Exhibit 10.5
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ENCLOSED IS THE
LEASE AGREEMENT
BETWEEN
LIBERTY PROPERTY LIMITED PARTNERSHIP,
A PENNSYLVANIA LIMITED PARTNERSHIP
("LANDLORD")
AND
NATIONSHEALTH SUPPLY, L.L.C.
A FLORIDA LIMITED LIABILITY COMPANY ("TENANT")
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LEASE AGREEMENT
(Multi-Tenant Industrial)
INDEX
SECTION SECTION PAGE
------- ------- ----
1. Summary of Terms and Certain Definitions....................... 1
2. Premises....................................................... 2
3. Acceptance of Premises......................................... 2
4. Use; Compliance................................................ 2
5. Term........................................................... 2
6. Minimum Annual Rent............................................ 3
7. Operation of Property; Payment of Expenses..................... 3
8. Signs.......................................................... 4
9. Alterations and Fixtures ...................................... 5
10. Mechanics' Liens............................................... 5
11. Landlord's Right of Entry...................................... 5
12. Damage by Fire or Other Casualty............................... 5
13. Condemnation................................................... 6
14. Non-Abatement of Rent.......................................... 6
15. Indemnification of Landlord.................................... 6
16. Waiver of Claims............................................... 6
17. Quiet Enjoyment................................................ 6
18. Assignment and Subletting...................................... 6
19. Subordination; Mortgagee's Rights.............................. 7
20. Recording; Tenant's Certificate................................ 7
21. Surrender; Abandoned Property.................................. 8
22. Curing Tenant's Defaults....................................... 8
23. Defaults - Remedies ........................................... 8
24. Representations of Tenant...................................... 9
25. Liability of Landlord.......................................... 9
26. Interpretation; Definitions ................................... 10
THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership ("LANDLORD") with its address at
000 Xxxxxx Xxxx, Xxxx Xxxxx, XX 00000, and NATIONSHEALTH SUPPLY L.L.C., a
limited liability company organized under the laws of Florida ("TENANT") with
its address at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000 and is dated
as of the date on which this lease has been fully executed by Landlord and
Tenant.
1. SUMMARY OF TERMS AND CERTAIN DEFINITIONS.
(A) "PREMISES": Approximate rentable square feet: 17,720
(Section 2) Suite:
(B) "BUILDING": Approximate rentable square feet: 24,732
(Section 2) Address: 00000 X.X. 0xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
(C) "TERM": Ninety (90) months
(Section 5)
(i) "COMMENCEMENT DATE": Xxxxx 0, 0000
(xx) "EXPIRATION DATE": SEE SECTION 5
(D) MINIMUM RENT (Section 6) & OPERATING EXPENSES (Section 7)
(i) "MINIMUM ANNUAL RENT":
MONTHS ANNUAL MONTHLY
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1 - 6 N/A $ 0.00
*7 - 18 $105,000.00 $ 8,750.00
19 - 30 $194,920.00 $16,243.33
31 - 42 $203,780.00 $16,981.66
43 - 54 $212,640.00 $17,720.00
55 - 66 $221,500.00 $18,458.33
67 - 78 $230,360.00 $19,196.66
79 - 90 $239,220.00 $19,935.00
* TENANT IS REQUIRED TO PAY ANNUAL OPERATING EXPENSES PLUS STATE SALES TAX
DURING THIS YEAR BASED ON 10,000 RENTABLE SQUARE FEET.
(ii) ESTIMATED "ANNUAL OPERATING EXPENSES": $52,000.00 (Fifty-Two
Thousand and 00/100 Dollars), payable in monthly installments of $4,333.33 (Four
Thousand Three Hundred Thirty-Three and 33/100 Dollars), subject to adjustment
(Section 7(a)).
(iii) ESTIMATED "ANNUAL PREMISES DIRECT OPERATING EXPENSES":
$15,948.00 (Fifteen Thousand Nine Hundred Forty-Eight and 00/100 Dollars),
payable in monthly installments of $1,329.00 (One Thousand Three Hundred
Twenty-Nine and 00/100 Dollars), subject to adjustment (Section 7(g)).
(E) "PROPORTIONATE SHARE" (Section 7(a)): 71.65% (Ratio of approximate
rentable square feet in the Premises to approximate rentable square feet in the
Building).
(F) "USE" (Section 4): General office, marketing, shipping and pharmacy, to
the extent permitted by applicable law.
(G) "SECURITY DEPOSIT" (Section 28): $14,412.33 (Fourteen Thousand Four
Hundred Twelve and 33/100 Dollars). See Rider.
(H) "CONTENTS": This lease consists of the Index, pages 1 through 11
containing Sections 1 through 28 and the following, all of which are attached
hereto and made a part of this lease:
Rider with Sections 29 through 52
Exhibits: "A" - Plan showing Premises
"B" - Commencement Certificate Form
"C" - Building Rules
"D" - Estoppel Certificate Form
"E" - Plan of Improvements
"F" - Standard Tenant Buildout Specifications
"G" - Cleaning Schedule
"H" - Memorandum to Lease
"I" - Form of Letter of Credit
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2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises as shown on attached Exhibit "A" within the Building (the
Building and the lot on which it is located, the "PROPERTY"), together with the
nonexclusive right with Landlord and other occupants of the Building to use all
areas and facilities provided by Landlord for the use of all tenants in the
Property including any driveways, sidewalks and parking, loading and landscaped
areas (the "COMMON AREAS").
3. ACCEPTANCE OF PREMISES. Tenant has examined and knows the condition of the
Property, the zoning, streets, sidewalks, parking areas, curbs and access ways
adjoining it, visible easements, any surface conditions and the present uses,
and Tenant accepts them in the condition in which they now are, without relying
on any representation, covenant or warranty by Landlord. Tenant and its agents
shall have the right, at Tenant's own risk, expense and responsibility, at all
reasonable times prior to the Commencement Date, to enter the Premises for the
purpose of taking measurements and installing its furnishings and equipment;
provided that the Premises are vacant and Tenant obtains Landlord's prior
written consent.
4. USE; COMPLIANCE.
(A) PERMITTED USE. Tenant shall occupy and use the Premises for and only
for the Use specified in Section 1(f) above and in such a manner as is lawful,
reputable and will not create any nuisance or otherwise interfere with any other
tenant's normal operations or the management of the Building. Without limiting
the foregoing, such Use shall exclude any use that would cause the Premises or
the Property to be deemed a "place of public accommodation" under the Americans
with Disabilities Act (the "ADA") as further described in the Building Rules
(defined below). All Common Areas shall be subject to Landlord's exclusive
control and management at all times. Tenant shall not use or permit the use of
any portion of the Property for outdoor storage or installations outside of the
Premises nor for any use that would interfere with any other person's use of any
portion of the Property outside of the Premises.
(B) COMPLIANCE. Landlord represents that, as of the date of this lease,
there is no action required with respect to the Premises or Common Areas under
any laws (including Title III of the ADA), ordinances, notices, orders, rules,
regulations and requirements applicable to the Premises or to the Common Areas.
From and after the Commencement Date, Tenant shall comply promptly, at its true
expense, (including making any alterations or improvements) with all laws
(including the ADA), ordinances, notices, orders, rules, regulations and
requirements regulating the Property during the Term which impose any duty upon
Landlord or Tenant with respect to Tenant's use, occupancy or alteration of, or
Tenant's installations in or upon, the Property including the Premises, (as the
same may be amended, the "LAWS AND REQUIREMENTS") and the building rules
attached as Exhibit "C", as amended by Landlord from time to time (the "BUILDING
RULES"). Provided, however, that Tenant shall not be required to comply with the
Laws and Requirements with respect to the footings, foundations, structural
steel columns and girders forming a part of the Property unless the need for
such compliance arises out of Tenant's use, occupancy or alteration of the
Property, or by any act or omission of Tenant or any employees, agents,
contractors, licensees or invitees ("AGENTS") of Tenant. With respect to
Tenant's obligations as to the Property, other than the Premises, at Landlord's
option and at Tenant's expense. Landlord may comply with any repair, replacement
or other construction requirements of the Laws and Requirements and Tenant shall
pay to Landlord all costs thereof as additional rent.
(C) ENVIRONMENTAL. Tenant shall comply, at its sole expense, with all Laws
and Requirements as set forth above, all manufacturers' instructions and all
requirements of insurers relating to the treatment, production, storage,
handling, transfer, processing, transporting, use, disposal and release of
hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum
products, toxic or radioactive matter (the "RESTRICTED ACTIVITIES"). Tenant
shall deliver to Landlord copies of all Material Safety Data Sheets or other
written information prepared by manufacturers, importers or suppliers of any
chemical and all notices, filings, permits and any other written communications
from or to Tenant and any entity regulating any Restricted Activities.
(D) NOTICE. If at any time during or after the Term, Tenant becomes aware
of any inquiry, investigation or proceeding regarding the Restricted Activities
or becomes aware of any claims, actions or investigations regarding the ADA,
Tenant shall give Landlord written notice, within 5 days after first learning
thereof, providing all available information and copies of any notices.
5. TERM. The Term of this lease shall commence on the Commencement Date and
shall end at 11:59 p.m. on the last day of the Term (the "EXPIRATION DATE"),
without the necessity for notice from either party, unless sooner terminated in
accordance with the terms hereof. At Landlord's request, Tenant shall confirm
the Commencement Date and Expiration Date by executing a lease commencement
certificate in the form attached as Exhibit "B".
6. MINIMUM ANNUAL RENT. Tenant agrees to pay to Landlord the Minimum Annual Rent
in equal monthly installments in the amount set forth in Section l(d) (as
increased at the beginning of each lease year as set forth in Section l(d)), in
advance, on the first day of each calendar month during the Term, without
notice, demand or setoff, at Landlord's address designated at the beginning of
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this lease unless Landlord designates otherwise; provided that rent for the
first full month shall be paid at the signing of this lease. If the Commencement
Date falls on a day other than the first day of a calendar month, the rent shall
be apportioned pro rata on a per diem basis for the period from the Commencement
Date until the first day of the following calendar month and shall be paid on or
before the Commencement Date. As used in this lease, the term "lease year" means
the period from the Commencement Date through the succeeding 12 full calendar
months (including for the first lease year any partial month from the
Commencement Date until the first day of the first full calendar month) and each
successive 12 month period thereafter during the Term.
7. OPERATION OF PROPERTY; PAYMENT OF EXPENSES.
(A) PAYMENT OF OPERATING EXPENSES. Tenant shall pay to Landlord the Annual
Operating Expenses in equal monthly installments in the amount set forth in
Section l(d) (prorated for any partial month), from the Commencement Date and
continuing throughout the Term on the first day of each calendar month during
the Term, as additional rent, without notice, demand or setoff; provided that
the monthly installment for the first full month shall be paid at the signing of
this lease. Landlord shall apply such payments to the operating expenses owed to
Landlord by Tenant pursuant to the following Sections 7(b)-(f). The amount of
the Annual Operating Expenses set forth in Section l(d) represents Tenant's
Proportionate Share of the estimated operating expenses during the first
calendar year of the Term on an annualized basis; from time to time Landlord may
adjust such estimated amount if the estimated operating expenses increase. By
April 30th of each year (and as soon as practical after the expiration or
termination of this lease or at any time in the event of a sale of the
Property), Landlord shall provide Tenant with a statement of the actual amount
of such expenses for the preceding calendar year or part thereof. Landlord or
Tenant shall pay to the other the amount of any deficiency or overpayment then
due from one to the other or, at Landlord's option, Landlord may credit Tenant's
account for any overpayment. Tenant's obligation to pay the Annual Operating
Expenses pursuant to this Section 7 shall survive the expiration or termination
of this lease.
(B) TAXES AND OTHER IMPOSITIONS. Tenant shall pay prior to delinquency all
levies, taxes (including sales taxes and gross receipt taxes), assessments,
liens, license and permit fees, which are applicable to the Term, and which are
imposed by any authority or under any law, ordinance or regulation thereof, or
pursuant to any recorded covenants or agreements, and the reasonable cost of
contesting any of the foregoing (the "IMPOSITIONS") upon or with respect to the
Premises, or any improvements thereto, or directly upon this lease or the Rent
(defined in Section 7(f)) or amounts payable by any subtenants or other
occupants of the Premises, or against Landlord because of Landlord's estate or
interest herein. Additionally, Tenant shall pay as aforesaid its Proportionate
Share of any Imposition which is not imposed upon the Premises as a separate
entity but which is imposed upon all or part of the Property or upon the leases
or rents relating to the Property.
(i) Nothing herein contained shall be interpreted as requiring Tenant
to pay any income, excess profits or corporate capital stock tax imposed or
assessed upon Landlord, unless such tax or any similar tax is levied or assessed
in lieu of all or any part of any Imposition or an increase in any Imposition.
(ii) If it shall not be lawful for Tenant to reimburse Landlord for
any of the Impositions, the Minimum Annual Rent shall be increased by the amount
of the portion of such Imposition allocable to Tenant, unless prohibited by law.
(C) INSURANCE.
(i) PROPERTY. Landlord shall keep in effect, and Tenant shall pay to
Landlord its Proportionate Share of the cost of, insurance against loss or
damage to the Building or the Property by fire and such other casualties as may
be included within fire, extended coverage and special form insurance covering
the full replacement cost of the Building (but excluding coverage of Tenant's
personal property in, and any alterations by Tenant to, the Premises), and such
other insurance as Landlord may reasonably deem appropriate or as may be
required from time-to-time by any mortgagee.
(ii) LIABILITY. Tenant, at its own expense, shall keep in effect
comprehensive general public liability insurance with respect to the Premises
and the Property, including contractual liability insurance, with such limits of
liability for bodily injury (including death) and property damage as reasonably
may be required by Landlord from time-to-time, but not less than a combined
single limit of $1,000,000 per occurrence and a general aggregate limit of not
less than $3,000,000 (which aggregate limit shall apply separately to each of
Tenant's locations if more than the Premises); however, such limits shall not
limit the liability of Tenant hereunder. The policy of comprehensive general
public liability insurance also shall name Landlord and Landlord's agent as
insured parties with respect to the Premises, shall be written on an
"occurrence" basis and not on a "claims made" basis, shall provide that it is
primary with respect to any policies carried by Landlord and that any coverage
carried by Landlord shall be excess insurance, shall provide that it shall not
be cancelable or reduced without at least 30 days prior written notice to
Landlord and shall be issued in form satisfactory to Landlord. The insurer shall
be a responsible insurance carrier which is authorized to issue such insurance
and licensed to do business in the state in which the Property is located and
which has at all times during the Term a rating of no less than A VII in the
most current edition of Best's Insurance Reports. Tenant shall deliver to
Landlord on or before the
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Commencement Date, and subsequently renewals of a certificate of insurance
evidencing such coverage and the waiver of Subrogation described below.
(iii) WAIVER OF SUBROGATION. Landlord and Tenant shall have included
in their respective property insurance policies waivers of their respective
insurers' right of subrogation against the other party. If such a waiver should
be unobtainable or unenforceable, then such policies of insurance shall state
expressly that such policies shall not be invalidated if, before a casualty, the
insured waives the right of recovery against any party responsible for a
casualty covered by the policy.
(iv) INCREASE OF PREMIUMS. Tenant agrees not to do anything or fail to
do anything which will increase the cost of Landlord's insurance or which will
prevent Landlord from procuring policies (including public liability) from
companies and in a form satisfactory to Landlord. If any breach of the preceding
sentence by Tenant causes the rate of fire or other insurance to be increased,
Tenant shall pay the amount of such increase as additional rent promptly upon
being billed.
(D) REPAIRS AND MAINTENANCE; COMMON AREAS; BUILDING MANAGEMENT. Except as
specifically otherwise provided in this Section (d), Tenant at its sole expense
shall maintain the Premises in good order and condition, promptly make all
repairs necessary to maintain such condition, and repair any damage to the
Premises caused by Tenant or its Agents. All repairs made by Tenant shall
utilize materials and equipment which are comparable to those originally used in
constructing the Building and Premises. When used in this Section (d), the term
"repairs" shall include replacements and renewals when necessary.
(i) Landlord, at its sole expense, shall make all necessary repairs to
the footings, foundations, structural steel columns and girders forming a part
of the Premises, provided that Landlord shall have no responsibility to make any
repair until Landlord receives written notice of the need for such repair.
(ii) Landlord, at Tenant's sole expense, shall maintain and repair the
HVAC systems appurtenant to the Premises.
(iii) Landlord shall make all necessary repairs to the roof, exterior
portions of the Premises and the Building, utility and communications lines,
equipment and facilities in the Building, which serve more than one tenant, and
to the Common Areas, the cost of which shall be an operating expense of which
Tenant shall pay its Proportionate Share, provided that Landlord shall have no
responsibility to make any repair until Landlord receives written notice of the
need for such repair. Landlord shall operate and manage the Property and shall
maintain all Common Areas and any paved areas appurtenant to the Property in a
clean and orderly condition. Landlord reserves the right to make alterations to
the Common Areas from time to time. Operating expenses also shall include (A)
all sums expended by Landlord for the supervision, maintenance, repair,
replacement and operation of the Common Areas (including the costs of utility
services), (B) any costs of building improvements made by Landlord to the
Property that are required by any governmental authority or for the purpose of
reducing operating expenses and (C) a management and administrative fee
applicable to the overall operation of the Property.
(iv) Notwithstanding anything herein to the contrary, repairs and
replacements to the Property including the Premises made necessary by Tenant's
use, occupancy or alteration of, or Tenant's installation in or upon the
Property or by any act or omission of Tenant or its Agents shall be made at the
sole expense of Tenant to the extent not covered by any applicable insurance
proceeds paid to Landlord. Tenant shall not bear the expense of any repairs or
replacements to the Property arising out of or caused by any other tenant's use,
occupancy or alteration of, or any other tenant's installation in or upon, the
Property or by any act or omission of any other tenant or any other tenant's
Agents.
