Exhibit 10.11
MODIFICATION AND EXTENSION OF LEASES
THIS AGREEMENT is made as of the 1st day of January, 1994, with an
effective date as of January 1, 1994, by and between STARKOFF ASSOCIATES
("Lessor"), a Florida general partnership with its principal place of business
at 0000 Xxxxxxxxx Xxxxxxxxx, X.X., Xxxxx 000, Xxxx Xxxxxxxx, Xxxx Xxxxx, Xxxxxxx
00000, and CRC PRESS, INC. ("Lessee"), a Florida corporation with a mailing
address of 0000 Xxxxxxxxx Xxxxxxxxx, X.X., Xxxx Xxxxx, Xxxxxxx 00000.
R-E-C-I-T-A-L-S
WHEREAS, Lessor and Lessee entered into a lease agreement ("Lease 1")
dated as of January 1, 1989, with respect to the space at suite 210, 1900
Corporate Boulevard, N.W., West Building, Boca Raton, Florida, as subsequently
modified by Addendum to Lease dated as of January 13, 1992, effective September
1, 1991, adding suite 201 and suite 205 (now collectively known as suite 205),
and suite 305, 1900 Corporate Boulevard, N.W., West Building, as further
modified by Amendment to Lease dated December 11, 1992, effective January 1,
1993, adding suite 310 and deleting xxxxx 000, 0000 Xxxxxxxxx Xxxxxxxxx, X.X.,
Xxxx Xxxxxxxx; and
WHEREAS, Lessor and Lessee entered into a lease agreement ("Lease 2")
dated February 14, 1990, effective January 1, 1990 with respect to space at
suite 300, 1900 Corporate Boulevard, West Building (Lease 1 and Lease 2 with
their amendments are hereinafter referred to individually, or may be
collectively referred to as "the Leases"; and
WHEREAS, Lessor and Lessee now wish to modify the Leases and to extend the
terms thereof, according to the provisions set forth below:
NOW THEREFORE, is it agreed as follows:
(1.) TERM. The term of the Leases (the "Extended Lease Term") shall be
five (5) years, commencing January 1, 1994 and ending December 31, 1998.
(2.) NO ALLOWANCES. Lessor will provide no funds for any improvements to
the Premises during the Extended Lease Term.
(3.) PREMISES. The suites subject to the Leases and this Agreement (the
"Premises") are as follows:
Suite No. Rentable Area
--------- -------------
205 3,046.35 sq. ft.
210 6,265.40 sq. ft.
300 4,521.80 sq. ft.
310 2,520.80 sq. ft.
----------------
16,354.35 sq. ft. TOTAL
(4.) RENT (a) Effective January 1, 1994, the Basic or Fixed Rent for the
Premises shall be $6.00 per rentable square foot, or $98,126.10 on an annual
basis, plus applicable Florida sales tax, payable in equal monthly installments
on the first (1st) day of each month, and subject to adjustment as set forth in
(b) below.
(b) On the first (1st) day of January of each year of the Extended Lease
Term, Basic Rent shall increase by three (3%) percent over the Basic Rent
payable for the previous calendar year ("Lease Year"), such that the annual
Basic Rent for the Extended Lease Term shall be as follows:
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Lease Year Annual Basic Rent
---------- -----------------
1/1/94 to 12/31/94 $ 98,126.10
1/1/95 to 12/31/95 101,069.88
1/1/96 to 12/31/96 104,101.98
1/1/97 to 12/31/97 107,225.04
1/1/98 to 12/31/98 110,441.79,
plus applicable Florida sales tax.
(5.) GENERAL OPERATING EXPENSES (G.O.E.): (a) Effective January 1, 1994
and continuing until December 31, 1995, annual G.O.E. shall be $7.41 per
rentable square foot, or $121,185.73 on an annual basis, plus applicable Florida
sales tax, payable in equal monthly installments on the first (1st) day of each
month, and subject to adjustment as set forth in (b) below.
(b) On the first day of January, 1996, G.O.E. (except the portion of
G.O.E. attributable to taxes, insurance and utilities) shall increase by the
lesser of (i) Lessee's share of the actual increase in G.O.E. other than taxes,
insurance and utilities, or (ii) Three (3%) percent; and Lessee's share of the
taxes, insurance and utilities components of G.O.E. shall increase by the actual
increase in such items. G.O.E. adjustments shall be made on January 1, 1997 and
January 1, 1998, according to the same formula. December 31, 1993 shall be the
base date for purposes of measuring increases in G.O.E.
(6.) OPTION TO RENEW. Provided Lessee is not in default, Lessee is hereby
granted an option to extend the Extended Lease Term for a single additional
period of seven (7) years seven (7) months ("Option Period"), on the same terms
and conditions in effect under the Leases immediately prior to the Option
Period, except that Lessee shall have no further right to extend, G.O.E. shall
increase to its then current rate, and Basic Rent shall be
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increased to the Prevailing Rental Rate. The option to extend may be exercised
only by Lessee giving Lessor irrevocable and unconditional written notice
thereof no earlier than one (1) year and no later than six (6) months prior to
the commencement of the Option Period. Said exercise shall, at Lessor's
election, be null and void if Lessee is in default under the Leases at the date
of said notice or at any time thereafter and prior to commencement of the Option
Period, provided that Lessee has been notified of such default and that such
default continues beyond any period to cure such default set forth in the
Leases.
"Prevailing Rental Rate" means the average per square foot rental rate for
all renewal leases for renewal periods approximately as long as the Option
Period, executed by tenants for similar uses and lengths of time for comparable
space in the 0000 Xxxxxxxxx Xxxxxxxxx, Xxxx and West Buildings during the six
(6) months immediately prior to the date upon which such Prevailing Rental Rate
is to become effective, where such renewal rates were not set by the terms of
such leases. If no such comparable space has been renewed during such six (6)
month period, the rental rates used for purposes of this provision shall be
adjusted to the amounts Lessor would have used had leases for such comparable
space been renewed. In all cases, such Prevailing Rental Rates shall be net of
any free rent periods and improvements allowances.
If the parties are unable to agree on the Prevailing Rental Rate prior to
the commencement of the Option Period, either party may request that the
Prevailing Rental Rate be determined by
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arbitration and such determination shall be binding upon the parties.
Provided however that notwithstanding anything to the contrary, in no
event shall the Basic Rent during the Option Period ever be less than 100% of
the Basic Rent during the final year of the Extended Lease Term (i.e. Lease Year
1998), regardless of the Prevailing Rental Rate.
If Lessee shall fail to exercise the option herein provided, said option
shall terminate, and shall be null and void and of no further force and effect.
Lessee's exercise of said option shall not operate to cure any default by Lessee
of any of the terms or provisions in the Leases, nor to extinguish or impair any
rights or remedies of Lessor arising by virtue of such default. If the Leases or
Lessee's right to possession of the Premises shall terminate in any manner
whatsoever before Lessee shall exercise the option herein provided, or if Lessee
shall have subleased or assigned all or any portion of the Premises, then
immediately upon such termination, sublease or assignment, the option herein
granted to extend the Term, shall simultaneously terminate and become null and
void. Such option is personal to Lessee. Under no circumstances whatsoever shall
the assignee under a complete or partial assignment of the Leases, or a
subtenant under a sublease of the Premises, have any right to exercise the
option to extend granted herein, except that a corporation affiliated with
Lessee may do so with notice to Lessor, provided however that, in such event,
the obligations of Lessee under the Leases
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shall not be affected or reduced thereby. Time is of the essence of this
provision.
(7.) Any provisions of the Leases that are contrary to the terms of this
Agreement, including without limitation:
The monetary figures set forth in Sections 1.2, 2.4, 4.1 and 4.3 of Lease
1 and the rent adjustment formula set forth in Section 2.5 of Lease 1, and
the monetary figures set forth in the Addendum to Lease 1 dated January
13, 1992 and in the Amendment to Lease 1 dated December 11, 1992, and the
monetary figures set forth in Sections 1.2, 2.4, and 2.5 of Lease 2, and
the provisions defining Lease Term in Lease 1, its Addendum and Amendment
and Lease 2, and the provisions for renewal options set forth on Addenda
attached to Lease 1 and Lease 2,
are hereby superseded, and the terms of this Agreement shall prevail, effective
January 1, 1994.
(8.) All terms and provisions of the Leases that are not contrary to the
terms of this Agreement are hereby ratified and confirmed and incorporated
herein by this reference.
IN WITNESS WHEREOF, the Lessor and Lessee have signed this Modification
and Extension of Leases by and through their duly authorized representatives, to
be effective January 1, 1994.
