of the leased premises
for the same period, discounted to the date of the service of such notice at the
rate of six percent (6%) per annum. In determining the rental value of the
leased premises, the rental realized by any reletting shall be deemed prima
facie evidence thereof.
E. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Landlord shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity as if re-entry
summary proceedings and other remedies were not herein provided for. Mention in
this Lease of any particular
14
remedy shall not preclude Landlord from any other remedy, in law or in equity.
Tenant hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the, event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of
the leased premises, by reason of the violation by Tenant of any of the
covenants and conditions of this Lease, or otherwise.
26. ATTORNEYS' FEES.
Tenant shall be liable for and shall pay on demand all costs and expenses,
including reasonable attorneys' fees, court costs, and costs of appeals at trial
or appellate levels (whether or not litigation is filed) incurred by landlord in
enforcing the covenants, terms and conditions of this Lease.
27. LANDLORD'S LIEN.
In addition to any statutory lien for rent in Landlord's favor, Landlord
shall have and Tenant hereby grants to landlord a continuing security interest
for all rentals and other sums of money becoming due hereunder from Tenant, upon
all goods, wares, equipment, fixtures, furniture, inventory, accounts, contract
rights, chattel paper and other personal property of Tenant situated on the
premises, and such property shall not be removed therefrom without the consent
of Landlord until all arrearages in rent as well as any and all other sums of
money then due to Landlord hereunder shall first have been paid and discharged.
In the event of a default under this Lease, Landlord shall have, in addition to
any other remedies provided herein or by law, all rights and remedies under the
Uniform Commercial Code, including without limitation the right to sell the
property described in this paragraph at public or private sale upon five (5)
days notice to Tenant. Tenant hereby agrees to execute such financing statements
and other insets necessary or desirable in Landlord's discretion to perfect the
security interest hereby created. Any statutory lien for rent is not hereby
waived, the express contractual lien herein granted being in addition and
supplementary thereto.
28. ACCORD AND SATISFACTION.
No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this Lease provided.
29. ENTIRE AGREEMENT.
This Lease and the Exhibits (and Rider, if any), attached hereto and
forming a part hereof, set forth all the covenants, promises, agreements,
conditions and understanding between Landlord and Tenant concerning the leased
premises and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as set forth
herein. Except as herein or otherwise provided, no subsequent alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced in writing and signed by them.
30. FORCE MAJEURE.
In the event either party hereto shall be delayed or hindered in or
prevented from the performing of any act required hereunder by reason of
strikes, lock-outs, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots, insurrection, war,
act of God, or other reason of a like nature not the fault of the party delayed
in performing work or doing acts required under the terms of this Lease, then
performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such delay. The provisions of this paragraph shall
not operate to excuse Tenant from the prompt
15
payment of rent, percentage rent, additional rent or any other payments required
by any terms of this Lease.
31. NOTICES.
A. Any notice by Tenant to Landlord must be served by Certified or
Registered Mail, Return Receipt Requested, postage prepaid, addressed to
Landlord at the address first hereinabove given or at such other address as
Landlord may designate by written notice.
B. Any notice by Landlord to Tenant must be served by First Class Mail,
postage prepaid, addressed to Tenant at the leased premises or at such other
address as Tenant shall designate by written notice.
32. BROKER'S COMMISSION.
Each of the parties represents and warrants that there are no claims for
brokerage commissions or finder's fees in connection with the execution of this
Lease, and each of the parties agrees to indemnify the other against, and hold
it harmless from, all liabilities arising from any such claim (including,
without limitation, the cost of attorneys' fees in connection therewith).
33. INTERPRETATION.
The laws of the State of Florida shall govern the validity, performance and
enforcement of this Lease. It is agreed that if any provision of this Lease
shall be determined to be void by any court of competent jurisdiction then such
determination shall not affect any other provision of this Lease, all of which
other provisions shall remain in full force and effect, and it is the intention
of the parties hereto that if any provision of this Lease is capable of two
constructions, one of which would render the provision void and the other of
which would render the provision valid, then the provision shall have the
meaning which renders it valid.
34. NO OPTION.
The submission of this Lease for examination does not constitute an offer
to Lease, a reservation of, or option for the leased premises, and this Lease
becomes effective as a lease only upon execution and delivery thereof by
Landlord and Xxxxxx.