(E) UTILITY CHARGES. Tenant shall pay for water, sewer, gas, electricity,
heat, power, telephone and other communication services and any other utilities
supplied to or consumed in or on the Premises. Landlord shall not be responsible
or liable for any interruption in utility service, nor shall such interruption
affect the continuation or validity of this lease.
(F) NET LEASE. Except for the obligations of Landlord expressly set forth
herein, this lease is a "triple net lease" and Landlord shall receive the
Minimum Annual Rent as net income from the Premises, not diminished by any
expenses other than payments under any mortgages, and Landlord is not and shall
not be required to render any services of any kind to Tenant. The term "RENT" as
used in this lease means the Minimum Annual Rent, Annual Operating Expenses and
any other additional rent or sums payable by Tenant to Landlord pursuant to this
lease, all of which shall be deemed rent for purposes of Landlord's rights and
remedies with respect thereto. Tenant shall pay all Rent to Landlord within 30
days after Tenant is billed, unless otherwise provided this lease, and interest
shall accrue on all sums due but unpaid.
8. SIGNS. Except for signs which are located wholly within the interior of the
Premises and not visible from the exterior of the Premises, no signs shall be
placed on the Property without the prior written consent of Landlord. All signs
installed by Tenant shall
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be maintained by Tenant in good condition and Tenant shall remove all such signs
at the termination of this lease and shall repair any damage caused by such
installation, existence or removal.
9. ALTERATIONS AND FIXTURES.
(a) Subject to Section 10, Tenant shall have the right to install its trade
fixtures in the Premises, provided that no such installation or removal thereof
shall affect any structural portion of the Property nor any utility lines,
communications lines, equipment or facilities in the Building serving any tenant
other than Tenant. At the expiration or termination of this lease and at the
option of Landlord or Tenant, Tenant shall remove such installation(s) and, in
the event of such removal. Tenant shall repair any damage caused by such
installation or removal; if Tenant, with Landlord's written consent, elects not
to remove such installation(s) at the expiration or termination of this lease,
all such installations shall remain on the Property and become the property of
Landlord without payment by Landlord.
(b) Except for non-structural changes which do not exceed $5000 in the
aggregate. Tenant shall not make or permit to be made any alterations to the
Premises without Landlord's prior written consent. Tenant shall pay the costs of
any required architectural/engineering reviews. In making any alterations, (i)
Tenant shall deliver to Landlord the plans, specifications and necessary
permits, together with certificates evidencing that Tenant's contractors and
subcontractors have adequate insurance coverage naming Landlord and Landlord's
agent as additional insureds, at least 10 days prior to commencement thereof,
(ii) such alterations shall not impair the structural strength of the Building
or any other improvements or reduce the value of the Property or affect any
utility lines, communications lines, equipment or facilities in the Building
serving any tenant other than Tenant, (iii) Tenant shall comply with Section 10
and (iv) the occupants of the Building and of any adjoining property shall not
be disturbed thereby. All alterations to the Premises by Tenant shall be the
property of Tenant until the expiration or termination of this lease; at that
time all such alterations shall remain on the Property and become the property
of Landlord without payment by Landlord unless Landlord gives written notice to
Tenant to remove the same, in which event Tenant will remove such alterations
and repair any resulting damage. At Tenant's request prior to Tenant making any
alterations, Landlord shall notify Tenant in writing, whether Tenant is required
to remove such alterations at the expiration or termination of this lease.
10. MECHANICS' LIENS. Tenant shall pay promptly any contractors and materialmen
who supply labor, work or materials to Tenant at the Property and shall take all
steps permitted by law in order to avoid the imposition of any mechanic's lien
upon all or any portion of the Property. Should any such lien or notice of lien
be filed for work performed for Tenant other than by Landlord, Tenant shall bond
against or discharge the same within 5 days after Tenant has notice that the
lien or claim is filed regardless of the validity of such lien or claim. Nothing
in this lease is intended to authorize Tenant to do or cause any work to be done
or materials to be supplied for the account of Landlord, all of the same to be
solely for Tenant's account and at Tenant's risk and expense. Throughout this
lease the term "MECHANIC'S LIEN" is used to include any lien, encumbrance or
charge levied or imposed upon all or any portion of, interest in or income from
the Property on account of any mechanic's, laborer's, materialman's or
construction lien or arising out of any debt or liability to or any claim of any
contractor, mechanic, supplier, materialman or laborer and shall include any
mechanic's notice of intention to file a lien given to Landlord or Tenant, any
stop order given to Landlord or Tenant, any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable action brought by any person
claiming to be entitled to any mechanic's lien.
11. LANDLORD'S RIGHT OF ENTRY. Tenant shall permit Landlord and its Agents to
enter the Premises at all reasonable times following reasonable notice (except
in the event of an emergency), for the purpose of inspection, maintenance or
making repairs, alterations or additions as well as to exhibit the Premises for
the purpose of sale or mortgage and, during the last 12 months of the Term, to
exhibit the Premises to any prospective tenant. Landlord will make reasonable
efforts not to inconvenience Tenant in exercising the foregoing rights, but
shall not be liable for any loss of occupation or quiet enjoyment thereby
occasioned.
12. DAMAGE BY FIRE OR OTHER CASUALTY.
(a) If the Premises or Building shall be damaged or destroyed by fire or
other casualty, Tenant promptly shall notify Landlord and Landlord, subject to
the conditions set forth in this Section 12, shall repair such damage and
restore the Premises to substantially the same condition in which they were
immediately prior to such damage or destruction, but not including the repair,
restoration or replacement of the fixtures or alterations installed by Tenant.
Landlord shall notify Tenant in writing, within 30 days after the date of the
casualty, if Landlord anticipates that the restoration will take more than 180
days from the date of the casualty to complete; in such event, either Landlord
or Tenant may terminate this lease effective as of the date of casualty by
giving written notice to the other within 10 days after Landlord's notice.
Further, if a casualty occurs during the last 12 months of the Term or any
extension thereof, Landlord may cancel this lease unless Tenant has the right to
extend the Term for at least 3 more years and does so within 30 days after the
date of the casualty.
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(b) Landlord shall maintain a 12 month rental coverage endorsement or other
comparable form of coverage as part of its fire, extended coverage and special
form insurance. Tenant will receive an abatement of its Minimum Annual Rent and
Annual operating Expenses to the extent the Premises are rendered untenantable
as determined by the carrier providing the rental coverage endorsement.
13. CONDEMNATION.
(A) TERMINATION. If (i) all of the Premises are taken by a condemnation or
otherwise for any public or quasi-public use, (ii) any part of the Premises is
so taken and the remainder thereof is insufficient for the reasonable operation
of Tenant's business or (iii) any of the Property is so taken, and, in
Landlord's opinion, it would be impractical or the condemnation proceeds are
insufficient to restore the remainder of the Property, then this lease shall
terminate and all unaccrued obligations hereunder shall cease as of the day
before possession is taken by the condemnor.
(B) PARTIAL TAKING. If there is a condemnation and this lease has not been
terminated pursuant to this Section, (i) Landlord shall restore the Building and
the improvements which are a part of the Premises to a condition and size as
nearly comparable as reasonably possible to the condition and size thereof
immediately prior to the date upon which the condemnor took possession and (ii)
the obligations of Landlord and Tenant shall be unaffected by such condemnation
except that there shall be an equitable abatement of the Minimum Annual Rent
according to the rental value of the Premises before and after the date upon
which the condemnor took possession and/or the date Landlord completes such
restoration.
(C) AWARD. In the event of a condemnation affecting Tenant, Tenant shall
have the right to make a claim against the condemnor for moving expenses and
business dislocation damages to the extent that such claim does not reduce the
sums otherwise payable by the condemnor to Landlord. Except as aforesaid and
except as set forth in (d) below, Tenant hereby assigns all claims against the
condemnor to Landlord.
(D) TEMPORARY TAKING. No temporary taking of the Premises shall terminate
this lease or give Tenant any right to any rental abatement. Such a temporary
taking will be treated as if Tenant had sublet the Premises to the condemnor and
had assigned the proceeds of the subletting to Landlord to be applied on account
of Tenant's obligations hereunder. Any award for such a termparary taking during
the Term shall be applied first, to Landlord's costs of collection and, second,
on account of sums owing by Tenant hereunder, and if such amounts applied on
account of sums owing by Tenant hereunder should exceed the entire amount owing
by Tenant for the remainder of the Term, the excess will be paid to Tenant.
14. NON-ABATEMENT OF RENT. Except as otherwise expressly provided as to damage
by fire or other casualty in Section 12(b) and as to condemnation in Section
13(b), there shall be no abatement or reduction of the Rent for any cause
whatsoever, and this lease shall not terminate, and Tenant shall not be entitled
to surrender the Premises.
15. INDEMNIFICATION OF LANDLORD. Subject to Sections 7(c)(iii) and 16, Tenant
will protect, indemnify and hold harmless Landlord and its Agents from and
against any and all claims, actions, damages, liability and expense (including
fees of attorneys, investigators and experts) in connection with loss of life,
personal injury or damage to property in or about the Premises or arising out of
the occupancy or use of the Premises by Tenant or its Agents or occasioned
wholly or in part by any act or omission of Tenant or its Agents, whether prior
to, during or after the Term, except to the extent such loss, injury or damage
was caused by the negligence of Landlord or its Agents. In case any action or
proceeding is brought against Landlord and/or its Agents by reason of the
foregoing. Tenant, at its expense, shall resist and defend such action or
proceeding, or cause the same to be resisted and defended by counsel (reasonably
acceptable to Landlord and its Agents) designated by the insurer whose policy
covers such occurrence or by counsel designated by Tenant and approved by
Landlord and its Agents. Tenant's obligations pursuant to this Section 15 shall
survive the expiration or termination of this lease.
16. WAIVER OF CLAIMS. Landlord and Tenant each hereby waives all claims for
recovery against the other for any loss or damage which may be inflicted upon
the property of such party even if such loss or damage shall be brought about by
the fault or negligence of the other party or its Agents; provided, however,
that such waiver by Landlord shall not be effective with respect to any
liability of Tenant described in Sections 4(c) and 7(d)(iv).
17. QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing all of its
covenants, agreements and conditions of this lease, shall have quiet and
peaceful possession of the Premises as against anyone claiming by or through
Landlord, subject, however, to the exceptions, reservations and conditions of
this lease.
6
18. ASSIGNMENT AND SUBLETTING.
(A) LIMITATION. Tenant shall not transfer this lease, voluntarily or by
operation of law, without the prior written consent of Landlord which shall not
be withheld unreasonably. However, Landlord's consent shall not be required in
the event of any transfer by Tenant to an affiliate of Tenant which is at least
as creditworthy as Tenant as of the date of this lease and provided Tenant
delivers to Landlord the instrument described in Section (c)(iii) below,
together with a certification of such creditworthiness by Tenant and such
affiliate. Any transfer not in conformity with this Section 18 shall be void at
the option of Landlord, and Landlord may exercise any or all of its rights under
Section 23. A consent to one transfer shall not be deemed to be a consent to any
subsequent transfer. "Transfer" shall include any sublease, assignment, license
or concession agreement, change in ownership or control of Tenant, mortgage or
hypothecation of this lease or Tenant's interest therein or in all or a portion
of the Premises.
(B) OFFER TO LANDLORD. Tenant acknowledges that the terms of this lease,
including the Minimum Annual Rent, have been based on the understanding that
Tenant physically shall occupy the Premises for the entire Term. Therefore, upon
Tenant's request to transfer all or a portion of the Premises, at the option of
Landlord, Tenant and Landlord shall execute an amendment to this lease removing
such space from the Premises, Tenant shall be relieved of any liability with
respect to such space and Landlord shall have the right to lease such space to
any party, including Tenant's proposed transferee.
(C) CONDITIONS. Notwithstanding the above, the following shall apply to any
transfer, with or without Landlord's consent:
(i) As of the date of any transfer, Tenant shall not be in default
under this lease nor shall any act or omission have occurred which would
constitute a default with the giving of notice and/or the passage of time.
(ii) No transfer shall relieve Tenant of its obligation to pay the
Rent and to perform all its other obligations hereunder. The acceptance of Rent
by Landlord from any person shall not be deemed to be a waiver by Landlord of
any provision of this lease or to be a consent to any transfer.
(iii) Each transfer shall be by a written instrument in form and
substance satisfactory to Landlord which shall (A) include an assumption of
liability by any transferee of all Tenant's obligations and the transferee's
ratification of and agreement to be bound by all the provisions of this lease,
(B) afford Landlord the right of direct action against the transferee pursuant
to the same remedies as are available to Landlord against Tenant and (C) be
executed by Tenant and the transferee.
(iv) Tenant shall pay, within 10 days of receipt of an invoice which
shall be no less than $250, Landlord's reasonable attorneys' fees and costs in
connection with the review, processing and documentation of any transfer for
which Landlord's consent is requested.
19. SUBORDINATION; MORTGAGEE'S RIGHTS.
(A) This lease shall be subordinate to any first mortgage or other primary
encumbrance now or hereafter affecting the Premises. Although the subordination,
is self-operative, within 10 days after written request, Tenant shall execute
and deliver any further instruments confirming such subordination of this lease
and any further instruments of attornment that may be desired by any such
mortgagee or Landlord. However, any mortgagee may at any time subordinate its
mortgage to this lease, without Tenant's consent, by giving written notice to
Tenant, and thereupon this lease shall be deemed prior to such mortgage without
regard to their respective dates of execution and delivery, provided, however,
that such subordination shall not affect any mortgagee's right to condemnation
awards, casualty insurance proceeds, intervening liens or any right which shall
arise between the recording of such mortgage and the execution of this lease.
(B) It is understood and agreed that any mortgagee shall not be liable to
Tenant for any funds paid by Tenant to Landlord unless such funds actually have
been transferred to such mortgagee by Landlord.
(C) Notwithstanding the provisions of Sections 12 and 13 above, Landlord's
obligation to restore the Premises after a casualty or condemnation shall be
subject to the consent and prior rights of Landlord's first mortgagee.
20. RECORDING; TENANT'S CERTIFICATE. Tenant shall not record this lease or a
memorandum thereof without Landlord's prior written consent. Within 10 days
after Landlord's written request from time to time:
(A) Tenant shall execute, acknowledge and deliver to Landlord a written
statement certifying the Commencement Date and Expiration Date of this lease,
that this lease is in full force and effect and has not been modified and
otherwise as set forth in the
7
form of estoppel certificate attached as Exhibit "D" or with such modifications
as may be necessary to reflect accurately the stated fact and/or such other
certifications as may be requested by a mortgagee or purchaser. Tenant
understands that its failure to execute such documents may cause Landlord
serious financial damage by causing the failure of a financing or sale
transaction.
(B) Tenant shall furnish to Landlord, Landlord's mortgagee, prospective
mortgagee or purchaser reasonably requested financial information.
21. SURRENDER; ABANDONED PROPERTY.
(A) Subject to the terms of Sections 9(b), 12(a) and 13(b), at the
expiration or termination of this lease. Tenant promptly shall yield up in the
same condition, order and repair in which they are required to be kept
throughout the Term, the Premises and all improvements thereto, and all fixtures
and equipment servicing the Building, ordinary wear and tear excepted.
(B) Upon or prior to the expiration or termination of this lease, Tenant
shall remove any personal property from the Property. Any personal property
remaining thereafter shall be deemed conclusively to have been abandoned, and
Landlord, at Tenant's expense, may remove, store, sell or otherwise dispose of
such property in such manner as Landlord may see fit and/or Landlord may retain
such property as its property. If any part thereof shall be sold, then Landlord
may receive and retain the proceeds of such sale and apply the same, at its
option, against the expenses of the sale, the cost of moving and storage and any
Rent due under this lease.
(C) If Tenant, or any person claiming through Tenant, shall continue to
occupy the Premises after the expiration or termination of this lease or any
renewal thereof, such occupancy shall be deemed to be under a month-to-month
tenancy under the same terms and conditions set forth in this lease, except that
the monthly installment of the Minimum Annual Rent during such continued
occupancy shall be double the amount applicable to the last month of the Term.
Anything to the contrary notwithstanding, any holding over by Tenant without
Landlord's prior written consent shall constitute a default hereunder and shall
be subject to all the remedies available to Landlord.
22. CURING TENANT'S DEFAULTS. If Tenant, shall be in default in the performance
of any of its obligations hereunder, Landlord, without any obligation to do so,
in addition to any other rights it may have in law or equity, may elect to cure
such default on behalf of Tenant after written notice (except in the case of
emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any sums
paid or costs incurred by Landlord in curing such default, including interest
thereon from the respective dates of Landlord's incurring such costs, which sums
and costs together with interest shall be deemed additional rent.
23. DEFAULTS - REMEDIES.
(A) DEFAULTS. It shall be an event of default:
(i) If Tenant does not pay in full when due any and all Rent;
(ii) If Tenant fails to observe and perform or otherwise breaches any
other provision of this lease;
(iii) If Tenant abandons the Premises, which shall be conclusively
presumed if the Premises remain unoccupied for more than 10 consecutive days, or
removes or attempts to remove Tenant's goods or property other than in the
ordinary course of business; or
(iv) If Tenant becomes insolvent or bankrupt in any sense or makes a
general assignment for the benefit of creditors or offers a settlement to
creditors, or if a petition in bankruptcy or for reorganization or for an
arrangement with creditors under any federal or state law is filed by or against
Tenant, or a xxxx in equity or other proceeding for the appointment of a
receiver for any of Tenant's assets is commenced, or if any of the real or
personal property of Tenant shall be levied upon; provided, however, that any
proceeding brought by anyone other than Landlord or Tenant under any bankruptcy,
insolvency, receivership or similar law shall not constitute a default until
such proceeding has continued unstayed for more than 60 consecutive days.