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WITNESSES: LESSOR:
STARKOFF ASSOCIATES
/s/ Xxxxxx X. Xxxxxx BY: /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------- -----------------------------
Xxxxxxxx X. Xxxxxxxx,
/s/ Xxxxx X. Xxxxxxx Managing Partner
---------------------------
LESSEE:
CRC PRESS, INC.
/s/ B. E. Xxxxx BY: /s/ Xxxxxx X. Xxxxx
--------------------------- -----------------------------
Its President & CEO
/s/ Xxxxxx X. Eel -----------------------------
---------------------------
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LEASE
THIS INSTRUMENT IS A LEASE, dated February 14, 1990 but effective as of
January 1, 1990, in which the Landlord and the Tenant are the parties
hereinafter named, and which relates to space on the THIRD FLOOR in 0000
Xxxxxxxxx Xxxxxxxxx, N.W., West X/X Xxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, an
office building (the "Building") owned by Landlord as part of Landlord's
development known as Starkoff Associates Executive Centre (sometimes herein the
"Centre").
ARTICLE I
BASIC LEASE PROVISIONS
1.1 INTRODUCTION. The following sets forth basic data and identifying Exhibits
elsewhere hereinafter referred to in this Lease, and, where appropriate,
constitute definitions of the terms hereinafter listed.
1.2 BASIC DATA.
Landlord: Starkoff Associates, a Florida
Partnership
Landlord's Address: 0000 Xxxxxxxxx Xxxxxxxxx, X.X.
East Building, Suite 200
Boca Raton, Florida 33431
Tenant: CRC Press, Inc., a Florida Corporation
Tenant's Address: 0000 Xxxxxxxxx Xxxx. X.X.
Xxxx Xxxxx, Xxxxxxx 00000
Guarantor: N/A
Landlord's Construction
Representative: N/A
Tenant's Construction
Representative: N/A
Tenant's Plan Delivery
Date: N/A
Scheduled Term Commencement
Date: January 1, 1990
Commencement Date: As defined in Section 2.3 hereof.
Lease Term: Sixty (60) calendar months unless
extended (if this Lease provides
for any extension of the original
Lease Term) or sooner terminated
as hereinafter provided.
Lease Year: A period of twelve (12)
consecutive calendar months,
commencing on the first day of
January in each year, except that
the first Lease Year of the Lease
Term hereof shall be the period
commencing on the Commencement
Date and ending on the succeeding
December 31, and the last Lease
Year of the Lease Term hereof
shall be the period commencing on
January 1 of the calendar year in
which the Lease Term ends, and
ending with the date on which the
Lease Term ends.
Premises Rentable (a) 2,969.3 feet, as measured in
Area: accordance with the Measurement
Method, for the period January 1,
1990 through June 30, 1990 (See
Exhibit A).
(b) 4,521.8 feet, as measured in
accordance with the Measurement
Method, beginning July 1, 1990 and
continuing for balance of Lease
Term, and as extended (See Exhibit A-1).
Building Rentable Area: Approximately 48,072 square feet,
as measured in accordance with the
Measurement Method.
Total Rentable Floor Area in Approximately 96,144 square feet,
the Centre: as measured in accordance with the
Measurement Method.
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Premises: The Premises Rentable Floor Area
on the Third Floor of the
Building, as shown on Exhibits A
and A-1 annexed hereto.
Property: The Building and the land
parcel(s) on which the Building is
located (including adjacent
sidewalks).
Measurement Method: "Standard Method of Floor
Measurement for Office Buildings,"
effective April 16, 1968,
recommended by the Real Estate
Board of New York, Inc. Without
limitation, such computation
includes a 15% factor for common
areas of the Building
notwithstanding the fact that such
common areas are not contained
within the Premises.
Common Areas of the Centre: As defined in Section 4.1(d)
hereof.
Basic Rent:
(a) For period 1/1/90 through $28,208.35 per annum, or $2,350.70
6/30/90 per month ($9.50 per square foot
of the Premises Rentable Area), as
the same may be adjusted pursuant
to Section 2.5 hereof.
(b) For period beginning $42,957.10 per annum, or $3,579.76
7/1/90 and continuing per month ($9.50 per square foot
for balance of Lease of the Premises Rentable Area), as
Term the same may be adjusted pursuant
to Section 2.5 hereof.
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General Operating Expenses
(G.O.E.):
(a) For period 1/1/90 $16,331.15 per annum, or $1,360.93
through 6/30/90 per month ($5.50 per square foot
of the Premises Rentable Area), as
the same may be adjusted pursuant
to Section 2.5 hereof.
(b) For period beginning $24,869.90 per annum, or $2,072.49
7/1/90 and continuing for per month ($5.50 per square foot
balance of Lease Term of the Premises Rentable Area), as
the same may be adjusted pursuant
to Section 2.5 hereof.
Florida Sales Tax (calculated
at the current rate of 6%
on Basic Rent and G.O.E.):
(a) For period 1/1/90 $2,672.37 per annum or $222.70 per
through 6/30/90 month (but subject to change if,
as and when the sales tax is
adjusted by any taxing authority).
(b) For period beginning $4,069.62 per annum or $339.14 per
7/1/90 and continuing month (but subject to change if,
for balance of Lease as and when the sales tax is
Term adjusted by any taxing authority
and as Basic Rent and G.O.E.
increases).
Annual Fixed Rent:
(a) For period 1/1/90 through $47,211.87 (annualized), being the
6/30/90 sum total of the Basic Rent,
G.O.E. and the Florida Sales Tax
which is a monthly rent of
$3,934.32.
(b) For period beginning $71,896.62, being the sum total of
7/1/90 and continuing the Basic Rent, G.O.E. and the
for balance of Lease Florida Sales Tax which is a
Term monthly rent of $5,991.39.
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Security Deposit: None
Permitted Uses: Office purposes only.
Broker: None
1.3 ENUMERATION OF EXHIBITS. The following Exhibits are a part of the Lease,
are incorporated herein by reference, attached hereto, and to be treated
as a part of this Lease for all purposes. Undertakings contained in such
Exhibits are agreements on the part of Landlord and tenant, respectively,
to perform the obligation stated therein to be performed by Landlord and
Tenants, as and where stipulated therein.
Exhibit A -- Floor Plan of the Premises for period
1/1/90 through 6/30/90.
Exhibit A-1 -- Floor Plan of the Premises for period
7/1/90 through balance of Lease Term.
Exhibit B -- General Cleaning Specifications Task and
Frequency.
ARTICLE II
PREMISES, TERM AND RENT
2.1 LEASE OF PREMISES. Landlord hereby demises and leases to Tenant, and
Tenant hereby hires and accepts from Landlord, for the Lease Term, the
Premises, excluding exterior faces of exterior walls, the common stairways
and stairwells, elevators and elevator walls, fan rooms, electric and
telephone closets, janitor closets, freight elevator vestibules, and
pipes, ducts, conduits, wires and appurtenant fixtures serving exclusively
or in common other parts of the Building, and if the Premises include less
than the entire rentable area of any floor, excluding the common
corridors, elevator lobby and lavatories located on such floor.
2.2 APPURTENANT RIGHTS AND RESERVATIONS. Tenant shall have, as appurtenant to
the Premises, the non-exclusive right to use in common with others (a) the
common lobbies, corridors, stairways, elevators and loading platform of
the Building, and the pipes, ducts, conduits, wires and appurtenant meters
and equipment serving the Premises in common with others, (b) common
walkways and driveways necessary for access to the Building, (c) if the
Premises include less than the entire rentable floor area of any floor,
the common toilets, corridors, stairways and elevator lobby of such floor,
and (d) parking areas and other Common
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Areas of the Centre; but such rights shall always be subject to reasonable
rules and regulations from time to time established by Landlord by
suitable notice, and to the right of Landlord to designate and change from
time to time parking areas and other Common Areas of the Centre also to be
used.
Landlord reserves the right from time to time, without unreasonable
interference with Tenant's use: (a) to install, use, maintain, repair,
replace and relocate for service to the Premises and other parts of the
Building, or either, pipes, ducts, conduits, wires and appurtenant
fixtures, whether located in the Premises or the Building, and (b) to
alter or relocate any other common facility, provided that substitutions
are substantially equivalent or better. Installations, replacements and
relocations referred to in clause (a) above shall be located so far as
practicable in the central core area of the Building, above ceiling
surfaces, below floor surfaces or within perimeter walls of the Premises.
