EXHIBIT 10.1
LEASE AGREEMENT
THIS AGREEMENT, entered into this 21 day of December, 1998, between COLONY
CORPORATE CENTRE, INC. OR ITS ASSIGNS, whose address is 13356 Rosewood Lane,
Naples, FL 34119, hereinafter called the "Lessor" or "Landlord", and OLD FLORIDA
BANK whose address is Post Office Box 61279, Fort Myers, FL 33906-1279,
hereinafter called the "Lessee" or "Tenant".
WITNESSETH, that, under the terms and conditions hereafter set forth, the Lessor
does lease unto the Lessee, and Lessee does hereby hire and take as Tenant under
this Lease, 24201 Walden Center Drive, Bonita Springs, FL 34134 (the "Premises")
located in Lee County, Florida, to be used and occupied by the Lessee solely for
the operation of a Bank and drive-in teller facility and Banking purposes, and
for no other purposes or use whatsoever for a term of five (5) years beginning
on February 1, 1999 ("Commencement Date") and ending January 31, 2004. Lessee
acknowledges that it has fully inspected the Premises and shall accept the
Premises as being suitable for the use specified above. Lessee shall have four
(4) five (5) year renewal options, as set forth in the Option Term attached
hereto. The legal description of the building is more particularly described in
Exhibit "A," annexed hereto and made a part hereof (the "Property"). The
premises are more particularly described on the floor plans and site plan
annexed hereto and made a part hereof as Exhibits "B" and "C" respectively. All
parking and driveway facilities serving the Building shall, for the purpose of
this lease, be considered to be a part of the "Building" and defined within said
term.
For each year of the term hereof the rent shall be the base sum of $62,502.96
which the Lessee hereby agrees to pay in equal installments of $5,208.58 per
month, plus applicable sales and use taxes, payable without demand, in advance,
on the 1st day of each and every month. Rent checks made payable to "Colony
Corporate Centre, Inc." will be paid at the office of Joseph E. D'Jamoos, 13356
Rosewood Lane, Naples, FL 34119 or at such other place and to such other person
as Lessor may from time to time designate in writing. It is understood and
agreed that the rental, which is at the rate of $16.84 per square foot per year,
is based upon approximately 3,711 square feet of rental area plus 1,500 square
feet of drive-in teller facility.
Lessor acknowledges payment and receipt of $5,208.58 as the first month's rental
installment, and $5,208.58 as the last month's rental installment.
At the end of the first and each succeeding Lease Year, during the initial term
or any renewal hereof, the annual base rent for the second and each succeeding
Lease Year shall be recalculated and increased by three percent (3%) over the
prior year.
Lessee shall pay to Lessor monthly, as and when rent is paid (plus rental sales
tax thereon if applicable) and in addition thereto, Lessee's pro rata share
(based on Lessee's percentage of the gross leasable space of the Building) of
all common expenses incurred by Lessor in the operation of the Building, Common
expenses shall include but not be limited to real estate taxes or other
impositions imposed by governmental authority relating to the Building; hazard,
flood, and liability insurance relating to the Building; the expenses for the
maintenance of the exterior of the Building; including painting; Building master
sign maintenance; paving, lighting, striping, and repairing of the parking lot;
all other exterior lighting and light bulb replacement relating to the common
areas of the Building; maintenance of the lawns and shrubbery; removal of
surface water and water, sewer and garbage; exterminating; maintenance of
sidewalks and areas common to all occupants of the Building; common utilities
and policing. Lessor may establish a common expense reserve to cover the cost of
painting the Shopping Center and resurfacing and striping the parking area as
required, which maintenance is anticipated approximately at four (4) year
intervals. Such cost will be paid monthly, as indicated, unless Lessor elects to
bill Lessee every other month, or on a quarterly basis. Lessee will reimburse
Lessor for such pro rata charges within ten (10) days from receipt of a bill
therefor from Lessor. Should said charges for rent and/or maintenance herein
provided for at any time remain due and unpaid for the space for ten (10) days
after the same shall have become due, the Lessor may at its option and without
limiting any other right or remedy consider the Lessee in default and
immediately re-enter upon the Premises and the entire rent for the rental period
then next ensuing shall at once be due and payable and may forthwith be
collected by distress or otherwise. Should the Lessee install any specialized
equipment requiring additional air conditioning or extraordinary electrical
power change, then, in that event, such additional air conditioning or
extraordinary power usage shall be separately metered at Lessee's expense and
the Lessee shall be directly responsible for the payment of such additional
charge. Lessee shall provide for the demised Premises an Underwriters Laboratory
approved fire extinguisher for Class A, B, and C fires.