(B) REMEDIES. Then, and in any such event, Landlord shall have the
following rights:
(i) To charge a late payment fee equal to the greater of $100 or 5% of
any amount owed to Landlord pursuant to this lease which is not paid within 5
days after the due date.
(ii) To enter and repossess the Premises, by breaking open locked
doors if necessary, and remove all persons and all or any property therefrom, by
action at law or otherwise, without being liable for prosecution or damages
therefor, and Landlord may,
8
at landlord's option, make alterations and repairs in order to relet the
Premises and relet all or any part(s) of the Premises for tenant's account.
Tenant agrees to pay to Landlord on demand any deficiency that may arise by
reason of such reletting. In the event of reletting without termination of this
lease, Landlord may at any time thereafter elect to terminate this lease for
such previous breach.
(iii) To accelerate the whole or any part of the Rent for the balance
of the Term, and declare the same to be immediately due and payable.
(iv) To terminate this lease and the Term without any right on the
part of Tenant to save the forfeiture by payment of any sum due or by other
performance of any condition, term or covenant broken.
(C) GRACE PERIOD. Notwithstanding anything hereinabove stated, neither
party will exercise any available right because of any default of the other,
except those remedies contained in subsection (b)(i) of this Section, unless
such party shall have first given 10 days written notice thereof to the
defaulting party, and the defaulting party shall have failed to cure the default
within such period; provided, however, that:
(i) No such notice shall be required if Tenant fails to comply with
the provisions of Sections 10 or 20(a), in the case of emergency as set forth in
Section 22 or in the event of any default enumerated in subsections (a)(iii) and
(iv) of this Section.
(ii) Landlord shall not be required to give such 10 days notice more
than 2 times during any 12 month period.
(iii) If the default consists of something other than the failure to
pay money which cannot reasonably be cured within 10 days, neither party will
exercise any right if the defaulting party begins to cure the default within the
10 days and continues actively and diligently in good faith to completely cure
said default.
(iv) Tenant agrees that any notice given by Landlord pursuant to this
Section which is served in compliance with Section 27 shall be adequate notice
for the purpose of Landlord's exercise of any available remedies.
(D) NON-WAIVER; NON-EXCLUSIVE. No waiver by Landlord of any breach by
Tenant shall be a waiver of any subsequent breach, nor shall any forbearance by
Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of
any rights and remedies with respect to such or any subsequent breach. Efforts
by Landlord to mitigate the damages caused by Tenant's default shall not
constitute a waiver of Landlord's right to recover damages hereunder. No right
or remedy herein conferred upon or reserved to Landlord is intended to be
exclusive of any other right or remedy provided herein or by law, but each shall
be cumulative and in addition to every other right or remedy given herein or now
or hereafter existing at law or in equity. No payment by Tenant or receipt or
acceptance by Landlord of a lesser amount than the total amount due Landlord
under this lease shall be deemed to be other than on account, nor shall any
endorsement or statement on any check or payment 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 Rent due, or Landlord's right to
pursue any other available remedy.
(E) COSTS AND ATTORNEYS' FEES. If either party commences an action against
the other party arising out of or in connection with this lease, the prevailing
party shall be entitled to have and recover from the losing party attorneys'
fees, costs of suit, investigation expenses and discovery costs, including costs
of appeal.
24. REPRESENTATIONS OF TENANT. Tenant represents to Landlord and agrees that:
(A) The word "TENANT" as used herein includes the Tenant named above as
well as its successors and assigns, each of which shall be under the same
obligations and liabilities and each of which shall have the same rights,
privileges and powers as it would have possessed had it originally signed this
lease as Tenant. Each and every of the persons named above as Tenant shall be
bound jointly and severally by the terms, covenants and agreements contained
herein. However, no such rights, privileges or powers shall inure to the benefit
of any assignee of Tenant immediate or remote, unless Tenant has complied with
the terms of Section 18 and the assignment to such assignee is permitted or has
been approved in writing by Landlord. Any notice required or permitted by the
terms of this lease may be given by or to any one of the persons named above as
Tenant, and shall have the same force and effect as if given by or to all
thereof.
(B) If Tenant is a corporation, partnership or any other form of business
association or entity, Tenant is duly formed and in good standing, and has full
corporate or partnership power and authority, as the case may be, to enter into
this lease and has taken all corporate or partnership action, as the case may
be, necessary to carry out the transaction contemplated herein, so that when
executed, this lease constitutes a valid and binding obligation enforceable in
accordance with its terms. Tenant shall provide
9
Landlord with corporate resolutions or other proof in a form acceptable to
Landlord, authorizing the execution of this lease at the time of such execution.
25. LIABILITY OF LANDLORD. The word "LANDLORD" as used herein includes the
Landlord named above as well as its successors and assigns, each of which shall
have the same rights, remedies, powers, authorities and privileges as it would
have had it originally signed this lease as Landlord. Any such person or entity,
whether or not named herein, shall have no liability hereunder after it ceases
to hold title to the Premises except for obligations already accrued (and, as to
any unapplied portion of Tenant's Security Deposit, Landlord shall be relieved
of all liability therefor upon transfer of such portion to its successor in
interest) and Tenant shall look solely to Landlord's successor in interest for
the performance of the covenants and obligations of the Landlord hereunder which
thereafter shall accrue. Neither Landlord nor any principal of Landlord nor any
owner of the Property, whether disclosed or undisclosed, shall have any personal
liability with respect to any of the provisions of this lease or the Premises,
and if Landlord is in breach or default with respect to Landlord's obligations
under this lease or otherwise, Tenant shall look solely to the equity of
Landlord in the Property for the satisfaction of Tenant's claims.
Notwithstanding the foregoing, no mortgagee or ground lessor succeeding to the
interest of Landlord hereunder (either in terms of ownership or possessory
rights) shall be (a) liable for any previous act or omission of a prior
landlord, (b) subject to any rental offsets or defenses against a prior landlord
or (c) bound by any amendment of this lease made without its written consent, or
by payment by Tenant of Minimum Annual Rent in advance in excess of one monthly
installment.
26. INTERPRETATION; DEFINITIONS.
(A) CAPTIONS. The captions in this lease are for convenience only and are
not a part of this lease and do not in any way define, limit, describe or
amplify the terms and provisions of this lease or the scope or intent thereof.
(B) ENTIRE AGREEMENT. This lease represents the entire agreement between
the parties hereto and there are no collateral or oral agreements or
understandings between Landlord and Tenant with respect to the Premises or the
Property. No rights, easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by implication or otherwise except as
expressly set forth in the provisions of this lease. This lease shall not be
modified in any manner except by an instrument in writing executed by the
parties. The masculine (or neuter) pronoun and the singular number shall include
the masculine, feminine and neuter genders and the singular and plural number.
The word "INCLUDING" followed by any specific item(s) is deemed to refer to
examples rather than to be words of limitation. Both parties having participated
fully and equally in the negotiation and preparation of this lease, this lease
shall not be more strictly construed, nor any ambiguities in this lease
resolved, against either Landlord or Tenant.
(C) COVENANTS. Each covenant, agreement, obligation, term, condition or
other provision herein contained shall be deemed and construed as a separate and
independent covenant of the party bound by, undertaking or making the same, not
dependent on any other provision of this lease unless otherwise expressly
provided. All of the terms and conditions set forth in this lease shall apply
throughout the Term unless otherwise expressly set forth herein.
(D) INTEREST. Wherever interest is required to be paid hereunder, such
interest shall be at the highest rate permitted under law but not in excess of
15% per annum.
(E) SEVERABILITY; GOVERNING LAW. If any provisions of this lease shall be
declared unenforceable in any respect, such unenforceability shall not affect
any other provision of this lease, and each such provision shall be deemed to be
modified, if possible, in such a manner as to render it enforceable and to
preserve to the extent possible the intent of the parties as set forth herein.
This lease shall be construed and enforced in accordance with the laws of the
state in which the Property is located.
(F) "MORTGAGE" AND "MORTGAGEE." The word "MORTGAGE" as used herein includes
any lien or encumbrance on the Premises or the Property or on any part of or
interest in or appurtenance to any of the foregoing, including without
limitation any ground rent or ground lease if Landlord's interest is or becomes
a leasehold estate. The word "MORTGAGEE" as used herein includes the holder of
any mortgage, including any ground lessor if Landlord's interest is or becomes a
leasehold estate. Wherever any right is given to a mortgagee, that right may be
exercised on behalf of such mortgagee by any representative or servicing agent
of such mortgagee.
(G) "PERSON." The word "person" is used herein to include a natural person,
a partnership, a corporation, an association and any other form of business
association or entity.
(H) PROPORTIONATE SHARE. At any time or times, upon request of Landlord or
of any tenant of the Building, the method for allocating Tenant's Proportionate
Share of any Impositions, cost, charge, rent, expense or payment then or
thereafter payable shall be redetermined by an independent qualified expert. The
cost of such redetermination shall be borne by the tenants of the Building in
10
the same proportion as that determination such expert for reallocation of said
relevant sum; except that if such redetermination is requested by a tenant, the
cost thereof shall be borne entirely by such tenant if the proportionate share
of said relevant sum allocable to such tenant as the result of such
redetermination shall not vary by at least 5% from the amount which would have
been allocable to such tenant in accordance with the percentage based on square
foot area.
27. NOTICES. Any notice or other communication under this lease shall be in
writing and addressed to Landlord or Tenant at their respective addresses
specified at the beginning of this lease, except that after the Commencement
Date Tenant's address shall be at the Premises, (or to such other address as
either may designate by notice to the other) with a copy to any mortgagee or
other party designated by Landlord. Each notice or other communication shall be
deemed given if sent by prepaid overnight delivery service or by certified mail,
return receipt requested, postage prepaid or in any other manner, with delivery
in any case evidenced by a receipt, and shall be deemed received on the day of
actual receipt by the intended recipient or on the business day delivery is
refused. The giving of notice by Landlord's attorneys, representatives and
agents under this Section shall be deemed to be the acts of Landlord; however,
the foregoing provisions governing the date on which a notice is deemed to have
been received shall mean and refer to the date on which a party to this lease,
and not its counsel or other recipient to which a copy of the notice may be
sent, is deemed to have received the notice.
28. SECURITY DEPOSIT. At the time of signing this lease, Tenant shall, deposit
with Landlord the Security Deposit to be retained by Landlord as cash security
for the faithful performance and observance by Tenant of the provisions of this
lease. Tenant shall not be entitled to any interest whatever on the Security
Deposit. Landlord shall have the right to commingle the Security Deposit with
its other funds. Landlord may use the whole or any part of the Security Deposit
for the payment of any amount as to which Tenant is in default hereunder or to
compensate Landlord for any loss or damage it may suffer by reason of Tenant's
default under this lease. If Landlord uses all or any portion of the Security
Deposit as herein provided, within 10 days after written demand therefor, Tenant
shall pay Landlord cash in amount equal to that portion of the Security Deposit
used by Landlord. If Tenant shall comply fully and faithfully with all of the
provisions of this lease, the Security Deposit shall be returned to Tenant after
the Expiration Date and surrender of the Premises to Landlord.
IN WITNESS WHEREOF, and in consideration of the mutual entry into this
lease and for other good and valuable consideration, and intending to be legally
bound, Landlord and Tenant have executed this lease.
Date signed: 12/23/02 Landlord:
Witness: LIBERTY PROPERTY LIMITED PARTNERSHIP
/s/ Xxxx X. Xxxx By: Liberty Property Trust,
-------------------------------- Sole General Partner
Name (printed): Xxxx X. Xxxx
/s/ Xxxxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx
-------------------------------- -----------------------------------------
Name (printed): Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx
Senior Vice President
Date signed: 12-19-2002 Tenant:
Attest/Witness: NATIONSHEALTH SUPPLY, L.L.C.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- -----------------------------------------
Name (printed): Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxx
Title: CEO & Pres
/s/ XXX XXXXXXXXX
--------------------------------
Name (printed): XXX XXXXXXXXX
(Corporate Seal)
11
Section Section Page
------- ------- ----
29. Radon Gas...................................................................... 1
30. Completion by Tenant........................................................... 1
31. Early Occupancy................................................................ 2
32. Option to Extend Term.......................................................... 3
33. Waiver of Jury Trial........................................................... 4
34. Brokers: Recognition and Indemnity............................................. 5
35. Consents....................................................................... 5
36. Parking........................................................................ 5
37. Additional Contiguous Space.................................................... 5
38. Subordination of Landlord's Lien............................................... 6
39. Additional Provisions Relating to Premises..................................... 6
40. Additional Provisions Relating to Use; Compliance.............................. 7
41. Additional Provisions Relating to Minimum Annual Rent.......................... 7
42. Additional Provisions Relating to Operation of Property; Payment of Expenses... 7
43. Additional Provisions Relating to Signs........................................ 12
44. Additional Provisions Relating to Mechanics' Liens............................. 13
45. Additional Provisions Relating to Indemnification.............................. 13
46. Additional Provisions Relating to Assignment and Subletting.................... 14
47. Additional Provisions Relating to Subordination; Mortgagee's Rights............ 14
48. Additional Provisions Relating to Recording; Tenant's Certificate.............. 14
49. Additional Provisions Relating to Surrender; Abandoned Property................ 15
50. Additional Provisions Relating to Default - Remedies........................... 15
51. Additional Provisions Relating to Security Deposit............................. 16
52. Additional Provisions Relating to Building Rules (Exhibit "C")................. 17
53. Emergency Generator............................................................ 17
RIDER
(In the event of any conflict between the provisions of this Rider and the Lease
Agreement to which it is attached, the provisions of this Rider will govern,
control and prevail. All capitalized terms used but not defined in this Rider
shall have the meanings given to them in the Lease Agreement.)
29. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.
30. Completion by Tenant.
(a) At Tenant's option, the Premises shall be completed by Tenant and its
contractor(s), at Tenant's sole expense, in accordance with the plans attached
hereto as Exhibit "E" (the "Plans") and the specifications attached hereto as
Exhibit "F" (the "Specifications"). In addition to the improvements shown on the
Plans and Specifications, Tenant may, at its sole cost and expense, make the
following improvements to the exterior of or outside the Premises (the
"Additional Improvements"): (i) remove two (2) 36" wide door units to the
Premises and replace same with two (2) 72" wide door units to the Premises
(provided, however, upon the expiration or earlier termination of this lease,
Tenant shall restore the 36" wide door units and repair any damage caused by
such installation and removal); (ii) widen existing ramps to conform to new door
widths; (iii) remove several short bushes impeding access to the new doors; and
(iv) move one (1) handicapped parking space approximately 20 feet north.
Landlord hereby consents to the alterations Tenant intends to make to the
Premises in accordance with the Plans and Specifications and the Additional
Improvements, provided that Tenant complies with Sections 9 and 10 of this lease
and the following conditions:
(i) At least ten (10) days prior to commencement of construction,
Tenant shall deliver to Landlord a certificate of insurance for each of Tenant's
contractors evidencing adequate insurance coverage naming Landlord and
Landlord's agent as additional insureds.
(ii) In addition to the right of Landlord and its Agents to inspect
the Premises set forth in Section 11 of this lease, Landlord and its Agents
shall have the right to conduct a walk-through inspection of the Premises as
completed by Tenant.
(iii) The warranties from Tenant's contractor(s) shall be for the
benefit of Landlord as well as Tenant and Tenant shall deliver such warranties
to Landlord upon receipt.
(iv) All construction shall be done in a good and workmanlike manner
and shall comply at the time of completion with all Laws and Requirements.
Tenant shall deliver to Landlord copies of all certificates of occupancy,
permits and licenses required to be issued by any authority in connection with
Tenant's construction.
R-1
(b) Landlord agrees that Tenant shall be entitled to a tenant improvement
allowance (the "Allowance") in the amount of $173,619 which may be used by
Tenant in connection with the initial buildout of the Premises by Tenant as set
forth in subsection (a) above and any further alterations made by Tenant during
the Term of the lease pursuant to Section 9 of the lease, including without
limitation, improvements to the Premises, computer/telephone infrastructure,
work station installation and the installation of any wiring, cabling, signage
and/or security systems (the "Tenant Improvements"). Provided Tenant is not then
in default under the lease, within 60 days after (i) Landlord's receipt of
invoice therefor and evidence of Tenant's payment thereof, and (ii) inspection
of the premises by Landlord to confirm the completion of the work covered by
such invoice. Landlord shall pay Tenant the amount of such invoice, the total of
all advances by Landlord hereunder not to exceed $173,619. With respect to
requests by Tenant for advances of the Allowance in excess of $86,809.50 in the
aggregate on account of payment for Tenant Improvements, Tenant shall also be
required, as a condition precedent to Landlord's obligation to make any such
advance, to deliver to Landlord a letter of credit as required in Section 51 (or
endorsement thereto) increasing Tenant's Security Deposit hereunder by the
amount of such advance.
(c) In the event the Allowance is not fully advanced by Landlord and
provided Tenant is not then in default hereunder, the unadvanced balance of the
Allowance as of November 1, 2004, but not more than $86,809.50 (the "Maximum
Rent Credit"), shall, at Tenant's option, upon prior written notice to Landlord
given on or before October 1, 2004, be credited against Minimum Annual Rent
first coming due under the Lease. It is expressly agreed and understood that the
Allowance will not be credited against Annual Operating Expenses.
(d) In the event the Allowance is not fully advanced by Landlord as of the
date which is six (6) months prior to the Expiration Date and provided Tenant is
not then in default hereunder, the remaining balance of the Maximum Rent Credit
not advanced pursuant to subsection (c) above, if any (but not in excess of the
unadvanced balance of the Allowance), shall be credited against Minimum Annual
Rent next coming due under the Lease. It is expressly agreed that the Allowance
will not be credited against Annual Operating Expenses.