2.3 TERM. The term of this Lease shall be the period specified in Section 1.2
hereof as the "Lease Term" unless sooner terminated or extended (if the
provisions of this Lease so provide for any extension), all as hereinafter
provided. The Lease Term hereof shall commence on, and the Commencement
Date shall be January 1, 1990.
2.4 FIXED RENT. Tenant agrees to pay to Landlord, or as directed by Landlord,
commencing on the Commencement Date, and thereafter monthly, in advance,
on the first day of each and every calendar month during the Lease Term, a
sum equal to one-twelfth (1/12th) of the Annual Fixed Rent specified in
Section 1.2 hereof, at Landlord's Address or at such other place as
Landlord shall from time to time designate by notice. Until notice of some
other designation is given, Annual Fixed Rent and all other charges for
which provision is herein made shall be paid by remittance payable to
Landlord, and all remittances so received as aforesaid, or by any
subsequently designated recipient, shall be treated as a payment to
Landlord, subject to clearance of funds.
Annual Fixed Rent for any partial month shall be prorated on a daily
basis, and if the Lease Term commences on a day other than the first day
of a calendar month, the first payment which Tenant makes a Landlord shall
be payable on the Commencement Date and shall be equal to a proportionate
part of the monthly installment of Annual Fixed Rent for the partial month
from the Commencement Date to the last day of the month
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in which such Commencement Date occurs, plus the installment of Annual
Fixed Rent for the succeeding calendar month.
Other charges payable by Tenant on a monthly basis, as hereinafter
provided, likewise shall be prorated, and the first payment on account
thereof shall be determined in similar fashion; and other provisions of
this Lease calling for monthly payments shall be read as incorporating
this undertaking by Tenant.
The Annual Fixed Rent and all other charges for which provision is herein
made shall be paid by Tenant to Landlord, without set-off, deduction of
abatement.
2.5 RENT AND G.O.E. ADJUSTMENTS. From and after the commencement of the
thirteenth calendar month of the Lease Term, the Basic Rent and G.O.E.
shall be increased five (5.0%) percent annually, compounded, according to
the following schedule:
Period Basic Rent G.O.E. Sales Tax Annual Fixed Rent Monthly
------ ---------- ------ --------- ----------------- -------
1/01/91 to
12/31/91 $45,104.96 $26,113.40 $4,273.10 $75,491.46 $6,290.96
1/01/92 to
12/31/92 $47,360.21 $27,419.07 $4,486.76 $79,266.04 $6,605.50
1/01/93 to
12/31/93 $49,728.22 $28,790.02 $4,711.09 $83,229.33 $6,935.78
1/01/94 to
12/31/94 $52,214.63 $30,229.52 $4,946.65 $87,390.80 $7,282.57
Any change in the amount of the Basic Rent and G.O.E. payable during the
Lease Term shall carry with it a corresponding recomputation of the
Florida Sales Tax (whether as a result of an increase in the Basic Rent or
G.O.E., determined as aforesaid or a change in the applicable tax rate)
and the Annual Fixed Rent payable during each relevant Lease Year of the
Lease Term.
ARTICLE III
CONSTRUCTION
3.1 Intentionally Omitted.
3.2 Intentionally Omitted.
3.3 TENANT'S ALTERATIONS. Tenant shall not make alterations and additions to
the Premises, whether before or during the Lease Term, except in
accordance with plans and specifications therefor first approved by
Landlord, which approval shall not be withheld unreasonably. Landlord
shall not be deemed unreasonable for withholding approval of any
alterations or additions which (a) involve or might
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affect any structural or exterior element of the Building, any area or
element outside of the Premises, or any facility serving any area of the
Building outside of the Premises, or (b) will require unusual expense to
readapt the Premises to normal office use on Lease termination or increase
the cost of construction or of insurance or taxes on the Building or the
Centre or of the services called for by Section 5.3 unless Tenant first
gives assurance acceptable to Landlord for payment of such increased cost
and that such readaptation will be made prior to such termination without
expense to Landlord. [All alterations and additions shall be part of the
Building unless and until Landlord shall specify the same for removal
pursuant to Section 5.2] All of Tenant's alterations and additions and
installation of furnishings shall be coordinated with any work being
performed by Landlord and in such manner as to maintain harmonious labor
relations and not damage the Property or interfere with construction or
operation of the Property and the Centre, and except for installation of
furnishings, shall be performed by Landlord's general contractor or by
contractors or workmen first approved by Landlord. Except for work by
Landlord's general contractor, Tenant, before its work is started, shall
secure all licenses and permits necessary therefor; deliver to Landlord a
statement of the names of all its contractors and subcontractors and the
estimated cost of all labor and material to be furnished by them and
security satisfactory to Landlord protecting Landlord against liens
arising out of the furnishing of such labor and material; and cause each
contractor to carry workmen's compensation insurance in statutory amounts
covering all the contractors' and subcontractors' employees and
comprehensive general liability insurance in such limits as Landlord may
require reasonably, but in no event less than $500,000/$1,000,000 and
property damage insurance with limits of not less than $250,000. (all such
insurance to be written in companies approved reasonably by Landlord and
insuring Landlord and Tenant as well as the contractors); and to deliver
to Landlord certificates of all such insurance. Tenant agrees to pay
promptly when due the entire cost of any work done on the Premises by
Tenant, its agents, employees or independent contractors, and not to cause
or permit any liens for labor or materials performed or furnished in
connection therewith to attach to the Premises or the Property or the
Centre and immediately to discharge any such liens which may so attach.
Tenant shall pay, as additional rent, one hundred percent (100%) of any
tax increase which shall at any time after the Commencement Date result
from the alteration, addition or improvement to the Premises made by
Tenant.
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3.4 QUALITY AND PERFORMANCE OF WORK. All construction work required or
permitted by this Lease shall be done in a good and workmanlike manner and
in compliance with all applicable laws and all lawful ordinances,
regulations and orders of Governmental authority and insurers of the
Building. Each party may inspect the work of the other at reasonable times
and shall promptly give notice of observed defects. Each party authorizes
the other to rely in connection with design and construction upon approval
and other actions on the parties named in Section 1.2 or any person
hereafter designated in substitution or addition by notice to the party
relying thereon.
ARTICLE IV
OPERATING EXPENSES
4.1 Terms used herein are defined as follows:
(a) "Common Areas of the Centre" shall be deemed to include all
those facilities designated by Landlord within the Centre
(including approaches, exits, entrances, roadways and the like
outside thereof provided and designated by Landlord) for the
non-exclusive use of Tenant in Common with other authorized
users, including, but without limitation, vehicular parking
areas, service areas, driveways, areas of ingress and egress,
sidewalks and pedestrian ways, areas containing buildings or
structures used in connection with the maintenance of said
Common Areas of the Centre together with any buildings or
structures constructed thereon, and areas containing signs,
pylons or structures constructed thereon.
4.2 TENANT'S SHARE OF OPERATING COSTS. Tenant's share of operating costs
(G.O.E.) shall be as set forth in Section 1.2 and 2.5.
ARTICLE V
RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES; SERVICES
TO BE FURNISHED BY LANDLORD
5.1 LANDLORD REPAIRS. Except as otherwise provided in this Lease, Landlord
agrees to make such repairs to the roof, floor slabs, exterior walls
(including glass), Building systems equipment servicing the Premises,
common areas and facilities of the Building and Common Areas of the
Centre, as may be necessary to keep them in serviceable condition, except
that Landlord shall in
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no event be responsible to Tenant for the condition of glass in and about
the Premises or for the doors leading to the Premises, or for any
condition in the Premises, the Building or the Centre caused by any act or
neglect of Tenant, its employees, invitees or contractors. Without
limitation, Landlord shall not be responsible to make any improvements or
repairs to the Building, the Premises or the Centre other than as
expressly stated in this Section 5.1 provided, unless expressly provided
otherwise in this Lease.
Further, Landlord shall never be liable for any failure to make repairs
which, under the provisions of this Section 5.1 or elsewhere in the Lease,
Landlord has undertaken to make unless Tenant has given notice to Landlord
of the need to make such repairs, and Landlord has failed to commence to
make such repairs within a reasonable time after receipt of such notice,
or fails to proceed with reasonable diligence to complete such repairs.