35. NO REPRESENTATIONS BY LANDLORD.
It is understood and agreed by the parties hereto that this Lease contains
all of the covenants, agreements, terms, provisions and conditions relating to
the leasing of the leased premises, and that the Landlord has not made and is
not making, and the Tenant, in executing and delivering this Lease, is not
relying upon any warranties, representations, promises, or statements, except to
the extent that the same may expressly be set, forth in this Lease.
36. NO WAIVER.
The failure of the Landlord to insist in any one or more instances upon the
strict performance of any one of the covenants, agreements, terms, provisions or
conditions of this Lease or to exercise any election herein contained shall not
be construed as a waiver or relinquishment for the future of such covenant,
agreement, term, provision, condition or election, but the same shall continue
and remain in full force and effect. No waiver by the Landlord of any covenant,
agreement, term, provision or condition of this Lease shall be deemed to have
been made unless expressed in writing and signed by the Landlord. No surrender
of the leased premises or of any remainder of the term of this Lease shall be
valid unless accepted by the Landlord in writing. No employee of Landlord or of
Landlord's
16
agents shall have any power to accept the keys of said premises prior to the
termination of the Lease. The delivery of the keys to any employee of Landlord
or of Landlord's agents shall not operate as a termination of the Lease or a
surrender of the premises. The receipt and retention by the Landlord of rent or
additional rent from anyone other than the Tenant shall not be deemed a waiver
of the breach by the Tenant of any covenant, agreement, term, provision or
condition herein contained, or the acceptance of such other person as a Tenant,
or a release of the Tenant from the further performance by the Tenant of the
covenants, agreements, terms, provisions and conditions herein contained. The
receipt and retention by the Landlord of rent or additional rent with knowledge
of the breach of any covenant, agreement, term, provision or condition herein
contained shall not be deemed a waiver of such breach. The taking of possession
of the leased premises by the Tenant shall be conclusive evidence as against
Tenant that Xxxxxx accepts same "AS IS" and that said premises were in good and
satisfactory condition at the time such possession was so taken and that
Xxxxxxxx has complied in all respects with any requirements set forth in this
Lease. If the term "Tenant", as used herein, refers to more than one person, the
Landlord may treat any breach of this Lease by one of such persons as a breach
by all.
37. RELATIONSHIP OF THE PARTIES.
Nothing contained herein in this Lease shall be construed by the parties
hereto or by any third party as constituting the parties as principal and agent,
partners, or joint venturers, nor shall anything herein render either party
(other than a guarantor) liable for the debts and obligations of any other
party, it being understood and agreed that the only relationship between
landlord and Xxxxxx is that of Landlord and Tenant.
38. OPTION FOR ADDITIONAL TERMS.
Provided that Tenant has not defaulted under any of the terms, covenants or
conditions of this Lease, and further provided that Tenant shall give Landlord
written notice not less than one (1) year prior to the expiration date of the
base term of this Lease (or any additional term), Tenant shall have the option
to renew this Lease for four (4) additional terns of five (5) years each, on the
same covenants and conditions as herein provided, and on the same schedule as
shown in Section 10 above.
39. SURRENDER OF LEASED PREMISES.
Tenant covenants and agrees that it will, at the termination of this Lease,
in whatever manner such termination may be brought about, promptly surrender and
deliver such premises to Landlord in good condition ordinary wear and tear
excepted.
40. HOLDING OVER.
If the Tenant shall occupy said premises, with the consent of the Landlord,
after the expiration of this Lease, and rent is accepted from said Tenant, such
occupancy and payment shall be construed as an extension of this Lease for the
term of one (1) month only from the date of such expiration. In such event, if
either Landlord or Tenant desires to terminate said occupancy at the end of any
month, the party so desiring shall give the other party at least thirty (30)
days written notice. In the event the Tenant fails to give such notice, Tenant
shall be obligated to pay rent for an additional calender month following the
month in which Xxxxxx has vacated the leased premises.
If such occupancy continues without the consent of the Landlord, Tenant
shall pay the landlord, as liquidated damages, double the amount of rent
specified in this Lease for the time Tenant retains possession of the premises
or any part thereof after termination of the term by lapse of time or otherwise.