(e) At Tenant's option, Landlord will apply the Allowance to improvements
performed by Tenant to space leased by Tenant from Landlord at 00000 X.X. 0xx
Xxxxxx, Xxxxxxx, Xxxxxxx; however, any credit against Minimum Annual Rent to
which Tenant may be entitled hereunder shall only be made against Minimum Annual
Rent due and payable under this lease.
31. Early Occupancy. Tenant and its authorized agents, employees and contractors
shall at all reasonable times on or after the date of execution of this lease
and prior to the Commencement Date have the right, at Tenant's own risk, expense
and responsibility, to occupy the Premises. If Tenant occupies the Premises
prior to the Commencement Date, Tenant shall abide by the terms and conditions
of this lease including payment of all utilities which are separately metered to
the Premises, Premises Direct Operating Expenses and any other sums payable by
Tenant to Landlord pursuant to this lease, as if the term of this lease had
already commenced, except that
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Tenant shall have no obligation to pay the Minimum Annual Rent or Annual
Operating Expenses or any portion thereof until the Commencement Date.
LANDLORD'S APPROVAL:
/s/ RG
-----------------------------
SENIOR VICE PRESIDENT
32. Option to Extend Term. Provided that Landlord has not given Tenant notice of
default more than two (2) times in the immediately preceding twelve (12) months,
that there then exists no event of default by Tenant under this lease nor any
event that with the giving of notice and/or the passage of time would constitute
a default, and that Tenant or a person or entity to whom Tenant has the right to
assign this lease or sublet the Premises without Landlord's prior written
consent pursuant to Section 18(a) of this lease are the sole occupants of the
Premises, Tenant shall have the right and option to extend the Term for two (2)
additional periods of thirty-six (36) months each, exercisable by giving
Landlord prior written notice, at least nine (9) months in advance of the
Expiration Date or the first extended Expiration Date, as the case may be, of
Tenant's election to extend the Term; it being agreed that time is of the
essence and that this option is personal to Tenant and to any person or entity
to whom Tenant has the right to assign this lease or sublet the Premises without
Landlord's prior written consent pursuant to Section 18(a) of this lease and is
non-transferable to any other assignee or sublessee (regardless of whether any
such assignment or sublease was made with or without Landlord's consent) or
other party. Such extension shall be under the same terms and conditions as
provided in this lease except as follows:
(a) the first additional period shall begin on the initial Expiration Date
and thereafter the Expiration Date shall be deemed to be the date which is
thirty-six (36) months after the initial Expiration Date;
(b) the second additional period shall begin on the first extended
Expiration Date and thereafter the Expiration Date shall be deemed to be the
date which is seventy-two (72) months after the initial Expiration Date;
(c) there shall be no further options to extend;
(d) The minimum annual rent for the first year of each additional term
shall be equal to the greater of (i) the minimum annual rent then being paid by
Tenant hereunder, or (ii) 95% of the fair market rental value of the Premises,
determined pursuant to subsection (e) hereof. The minimum annual rent for each
subsequent year of each additional term shall increase by $0.50 per rentable
square foot over the minimum annual rent payable in the immediately preceding
year. For purposes hereof, "fair market rental value of the Premises" shall be
the then prevailing fair market rental value for tenants leasing space of
comparable size in comparable buildings in the Sunrise, Florida area for the
same period of time (taking into account such leasing and economic terms as are
then obtained in the market).
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(e) For purposes of this Section 32, if Landlord and Tenant cannot agree as
to the fair market rental value within thirty (30) days after receipt of
Tenant's notice to Landlord under subsection 32(a), the fair market rental value
shall be determined by appraisal. Within ten (10) days after the expiration of
such thirty (30) day period, Landlord and Tenant shall give written notice to
the other setting forth the name and address of an appraiser designated by the
party giving notice. All appraisers selected shall be members of the American
Institution of Real Estate Appraisers and shall have had at least ten (10) years
continuous experience in the business of appraising office buildings in the
greater Sunrise, Florida area. If either party shall fail to give notice of such
designation within the time period provided, then the party who has designated
its appraiser (the "Designating Party") shall notify the other party (the
"Non-Designating Party") in writing that the Non-Designating Party has an
additional ten (10) days to give notice of its designation, otherwise the
appraiser, if any, designated by the Designating Party shall conclusively
determine the fair market rental value. If two appraisers have been designated,
such appraisers shall attempt to agree upon the fair market rental value. If the
two appraisers do not agree on the fair market rental value within twenty (20)
days of their designation, the two appraisers shall designate a third appraiser.
If the two appraisers shall fail to agree upon the identity of a third appraiser
within five (5) business days following the end of such twenty (20) day period,
then either Landlord or Tenant may apply to the American Arbitration
Association, or any successor thereto having jurisdiction, for the settlement of
the dispute as to the designation of the third appraiser and the American
Arbitration Association shall designate a third appraiser in accordance with the
Real Estate Valuation Arbitration Rules of the American Arbitration Association.
The three appraisers shall conduct such hearings as they may deem appropriate,
shall make their determination of fair market rental value in writing and shall
give notice to Landlord and Tenant of such determination within twenty (20) days
after the appointment of the third appraiser. If the three appraisers cannot
agree upon the fair market rental value, each appraiser shall submit in writing
to Landlord and Tenant the fair market rental value as determined by such
appraiser. The fair market rental value for the purposes of this paragraph shall
be equal to the arithmetic average of the two closest fair market rental values
submitted by the appraisers. Each party shall pay its own fees and expenses in
connection with any appraiser selected by such party under this paragraph, and
the parties shall share equally all other expenses and fees of the arbitration,
including the fees and expenses charged by the third appraiser. The fair market
rental value as determined in accordance with the provisions of this Section
shall be final and binding upon Landlord and Tenant.
33. Waiver of Jury Trial. Landlord and Tenant by this subparagraph waive trial
by jury in any action, proceeding, or counterclaim brought by either of the
parties to this lease against the other on any matters whatsoever arising out of
or in any way connected with this lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims
(including without limitation claims for personal injury or property damage),
and any emergency statutory or any other statutory remedy.
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34. Brokers: Recognition and Indemnity.
(a) Tenant and Landlord represent and warrant to each other that U.S.
Realty Advisors, Inc. is the only broker or finder that either has had any
dealings, negotiations or consultations with relating to the Premises or this
transaction and that no other broker or finder called the Premises to Tenant's
attention for lease or took any part in any dealings, negotiations or
consultations relating to the Premises or this lease. Such named broker is
entitled to a commission from Landlord pursuant to a separate agreement between
Landlord and such broker.
(b) Tenant agrees to be responsible for, indemnify, defend and hold
harmless Landlord from and against all costs, fees (including, without
limitation, attorney's fees), expenses, liabilities and claims incurred or
suffered by Landlord arising from any breach by Tenant of Tenant's foregoing
representation and warranty. Landlord agrees to be responsible for, indemnify,
defend and hold harmless Tenant from and against all costs, fees (including,
without limitation, attorney's fees), expenses, liabilities and claims incurred
or suffered by Tenant arising from any breach by Landlord of Landlord's
foregoing representation and warranty.
35. Consents. Whenever the consent of a party hereto is required hereunder, such
consent shall not be unreasonably withheld, conditioned or delayed.
36. Parking. The parking lots appurtenant to the Property contain 4.5 parking
spaces per 1000 rentable square feet in the Building. So long as Tenant's leases
in the Building and the Adjacent Building remain in full force and effect,
Tenant and its Agents shall have the right to the exclusive use, without charge,
of those parking spaces shown as "Tenant's Exclusive Parking" on Exhibit "A"
attached hereto. At Tenant's option, Landlord shall designate some or all of
such exclusive parking spaces as reserved spaces by appropriate signs or
painting, but shall have no duty to enforce such exclusive or reserved parking.
To the extent additional spaces in the parking lots are available, Tenant and
its Agents shall have the right to use same, without charge on a non-exclusive
basis, provided that such use does not deprive other tenants in the Building
from using their respective Proportionate Shares of the spaces in the parking
areas in violation of their respective leases.
37. Additional Contiguous Space. If and when any other space in the Building or
in the adjacent building at 00000 X.X. 0xx Xxxxxx (the "Adjacent Building")
(individually, the "Additional Space") first becomes available for rental during
the term of this lease and provided that Landlord has not given Tenant notice of
default more than two (2) times during the immediately preceding twelve (12)
months, that there then exists no event of default by Tenant under this lease
nor any event that with the giving of notice and/or the passage of time would
constitute a default, and that Tenant is the sole occupant of the Premises,
Tenant shall have the right of first offer to lease all of each Additional
Space, subject to the following:
(a) Landlord shall notify Tenant when each Additional Space first becomes
available for rental by any party other than the tenant then in occupancy of
such Additional Space and Tenant shall have five (5) business days following
receipt of such notice within which to notify Landlord in writing that Tenant is
interested in negotiating terms for leasing such Additional
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Space and to have its offer considered by Landlord prior to the leasing by
Landlord of such Additional Space to a third party. If Tenant notifies Landlord
within such time period that Tenant is so interested, then Landlord and Tenant
shall have ten (10) business days following Landlord's receipt of such notice
from Tenant within which to negotiate mutually satisfactory terms for the
leasing of such Additional Space by Tenant and to execute an amendment to this
lease incorporating such terms or a new lease for such Additional Space.
(b) If Tenant does not notify Landlord within such five (5) business days
of its interest in leasing such Additional Space or if Tenant does not execute
such amendment or lease within such ten (10) business days, if applicable, then
this right of first offer to lease such Additional Space will lapse and be of no
further force or effect and Landlord shall have the right to lease all or part
of such Additional Space to any other party at any time on any terms and
conditions acceptable to Landlord.
(c) This right of first offer to lease each Additional Space is a one-time
right if and when each Additional Space first becomes available, is personal to
Tenant and is non-transferable to any assignee or sublessee (regardless of
whether any such assignment or sublease was made with or without Landlord's
consent) or other party, and with respect to the Adjacent Building, is only
effective so long as both the Building and the Adjacent Building are owned by
the same party.
LANDLORD'S-APPROVAL:
/s/ RG
--------------------------------
SENIOR VICE PRESIDENT
38. Subordination of Landlord's Lien. Landlord does hereby subordinate any and
all lien rights which Landlord may now have or hereinafter acquire (whether
provided under this Lease, applicable statutes, common law, or otherwise) in all
furniture, fixtures, equipment, chattels, inventory, and other tangible personal
property of Tenant which may be located in the Premises (including, without
limitation, all accounts receivable of Tenant), to all lien rights and security
interests which may be held by (a) any seller, lessor, or lending institution
which (i) provides financing to Tenant secured by any of such items, or (ii)
provides such items or the funds to purchase or lease the same, or (b) Tenant's
general business creditors (if granted in the normal course of business).
Subject to the foregoing, upon Tenant's request, Landlord shall confirm the
subordination of Landlord's lien rights in relation to said items by executing
commercially reasonable documentation reasonably requested by the holders of
such lien rights or security interests, Tenant to reimburse Landlord for the
reasonable out-of-pocket costs (including attorney's fees) incurred by Landlord
in connection with the review and negotiation of such documentation.
39. Additional Provisions Relating to Premises. Section 2 is hereby deleted in
its entirety and replaced with the following:
"Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the Premises as shown on attached Exhibit "A" within the Building (the Building
and the lot on which it is
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located the "PROPERTY"), together with the nonexclusive right with Landlord and
other occupants of the Building to use all areas and facilities provided by
Landlord for the use of all tenants including any lobbies, hallways, driveways,
sidewalks and parking, loading and landscaped areas (the "COMMON AREAS")."
40. Additional Provisions Relating to Use; Compliance. Section 4(b) of the lease
is amended on the sixth (6th) and tenth (10th) lines, by deleting "use,
occupancy or" and substituting therefor "particular use or occupancy or
Tenant's".
41. Additional Provisions Relating to Minimum Annual Rent. Section 6 of the
lease is amended on the fourth (4th) line, by deleting "provided that rent for
the first full month shall be paid at the signing of this lease".
42. Additional Provisions Relating to Operation of Property; Payment of
Expenses.
(a) Section 7 (a) of the lease is amended as follows:
(i) on the fourth (4th) line, by deleting "provided that the monthly
installment for the first full month shall be paid at the signing of this
lease".
(ii) on the fifth (5th) line, by changing "(f)" to "(g)".
(iii) by adding at the end thereof:
"Operating Expenses for calendar year 2004 on an annualized basis
shall not exceed $5.67 per rentable square foot of the Premises. Commencing with
calendar year 2005, annual increases in 'controllable operating expenses' on an
annualized basis shall not exceed 6% more than such 'controllable operating
expenses' for the prior calendar year on an annualized basis. For purposes
hereof, 'controllable operating expenses' means all operating expenses of the
Property except for Impositions, insurance, and utilities. In the event an
increase in controllable operating expenses on an annualized basis in any year
is more than 6%, the excess may be billed to Tenant in any future year in which
the increase in controllable operating expenses on an annualized basis is less
than 6% as long as in any year controllable operating expenses are not in excess
of 6% more than controllable operating expenses in the immediately preceding
year on an annualized basis.
Notwithstanding anything to the contrary contained in the lease,
'Operating Expenses' shall not include:
(A) any ground lease rental;
(B) Costs of capital improvements and equipment, except for costs
(including financing charges) amortized over an assumed useful life of 10 years
of (1) building improvements required by any governmental authority or (2)
improvements made for the purpose
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of reducing operating expenses, the amount of costs in (2) not to exceed the
reduction of operating expenses reasonably anticipated to result therefrom;
(C) Rentals for items (except when needed in connection with
normal repairs and maintenance of permanent systems) which if purchased, rather
than rented, would constitute a capital improvement which is specifically
excluded in Subsection (B), above (excluding, however, equipment not affixed to
the Building which is used in providing janitorial or similar services);
(D) Costs incurred by Landlord for the repair of damage to the
Property, to the extent that Landlord is reimbursed by insurance proceeds;
(E) Costs, including permit, license and inspection costs,
incurred with respect to the installation of tenant improvements made for
tenants or other occupants in the Property or incurred in renovating or
otherwise improving, decorating, painting or redecorating vacant space for
tenants or other occupants of the Property;
(F) Depreciation, amortization and interest payments, except as
provided herein and except on materials, tools, supplies and vendor-type
equipment purchased by Landlord to enable Landlord to supply services Landlord
might otherwise contract for with a third party where such depreciation,
amortization and interest payments would otherwise have been included in the
charge for such third party's services, all as determined in accordance with
generally accepted accounting principles, consistently applied, and when
depreciation or amortization is permitted or required, the item shall be
amortized over its reasonably anticipated useful life;
(G) Marketing costs including leasing commissions, attorneys'
fees in connection with the negotiation and preparation of letters of intent,
leases, subleases and/or assignments, space planning costs, and other costs and
expenses (including any concessions) incurred in connection with lease, sublease
and/or assignment negotiations and transactions with present or prospective
tenants or other occupants of the Property;
(H) Costs incurred by Landlord for alterations which are
considered capital improvements and replacements under generally accepted
accounting principles, consistently applied, except as permitted in (B) and (C)
above;
(I) Costs of a capital nature, including, without limitation,
capital improvements, capital repairs, capital equipment and capital tools, all
as determined in accordance with generally accepted accounting principles,
consistently applied, except as permitted in (B) and (C) above;
(J) Expenses in connection with services or other benefits which
are not offered to Tenant or for which Tenant is charged for directly (either by
Landlord or such utility or service provider) but which are provided to another
tenant or occupant of the Property the cost of which is included as Operating
Expenses;
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(K) Costs incurred by Landlord due to the violation by Landlord
of the terms and conditions of any lease of space in the Property;
(L) Overhead and profit increment paid to Landlord or to
subsidiaries or affiliates of Landlord for goods and/or services in the Property
to the extent the same exceeds the costs of such goods and/or services rendered
by unaffiliated third parties on a competitive basis;
(M) Interest, principal, points and fees on debts or amortization
on any mortgage or mortgages or any other debt instrument encumbering the
Property or the site;
(N) Landlord's general corporate overhead and general and
administrative expenses, except for Landlord's property management fee and the
"Tenant Services" component of operating expenses;
(O) Any compensation paid to clerks, attendants or other persons
in commercial concessions operated by Landlord;
(P) Advertising and promotional expenditures, and costs of signs
in or on the Property identifying the owner of the Property or other tenants'
signs;
(Q) Electric power costs for which any tenant directly contracts
with the local public service company;
(R) Costs incurred in connection with upgrading the Premises, the
Building or the Property to comply with handicap, life, fire and safety codes or
any other governmental law, code, ordinance or regulation in effect prior to the
Commencement Date;
(S) All assessments and premiums which are not specifically
charged to Tenant because of what Tenant has done, which can be paid by Landlord
in installments, shall be paid by Landlord in the maximum number of installments
permitted by law and not included as Operating Expenses except in the year in
which the assessment or premium installment is actually paid;
(T) Any management or administrative fee which, in the aggregate,
exceeds six percent (6%) of the Rent collected from the Property;
(U) Costs associated with the operation of the business of the
entity which constitutes Landlord as the same are distinguished from the costs
of the Property, including costs of defending any lawsuits with any mortgagee,
costs of selling, syndicating, financing, mortgaging or hypothecating any of
Landlord's interest in the Property, costs of any disputes between Landlord and
its employees, disputes of Landlord with building management, or outside fees
paid in connection with disputes with other tenants.
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(V) Notwithstanding any contrary provision of this Lease,
including, without limitation, any provision relating to capital expenditures,
costs arising from the presence of hazardous materials or substances in or about
the Property including, without limitation, hazardous substances in the ground
water or soil;
(W) Costs arising from Landlord's or other tenant's negligence or
intentional acts;
(X) Costs arising from Landlord's charitable or political
contributions;
(Y) Costs arising from latent defects in the base, shell or core
of the Building or improvements installed by Landlord or repair thereof; and
(Z) Costs of sculpture, paintings or other subjects of art."