5.2 TENANT'S AGREEMENT. Tenant covenants during the Lease Term and such
further time as Tenant occupies any part of the Premises that it will keep
the Premises neat and clean and in good order, condition and repair,
excepting only reasonable wear and tear and those repairs for which
Landlord is responsible under the terms of this Lease, and all glass and
windows (except glass in exterior walls unless the damage thereto is
attributable to Tenant's negligence or misuse) and doors of the Premises
whole and in good condition with glass of the same quality as that injured
or broken, damage by fire only excepted, and at the expiration or
termination of this Lease peaceably to yield up the Premises and all
alterations and additions thereto in good order, repair and condition,
reasonable wear and tear excepted, first moving all goods and effects of
Tenant and, to the extent specified by Landlord by notice to Tenant given
at least ten (10) days before such expiration or termination, all
alterations and additions made by Tenant and all partitions (provided,
however that Tenant shall have no obligation to remove any of the initial
alterations, additions or partitions constructed at the commencement of
the term of this Lease) and repairing any damage caused by such removal
and restoring the Premises and leaving them clean and neat. Tenant shall
be responsible for the cost of repairs which may be made necessary by
reason of damage to public areas in the Building or to Common Areas of the
Centre by Tenant, its employees, invitees or contractors.
If repairs are required to be made by Tenant pursuant to the terms hereof,
Landlord may demand that Tenant
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make the same forthwith, and if Tenant refuses or neglects to commence
such repairs and complete the same with reasonable dispatch, after such
demand, Landlord may (but shall not be required to do so) make or cause
such repairs to be made and shall not be responsible to Tenant for any
loss or damage that may accrue to Tenant. If Landlord makes or causes such
repairs to be made, Tenant agrees that Tenant shall forthwith, on demand,
pay to Landlord the cost thereof as an additional charge and if Tenant
shall default in such payment, Landlord shall have the remedies provided
for the nonpayment of rent or other charges payable hereunder.
5.3 BUILDING SERVICES. Landlord covenants:
(a) To furnish services, utilities, facilities and supplies equal
in quality to those customarily provided by landlords in
high-quality Boca Raton, Florida (in accordance with the
General Cleaning Specifications attached hereto as Exhibit B);
(b) To furnish, at Tenant's expense, reasonable additional
Building operation services which are usual and customary in
similar office buildings in Boca Raton upon reasonable and
equitable rates from time to time established by Landlord;
(c) To furnish passenger elevator services from the self-service
passenger elevator system in the Building, in common with the
Landlord and other tenants in the Building, during the hours
of 7:30 a.m. to 7:00 p.m., Monday through Saturday, legal
holidays and Sundays in all cases excepted. A means of access
to the Premises shall be provided at all times, but access to
the Premises shall always be subject to reasonable rules and
regulations therefor from time to time established by Landlord
by suitable notice, having in mind the interests of the
Building in maintaining reasonable security of the Building;
and
(d) To provide a directory board for the listing of all tenants in
the Building, and to provide and install, at Tenant's expense,
letters or numerals on doors in the Premises to identify
Tenant's official name and building address; all such letters
and numerals shall be in the building standard graphics and no
others shall be used or permitted on the Premises.
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(e) Should a Tenant receive disproportionate benefit or use from
any item included in the common area maintenance charges, such
Tenant shall pay to the Landlord the value of such excess
benefit or use, as determined by Landlord.
5.4 SERVICE INTERRUPTIONS. Landlord shall not be liable to Tenant for any'
compensation or reduction of rent by reason of inconvenience or annoyance
or for loss of business arising from the necessity of Landlord or its
agents entering the Premises for any of the purposes in this Lease
authorized, or for repairing the Premises or any portion of the Building
however the necessity may occur. In case Landlord is prevented or delayed
from making any repairs, alterations or improvements, or furnishing any
services or performing any other covenant or duty to be performed on
Landlord's part, by reason of any cause reasonably beyond Landlord's
control, Landlord shall not be liable to Tenant therefor, nor, except as
expressly otherwise provided in this Lease, shall Tenant be entitled to
any abatement or reduction of rent by reason thereof, nor shall the same
give rise to a claim in Tenant's favor that such failure constitutes
actual or constructive, total or partial, eviction from the Premises.
Landlord reserves the right to stop any service or utility system, when
necessary, by reason of accident or emergency, or until necessary repairs
have been completed; provided, however, that in each instance of stoppage,
Landlord shall exercise reasonable diligence to eliminate the cause
thereof. Except in case of emergency repairs Landlord will give Tenant
reasonable advance notice of any contemplated stoppage and will use
reasonable efforts to avoid unnecessary inconvenience to Tenant by reason
thereof.
ARTICLE VI
TENANT'S COVENANTS
Tenant covenants during the Lease Term and such further time as Tenant
occupies any part of the Premises:
6.1 PAYMENTS BY TENANT. To pay when due the Annual Fixed Rent and additional
rent, and, as further additional rent, all charges for additional services
rendered pursuant to Section 5.3(b);
6.2 UTILITIES. To pay when due all charges for utility services rendered to
the Premises; but not including the cost of installing meters to measure
Tenant's consumption of utilities in the Premises; provided,
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however, that if any such services or utilities shall be billed to
Landlord and are not separately metered to the Premises, the amount
thereof shall be treated as an Operating Expense of the Property, to be
paid for in the manner hereinbefore provided in Section 4.3 of this Lease;
6.3 USE OF PREMISES. Continuously from the commencement of the Lease Term to
use and occupy the Premises for the Permitted Uses only, and for no other
purpose, and not to injure or deface the Premises, the Building, the
Property or the Common Areas of the Centre, nor to permit in the Premises
any auction sale, vending machine, or inflammable fluids or chemicals, or
nuisance, or the emission from the Premises of any objectionable noise or
odor, nor to use or devote the Premises or any part thereof in a manner
which is inconsistent with the maintenance of the Building as an office
building of the first-class in the quality of its maintenance, use and
occupancy, or which is improper, offensive, contrary to law or ordinance
or liable to invalidate or increase the premiums for any insurance on the
Building or its contents or liable to render necessary any alteration or
addition to the Building;
6.4 NO OBSTRUCTIONS; RULES AND REGULATIONS. Not to obstruct in any manner any
portion of the Building not hereby leased or any portion thereof or of the
Property and Common Areas of the Centre used by Tenant in common with
others; not without prior consent of Landlord to permit the painting or
placing of any signs, curtains, blinds, shades, awnings, aerials or
flagpoles, or the like visible from outside the Premises; and to comply
with all reasonable Rules and Regulations now or hereafter made by
Landlord, of which Tenant has been given notice, for the care and use of
the Building, the Property and their facilities and approaches, and the
Common Areas of the Centre, but Landlord shall not be liable to Tenant for
the failure of other occupants of the Building or of other occupants of
other buildings in the Centre to conform to such Rules and Regulations;
6.5 COMPLIANCE WITH LAWS. To keep the Premises equipped with all safety
appliances required by law or ordinance or any other regulation of any
public authority because of any use made by Tenant other than normal
office use, and to procure all licenses and permits so required because of
such use and, if requested by Landlord, to do any work so required because
of such use, it being understood that the foregoing provisions shall not
be construed to broaden in any way Tenant's Permitted Uses;
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6.6 ASSIGNMENT AND SUBLETTING. Not without prior consent of Landlord, which
consent shall not be unreasonably withheld, to assign, mortgage, pledge or
otherwise transfer this Lease by operation of law or otherwise, or to make
any sublease or to permit occupancy of the Premises or any part thereof by
anyone other than Tenant; any assignment or sublease made without such
consent shall be void; as additional rent, Tenant shall reimburse Landlord
promptly for reasonable legal and other expense (not to exceed $500)
incurred by Landlord in connection with any request by Tenant for consent
to assignment or subletting; no assignment or subletting shall affect the
continuing primary liability of Tenant (which, following assignment, shall
be joint and several with the assignee); and no consent to any of the
foregoing in a specific instance shall operate as a waiver in any
subsequent instance. The term "transfer" shall include any transfer,
whether voluntary or involuntary, other than a transfer by operation of
law upon the death of a stockholder and the devolution of the stock held
by such stockholder to its legal representatives or legatees or a transfer
to an entity which controls, or is under common control, with Tenant;
6.7 INDEMNITY. To defend, to save harmless and indemnify Landlord from any
liability for injury, loss, accident or damage to any person or property,
and from any claims, actions, proceedings and expenses and costs in
connection therewith (including, without limitation reasonable counsel
fees), (i) arising from (a) the omission, fault, willful act, negligence
or other misconduct of Tenant, or Tenant's contractors, licensees, agents,
employees or invitees, or (b) any use made or thing done or occurring on
the Premises, not due to the omission, fault, willful act, negligence or