41. QUIET ENJOYMENT.
Upon payment of the Tenant of the rents herein provided, and upon the
observance and performance of all the covenants, terms and conditions on
Tenant's part to be
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observed and performed, Tenant shall peaceably and quietly
hold and enjoy the leased premises for the term hereby demised without hindrance
or interruption by Landlord or any other person or persons lawfully or equitably
claiming by, through or under the Landlord, subject, nevertheless, to the terms
and conditions of this Lease.
42. MECHANIC'S LIEN.
Should any mechanic's lien or other liens be filed against any portion of
the Building by reason of Tenant's acts or omissions or because of a claim
against Tenant, Tenant shall cause the same to be cancelled and discharged of
record by bond or otherwise within ten (10) days after notice by Landlord.
43. IMPROVEMENTS TO REMAIN WITH LANDLORD.
Tenant agrees that any interior walls, carpeting or partitions installed by
the Tenant shall remain with the leased premises upon the expiration of this
Lease.
44. FINANCIAL STATEMENTS.
Upon Xxxxxxxx's written request, Tenant shall promptly furnish to Landlord
or Landlord's mortgagee, from time to time, financial statements reflecting
Xxxxxx's current financial condition.
45. EXCULPATION.
Anything to the contrary in this Lease notwithstanding, the covenants
contained in this Lease to be performed by Landlord shall not be binding
personally, but instead said covenants are made for the purpose of binding only
the Landlord's interest and the interest of Xxxxxxxx's partners and Xxxxxxxx's
general partners in the Building and shall be enforceable only with respect to
the right, title and interest of Landlord, Xxxxxxxx's partners and Landlord's
general partners in the Building as the same may be encumbered. It is understood
that in no event shall Tenant have any right to levy execution against any
property of landlord (or its partners, general partners, agents and employees)
other than its interest in the Building.
46. RIGHT OF FIRST REFUSAL.
Landlord grants Tenant a "Right of First Refusal" for the adjoining space
to leased premises on the north, provided Xxxxxx makes a written commitment
acceptable to Landlord for such space within fourteen (14) days of written
notice from Landlord as to the terms and conditions of such a right.
47. RESERVATION FEE.
Upon execution of this document Tenant is to pay landlord a Ten Thousand
Dollar ($10,000.00) nonrefundable reservation fee covering a period from the
date of execution of this Lease until December 31, 1986. If in the event Tenant
has not obtained necessary Bank Charter by January 1, 1987, Tenant shall have
the right to extend this reservation until May 1, 1987, for an additional
reservation fee (payable in advance) of Two Thousand Five Hundred Dollars
($2,500.00) per month.
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IN WITNESS WHEREOF, the parties have caused this instrument to be
executed as of the day and year first written above.
WITNESSES: LANDLORD: LOGGERHEAD ASSOCIATES
/s/ - By: /s/ Xxxx X. Xxxxxx
------------------------ -----------------------------------
Xxxx X. Xxxxxx, General Partner
TENANT: ADMIRALTY BANK, a Florida
corporation (in organization)
s/ - By: /s/ -
------------------------ ----------------------------------
Attest:
------------------------ ------------------------------
**See Attached Addendum, Paragraph 48 - Additional Provision
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ADDENDUM
48. ADDITIONAL PROVISION
Notwithstanding any other provisions contained in this lease, in the event
the Lessee is closed or taken over by the banking authority of the State of
Florida, or other bank supervisory authority, the Lessor may terminate the lease
only with the concurrence of such banking authority or other bank supervisory
authority, and any such authority shall in any event have the election either to
continue or to terminate the lease: Provided, that in the event this lease is
terminated, the maximum claim of Lessor for damages or indemnity for injury
resulting from the rejection or abandonment of the unexpired term of the lease
shall in no event be in an amount exceeding the rent reserved by the lease,
without acceleration, for the year next succeeding the date of the surrender of
the premises to the Lessor, or the date of re-entry of the Lessor, whichever
first occurs, whether before or after the closing of the bank, plus an amount
equal to the unpaid rent accrued, without acceleration up to such date.
Initial: _________ (As to Landlord)
Initial: _________ (As to Tenant)
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