(b) Section 7(b) of the lease is amended by adding at the end thereof:
"Landlord shall endeavor to pay real estate taxes at the highest
discount rate available under applicable law for early payment."
(c) Section 7(b)(i) of the lease is amended on the first (1st) line after
"profits", by adding, "estate, inheritance, succession, capital levy, corporate
franchise, real estate transfer".
(d) A new subsection (iii) is added to Section 7(b)(i) as follows:
"(iii) Any refunds, rebates or abatements of Impositions received by
Landlord with respect to Impositions by Tenant shall be credited against
Tenant's Annual Operating Expenses in the year received."
(e) Section 7(d)(i) of the lease is amended by adding at the end thereof:
"Landlord shall, as part of Operating Expenses, furnish the Premises
with the following services in a manner comparable with the manner such services
are furnished in other similar buildings in the Sunrise, Florida area:"
(A) electricity for lighting and the operation of normal office
machines 24 hours per day, 365 (or 366, if applicable) days per year, except
during service interruptions or necessary repairs;
(B) window washing with reasonable frequency;
(C) water to the Premises for lavatory, lavatory wash basin and
cleaning purposes and waste water and sewer services 24 hours per day, 365 (or
366, if applicable) days per year, except during service interruptions or
necessary repairs;
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(D) electrical lighting services for the Common Areas 24 hours per
day, 365 (or 366, if applicable) days per year, except during service
interruptions or necessary repairs; and
(E) access to the Premises 24 hours per day, 365 (or 366, if
applicable) days per year, except during necessary repairs or emergencies."
(f) Add a new Section (g) as follows:
"(g) Landlord shall make all necessary repairs to the Premises,
including, without limitation, maintenance, repair and replacement of the HVAC
systems appurtenant to the Premises, and shall provide Tenant with trash removal
and janitorial services pursuant to a cleaning schedule attached hereto as
Exhibit "G"; provided that Landlord shall have no responsibility to make any
repair until Landlord receives written notice of the need for such repair. The
services to be provided by Landlord pursuant to this Section 7(g) (the 'Premises
Direct Services') include (1) janitorial services per Exhibit 'G', emergency
day-time clean-up needs, janitorial supplies, semi-annual interior window
cleaning, exterminating, trash removal and recycling, (2) Premises maintenance
and repair, including supplies and parts (e.g., lighting, ceiling tiles,
plumbing, mechanical, etc.), 24-hour on-call maintenance technicians and
property management, and (3) HVAC maintenance, repair and replacement, including
semi-annual indoor air quality testing, preventive maintenance and on-call
repairs and maintenance, including parts and labor. The costs for Premises
Direct Services (the 'Premises Direct Operating Expenses') shall be provided at
the sole expense of Tenant. Tenant shall pay to Landlord the Premises Direct
Operating Expenses in equal monthly installments in the amount set forth in
Section l(d)(iii) (prorated for any partial month), from the Commencement Date
and continuing throughout the Term on the first day of each calendar month
during the Term, as additional rent, without notice, demand or setoff. Landlord
shall apply such payments to the Premises Direct Operating Expenses owed to
Landlord by Tenant pursuant to this Section 7(g). The amount of the Premises
Direct Operating Expenses set forth in Subsection 1(d)(iii) represents the
estimated Premises Direct Operating Expenses during the first calendar year of
the Term on an annualized basis; from time to time Landlord may adjust such
estimated amount if the estimated Premises Direct Operating Expenses increase.
By April 30th of each year (and as soon as practical after the expiration or
termination of this lease or at any time in the event of a sale of the
Property), Landlord shall provide Tenant with a statement of the actual amount
of such Premises Direct Operating Expenses for the preceding calendar year or
part thereof. Landlord or Tenant shall pay to the other the amount of any
deficiency or overpayment then due from one to the other or, at Landlord's
option. Landlord may credit Tenant's account for any overpayment. Tenant's
obligation to pay the Premises Direct Operating Expenses pursuant to this
Section 7(g) shall survive the expiration or termination of this lease.
Premises Direct Operating Expenses for calendar year 2004 on an
annualized basis shall not exceed $0.91 per rentable square foot of the
Premises. Commencing with calendar year 2005, annual increases in Premises
Direct Operating Expenses on an annualized basis shall not exceed 6% more than
such Premises Direct Operating Expenses for the prior calendar year on an
annualized basis. In the event an increase in Premises Direct Operating Expenses
on an annualized basis in any year is more than 6%, the excess may be billed to
Tenant
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in any future year in which the increase in Premises Direct Operating Expenses
on an annualized basis is less than 6% as long as in any year Premises Direct
Operating Expenses are not in excess of 6% more than the Premises Direct
Operating Expenses in the immediately preceding year on an annualized basis."
Notwithstanding anything to the contrary herein contained, Tenant
shall have the right, at any time during the Term, upon thirty (30) days prior
written notice to Landlord, to provide its own janitorial services with respect
to the Premises. In such event janitorial services shall no longer be included
in Premises Direct Services and appropriate adjustments shall be made to
Premises Direct Operating Expenses for the current calendar year and, for
purposes only of determining the maximum increase in Premises Direct Operating
Expenses for the current calendar year, appropriate adjustments shall be made to
Premises Direct Operating Expenses for the prior calendar year to reflect
janitorial expenses for the same length of time Landlord provided same in the
current calendar year.
43. Additional Provisions Relating to Signs. Section 8 of the lease is amended
as follows:
(a) on the second (2nd) line after "Landlord", by adding, "such consent
not to be inreasonably withheld".
(b) by adding at the end thereof:
"Subject to Landlord obtaining all necessary governmental approvals
therefor, Landlord shall rename the property consisting of the Building and the
Adjacent Building as the 'NationsHealth Center'.
Subject to Tenant obtaining Landlord's consent and all necessary
governmental and owner association approvals therefor, Tenant at its sole
expense shall be permitted to install and maintain identification signs in
existing colors specifying Tenant's name and logo (i) on each of the three (3)
sides of the exterior of the Building abutting the Premises, (ii) on the wall
space immediately adjacent to its main entrance doors to the Premises, and (iii)
on an additional monument sign at the entrance to the Property. Landlord shall
cooperate with Tenant, at no expense to Landlord, in seeking and obtaining
required approvals. Landlord agrees that, other than Tenant's signs, no other
exterior signage shall be permitted to be installed on the Building except for
Building standard tenant identification signage.
Landlord further agrees that, so long as no space in the Building or
the Adjacent Building is available for lease, it will not maintain a leasing
sign on the Property."
44. Additional Provisions Relating to Mechanics' Liens. Section 10 is deleted in
its entirety and replaced with the following:
"10. Mechanics' Liens. The property shall not be subject in any way to
any liens, including construction liens, for improvements to or other work
performed with respect the Property by or on behalf of the Tenant. Tenant shall
pay promptly any contractors and
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materialmen who supply labor, work or materials to Tenant at the Property and
shall take steps permitted by law in order to avoid the imposition of any
mechanic" lien upon all or any portion of the Property. Should any such lien or
notice of lien be filed for work performed for Tenant other then by Landlord,
Tenant shall bond against or discharge the same within 5 days after Tenant has
notice that the lien or claim is filed regardless of the validity of such lien
or claim. Nothing in this lease is intended to authorize Tenant to do or cause
any work to be done or materials to be supplied for the account of Landlord, all
of the same to be solely for Tenant's account and at Tenant's risk and expense.
Throughout this lease the term "mechanic's lien" is used to include any lien,
encumbrance or charge levied or imposed upon all or any portion of, interest in
or income from the Property on account of any mechanic's, laborer's,
materialman's or construction lien or arising out of any debt or liability to or
any claim of any contractor, mechanic, supplier, materialman or laborer and
shall include any mechanic's notice of intention to file a lien given to
Landlord or Tenant, any stop order given to Landlord or Tenant, any notice of
refusal to pay naming Landlord or Tenant and any injunctive or equitable action
brought by any person claiming to be entitled to any mechanic's lien."
45. Additional Provisions Relating to Indemnification. Section 15 of the lease
is amended as follows:
(a) on the first (1st) line, by deleting "of Landlord" in the caption and
adding "(a)" before "Subject".
(b) by adding at the end thereof:
"(b) Subject to Sections 7(c)(iii) and 16, Landlord will protect,
indemnify and hold harmless Tenant and its Agents from and against any and all
claims, actions, damages, liability and expense (including reasonable fees of
attorneys, investigators and experts) in connection with loss of life, personal
injury or damage to property caused to any person in or about the Property
(other than the Premises) occasioned wholly or in part by the negligence of
Landlord or its Agents, except to the extent such loss, injury or damage was
caused by the negligence of Tenant or its Agents. In case any action or
proceeding is brought against Tenant and/or its Agents by reason of the
foregoing, Landlord, at its expense, shall resist and defend such action or
proceeding, or cause the same to be resisted and defended by counsel (reasonably
acceptable to Tenant and its Agents) designated by the insurer whose policy
covers such occurrence or by counsel designated by Landlord and approved by
Tenant and its Agents. Landlord's obligations pursuant to this Section shall
survive the expiration or termination of this lease."
46. Additional Provisions Relating to Assignment and Subletting.
(a) Section 18(a) of the lease is amended as follows:
(i) on the seventh (7th) and eighth (8th) lines, by deleting
"ownership or" and substituting therefor "majority".
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(ii) by adding at the end thereof:
"However, Landlord hereby acknowledges and consents to Tenant's
right, without further approval from Landlord, but subject to Tenant's
obligation to deliver to Landlord the instrument described in Section (c)(iii)
below, to assign this lease or sublet the Premises, in whole or in part, to any
(i) parent or wholly owned subsidiary of Tenant or parent, (ii) entity
(including any operations subdivision of Tenant or parent) in which Tenant or
parent has a fifty percent (50%) or more ownership interest, (iii) entity
spun-out or separated from or formed by Tenant or parent, by a distribution to
Tenant's or parent's shareholders, sale of assets or stock, consolidation,
reorganization or merger, or (iv) successor to Tenant by way of merger,
consolidation or sale of all or substantially all of Tenant's assets, provided,
however, that Tenant has not received notice of default of any terms contained
in this lease which has not been cured at the time of such assignment or
sublease. In the event of any assignment or sublease Tenant shall remain liable
to Landlord for the payment of all Rent herein and for the performance of all
covenants and conditions of this lease applicable to Tenant."
(b) Section 18(b) of the lease is amended by adding at the end thereof:
"It is understood and agreed that the provisions of this Section shall
not apply to any transfer as to which Landlord's consent is not required
pursuant to Section 18(a)."
47. Additional Provisions Relating to Subordination; Mortgagee's Rights. Section
19(a) of the lease is amended by adding at the end thereof:
"Landlord represents and warrants to Tenant that there is no mortgage
currently recorded against the Property. Landlord agrees that, upon request of
Tenant, Landlord shall request and use commercially reasonable efforts to obtain
a non-disturbance agreement from the holder of any mortgage recorded against the
Property after the date of this lease."
48. Additional Provisions Relating to Recording; Tenant's Certificate.
(a) Section 20(a) of the lease is amended as follows:
(i) by deleting the first (1st) sentence and substituting therefor:
"Upon the execution of this lease, Landlord and Tenant shall
execute and record a memorandum of lease in the public records of Broward
County, Florida in the form attached hereto as Exhibit 'H'".
(ii) by adding at the end thereof:
"Landlord agrees, from time to time during the Term, upon request
of Tenant, to deliver a written statement from Landlord containing substantially
the information set forth above in this Section 20(a)."
R-14
(b) Section 20(b) of the lease is amended by adding at the end thereof"...,
to the extent such information is publicly available or to the extent it
represents updates of financial information given to Landlord prior to the
execution of this lease".
49. Additional Provisions Relating to Surrender: Abandoned Property. Section 21
(c) of the lease is amended on the third (3rd) line after "during", by adding
"the first two (2) months of such continued occupancy shall be 150% of the
amount applicable to the last month of the Term and thereafter during".
50. Additional Provisions Relating to Default - Remedies.
(a) Section 23(a)(iii) of the lease is amended by adding at the end
thereof:
"Notwithstanding the foregoing, Tenant shall have the right to vacate
the Premises or remove Tenant's goods or property therefrom so long as it has
first paid to Landlord in full all Rent and other charges that may have become
due to the date of such removal or vacation; provided, however, Tenant shall,
after vacating the Premises, remain responsible for timely performance of all of
its obligations under this Lease, including without limitation, those with
respect to payment of Rent and those with respect to the maintenance and repair
of the Premises."
(b) Section 23(a)(iv) of the lease is amended on the last line, by changing
"60 days" to "90 days".
(c) Section 23(b)(i) of the lease is amended on the second (2nd) line after
"5", by adding "business".
(d) Section 23((c) of the lease is amended on the second (2nd) line after
"10 days", by adding "(for a default consisting of the failure to pay money) or
30 days (for a default consisting of something other than the failure to pay
money)".
(e) Section 23(c)(ii) of the lease is amended after "notice", by adding "of
monetary default".
(f) Section 23(c)(iii) of the lease is amended by changing "10 days" to "30
days" in the two places in which it appears.
(g) Section.23(d) of the lease is amended as follows:
(i) by deleting the first (1st) sentence and substituting therefor:
"No waiver by either party of any breach by the other shall be a
waiver of any subsequent breach, nor shall any forbearance by either party to
seek a remedy for any breach by the other be a waiver by the other of any rights
or remedies with respect to such or any subsequent breach."
R-15
(ii) by adding at the end thereof:
"Landlord shall use commercially reasonable efforts to relet the
Premises and to mitigate its damages hereunder, but shall not be required to
prefer the Premises over other space available for lease in the Building or in
other buildings owned by Landlord in the geographic area in which the Building
is located."
(h) A new Section 23(f) is added to the lease as follows:
"If Landlord shall default in the performance of any agreement or
condition of this lease, and such default shall continue for 30 days after
Landlord's receipt of notice from Tenant specifying Landlord's default (except
that if such default cannot reasonably be cured within such 30 day period, this
period shall be extended for such additional time as is reasonably necessary to
cure such default, provided that Landlord commences to cure such default within
the 30 day period and proceeds diligently thereafter to effect such cure),
Tenant may, without prejudice to any of its other rights under this lease, cure
such default for the account of Landlord and any reasonable amount paid by
Tenant in so doing shall be reimbursed by Landlord to Tenant within 30 days of
its receipt of an invoice therefor."
51. Additional Provisions Relating to Security Deposit. Section 28 of the lease
is amended as follows:
(a) In the fourth (4th) sentence after "Security Deposit", by add, "as
applicable,"
(b) by adding at the end thereof:
"Landlord agrees that Landlord will not use any portion of the
Security Deposit unless and until Tenant has committed a default under this
lease which has continued beyond applicable notice and/or cure periods contained
in this lease. As a condition precedent to the first advance of the Allowance,
Tenant shall deliver to Landlord as an additional Security Deposit an
irrevocable letter of credit meeting the requirements of this Section in the
amount of such advance. As a condition precedent to each subsequent advance of
the Allowance (other than by way of credit as set forth in Section 30(c)),
Tenant shall deliver to Landlord an endorsement to the letter of credit
increasing the letter of credit by the amount of each subsequent advance of the
Allowance.
R-16
Letter of Credit Requirements:
(a) The letter of credit shall be substantially in the form attached
hereto as Exhibit "I" hereto or such other form as may be satisfactory to
Landlord and shall be issued by a commercial bank reasonably acceptable to
Landlord. The issuing bank must regularly maintain business offices in the south
Florida area and such letter of credit must be presentable and payable at the
counters of such bank in such location. The letter of credit shall be
irrevocable and shall impose no condition upon the beneficiary's right to draw
funds under it, other than a written statement by the beneficiary that Tenant
has committed a default of one or more of its obligations under the lease. The
beneficiary of the letter of credit shall be Landlord, and such letter of credit
shall be transferable by Landlord to any entity succeeding to Landlord's
interest in the Property, without cost to Landlord or its successors in
ownership. Partial draws shall be permitted under the letter of credit. Landlord
agrees that no funds will be drawn under the letter of credit unless and until
Tenant has committed a default under this lease which has continued beyond
applicable notice and/or cure periods contained in this lease.
(b) The letter of credit shall have an expiration date not earlier
than two (2) months after the Expiration Date, as such may be extended (the
"Expiry Date"), or, if the expiration thereof is earlier than the Expiry Date,
such letter of credit shall be extended, renewed, or replaced at least sixty
(60) days prior to its expiration so that it continuously remains in effect
through the Expiry Date. Notwithstanding any provision above to the contrary,
failure of Tenant to renew or replace the letter of credit in accordance with
the foregoing requirements shall be deemed a default by Tenant under the terms
of this lease which shall not require the giving of notice or the allowance of
any grace period, and shall entitle Landlord to immediately draw funds under the
letter of credit (an "Early Draw"), in addition to any other remedies provided
for in this lease or under applicable law. In the event of an Early Draw,
Landlord shall hold and apply the funds so drawn as if cash in such amount had
been posted by Tenant as the Security Deposit."
52. Additional Provisions Relating to Building Rules (Exhibit "C"). The Building
Rules (Exhibit "C") are amended by adding a new paragraph 20 thereto as follows:
"20. Nothing contained in these Building Rules shall unreasonably interfere
with Tenant's rights under the lease. In the event of any conflict between the
provisions of the lease and the provisions of these Building Rules, the
provisions of the lease shall govern."
53. Emergency Generator. Tenant shall have the right to install, maintain and
repair an emergency generator (the "Generator") on the Property at the location
shown on Exhibit "J" attached hereto, under and subject to the following
conditions:
(a) Tenant shall comply with all Laws and Requirements and shall obtain,
and deliver to Landlord written evidence of, any approval(s) required under any
Laws or Requirements or recorded covenants or restrictions applicable to the
Property and copies of all permits and approvals therefor.