other misconduct of Landlord, or (ii) resulting from the failure of Tenant
to perform or discharge its covenants and obligations under this Lease;
6.8 GENERAL LIABILITY INSURANCE. To maintain in responsible companies
qualified to do business, and in good standing, in Florida, general
liability and property damage insurance covering the Premises and naming
Landlord as an additional insured (and such other persons as are in
privity of estate with Landlord as may be set out in a notice from time to
time) as well as Tenant, with limits which shall, at the commencement of
the Lease Term, be not less than $500,000 for bodily injury (or death) to
any one person, and $1,000,000 for bodily injury (or death) to more than
one person, and $250,000 with respect to damage to property, and from time
to time during the Lease Term for such higher limits, if any, as are
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carried customarily in Boca Raton with respect to similar properties, and
workmen's compensation insurance with statutory limits covering all of
Tenant's employees working in the Premises, and to deposit promptly with
Landlord certificates for such insurance, and all renewals thereof,
bearing the endorsement that the policies will not be cancelled and will
not be amended with respect to Landlord and Landlord's said designees
until after twenty (20) days' written notice to Landlord;
6.9 TENANT'S RISK. That all of the furnishings, fixtures, equipment, effects
and property of every kind, nature and description of Tenant and of all
persons claiming by, through or under Tenant which, during the continuance
of this Lease or any occupancy of the Premises by Tenant or anyone
claiming under Tenant, may be in the Premises or elsewhere in the Building
or on the Property and Tenant's use of the Premises and such other
portions of the Building and the Centre as Tenant is herein given the
right to use, shall be at the sole risk and hazard of Tenant, and if the
whole or any part of such property shall be destroyed or damaged by fire,
water or otherwise, or by the leakage, stoppage or bursting of pipes,
steam pipes or other pipes, by theft or from any other cause, no part of
said loss or damage is to be charged to or be borne by Landlord, except
that Landlord shall in no event be indemnified or held harmless or
exonerated from any liability to Tenant or to any other person, for any
injury, loss, damage or liability to the extent such indemnity, hold
harmless or exoneration is prohibited by law or to the extent such injury,
loss, damage or liability is due to the omission, willful act, or
negligence of Landlord;
6.10 LANDLORD'S ACTS. To permit Landlord and its agents to enter the Premises
at all reasonable hours, and upon reasonable notice, for the purpose of
inspecting or of making repairs or replacements to the Premises as
Landlord may deem necessary; to remove, at Tenant's expense, any
alterations, additions, signs, curtains, blinds, shades, awnings, aerials,
flagpoles, or the like not consented to in writing; and to show the
Premises to prospective tenants during the twelve (12) months preceding
the expiration of the Lease Term and to prospective purchasers and
mortgagees at all reasonable times;
6.11 FLOOR LOADS. Not to place a load upon any floor in the premises exceeding
the floor load per square foot of area which such floor was designated to
carry and which is allowed by law; and not to move any safe, vault or
other heavy equipment in, about or out of the Premises except in such
manner and at such time as Landlord
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shall in each instance authorize, which authorization may include a
requirement to provide insurance in such amounts as Landlord may deem
reasonable; and Tenant's business machines and mechanical equipment shall
be placed and maintained by Tenant at Tenant's expense in settings
sufficient, in Landlord's judgment, to absorb and prevent vibration or
noise that may be transmitted to the Building structure or to any other
space in the Building;
6.12 PERSONAL PROPERTY TAXES. To pay promptly when due all taxes which may be
imposed upon personal property (including, without limitation, fixtures
and equipment) in the Premises to whomever assessed; and
6.13 FEES AND EXPENSES. As additional rent, to pay all reasonable costs,
counsel and other fees incurred by Landlord in connection with the
successful enforcement by Landlord of any obligations of Tenant under this
Lease.
ARTICLE VII
CASUALTY AND TAKING
7.1 DAMAGE FROM CASUALTY. If, during the Lease Term, the Building or the
Premises shall be partially damaged (as distinguished from "substantially
damaged," as that term is hereinafter defined) by fire or casualty,
Landlord shall proceed promptly to restore the Building or the Premises
(consistent, however, with governmental laws and codes then in existence)
to substantially the condition thereof at the time of such damage, but
Landlord shall not be responsible for delays which may result from any
cause beyond the reasonable control of Landlord.
If, during the Lease Term, the Premises or the Building shall be
substantially damaged by fire or casualty, the risk of which is covered by
Landlord's insurance, and the holder of any mortgage which includes the
Building as part of the mortgaged premises or any ground lessor of any
ground lease which includes the property as part of the demised premises,
allows the insurance proceeds to be applied to the restoration of the
Building, Landlord shall, promptly after such damage and the determination
of the net amount of insurance proceeds available to Landlord, expend so
much as may be necessary of such net amount to restore (consistent,
however, with governmental laws and codes then in existence) the Building
and the Premises to substantially the condition thereof at the time of
such damage, but Landlord shall not be responsible for delay which may
result from any cause beyond the reasonable
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control of Landlord. Should the net amount of insurance proceeds available
to Landlord be insufficient to cover the cost of restoring the Building
and the Premises, in the reasonable estimate of Landlord, Landlord may,
but shall have no obligation to, supply the amount of such insufficiency
and restore the Building and the Premises with all reasonable diligence,
or Landlord may terminate this Lease by giving notice to Tenant not later
than a reasonable time after Landlord has determined the net amount of
insurance proceeds available to Landlord and the estimated cost of such
restoration.
In any event, Landlord agrees, not later than forty-five (45) days after
the casualty, to advise Tenant of the status of Landlord's obligations in
respect to reconstruction, i.e., whether the net amount of proceeds is
available to cover the cost of restoration, whether Landlord intends to
restore, regardless of the sufficiency of proceeds, or whether Landlord
intends to terminate this Lease pursuant to any right which Landlord may
have to do so, failing which, at any time after the expiration of such
45-day period and unless and until Landlord shall have noticed Tenant of
Landlord's, Tenant shall have the right to terminate this Lease, such
termination to take effect as of the date of such casualty, with the same
force and effect as if such date were the date originally established as
the expiration date hereof.
7.2 UNINSURED CASUALTY. If the Building or the Premises shall be substantially
damaged or destroyed by fire or casualty as the result of a risk not
covered by the forms of casualty insurance at the time maintained by
Landlord, Landlord shall promptly restore (consistent, however, with
governmental laws and codes then in existence) the Building or the
Premises to substantially the condition thereof at the time of such
damage, unless Landlord, within sixty (60) days after such loss, gives
notice to Tenant of Landlord's election to terminate this Lease. If
Landlord shall give such notice, then this Lease shall terminate as of the
date of such notice with the same force and effect as if such date were
the date originally established as the expiration date thereof.
7.3 DAMAGE DURING THE LAST YEAR OF THE LEASE TERM. If the Premises shall be
substantially damaged by fire or casualty within the last two (2) Lease
years of the Lease Term, either party shall have the right, by giving
notice to the other not later than thirty (30) days after such damage, to
terminate this Lease, whereupon this Lease shall terminate as of the date
of such fire or casualty with the same force and effect as
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if such date were the date originally established as the expiration date
thereof.
7.4 DEFINITION OF SUBSTANTIAL DAMAGE. For the purpose of defining the words
"substantially damaged," as used in this Article VII, such terminology
shall refer to damage of such a character that the same cannot, in
ordinary course, reasonably be expected to be repaired within one hundred
twenty (120) days from the time that repair work would normally commence.
7.5 RIGHTS OF TERMINATION FOR TAKING. If the Premises, or such a portion
thereof as to render the balance (if reconstructed to the maximum extent
practicable in the circumstances) unsuitable for Tenant's purposes, shall
be taken by condemnation or right of eminent domain, or other parts of the
Centre are so taken, reducing parking within the Common Areas of the
Centre to such an extent that adequate parking facilities to serve the
Building are unavailable, Landlord or Tenant shall have the right to
terminate this Lease by notice to the other of its desire to do so,
provided that such notice is given not later than thirty (30) days after
Tenant has been deprived of possession.
Further, if so much of the Building shall be so taken that continued
operation of the Building would be uneconomic, Landlord shall have the
right to terminate this Lease by giving notice to Tenant of Landlord's
desire to do so not later than thirty (30) days after the effective date
of such taking.
Should any part of the Premises be so taken or condemned during the Lease
Term hereof, and should this Lease not be terminated in accordance with
the foregoing provisions, Landlord agrees to use due diligence to put what
may remain of the Premises (consistent, however, with governmental laws
and codes then in existence) into proper condition for use and occupation
as nearly like the condition of the Premises prior to such taking as shall
be practicable.
7.6 ABATEMENT OF RENT. If the Premises shall be damaged by fire or other
casualty, the Annual Fixed Rent shall xxxxx or be reduced proportionately
for the period in which, by reason of such damage, there is substantial
interference with the operation of Tenant's use of the Premises, having
regard to the extent to which Tenant may be required to discontinue
Tenant's use of the Premises, but such abatement or reduction shall end if
and when Landlord shall have substantially restored the Premises to the
condition in which they were prior to such damage.
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If the Premises shall be affected by any exercise of the power of
condemnation or eminent domain, then the Annual Fixed Rent shall be justly
and equitably abated and reduced according to the nature and extent of the
loss of use thereof suffered by Tenant; and in case of a taking which
permanently reduces the area of the Premises, a just proportion of the
Annual Fixed Rent shall be abated for the remainder of the Lease Term.
7.7 Intentionally Omitted.
7.8 AWARD. Landlord shall have and hereby reserves and excepts, and Tenant
hereby grants and assigns to Landlord, all rights to recover for damages
to the Centre, to the Premises, the Building in which the same are
located, and the leasehold interest hereby created, and to compensation
accrued or hereafter to accrue by reason of such taking, damage or
destruction, and by way of confirming the foregoing, Tenant hereby grants
and assigns, and covenants with Landlord to grant and assign, to Landlord
all rights to such damages or compensation.
Nothing contained herein shall be construed to prevent Tenant from
prosecuting in any condemnation proceeding a claim for the value of any of
Tenant's property installed in the Premises by Tenant at Tenant's expense
and for relocation expenses, provided, however, that such action shall not
affect the amount of compensation otherwise recoverable by Landlord from
the taking authority pursuant to the preceding paragraph hereof.
7.9 COMPLETION DATE FOR RESTORATION. Where Landlord is obligated to effect
restoration of the Premises, or where Landlord has notified Tenant of its
election to effect restoration of the premises, unless such restoration is
completed within six (6) months from the date of the casualty or taking,
such period to be subject, however, to extension where the delay in
completion of such work is due to causes beyond Landlord's control (but in
no event beyond nine (9) months from the date of the casualty or taking),
Tenant shall have the right to terminate this Lease at any time after the
expiration of such six-month (as extended) period until the restoration is
substantially completed, such termination to take effect thirty (30) days
following the date of Tenant's notice, with the same force and effect as
if such date were the date originally established as the expiration date
hereof.
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ARTICLE VIII
DEFAULT
8.1 TENANT'S DEFAULT.
(a) If at any time subsequent to date of this Lease any one or
more of the following events (herein referred to as "Default
of Tenant") shall happen:
(i) Tenant shall fail to pay the Annual Fixed Rent,
additional rent or other charges hereunder when due and
such failure shall continue for seven (7) full business
days after notice to Tenant from Landlord specifying
such failure; or
(ii) Landlord rightfully having given the notice specified in
subdivision (i) above twice in any Lease Year, Tenant
shall thereafter in the same Lease year fail to pay the
Annual Fixed Rent, additional rent of other charges on
or before the date on which the same becomes due and
payable; or
(iii) Tenant shall default under that certain lease with
Landlord dated as of January 1, 1989, with respect to
premises on the second floor of the Building; or
(iv) Tenant shall neglect or fail to perform or observe any
other covenant herein contained on Tenant's part to be
performed or observed and Tenant shall fail to remedy
the same within thirty (30) days after notice to Tenant
specifying such neglect or failure, or if such failure
is of such a nature that Tenant cannot reasonably remedy
the same within such thirty (30) day period, Tenant
shall fail to commence promptly to remedy the same and
to prosecute such remedy to completion with diligence
and continuity; or
(v) Tenant's leasehold interest in the Premises shall be
taken on execution or by other process of law directed
against Tenant; or
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(vi) The Premises shall remain vacant for a period of thirty
(30) consecutive days (other than for events resulting
from damage or destruction by fire or other casualty or
taking by eminent domain), or Tenant vacates or abandons
the Premises; or
(vii) Tenant shall make an assignment of the property of
Tenant for the benefit of creditors or shall file a
voluntary petition in bankruptcy or shall file any
petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation,
dissolution nor similar relief for itself under any
present or future Federal, State or other statute, law
or regulation for the relief of debtors, or shall seek
or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of Tenant or of all or
any substantial part of its properties, or shall admit
in writing its inability to pay its debts generally as
they become due; or
(viii) A petition shall be filed against Tenant in bankruptcy
or under any other law seeking any reorganization,
arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or
future Federal, State or other statute, law or
regulation and shall remain undismissed or unstayed for
an aggregate of sixty (60) days (whether or not
consecutive), or if any debtor in possession (whether or
not Tenant) trustee, receiver or liquidator of Tenant or
of all or any substantial part of its properties or of
the Premises shall be appointed without the consent or
acquiescence of Tenant and such appointment shall remain
unvacated or unstayed for an aggregated of sixty (60)
days (whether or not consecutive);
then in any such case (1) if such Default of Tenant shall
occur prior to the Commencement Date, this Lease shall ipso
facto, and
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without further act on the part of Landlord, terminate, and
(2) if such Default of Tenant shall occur after the
Commencement Date, Landlord may terminate this Lease by notice
to Tenant, specifying a date not less than ten (10) days after
the giving of such notice on which this Lease shall terminate
and this Lease shall come to an end on the date specified
therein as fully and completely as if such date were the date
herein originally fixed for the expiration of the Lease Term
of this Lease (Tenant hereby waiving any rights of redemption
under applicable law) and Tenant will then quit and surrender
the Premises to Landlord, but Tenant shall remain liable as
hereinafter provided.
(b) If this Lease shall have been terminated as provided in this
Article, or if any execution or attachment shall be issued
against Tenant or any of Tenant's property whereupon the
Premises shall be taken or occupied by someone other than
Tenant, then Landlord may, without notice, re-enter the
Premises, as permitted by law, and remove and dispossess
Tenant and all other persons and any and all property from the
same, as if this Lease had not been made.
(c) In the event of any termination, Tenant shall pay the Annual
Fixed Rent, additional rent and other sums payable hereunder
up to the time of such termination, and thereafter Tenant,
until the end of what would have been the Lease Term in the
absence of such termination, and whether or not the Premises
shall have been relet, shall be liable to Landlord for, and
shall pay to Landlord, as liquidated current damages, the
Annual Fixed Rent, additional rent and other sums which would
be payable hereunder if such termination had not occurred,
less the net proceeds, if any, of any reletting of the
Premises, after deducting all expenses in connection with such
reletting, including, without limitation, all repossession
costs, brokerage commissions, legal expenses, attorneys' fees,
advertising, expenses of employees, alteration costs and
expenses of preparation for such reletting. Tenant shall pay
such current damages to Landlord monthly on the days which the
Annual Fixed Rent would have been payable hereunder if this
Lease had not been terminated.
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(d) At any time after such termination, whether or not Landlord
shall have collected any such current damages, as liquidated
final damages and in lieu of all such current damages beyond
the date of such demand, Tenant shall pay to Landlord an
amount equal to the present value of the excess, if any, of
the Annual Fixed Rent, additional rent and other sums as
hereinbefore provided which would be payable hereunder from
the date of such demand (assuming that, for the purposes of
this paragraph annual payments by Tenant on account of Taxes
and Operating Expenses would be the same as the payments
required for the immediately preceding calendar or Tax Year)
for what would be the then unexpired Lease Term of this Lease
if the same remained in effect, over the then fair net rental
value of the Premises for the same period.
(e) In case of any Default by Tenant, re-entry, expiration and
dispossession by summary proceedings or otherwise, Landlord
may (i) relet the Premises or any part or parts thereof,
either in the name of Landlord or otherwise, for a term or
terms which may at Landlord's option be equal to or less than
or exceed the period which would otherwise have constituted
the balance of the Lease Term and may grant concessions or
free rent to the extent that Landlord considers advisable and
necessary to relet the same and (ii) may make such reasonable
alterations, repairs and decorations in the Premises as
Landlord in its sole judgment considers advisable and
necessary for the purpose of reletting the Premises; and the
making of such alterations, repairs and decorations shall not
operate or be construed to release Tenant from liability
hereunder as aforesaid. Landlord shall in no event be liable
in any way whatsoever for failure to re-let the Premises, or,
in the event that the Premises are re-let, for failure to
collect the rent under such re-letting. 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, or in the event of Landlord
obtaining possession of the Premises, by reason of the
violation by Tenant of any of the covenants and conditions of
this Lease.