R-17
(b) Tenant shall obtain Landlord's prior approval of the specifications for
the Generator, such approval not to be unreasonably withheld. Tenant shall
enclose and screen the Generator and concrete pad on which it will be located in
a manner satisfactory to Landlord. Tenant shall pay all costs associated with
the installation, screening, maintenance and repair of the Generator, including
without limitation, reasonable costs Landlord may incur for professional or
contractor review and approval.
(c) Tenant shall comply with the provisions of Sections 9(b)(i) through
(iv) of this lease.
(d) At least 3 business days prior to installation or removal, Tenant shall
notify Landlord of the date and time of the installation or removal. Tenant
shall install or remove the Generator only if Landlord has had such opportunity
to be present with Tenant at the installation or removal.
(e) Tenant shall maintain the Generator in a safe, good and orderly
condition. The installation, maintenance, repair and removal of the Generator
shall be performed at Tenant's sole expense in a manner which will not impair
the integrity of, damage or adversely affect the warranty applicable to, any
portion of the Property.
(f) The Generator will remain Tenant's property throughout the Term of the
lease and, no later than the expiration or sooner termination of the Term, at
Tenant's sole expense, Tenant shall remove the Generator and all wiring
therefrom to and through the Building and repair any resulting damage, including
without limitation, damage to landscaping or paving, or, at Landlord's option,
Tenant shall also be responsible for restoring all affected areas to the
condition existing prior to the execution of this lease. Tenant shall comply
with all Laws and Requirements in connection with the removal of the Generator
and shall deliver to Landlord copies of all required permits and approvals in
connection with such removal.
(g) Tenant's indemnification of Landlord pursuant to Section 15 of this
lease also applies to the Generator and Tenant's use of any portion of the
Property therefor. Without limiting the foregoing, Tenant solely shall be
responsible for any damage or injury caused by or in any way relating to the
Generator, including, but not limited to, damage or injury to persons or
property, including the Property, caused by reason of any leaking of fuel
therefrom.
(h) In the event the cost of Landlord's insurance on the Building is
increased as a result of the installation of the Generator, Tenant shall pay for
the increase in such insurance as set forth in subsection 7(c)(iv) of this
lease.
X-00
XXXXXXX "X-0"
#1000
00000 XX 0XX XXXXXX
XXXXXXX, XX 00000
(MAP OF LOCATION)
EXHIBIT "A-2"
#1003
00000 XX 0XX XXXXXX
XXXXXXX, XX 00000
(MAP OF LOCATION)
EXHIBIT "A-3"
(MAP OF LOCATION)
EXHIBIT "B"
LEASE COMMENCEMENT CERTIFICATE
The undersigned, as duly authorized officers and/or representatives of
LIBERTY PROPERTY LIMITED PARTNERSHIP ("Landlord") and _______________("Tenant"),
hereby agree as follows with respect to the Lease Agreement (the "Lease")
between them for premises located at ______________________________________(the
"Premises"):
1. DATE OF LEASE: _______________________, 20___
2. COMMENCEMENT DATE: _______________________, 20___
3. EXPIRATION DATE: _______________________, 20___
4. Rent and operating expenses due on or before the Commencement Date for
the period from the Commencement Date until the first day of the next
calendar month (Not applicable if the Commencement Date is the first
day of the calendar month):
APPORTIONED MINIMUM RENT: $____________
APPORTIONED OPERATING EXPENSES: $____________
TOTAL: $____________
Thereafter regular monthly payments due in the following amounts until
adjusted in accordance with the Lease:
MONTHLY RENT INSTALLMENT: $_____________
MONTHLY OPERATING PAYMENT: $_____________
TOTAL MONTHLY PAYMENT: $_____________
5. Tenant certifies that, as of the date hereof, (a) the Lease is in full
force and effect and has not been amended, (b) Tenant has no offsets
or defenses against any provision of the Lease and (c) Landlord has
substantially completed any improvements to be performed by Landlord
in accordance with the Lease, excepting the Punch List items set forth
on the Schedule attached hereto and initialed by Landlord and Tenant,
if any.
IN WITNESS WHEREOF, Landlord and Tenant intending to be legally bound, have
executed this Certificate as of _________________, 19__.
LANDLORD:
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: Liberty Property Trust, Sole General Partner
By:
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TENANT:
Witness/Attest:
By:
----------------------- ----------------------------------------
Print Name: Print Name:
----------------- ----------------------------
Title: Title:
---------------------- ---------------------------------
EXHIBIT "C"
BUILDING RULES - INDUSTRIAL
1. As stated in the lease, Tenant shall not use the Premises as a "place of
public accommodation" as defined in the Americans with Disabilities Act of 1990,
which identifies the following categories into one or more of which a business
must fall to be a "place of public accommodation"
a. Places of lodging (examples: hotel, motel)
b. Establishments serving food or drink (examples: bar,
restaurant)
c. Places of exhibition or entertainment (examples: motion
picture house, theater, stadium, concert hall)
d. Places of public gathering (examples: auditorium, convention
center, lecture hall)
e. Sales or rental establishments (examples: bakery, grocery
store, hardware store, shopping center)
f. Service establishments (examples: bank, laundromat, xxxxxx
shop, funeral parlor, hospital, gas station, business
offices such as lawyer, accountant, healthcare provider or
insurance office)
g. Stations used for specified public transportation (examples:
bus terminal, depot)
h. Places of public display or collection (examples: museum,
library, gallery)
i. Places of recreation (examples: park, zoo, amusement park)
j. Places of education (examples: nursery, elementary,
secondary, private or other undergraduate or postgraduate
school)
k. Social service center establishments (examples: day-care
center, senior citizen center, homeless shelter, food bank,
adoption agency)
l. Places of exercise or recreation (examples: gym, health spa,
bowling alley, golf course)
2. Any sidewalks, lobbies, passages, elevators and stairways shall not be
obstructed or used by Tenant for any purpose other than ingress and egress from
and to the Premises. Landlord shall in all cases retain the right to control or
prevent access by all persons whose presence, in the judgment of Landlord, shall
be prejudicial to the safety, peace or character of the Property.
3. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other
service apparatus of any kind shall not be used for any purposes other than
those for which they were installed, and no sweepings, rubbish, rags, ashes,
chemicals, or other refuse or injurious substances shall be placed therein or
used in connection therewith or left in any lobbies, passages, elevators or
stairways.
4. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.
No person shall go on the roof without Landlord's permission.
5. Skylights, windows, doors and transoms shall not be covered or
obstructed by Tenant, and Tenant shall not install any window covering which
would affect the exterior appearance of the Building, except as approved in
writing by Landlord. Tenant shall not remove, without Landlord's prior written
consent, any shades, blinds or curtains in the Premises.
6. Without Landlord's prior written consent, Tenant shall not hang,
install, mount, suspend or attach anything from or to any sprinkler, plumbing,
utility or other lines. If Tenant hangs, installs, mounts, suspends or attaches
anything from or to any doors, windows, walls, floors or ceilings, Tenant shall
sand and spackle all holes and repair any damage caused thereby or by the
removal thereof at or prior to the expiration or termination of the lease. If
Tenant elects to seal the floor, Tenant shall seal the entire unfinished floor
area within the Premises. If Tenant elects to paint all or any portion of the
Premises, Tenant, prior to the termination of the lease, shall restore all or
such portion(s) of the Premises to the painted or unpainted condition thereof as
of the Commencement Date.
7. Tenant shall not change any locks nor place additional locks upon any
doors and shall surrender all keys and passes at the end of the Term.
C-l
8. Tenant shall not use nor keep in the Building any matter having an
offensive odor, nor explosive or highly flammable material, nor shall any
animals other than Seeing Eye dogs in the company of their masters be brought
into or kept in or about the Premises.
9. If Tenant desires to introduce electrical, signaling, telegraphic,
telephonic, protective alarm or other wires, apparatus or devices, Landlord
shall direct where and how the same are to be placed, and except as so directed,
no installation boring or cutting shall be permitted. Landlord shall have the
right to prevent and to cut off the transmission of excessive or dangerous
current of electricity or annoyances into or through the Building or the
Premises and to require the changing of wiring connections or layout at Tenant's
expense, to the extent that Landlord may deem necessary, and further to require
compliance with such reasonable rules as Landlord may establish relating
thereto, and in the event of non-compliance with the requirements or rules,
Landlord shall have the right immediately to cut wiring or to do what it
considers necessary to remove the danger, annoyance or electrical interference
with apparatus in any part of the Building. All wires installed by Tenant must
be clearly tagged at the distributing boards and junction boxes and elsewhere
where required by Landlord, with the number of the office to which said wires
lead, and the purpose for which the wires respectively are used, together with
the name of the concern, if any, operating same.
10. Tenant shall not place weights anywhere beyond the safe carrying
capacity of the Building.
11. The use of rooms as sleeping quarters is strictly prohibited at all
times.
12. Tenant shall have the right, at Tenant's sole risk and responsibility,
to use its proportional share of the parking spaces at the Property as
reasonably determined by Landlord. Tenant shall comply with all parking
regulations promulgated by Landlord from time to time for the orderly use of the
vehicle parking areas, including without limitation the following: Parking shall
be limited to automobiles, passenger or equivalent vans, motorcycles, light four
wheel pickup trucks and (in designated areas) bicycles. No vehicles shall be
left in the parking lot overnight. Parked vehicles shall not be used for vending
or any other business or other activity while parked in the parking areas.
Vehicles shall be parked only in striped parking spaces, except for loading and
unloading, which shall occur solely in zones marked for such purpose, and be so
conducted as to not unreasonably interfere with traffic flow within the Property
or with loading and unloading areas of other tenants. Employee and tenant
vehicles shall not be parked in spaces marked for visitor parking or other
specific use: All vehicles entering or parking in the parking areas shall do so
at owner's sole risk, and Landlord assumes no responsibility for any damage,
destruction, vandalism or theft. Tenant shall cooperate with Landlord in any
measures implemented by Landlord to control abuse of the parking areas,
including without limitation access control programs, tenant and guest vehicle
identification programs, and validated parking programs, provided that no such
validated parking program shall result in Tenant being charged for spaces to
which it has a right to free use under its lease. Each vehicle owner shall
promptly respond to any sounding vehicle alarm or horn, and failure to do so may
result in temporary or permanent exclusion of such vehicle from the parking
areas. Any vehicle which violates the parking regulations may be cited, towed at
the expense of the owner, temporarily or permanently excluded from the parking
areas, or subject to other lawful consequence.
13. Tenant shall not smoke in the Building which Landlord has designated as
a non-smoking building.
14. If at Tenant's request, Landlord consents to Tenant having a dumpster
at the Property, Tenant shall locate the dumpster in the area designated by
Landlord and shall keep and maintain the dumpster clean and painted with lids
and doors in good working order and, at Landlord's request, locked.
15. Tenant shall provide Landlord with a written identification of any
vendors engaged by Tenant to perform services for Tenant at the Premises
(examples: security guards/monitors, telecommunications installers/maintenance).
16. Tenant shall cause all of Tenant's Agents to comply with these Building
Rules.
17. Landlord reserves the right to rescind, suspend or modify any rules or
regulations and to make such other rules and regulations, as in Landlord's
reasonable judgment, may from time to time be needed for the safety, care,
C-2
maintenance, operation and cleanliness of the Property. Notice of any action by
Landlord referred to in this paragraph, given to Tenant, shall have the same
force and effect as if originally made a part of the foregoing lease. New rules
or regulations will not, however, be unreasonably inconsistent with the proper
and rightful enjoyment of the Premises by Tenant under the lease.
18. These Building Rules are not intended to give Tenant any rights or
claims in the event that Landlord does not enforce any of them against any other
tenants or if Landlord does not have the right to enforce them against any other
tenants and such non-enforcement will not constitute a waiver as to Tenant.
19. Tenant shall be deemed to have read these Building Rules and to have
agreed to abide by them as a condition to Tenant's occupancy of the Premises.
20. Tenant shall not burn candles, incense, matches or other ignitable
materials in the Building.
C-3
EXHIBIT "D"
TENANT ESTOPPEL CERTIFICATE
Please refer to the documents described in Schedule 1 hereto, (the "Lease
Documents") including the "Lease" therein described; all defined terms in this
Certificate shall have the same meanings as set forth in the Lease unless
otherwise expressly set forth herein. The undersigned Tenant hereby certifies
that it is the tenant under the Lease. Tenant hereby further acknowledges that
it has been advised that the Lease may be collaterally assigned in connection
with a proposed financing secured by the Property and/or may be assigned in
connection with a sale of the Property and certifies both to Landlord and to any
and all prospective mortgagees and purchasers of the Property, including any
trustee on behalf of any holders of notes or other similar instruments, any
holders from time to time of such notes or other instruments, and their
respective successors and assigns (the "Mortgagees") that as of the date hereof:
1. The information set forth in attached Schedule 1 is true and correct.
2. Tenant is in occupancy of the Premises and the Lease is in full force
and effect, and, except by such writings as are identified on Schedule 1, has
not been modified, assigned, supplemented or amended since its original
execution, nor are there any other agreements between Landlord and Tenant
concerning the Premises, whether oral or written.
3. All conditions and agreements under the Lease to be satisfied or
performed by Landlord have been satisfied and performed.
4. Tenant is not in default under the Lease Documents, Tenant has not
received any notice of default under the Lease Documents, and, to Tenant's
knowledge, there are no events which have occurred that, with the giving of
notice and/or the passage of time, would result in a default by Tenant under the
Lease Documents.
5. Tenant has not paid any Rent due under the Lease more than 30 days in
advance of the date due under the Lease and Tenant has no rights of setoff,
counterclaim, concession or other rights of diminution of any Rent due and
payable under the Lease except as set forth in Schedule 1.
6. To Tenant's knowledge, there are no uncured defaults on the part of
Landlord under the Lease Documents, Tenant has not sent any notice of default
under the Lease Documents to Landlord, and there are no events which have
occurred that, with the giving of notice and/or the passage of time, would
result in a default by Landlord thereunder, and that at the present time Tenant
has no claim against Landlord under the Lease Documents.
7. Except as expressly set forth in Part G of Schedule 1, there are no
provisions for any, and Tenant has no options with respect to the Premises or
all or any portion of the Property.
8. Except as set forth on Part M of Schedule 1, no action, voluntary or
involuntary, is pending against Tenant under federal or state bankruptcy or
insolvency law.
9. The undersigned has the authority to execute and deliver this
Certificate on behalf of Tenant and acknowledges that all Mortgagees will rely
upon this Certificate in purchasing the Property or extending credit to Landlord
or its successors in interest.
10. This Certificate shall be binding upon the successors, assigns and
representatives of Tenant and any party claiming through or under Tenant and
shall inure to the benefit of all Mortgagees.
IN WITNESS WHEREOF, Tenant has executed this Certificate this ________ day
of ______________, 20______
Name of Tenant:
By:
------------------------------------
Title:
---------------------------------
D-1
SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE
Lease Documents, Lease Terms and Current Status
A. Date of Lease:
B. Parties:
1. Landlord:
2. Tenant d/b/a:
C. Premises known as:
D. Modifications, Assignments, Supplements or Amendments to Lease:
E. Commencement Date:
F. Expiration of Current Term:
G. Options:
H. Security Deposit Paid to Landlord: $________
I. Current Fixed Minimum Rent (Annualized): $________
J. Current Additional Rent (and if applicable, Percentage Rent)(Annualized):
$________
K. Current Total Rent: $________
L. Square Feet Demised:
M. Tenant's Bankruptcy or other Insolvency Actions:
D-2
EXHIBIT "E"
PLAN OF IMPROVEMENTS
TO BE ATTACHED UPON COMPLETION
LIBERTY PROPERTY TRUST
STANDARD TENANT BUILD OUT SPECIFICATIONS
LAKEVIEW PLAZA
DOCUMENTS
This document shall be incorporated with the applicable construction drawings
which are a part of the lease agreement as a specified exhibit and shall be
incorporated as an exhibit into the construction contract for the purpose of the
renovation to the proposed space.
This document's purpose is to be used as a guide in addition to all prepared
drawings and Tenant Selection sheets to prepare for construction. The Contractor
may encounter conditions on site during construction which the construction
documents may not indicate. The Contractor will take responsibility to cure such
findings, as the site will have been inspected prior to bidding and has verified
all conditions, dimensions, and other information herein supplied and shall make
Landlord and/or Architect aware of any such discrepancies prior to commencing
such work. A copy of this document and all applicable drawings must be
prominently posted at the job site. Contractor is responsible for submitting a
current insurance certificate upon submission of contract to Landlord.
I. GENERAL REQUIREMENTS
1.0 SCOPE: Any reference herein to Contractor shall collectively imply the
General Contractor and Subcontractors involved in the fitout.
1.1 EXISTING CONDITIONS: Where existing conditions are disrupted by a fitout or
where new work interrupts any adjacent spaces, all work is to be integrated
to present a smooth transition and finished product. All existing
conditions (i.e. corridors or adjacent spaces) shall be properly protected
at all times, as supervised by Landlord.
1.1.A SECOND GENERATION SPACE: Defined as a space formerly fitout and
occupied by a Tenant. Before the space is fitout, an inspection will
occur between Landlord and Contractor to determine usefulness of (i.e.
ceiling tiles, grid, lighting, window treatments, emergency lights,
horns/strobes, etc.)
1.1.B ELECTRIC AVAILABILITY: With respect to Mid-Rise Office fitouts,
Contractor will be responsible to determine the electrical
requirements of the fitout and verify the building's electrical panel
has enough available space.
1.2 PROPERTY DAMAGE BY CONTRACTOR: Any damage that may occur to paint, walls,
doors, ceilings, elevators, stair towers as a result of the fitout shall be
cured by the Contractor at no cost to Landlord and returned to existing
conditions in accordance with Landlord's approval.
1.3 CLEANING: Contractor is to perform routine job site cleaning to maintain a
safe working environment and to not interfere with any other Tenant's space
or common areas. Upon completion of the fitout, Contractor shall remove any
and all excess materials, tools and equipment and turn the space over to
Landlord once a final cleaning has been performed.
LPT
Standard Specifications
1.4 PROTECTION: Contractor shall prevent the spread of dust, fumes, noise, etc.
by properly protecting the common areas or other Tenants spaces from
interruption.
1.5 INSTALLATION: All specified items to be installed by experienced workmen in
accordance with manufacturers' instructions.
1.6 CODE CONFORMANCE: The Contractor shall be responsible to insure that all
work complies with all Local, State and Federal Building, ADA and Life
Safety Codes and Laws. In no event shall the Landlord be responsible for
any discrepancy between the work and applicable codes.
1.7 SUBSTITUTIONS: Landlord will not accept any deviations from these Documents
unless prior approval by Landlord has been issued.
1.8 COORDINATION: All construction drawings/notes by the Architect and Tenant
Selection sheets are considered to be part of the entire "instruction
package" to the Contractor. Any work shown or referred to on any portion of
the Documents shall be thought of as complementary and part of the entire
"instruction package." In order to eliminate miscommunication on the part
of the Contractor, no partial sets of drawings/notes being issued to
Subcontractors/Vendors are deemed acceptable, only the entire "instruction
package."
1.9 DISCREPANCIES: The Contractor shall notify Landlord immediately if there is
a non-compliance on the part of the Documents. Contractor is responsible to
make Landlord aware of any discrepancies between the Documents and site
conditions before commencing with any work in order to receive
clarification.
1.10 SCHEDULE: At the time of the construction kick off meeting, held between
Landlord, Architect (if available) and Contractor, a Construction schedule
(SEE EXHIBIT "A") shall be furnished. The Contractor shall continually
update the schedule as the job progresses in order to properly inform
Landlord of such particular completions.
1.11 "PROVIDE": The term "provide/provided" in connection with any item herein
shall mean, unless otherwise noted, that such items shall be FURNISHED,
INSTALLED AND CONNECTED where required.
1.12 "APPROVED EQUAL": Wherever the term "equal/approved equal" appears shall be
understood that reference is made to the ruling and judgment of Landlord
and/or the Architect (if applicable).
1.13 PERMITS: All local building permits/filing fees connected to such fitout
shall be secured and paid by the Contractor. It is also the responsibility
of the Contractor to coordinate all necessary inspections by the particular
governmental authorities in order to obtain a final Certificate of
Occupancy. All necessary permits must be prominently posted at the site.
1.14 GUARANTEE: Contractor agrees that performance of work under this Contract
shall be guaranteed against defective materials and workmanship for a
period of (1) one year
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Standard Specifications
from delivery date. Contractor shall also provide Landlord with any
applicable manufacturer's warranties at the time the space is turned over
to Landlord.
II. DEMOLITION, CUTTING AND PATCHING
2.1 DEMOLITION: All existing conditions as indicated on the Documents (i.e.
partitions, ceiling, doors, carpet, HVAC, wiring, etc.) to be removed shall
be disposed of by the Contractor. "Remove" shall mean completely and
entirely from the building unless otherwise noted by Landlord.
2.2 TERMINATING UTILITIES: Contractor shall be responsible for terminating all
electrical, data, telephone and plumbing where items are removed in order
to leave the space in a safe and code compliant manner.
III. WOOD AND PLASTIC
3.1 BLOCKING: Contractor shall provide proper blocking/plywood for all wall
openings for mechanical, electrical and architectural features (i.e.
shelving, doors to be installed in walls.
3.1.A FIRE TREATED WOOD BLOCKING/PLYWOOD: To be provided as required by the
Documents.
3.2 FINISH CARPENTRY: Installation of millwork, doors, frames, hardware as
called for the Documents.
IV. DOORS, FRAMES AND HARDWARE
4.1 DOOR FRAMES: Hollow metal frames are to match 1 1/2 hour and 3/4 hour rated
frames and to be painted in accordance with paint section as noted herein.
4.2 TENANT SUITE ENTRY DOORS: Tenant entrance door shall be 3 X 6 X 1 3/8"
hollow core paint grade, prehung frame (unless building standard differs).
4.2.1 SUITE ENTRY HARDWARE: Hardware to be full mortise lockset with
Xxxxxx-Russwin trim specified as Lever-Lever in Lustra style passage
lever ADA compliant lever, color 626 brushed chrome finish
ball-bearing butt hinges unless building standard differs. Part #
ML2051
4.2.1.A. SUITE KEYS: Contractor to supply (10) ten keys, unless
specified otherwise, to Landlord to be keyed on Landlord's master
using locksmith designated by Landlord.
4.2.2 CLOSER: Russwin-DIV-Emhart PT464F35 - Arm 236 N overhead spring
loaded or as determined by Landlord. Provide adjustable delayed action
closing throughout. Finish to be brushed aluminum throughout.
4.2.3 DOOR STOPS: Polished Aluminum Ives, 'floor mounted dome door stop at
entry doors- Model #436 PA28.
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Standard Specifications
4.3 TENANT INTERIOR DOORS: Hollow Interior doors to be 3' x 7' or 3' x 8'
hollow painted with satin finish or as determined by Landlord.
4.3.1 TENANT ENTRY HARDWARE: Hardware to be full mortise lockset with
Xxxxxx-Russwin trim specified as Lever-Lever in Lustra style passage
lever ADA compliant lever, color 626 brushed chrome finish
ball-bearing butt hinges unless building standard differs. Part #
ML2051.
V. FINISHES (SEE EXHIBIT "B" FOR TENANT SELECTION SHEET)
5.1 GYPSUM WALLBOARD: (AKA "DRYWALL") (ABSOLUTELY NO DRYWALL MANUFACTURED IN
MEXICO SHALL BE PERMITTED FOR USE IN LIBERTY PROPERTY TRUST PROPERTIES):
5.1.1 LAYOUT: Contractor shall lay out entire space by means of chalk lines
on the floor and review with Landlord and Tenant (if available) for
confirmation prior to construction of partitions.
5.1.2 GWB PARTITIONS: All finishes shall be with metal corner beads,
edging, etc. and to be taped, spackled, sanded and ready to receive
paint/wallcovering as indicated on the Documents. No exposed vinyl
edging or other exposed trim to be used.
5.1.3 TENANT PARTITIONS: Construct with 1/2" gypsum wallboard and attach on
each Side of 3 5/8" metal wall studs from slab to ceiling grid, taped
and spackled with vinyl base (24" on center). Standard full height
wall size shall be 8'6" unless otherwise noted by Landlord and/or
Documents.
5.1.4 DEMISING PARTITIONS: Shall be constructed to extend from floor slab
to underside of roof deck or steel beam above. Construct with fire
rated code 5/8" type X gypsum wallboard on each side, sound batt
insulation in 3 5/8" metal studs (24" on center) taped and spackled
with vinyl base. Fire rated caulk to be applied all around. Each side
of the partition to be painted with two (2) coats of flat paint and
contains a 4" carpet base. Any other unfinished concrete or masonry
walls or columns are to be furred with _____ gypsum wallboard over 1
1/2" studs at 24" on center. Insulation is to be provided per the
design energy calculations.
5.1.5 EXTERIOR WALL: Construct with non-rated fire code 5/8" gypsum wall
board attached to 3 5/8" metal studs and properly sound insulated
between studs, taped and spackled.
5.1.6 HALF HIGH PARTITIONS: Construct with 1/2" gypsum wall board and
attach on each side of 3 5/8" metal wall studs, metal corner bead
capped over top of structure and completely spackled over and made
ready for paint. The top of the partition shall be finished with one
layer of 1/2" gypsum wall board taped and finished. The free
(non-supported) end shall be constructed with support to meet the
requirements of a live load of five (5) pounds psf and maintain a
deflection of L/240 per the governing code. Each side of the partition
shall be painted with two (2) coats of flat paint and contain 4"
carpeted base.
5.2 ACOUSTICAL CEILING TILE:
5.2.1 TENANT SPACES: Acoustical lay-in ceiling, Xxxxxxxxx XX Fireguard
perforated, 2 x 4 Non-Pleated, non-directional fissured mineral fiber
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Standard Specifications
suspended with exposed White "T" bar framing system white; height to
be 8' 10 1/2" or to match existing.
5.3 VINYL COMPOSITION TILE AND BASE:
5.3.1 INTERIOR TENANT SPACES: Xxxxxxxxx 12 x 12 vinyl composition tile or
equal to be installed according to Documents.
5.3.2 PREPARATION: Concrete floor slab to be prepared as necessary (i.e.
grinding, chopping or flash patching. Provide leveling coat to
eliminate height differences where transitional areas occur.
5.3.3 VINYL COVE BASE: Install 4" Xxxxxx or equal vinyl cove base as
Indicated by Documents.
5.4 CARPET:
5.4.1 MATERIALS: Install as indicated on the Documents/Tenant Selection
sheet. Building Standard Carpet is manufactured by Mohawk Carpets or
equal and is a commercial grade level loop nylon (minimum weight
twenty-six ounces). Upgrade to be Xxxx or equal, thirty ounce cut pile
nylon. Color selections to be approved by Landlord.
5.4.2 LAYOUT: All carpet to be installed with grain running in the same
direction. Seams to be kept at a minimum and avoided at doorways
perpendicular to door.
5.4.3 PREPARATION/INSTALLATION: Prepare concrete floor slab to ensure a top
quality flat smooth surface for installation. Provide leveling coat to
eliminate height differences at floor transition areas and as
otherwise required throughout. Reducer strip to be installed between
carpet and VCT or other flooring transitions.
5.4.4 EXTRA MATERIALS: Contractor shall provide Landlord with an extra
amount of carpet not less than 5% of each style/color installed.
5.5 PAINTING:
5.5.1 MATERIALS: As indicated herein and as provided on Documents and
Tenant Selection sheets.
5.5.2 PERFORMANCE: Prime new wall surfaces with latex quick dry. Paint all
wall surfaces, with a minimum of two (2) coats of quality grade latex
eggshell paint, preferably M.A.B. or Xxxxxxxx Xxxxx, including touch
ups after move in or upon punchlist. If certain paint processes (i.e.
polymix) produce, an excessive odorous or dusty condition, Landlord
requires 48 hours prior notice to put the building on test during such
process. Landlord reserves the right to require all painting to be
performed after normal business hours.
5.5.2.1 DOOR FRAMES AND TRIM: To be painted with primer as required
and two (2) coats of oil based semi-glass enamel.
5.5.2.2 DOORS: Stain all doors with stain and two (2) coats of
semi-gloss satin polyurethane clear finish or to match existing.
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Standard Specifications
VI. SPECIALTIES
6.1 FIRE PROTECTION: Provide all alarms, horn strobes and bells (including
replacement of existing product) to comply with NFPA ADA Compliancy and
local code standards. Landlord's authorized contractor must be used for the
above work. All installation shall be direct wiring from Tenant's space to
the Building's main electrical room. Landlord requires (48) forty-eight
hours notice to put the building on test for installation purposes. Testing
of audible alarms must be scheduled after normal business hours.
6.1.1 SPRINKLER: Relocate or addition of sprinkler heads must meet
applicable NFPA code. All head locations shall meet low and high
hazard areas as required. For installation/relocation purposes,
Landlord requires (48) forty-eight hours notice to put the building on
test. Contractor will call to refill lines with Landlord on premises.
6.2 WINDOW TREATMENTS: Leveler or equal - 1" aluminum mini-blinds to be
installed at all exterior windows unless existing is already provided.
Color to be selected by Landlord.
6.3 SUITE SIGNAGE: ADA compliant signage to be supplied by Landlord.
VII. MECHANICAL
7.1 HEATING, VENTILATION, AND AIR CONDITIONING:
7.1.1 All space shall be able to maintain a Seventy Two (72) degree comfort
level during normal business hours.
7.1.2 All duct work, diffusers, returns, and all other component parts
shall be supplied and installed to meet all building, fire, electrical
and ADA requirements.
7.1.3 All ductwork from trunk line shall have volume dampers installed.
7.1.4 All thermostats shall be building standard and location shall be
determined by subcontractor and Liberty Property Trust's HVAC
contractor.
7.1.6 All spaces shall be engineered to meet comfort level by installing
contractor with a set of approved by owner drawing.
7.1.7 All spaces shall be balanced for heating and cooling efficiency and
maximum comfort. Contractor to provide Landlord with Certified
Balancing report prepared by N.E.B.B. certified.
7.1.8 All kitchens, bathrooms, and conference rooms shall receive an
exhaust fan, as required, for the size of the room but not under 250
CFM minimum.
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Standard Specifications
7.1.9 All split system units shall be Trane or equivalent quality and
designed for each space as required.* Liberty has national contract
pricing with Trane. Please contact Trane representative for pricing
7.1.10 Fiber board or metalduct to be used in any new construction.
7.1.11 Fire dampers must be installed through any demising wall that may be
affected.
7.1.12 All new HVAC equipment (rooftop units, VAV boxes, heat pumps) to be
specified by Property Management. It will be the responsibility of
G.C. to coordinate with the Property Manager during bid process.
Manufacturer of all replacement units will be approved in advance by
LPT personnel. All replacement units will have economizer packages
installed when possible.
7.1.13 All hard duct to be galvanized sheet metal per SMACNA standards.
Hard duct (excluding returns) must be insulated with external duct
wrap or 1/2" or better interior acoustical duct liner. All
un-insulated existing metal duct to be insulated with external duct
wrap.
7.1.14 Runs of flex duct are not to exceed ten feet. Stove pipe aluminum
extension from hard duct is allowed so long as it is insulated. All
flex duct to be insulated.
7.1.15 Every enclosed room to have a minimum of one diffuser and one
return. (Excluding closets). All square diffusers must be louvered
faced. Undercut doors may be considered a return depending on the
carpet weight. All transfer grills to have two 90 degree angles
between openings and must be insulated.
7.1.16 All new wiring in plenum return systems to conform with NECA codes.
7.1.17 Replacement units for curb-mounted air conditioners will be set on
curb adapters constructed of heavy gauge sheet metal. On roofs with
existing warranties, certified roofer will be required to assist with
installation. LPT reserves the right of approving roofing contractor.
7.1.18 Replacement units for horizontal discharge units will be set on
additional roofing material, then pressure treated lumber or roof
curb. Conversion to bottom discharge units will be evaluated in such
circumstances.
7.1.19 For horizontal discharge units, duct transitions will be fabricated
to run from the new unit supply and return to the existing rooftop
ductwork.
7.1.20 All replacement units shall include new programmable T-stats as per
building standard, rigging, start up and testing.
7.1.21 For installation of new units, roofing and installation of a new
roof curb is included.
7.1.22 For all new and replacement units of 5 tons or more a duct mounted
smoke detector will be installed and interlocked with the control
system.
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Standard Specifications
7.1.23 Unless otherwise specified, the existing electrical disconnect
switch(s) will be re-used.
7.1.24 Replacement units shall require documentation of refrigerant
recovery and disposal of old units.
7.1.25 All new or replacement piping on roof will be galvanized.
7.1.26 G.C. to pressure test all propane/natural gas piping on replacements
units.
7.1.27 Units to be tested and zones confirmed, T-Stats to be programmed.
7.1.28 G.C. to provide 'as built' diagram of new space serviced by HVAC.
7.1.29 G.C. to provide all warranty and maintenance manuals upon completion
of job.
7.1.31 All roof penetrations must be done by certified roofing contractor
approved by Landlord.
7.1.32 HVAC subcontractor to provide mechanical schematic at construction
kickoff meeting based upon performance specifications supplied by
Landlord.
7.2 PLUMBING:
7.2.1 ITEMS FOR INSTALLATION: (A-E BELOW OR AS DESIGNATED BY LANDLORD):
(A.) TOILET: American Standard - Gravity Flush model 251496 1.6
gallons per flush Regal Xxxxx fixstures model #251-496 or equal, to be
approved by Landlord.
(B.) FAUCET - American Standard Model #2385 or equal for
bathroom.
(C.) KITCHEN SINK - American Standard Model #M90-234 or equal.
(D.) HOT WATER TANK - Accessible from all sides for repair and
maintenance. Wall pack instant flow 208 vt. 29 amps.
(E.) DISHWASHER - Requires 12 - 15 gallon minimum.
7.2.2 ADA COMPLIANCE: PVC insulated cover on hot, cold and drainage for ADA
compliance.
VIII. ELECTRICAL
8.1 TEMPORARY ELECTRICAL: Contractor shall provide all temporary power and
lighting, in accordance with OSHA requirements.
8.2 POWER CONSUMPTION: Based on minimum 7 xxxxx per square foot (exclusive of
HVAC equipment) of which 2 xxxxx are at 120/208 volt and 3.5 xxxxx
allocated for lighting. Assumption for cubicle installation is 5 xxxxx per
6 x 8 cubicle.
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Standard Specifications
8.3 LIGHTING FIXTURES: Twenty (20) parabolic fixtures allowed per 2,000 square
feet. All new fixtures shall be provided and installed by Contractor in
accordance with the specific construction documents and as specified below:
8.3.1 2' X4' FLUORESCENT LIGHT: Manufactured by Sylvania. Model FB40CW/6/EW
in prismatic lens fixture, cool white tubes.
8.3.2 SECOND GENERATION SPACE: Contractor shall retrofit existing light
fixtures to 32 T8 electronic ballast light lens with #741 tubes.
8.3.2.A RE-LAMP SPACE: Contractor shall re-lamp with Sylvania F32
supersaver cool white T-8 tubes. Landlord shall decide at the time of
kick off meeting whether the space is to be fit out according to 8.4.2
above or as stated herein.
8.3.3 RECESSED LIGHTING: Contractor to install compact fluorescent PL13
watt bulbs in accordance with the Documents supplied by Architect.