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(f) The specified remedies to which Landlord may resort hereunder
are not intended to be exclusive of any remedies or means of
redress to which Landlord may at any time be entitled
lawfully, and Landlord may invoke any remedy (including the
remedy of specific performance) allowed at law or in equity as
if specific remedies were not herein provided for.
(g) All costs and expenses incurred by or on behalf of Landlord
(including, without limitation, attorneys' fees and expenses)
in enforcing its rights hereunder or occasioned by any Default
of Tenant shall be paid by Tenant.
8.2 LANDLORD'S DEFAULT. Landlord shall in no event be in default in the
performance of any of Landlord's obligations hereunder unless and until
Landlord shall have failed to perform such obligations within thirty (30)
days, or such additional time as is reasonably required to correct any
such default, after notice by Tenant to Landlord specifying wherein
Landlord has failed to perform any such obligations.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do or
permit anything to be done in or upon the Premises, or bring in anything
or keep anything therein, which shall increase the rate of insurance on
the Premises or on the Building above the standard rate applicable to
premises being occupied for Permitted Uses; and Tenant further agrees
that, in the event that Tenant shall do any of the foregoing, Tenant will
promptly pay to Landlord, on demand, any such increase resulting
therefrom, which shall be due and payable as an additional charge
hereunder.
9.2 Waiver.
(a) Failure on the part of Landlord or Tenant to complain of any
action or non-action on the part of the other, no matter how
long the same may continue, shall never be a waiver by Tenant
or Landlord, respectively, of any of the other's rights
hereunder. Further, no waiver at any time of any of the
provisions hereof by Landlord or Tenant shall be construed as
a waiver of any of the other provisions hereof, and a waiver
at any time
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of any of the provisions hereof shall not be construed as a
waiver at any subsequent time of the same provisions. The
consent or approval of Landlord or Tenant to or of any action
by the other requiring such consent or approval shall not be
construed to waive or render unnecessary Landlord's or
Tenant's consent or approval to or of any subsequent similar
act by the other.
(b) No payment by Tenant, or acceptance by Landlord, of a lesser
amount than shall be due from Tenant to Landlord shall be
treated otherwise than as a payment on account. The acceptance
by Landlord of a check for a lesser amount with an endorsement
or statement thereon, or upon any letter accompanying such
check, that such lesser amount is payment in full, shall be
given no effect, and Landlord may accept such check without
prejudice to any other rights or remedies which Landlord may
have against Tenant.
9.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions
of this Lease, on payment of the Annual Fixed Rent, additional rent and
other charges and observing, keeping and performing all of the other terms
and provisions of this Lease on Tenant's part to be observed, kept and
performed, shall lawfully, peaceably and quietly have, hold, occupy and
enjoy the Premises during the term hereof, without hindrance or ejection
by any person lawfully claiming under Landlord to have title to the
Premises superior to Tenant; the foregoing covenant of quiet enjoyment is
in lieu of any other covenant, express or implied; and it is understood
and agreed that this covenant and any and all other covenants of Landlord
contained in this Lease shall be binding upon Landlord and Landlord's
successors only with respect to breaches occurring during Landlord's and
Landlord's successors' respective ownership of Landlord's interest
hereunder.
9.4 LANDLORD'S LIABILITY. Tenant specifically agrees to look solely to
Landlord's then equity interest in the Property at the time owned, for
recovery of any judgment from Landlord; it being specifically agreed that
neither Landlord nor any partner of Landlord (original or successor) shall
ever be personally liable for any such judgment, or for the payment of any
monetary obligation to Tenant. The provision contained in the foregoing
sentence is not intended to, and shall not, limit any right that Tenant
might otherwise have to obtain injunctive relief against Landlord or
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Landlord's successors in interest, or to take any action not involving the
personal liability of Landlord (original or successor) to respond in
monetary damages from Landlord's assets other than Landlord's equity
interest in the Property.
In no event shall Landlord ever be liable to Tenant for any indirect or
consequential damages suffered by Tenant from whatever cause.
9.5 NOTICE TO MORTGAGEE. After receiving notice from any person, firm or other
entity that it holds a mortgage which includes the Premises as part of the
mortgaged premises, no notice from Tenant to Landlord shall be effective
unless and until a copy of the same is given to such holder (provided
Tenant shall have been furnished with the name and address of such
holder), and the curing of any of Landlord's defaults by such holder shall
be treated as performance by Landlord.
9.6 ASSIGNMENT OF RENTS AND TRANSFER OF TITLE. With reference to any
assignment by Landlord of Landlord's interest in this Lease, or the rents
payable hereunder, conditional in nature or otherwise, which assignment is
made to the holder of a mortgage on property which includes the Premises,
Tenant agrees that the execution thereof by Landlord, and the acceptance
thereof by the holder of such mortgage shall never be treated as an
assumption by such holder of any of the obligations of Landlord hereunder
unless such holder shall, by notice sent to Tenant, specifically otherwise
elect and that, except as aforesaid, such holder shall be treated as
having assumed Landlord's obligations hereunder only upon foreclosure of
such holder's mortgage and the taking of possession of the Premises.
In no event shall the acquisition of title to the Property by a purchaser
which, simultaneously therewith, leases the entire Property back to the
seller thereof be treated as an assumption by operation of law or
otherwise, of Landlord's obligations hereunder, but Tenant shall look
solely to such seller-lessee, and its successors from time to time in
title, for performance of Landlord's obligation hereunder. In any such
event, this Lease shall be subject and subordinate to the lease to such
purchaser. For all purposes, such seller-lessee, and its successors in
title, shall be the Landlord hereunder unless and until Landlord's
position shall have been assumed by such purchaser-lessor.
9.7 SURRENDER. No act or thing done by Landlord during the Lease Term shall be
deemed an acceptance of a surrender of the Premises, and no agreement to
accept such
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surrender shall be valid, unless in writing signed by Landlord. No
employee of Landlord or of Landlord's agents shall have any power to
accept the keys of the Premises prior to the termination of this Lease.
The delivery of 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. In the event that Tenant at any time desires to have Landlord
underlet the Premises for Tenant's account, Landlord or Landlord's agents
are authorized to receive the keys for such purposes without releasing
Tenant from any of the obligations under this Lease, and Tenant hereby
relieves Landlord of any liability for loss of or damage to any of
Tenant's effects in connection with such underletting.
9.8 INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this
Lease, or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Lease. or
the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Lease shall
be valid and be enforced to the fullest extent permitted by law.
9.9 PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms
hereof shall be binding upon and shall inure to the benefit of the
successors and assigns, respectively, of Landlord and Tenant and, if
Tenant shall be an individual, upon and to his heirs, executors,
administrators, successors and assigns. Each term and each provision of
this Lease to be performed by Tenant shall be construed to be both a
covenant and a condition. The reference contained to successors and
assigns of Tenant is not intended to constitute a consent to assignment by
Tenant, but has reference only to those instances in which Landlord may
later give consent to a particular assignment by Tenant of this Lease.
9.10 RECORDING. Tenant agrees not to record this Lease, but each party hereto
agrees, on the request of the other, to execute a so-called memorandum or
notice of lease in form recordable and complying with applicable law and
reasonably satisfactory to Landlord's attorneys. In no event shall such
document set forth the rent or other charges payable by Tenant under this
Lease; and any such document shall expressly state that it is executed
pursuant to the provisions contained in this Lease, and is not intended to
vary the terms and conditions of this Lease.
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9.11 NOTICES. Whenever, by the terms of this Lease, notices shall or may be
given either to Landlord or to Tenant, such notice shall be in writing and
shall be sent by registered or certified mail, postage prepaid:
If intended for Landlord, addressed to Landlord at Landlord's
Original Address (or to such other address or addresses as may from
time to time hereafter be designated by Landlord by like notice).
If intended for Tenant, addressed to Tenant at Tenant's Original
Address until the Commencement Date and thereafter at the Premises
(or to such other address or addresses as may from time to time
hereafter be designated by Tenant by like notice).
All such notices shall be effective when deposited in the United
States Mail within the Continental United States, provided that the
same are received in ordinary course at the address to which the
same were sent.
9.12 WHEN LEASE BECOMES BINDING. The submission of this document for
examination and negotiation does not constitute an offer to lease, or a
reservation of, or option for, the Premises, and this document shall
become effective and binding only upon the execution and delivery hereof
by both Landlord and Tenant. All negotiations, considerations,
representations and understandings between Landlord and Tenant are
incorporated herein and this Lease expressly supercedes any proposals or
other written documents relating hereto. This Lease may be modified or
altered only by written agreement between Landlord and Tenant, and no act
or omission of any employee or agent of Landlord shall alter, change or
modify any of the provisions hereof.
9.13 PARAGRAPH HEADINGS. The paragraph headings throughout this instrument are
for convenience and reference only, and the words contained therein shall
in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Lease.
9.14 RIGHTS OF MORTGAGEE. This Lease shall be subordinate to any mortgage from
time to time encumbering the Premises, whether executed and delivered
prior to or subsequent to the date of this Lease, if the holder of such
mortgage shall so elect. Tenant agrees to execute such instruments of
subordination in confirmation of the foregoing agreement as such holder
may request, and
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Tenant hereby appoints such holder as Tenant's attorney-in-fact to execute
such subordination agreement upon default of Tenant in complying with such
holder's request.
9.15 STATUS REPORT. Recognizing that both parties may find it necessary to
establish to third parties, such as accountants, banks, mortgages or the
like, the then current status of performance hereunder, either party, on
the request of the other made from time to time, will promptly furnish to
Landlord, or the holder of any mortgage encumbering the Premises, or to
Tenant, as the case may be, a statement of the status of any matter
pertaining to this Lease, including, without limitation, acknowledgments
that (or the extent to which) each party is in compliance with its
obligations under the terms of this Lease. Any such statement delivered by
Tenant pursuant to this Section 9.15 may be relied upon by any prospective
purchaser or mortgagee of the Premises or any prospective assignee of any
mortgages of the Premises.
9.16 SECURITY DEPOSIT. If, in Section 1.2 hereof, a security deposit is
specified, Tenant agrees that the same will be paid upon execution and
delivery of this Lease, and that Landlord shall hold the same throughout
the terms of this Lease as security for the performance by Tenant of all
obligations on the part of Tenant hereunder. Landlord shall have the right
from time to time without prejudice to any other remedy Landlord may have
on account thereof, to apply such deposit, or any part thereof, to
Landlord's damages arising from and default on the part of Tenant,
provided however, Landlord shall have first given Tenant written notice of
its intention to so apply Tenant's security deposit. There then existing
no Default of Tenant, Landlord shall return the deposit, or so much
thereof as shall have theretofor not been applied in accordance with the
terms of this Section 9.16, to Tenant on the expiration or earlier
termination of the Lease Term of this Lease and surrender of possession of
the Premises by Tenant to Landlord at such time. While Landlord holds such
deposit, Landlord shall have no obligation to pay interest on the same and
shall have the right to commingle the same with Landlord's other funds. If
Landlord conveys Landlord's interest under this Lease, the Deposit or any
part thereof not previously applied, may be turned over by Landlord to
Landlord's grantee, and, if so turned over, Tenant agrees to look solely
to such grantee for proper application of the deposit in accordance with
the terms of this Section 9.16, and the return thereof in accordance
herewith. The holder of a mortgage shall not be responsible to Tenant for
the return or application of any such deposit, whether or
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not it succeeds to the position of Landlord hereunder, unless such deposit
shall have been received in hand by such holder.
9.17 SELF-HELP. If Tenant shall at any time default in the performance of any
obligation under this Lease, Landlord shall have the right, but shall not
be obligated; upon reasonable notice, to enter upon the Premises and to
perform such obligation notwithstanding the fact that this specific
provision for such substituted performance by Landlord is made in this
Lease with respect to such Default of Tenant. In performing such
obligation, Landlord may make any payment of money or perform any act. All
sums so paid by Landlord (together with interest at the rate of the lesser
of (i) the maximum lawful rate applicable in the State of Florida, or (ii)
three percentage points over the then prevailing prime rate in Boca Raton,
Florida, and all necessary incidental costs and expenses in connection
with the performance of any such act by Landlord, shall be deemed to be
additional rent under this Lease and shall be payable to Landlord
immediately, on demand. Landlord may exercise the foregoing rights without
waiving any other of its rights or releasing Tenant from any of its
obligations under this Lease.
Any payment on account of Annual Fixed Rent, taxes, or other sums payable
hereunder, not paid within fifteen (15) days of the date when due shall,
at the option of Landlord bear interest at a rate equal to (i) the maximum
lawful rate permitted under applicable law, or (ii) 3% over the prime rate
in effect from time to time at the Chase Manhattan Bank, from the due date
thereof, and shall be payable forthwith on demand by Landlord as
additional rent.
9.18 HOLDING OVER. Any holding over by Tenant after the expiration of the term
of this Lease shall be treated as a daily tenancy at sufferance at a rate
equal to one and one-half (1 1/2) times the Annual Fixed Rent last in
effect, plus additional rent and other charges herein provided (prorated
on a daily basis) and shall otherwise be on the terms and conditions set
forth in this Lease as far as applicable.
9.19 WAIVER OF SUBROGATION. Insofar as, and to the extent that, the following
provisions may be effective without invalidating or making it impossible
to secure insurance coverage obtainable from responsible insurance
companies doing business in the locality in which the Property is located
(even though extra premium may result therefrom) Landlord and Tenant
mutually agree that, with respect to any hazard, the
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loss from which is covered by insurance then being carried by them,
respectively, the one carrying such insurance and suffering such loss
releases the other of and from any and all claims with respect to such
loss to the extent of the insurance proceeds paid with respect thereto;
and they further mutually agree that their respective insurance companies
shall have no right of subrogation against the other on account thereof.
9.20 BROKERAGE. Tenant warrants and represents the Tenant has dealt with no
broker in connection with the consummation of this Lease other than the
broker person or firm, if any, designated in Section 1.2 hereof; and, in
the event of any brokerage claims against Landlord predicated upon prior
dealings with Tenant, Tenant agrees to defend the same with counsel of
Landlord's selection and save harmless and indemnify Landlord on account
of loss, cost or damage which may arise by reason of such claim. Landlord
agrees that it shall be solely responsible for the payment of brokerage
commissions to the broker, person or firm, if any, designated in Section
1.2 hereof.
9.21 GOVERNING LAW. This Lease shall be governed exclusively by the provisions
hereof and by the law of the State of Florida, as the same may from time
to time exist.
9.22 ADDENDA PROVISIONS. (See Addenda attached hereto and made a part hereof)
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed, under seal, by persons hereunto duly authorized, in multiple copies
each to be considered an original hereof, as of the date first above written.
LANDLORD: STARKOFF ASSOCIATES, a
Florida Partnership
/s/ Xxxxxx Xxxxxxx BY: /s/ Xxxx Xxxxxxxx
--------------------------- -------------------------------
General Partner
/s/ Xxxx Xxxxx
---------------------------
TENANT: CRC PRESS, INC.,
a Florida Corporation
/s/ Xxxxxx Xxxxxxx BY:/s/ Xxxxxxxx Xxxxxxxxx
--------------------------- --------------------------------
Its Vice President
----------------------------
/s/ Xxxx Xxxxx
---------------------------
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ADDENDUM TO LEASE
This Addendum to that certain Lease dated as of January 1, 1990, between
STARKOFF ASSOCIATES, as Landlord, and CRC PRESS, INC., as Tenant, provides as
follows:
Landlord and Tenant agree that provided this Lease is not then in Default,
Tenant shall have the option to renew this Lease for two (2) successive periods
to be three (3) years each, ending on December 31, 2000, with said options to be
exercisable by Tenant by providing Landlord with written notice of its intention
to renew this Lease at least ninety (90) days prior to the expiration of the
original term, or in the case of a subsequent extension, at least ninety (90)
days prior to the expiration of the prior extension period. Said renewal shall
be upon the same terms, covenants, and conditions provided in this Lease, except
that the economic terms for the renewal shall be at least as favorable as those
being offered to any third party for comparable office space in the Building at
the expiration date of this Lease.
WITNESSES: LANDLORD:
STARKOFF ASSOCIATES, a Florida
Partnership
/s/ Xxxxx X. Xxxxxxx BY: /s/ X. X. Xxxxxxxx
--------------------------- --------------------------------
General Partner
/s/ Xxxxxxxx X. Xxxxxxxx
---------------------------s
TENANT:
CRC PRESS, INC.
/s/ Xxxxx X. Xxxxxxx BY: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------- --------------------------------
Its V.P. Operations
---------------
/s/ Xxxxxxxx X. Xxxxxxxx
---------------------------