8.3.3 LIGHT SWITCHES: Contractor to install toggle-type wall switch, brush
chrome plate. Installation assumptions are forty (40) per 2,000 square
feet or in accordance with Documents.
8.4 POWER RECEPTACLES: Contractor installation assumptions are (2) two non
dedicated duplex receptacles per 100 nrsf or as indicated on the Documents.
Outlets are to be located on interior partitions 18" above floor. All outlets
are to be installed per code.
8.5 EMERGENCY LIGHTING: Contractor shall provide and install Model ATLITE PN and
combo pack to be ATLITE PC3. Battery packs to be ATLITE PC1-10. All equipment
shall be tested to ensure proper working order in preparation of electrical
inspection.
8.6 TELEPHONE OUTLETS - Eight (8) phone/data conduit boxes allowed per 2,000
square feet. Tenant will make arrangements with and pay for telephone and data
cabling installation within the demised premises, and will cause phone installer
work to be performed at a time compatible with Landlord's work. Telephone and
data cabling installation to be in compliance with all local, State and federal
code requirements. Telephone and data cabling contractor must be Florida
licensed. Telephone and/or data cabling contractor to provide copies of
installer's license, electrical exemption certificate, permits and municipal
approvals.
(A.) All old or unusable above ceiling and in-wall communication lines must be
removed and disposed of prior to installation of new lines.
(B.) All wiring shall be plenum fire rated wire.
8.7 PLENUM INSTALLATIONS: Contractor installation of all wiring is to be
protected in a code compliant manner. All power wiring in return air plenum
ceiling spaces shall be encased in conduit or other approved material as
required.
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Standard Specifications
IX. DESIGN SERVICES
9.1 Landlord will provide all architectural, electrical and lighting
construction drawings to contractor as available.
9.2 Contractor to procure all applicable plumbing and mechanical engineering
services necessary for the design of a Building Standard space and submission to
the specified municipality. These drawings are to be approved by Landlord before
commencing of such work.
9.3 Any special design service, outside the Building Standard Allowance, such as
for a data center, acoustically sensitive environment, laboratory, etc. will be
an additional expense to be approved by Landlord.
9.4 Landlord to provide all applicable tenant finishes to Contractor for
buildout.
9.5 Contractor will provide Landlord with complete set of as built plans
including: electrical, mechanical, certified air balance report, sprinkler,
hardware and finish schedules upon completion of the project. A 10% retainage
will be held until receipt of the above.
9.6 Punchlist items must be completed within five (5) business days.
9.7 CONTRACTOR HAS REVIEWED PLANS AND IS FAMILIAR WITH THE ANY AND ALL SYSTEM
INCONSISTENCIES, INCLUDING BUT NOT LIMITED TO MECHANICAL, ELECRICAL AND LIFE
SAFETY, BETWEEN PLAND AND THE PHYSICAL SPACE.
10
RULES AND REGULATIONS
LIBERTY PROPERTY TRUST
STANDARD TENANT BUILD OUT SPECIFICATIONS
LAKEVIEW PLAZA
- Contractor must insure that all workmen are courteous and respectful to
building tenants at all times. Contractor and workmen shall not communicate
details of work directly with tenant without Landlord's approval.
- Contractor is not permitted to use any vacant space for storage of
materials or to perform any work.
- Contractor is responsible for providing subcontractors access to the space.
- Contractor and subcontractor employees shall wear uniforms or identifying
shirts.
- The main entry shall not be used for deliveries and workmen ingress/egress.
- Contractor is responsible for protecting lobby, corridors, doors/frames,
wallcovering, walls, floors, elevators
- No smoking, foul language or loud music permitted in the
building/construction space. Smoking is allowed in the exterior designated
smoking area. No congregating shall be allowed.
- Contractor and subcontractor employees must park all vehicles at a location
designated by Landlord.
- Contractor must obtain Landlord's approval for dumpster location prior to
placement. Under no circumstances shall the building dumpsters be used.
- All utility wiring and piping must be run through the interior of the
building. No wiring can be exposed on either the exterior building walls or
roof.
- Doors of suite shall remain closed during construction. Carpet dust mat
must be installed at each door and changed regularly.
- Common areas and elevators must be kept clean and cleaned daily.
Construction area must be kept broom clean.
LPT
Standard Specifications
RULES AND REGULATIONS
(CONTINUED)
LIBERTY PROPERTY TRUST
STANDARD TENANT BUILD OUT SPECIFICATIONS
LAKEVIEW PLAZA
- Noise shall be kept to a minimum. No concrete cutting, core drilling or
xxxx hammering is allowed during business hours.
- Use of chemicals, glue or machinery that causes offensive odors must be
used after normal business hours.
- House electric power shall not be utilized in non-office buildings. A
temporary meter is required.
- Final construction cleaning of suite and common area is required.
- Touch-up painting of construction area and damaged common area is required.
- Complete removal of equipment, work materials, debris, and trash must be
removed.
- Punchlist must be completed within agreed upon time frame.
- Contractor to provide any leftover materials (i.e. paint, carpet) directly
to Tenant for storage within their space. If Tenant does not desire any
additional materials, please contact Liberty Property Trust at 561/999-0310
with regard to donating overages to charity. (leftover paint cans must be
marked with suite number).
0
XXXXXXXX XXXXX
GENERAL SPECIFICATIONS
1. All labor and supervision required for the proper performance of this work,
unless otherwise specified shall be furnished by the Contractor.
2. Cleaning of the facility is to be performed five times a week, following
the work day, as per the Contract with the exception of normal company
holidays and/or Act of God conditions that render service impractical.
3. All supplies and cleaning equipment shall be provided by the Contractor and
shall be in a good operational condition. Such equipment shall be kept in a
neat, clean and orderly manner in areas designated by Tenant. In order to
avoid damage to walls, baseboards and furnishings, caution must be
exercised in the use of vacuum cleaners, mops, brooms, etc.
4. All personnel shall at all times be in uniform and wearing a clearly
visible photo ID. The individual in charge of the crew must be on-site at
all times during the operation and must be fluent in the English language.
5. At the request of Liberty Property Trust, the Contractor shall submit the
names and addresses of its personnel engaged in the work covered by this
Contract.
6. Liberty Property Trust shall have the right to require the Contractor to
remove any personnel deemed incompetent, careless, insubordinate or
otherwise objectionable or any personnel whose actions are deemed contrary
to public interest and/or inconsistent with the best interest of Liberty
Property Trust.
7. The Contractor shall be responsible to see that its personnel do not
disturb papers on desks, open or remove items from drawers, cabinets or
refrigerators or other equipment and/or furnishings. The Contractor shall
be responsible to see that its personnel do not use telephones in the
facility.
8. Toilet tissue, paper towels, sanitary products, plastic liners and hand
soap shall be provided by Contractor.
9. The Contractor shall insure that its personnel do not violate the security
of the facility by holding and/or propping entry doors open at any time.
The Contractor shall be responsible for turning off all lights and securing
all prescribed interior doors and all exterior entrances upon completion of
work assignments. The Contractor shall be responsible for its personnel
adhering to all security procedures as prescribed by Tenants. The
Contractor shall be issued keys and access cards to the facility as
appropriate and shall insure professional handling, security and
familiarity with same.
10. The Contractor shall insure the availability of key personnel on a
twenty-four hours basis and further insures that personnel shall be able to
respond to an emergency situation within one hour.
11. This Contract shall be for one (1) year and shall automatically renew on a
month-to-month basis thereafter, unless terminated under the terms of the
Contract.
12. Liberty Property Trust shall notify the Contractor in writing of any
changes in cleanable square footage that may occur during the course of the
Contract.
13. Children shall not be permitted in the building at anytime whether or nor
in the company of cleaning
CLEANING SPECIFICATIONS
OFFICE AND CUBICLE AREAS:
DAILY:
1. Empty all waste receptacles. Replace liners and transport trash to dumpster
area for disposal. ANY SPILLAGE IS TO BE CLEANED IMMEDIATELY.
2. Empty and damp wipe all ash trays, if applicable.
3. Dust all horizontal surfaces including desks, credenzas, bookcases, chairs,
file and storage cabinets, tables, pictures and frames, counters, ledges,
shelves and telephones.
4. Vacuum all carpeted traffic areas and remove minor carpet stains.
5. Using clean mop and water, damp mop all resilient tile floor surfaces.
6. Clean, sanitize and polish all drinking fountains, if applicable.
7. Remove all cobwebs, fingerprints and/or smudges from doors, walls and
ceilings.
8. Damp-wipe break room table tops and countertops; wash exterior of trash
receptacles.
9. Dust and remove cobwebs from high horizontal surfaces, partitions, walls,
ledges, moldings, shelves and pipes.
10. Detail vacuum all carpeted areas.
11. Spot clean walls, glass surfaces, doors, metalwork and switch plates.
12. Vacuum furniture.
13. Dust windowsills.
MONTHLY:
1. Dust and remove cobwebs from ceiling vents and grates.
2. Sweep and using clean mop and water, damp mop all resilient tile floor
surfaces. Remove scuff marks and/or stains from the floor. Spray buff
resilient tile floors.
Dust window blinds.
ANNUALLY:
1. Strip and refinish resilient tile floors.
CLEANING SPECIFICATIONS
RESTROOMS:
DAILY:
1. Sweep floor surfaces.
2. Using clean mop and clean solution, wet mop floor surface with germicidal
detergent solution. Deck brush under urinals and behind toilets.
3. Remove gum, tar and other foreign substances from all surfaces.
4. Clean and sanitize countertops.
5. Remove all fingerprints, smudges and marks from walls, stalls, doors and
light switches.
6. Polish all stainless steel/chrome/metalwork fixtures and dispensers.
7. Clean and polish mirrors, glass, frames, shelves, lavatories and soap
dispensers.
8. Wash and sanitize interior and exterior of all lavatories, toilet bowls and
urinals using a combination cleaner/disinfectant/deodorizer.
9. Empty and sanitize all waste and sanitary napkin receptacles. Replace
liners and remove to dumpster for disposal.
10. Spot clean walls around lavatories, towel dispensers, urinals, toilets,
partitions and door frames.
11. Hand dust and clean all doors and frames, partitions and tops of ledges
using soft cloth on wood surfaces.
12. Remove cobwebs from walls and ceilings.
13. Refill all toilet tissue, soap, sanitary napkin, seat liners and towel
dispensers.
14. Dust and remove cobwebs from high horizontal surfaces, partitions, walls,
ledges, moldings, shelves and pipes.
MONTHLY:
1. Clean and sanitize all floor drains, ventilating grills, exhaust fans and
ducts.
2. Wash and sanitize walls, partitions, doors and trim. Pay special attention
to areas behind toilets.
3. Clean baseboards.
4. Machine scrub floors, detail baseboards and around toilets and partitions,
mop and polish (wax, if applicable)
5. Clean all partitions.
EXHIBIT "H"
THIS INSTRUMENT WAS PREPARED BY:
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MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE ("Memorandum of Lease") is made as of the ____ day
of ______, 2004, by and between ____________________, whose post address is
_______________________ (hereinafter referred to as the "Landlord"), and
_________________________, whose post office address is ___________ (hereinafter
referred to as the "Tenant").
WITNESSETH:
1. That by Lease Agreement of even date hereof (the "Lease"), Landlord has
demised and leased to Tenant and Tenant has rented from Landlord that certain
real property located at ____________________, in the City of _______, _______
County, Florida, as more particularly described in Exhibit "A" attached hereto
and made a part hereof (the "Premises"), and the rights and privileges granted
to Tenant in the Lease.
2. The initial term of the Lease will commence on _______, 200__, and shall
continue through and including______, subject to early termination of the Lease
as provided in the Lease. The Lease also provides for____(__)_____(__) year
options to extend the term of the Lease as provided in the Lease.
3. Pursuant to Florida Statutes Section 713.10 (2002), notice is hereby
given that the Lease includes the following provision:
[__ Landlord's Interest Not Subject to Liens. All persons to whom
these presents may come are put upon notice of the fact that Tenant
shall never, under any circumstances, have the power to subject the
interest of Landlord in the Premises to any mechanics' or
materialmen's lien or liens of any kind. All persons who may
hereafter, during the continuance of this Lease, furnish work, labor,
services or materials to the Premises upon the request or order of
Tenant, or any person claiming under, by or through Tenant, must look
wholly to the interest of Tenant and not to that of Landlord.]
4. For all other terms and provisions of the Lease, reference is hereby
made to the Lease itself, and all persons are hereby placed on notice of the
existence of the Lease and of its terms and provisions. The Lease and exhibits
thereto are hereby incorporated by reference in this Memorandum of Lease. In the
event of any conflict between the provisions of this Memorandum of Lease and the
Lease, the provisions of the Lease shall govern, control and prevail.
5. Upon termination or expiration of the Lease, the Landlord may
unilaterally execute and record a termination of this Memorandum of Lease which
shall terminate and release this Memorandum of Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Memorandum of
Lease to be duly executed and sealed as of the date first above written.
Witnesses: LANDLORD:
, a
-------------------------- ----------
By:
------------------------------
-------------------------------
Print Name: Print Name:
------------------- ----------------------
Title:
---------------------------
Print Name:
-------------------
TENANT:
, a
------------------------- -----------
By:
------------------------------
-------------------------------
Print Name: Print Name:
------------------- ----------------------
Title:
--------------------------
Print Name:
-------------------
[ACKNOWLEDGMENTS APPEAR ON NEXT PAGE]
STATE OF FLORIDA )
)SS:
COUNTY OF _______)
The foregoing instrument was acknowledged before me this ______ day of
_____, 2004, by _____________ as the _________ of _____________________, a
________, on behalf of said entity. He/She is personally known to me or has
produced _______________ as identification.
----------------------------------------
Print Name:
----------------------------
Notary Public
State of Florida
My Commission Expires:
STATE OF FLORIDA )
)SS:
COUNTY OF _______)
The foregoing instrument was acknowledged before me this _______ day of
_______, 2004, by ____________ as the __________ of ____________________, a
_________, on behalf of said entity. He/She is personally known to me or has
produced _______________ as identification.
----------------------------------------
Print Name:
----------------------------
Notary Public
State of Florida
My Commission Expires:
EXHIBIT "A"
LEGAL DESCRIPTION
[TO BE ATTACHED]
EXHIBIT "I"
FORM OF LETTER OF CREDIT
[DATE]
BENEFICIARY: LIBERTY PROPERTY LIMITED PARTNERSHIP
00 XXXXXX XXXXXX XXXXXXX, XXXXX 000
XXXXXXX, XX 00000
IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____________
EXPIRATION DATE:
AMOUNT: $________
Gentlemen:
We hereby authorize you to draw on us for the account of NationsHealth
Supply L.L.C., having an address of ______________________________________, up
to the aggregate amount of $_____________, available 100% at sight by your
drafts presented at __________________ and accompanied by:
A written statement, purportedly signed by an authorized partner of Liberty
Property Limited Partnership, reading: "I certify that NationsHealth Supply
L.L.C. ("Tenant") is in default of its obligations to Liberty Property Limited
Partnership ("Landlord"), relative to the Lease Agreement by and between Tenant
and Landlord dated _______, 2004 and such default has continued beyond
applicable notice and/or cure periods contained in the Lease (the "Lease").
Therefore, the amount of the enclosed draft is due and payable to Landlord."
Drafts must be drawn and negotiated no later than ______________, or any
future automatically extended date. Each draft must state that it is "Drawn
under Letter of Credit No. _________ dated ________________________." This
original signed Letter of Credit must be presented at the time of presentation
of any such draft. Partial draws shall be permitted; thereupon, this Letter of
Credit shall be reduced, without amendment, by the amount(s) drawn hereunder.
This Letter of Credit shall be automatically renewed, without amendment,
for additional one-year periods from the present or each future expiration date
unless we have notified you in writing, not less than sixty (60) days before
such expiration date, that we elect not to renew this Letter of Credit. Our
notice of such election shall be sent to you via certified mail, or other
receipted means of delivery, to the above mentioned address. Upon receipt of
such notice, and in the event that Tenant fails to provide a replacement Letter
of Credit, in a form that is acceptable to you, you may draw hereunder by means
of your drafts on us at sight, in the manner described above.
We hereby agree with the drawers, endorsers and bona fide holders of all
drafts drawn under and in compliance with the terms of this credit that such
drafts will be duly honored upon presentation and delivery of documents as
specified.
This Letter of Credit is transferable, without charge, to any transferee
that Landlord states, in writing to us, has succeeded Landlord as beneficiary
under this Letter of Credit in connection with Landlord's assignment of the
Lease. Transfer of the available balance under this Letter of Credit shall be
effected by our issuance of a replacement Letter of Credit in substantially the
same form of this Letter of Credit reflecting the transferee as the beneficiary,
subject to the delivery to us of the original of this Letter of Credit and
Landlord's statement, referencing this Letter of Credit, stating (1) Landlord's
direction that we transfer this Letter of Credit to the transferee, and (2) the
name and street address of the transferee.
This Letter of Credit sets forth in full the terms of our undertaking and
shall not in any way be modified, amended, or amplified by reference to any
document, instrument, or agreement referred to herein or in which this Letter of
Credit is referred to or to which this Letter of Credit relates and any such
reference shall not be deemed to incorporate herein by reference any document,
instrument, or agreement.
This Letter of Credit is issued subject to the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International Chamber of Commerce,
Publication No. 500 (UCP). To the extent applicable provisions of the UCP are
not in conflict, in which case applicable provisions of the UCP shall prevail,
this Letter of Credit shall be governed by and construed in accordance with the
laws of the United States of America and the State of Florida including the
Uniform Commercial Code as in effect in the State of Florida.
Sincerely,
In case of inquiries issuance, amendments or payments on this Letter of Credit,
please contact our Letter of Credit Department at _________________.