The parties further agree as follows:
1. NO ASSIGNMENT OR ALTERATIONS
Lessee shall not assign or encumber this Lease, nor sublet the Premises, or any
part thereof, nor use or permit the use of the Premises for any purpose other
than above provided, nor make any alteration or additions thereto, without the
written consent of Lessor. Lessee agrees that any approved sublease of all or a
part of the demised Premises will provide that 50% of any rental paid by
Sublessee in excess of the rental paid by Lessee hereunder for such subleased
space, shall be paid to the Lessor
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as additional rental under this Lease. No additions, fixtures or improvements
may be made by Lessee without Lessor's written consent. Such additions, fixtures
and improvements, except moveable office furniture, shall become the property of
the Lessor upon termination of this Lease and shall remain upon the Premises.
Assignment approval of this Lease by Lessor shall be conditioned on the
reimbursement to Lessor for legal expenses which are incurred in Lessor's review
of the documents effecting assignment and on Assignee's assumption of payment
responsibility for common area or additional rent. Any partial or estimated
payment toward common area or additional rent charges upon assignment of this
Lease shall not relieve Assignee from future payment of additional rent
following determination by Lessor of the actual pro rata charges due from the
Premises for the Lease Year during which the Lease assignment occurred.
2. PERSONAL PROPERTY - NEGLIGENCE OF OTHERS
All personal property placed or moved in the Premises above described shall be
at risk of the Lessee and owner thereof. Lessor shall not be liable for any
damage to such personal property, or to the Lessee arising from any act of
negligence of any co-tenant or occupants of the Building or of any other person.
3. USE AND OCCUPANCY - COMPLIANCE WITH
LAWS AND REGULATIONS
Lessee, in the use and occupancy of the Premises, shall promptly comply with all
statutes, ordinances, rules, orders, regulations and requirements of any
governmental agency with authority in respect of the Premises or Lessee's use
thereof, Lessee shall not do or permit any act which will conflict with
provisions of any insurance policies covering said Premises or improvements.
Lessee will not use or permit to be used any part of the demised property for
any immoral, dangerous, noxious or offensive purposes and will not cause or
maintain any nuisance in or about the Premises.
4. DESTRUCTION OF PREMISES
If the premises are destroyed or so damaged by fire or other casualty during the
term of this Agreement, thereby becoming untenantable, Lessor shall have the
right to render said Premises tenantable by repairs within one hundred eighty
(180) days therefrom, and Lessee shall not be obligated to pay any rent during
the period of time that the Premises are untenantable. If the Premises are not
rendered tenantable within such time, either party then has the option to cancel
this Lease, and if the Lease is so cancelled, the rent shall be paid only to the
date of such casualty. The cancellation herein contemplated shall be effected by
written notice directed to the other party.
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5. DEFAULT BY LESSEE
The following events shall be deemed to be events of default by Lessee under
this Lease:
(a) Lessee fails to pay any rentals or other payments when due, and such
failure shall continue for ten (10) days after the date such rent is
due, or
(b) Lessee fails to comply with any of the other terms, covenants or
obligations of this Lease on Lessee's part to perform hereunder, and
such failure has not been cured within twenty (20) days after written
notice thereof from Lessor; or
(c) Lessee shall fail to occupy the Premises on the commencement date as
fixed herein, or any time thereafter, or shall fail to remain open for
business throughout the term of this Lease as hereinabove provided; or
(d) At any time during the term hereof should there be filed by or against
Lessee or against any successor Lessee then in possession, in any
court, pursuant to any statute, either of the United States or any
state, a petition in bankruptcy alleging insolvency, for
reorganization, for the appointment of a receiver or trustee, for an
arrangement under the Bankruptcy Acts, or if a similar type of
proceeding shall be filed and any such petition or filing against
Lessee has not been dismissed within a period of twenty (20)days; or
(e) Lessee makes or proposes to make an assignment for the benefit of
creditors; or
(f) Lessee does, or permits to be done, any act which creates a mechanics'
lien or claim therefor against the Premises or the Building and such
lien or claim is not removed within fifteen (15) days from the date of
filing of such lien or claim; or
(g) Lessee falsifies any monetary report to Lessor; or
(h) Lessee fails to furnish Lessor with a copy of any insurance policy or
certificate thereof required to be furnished by Lessee to Lessor when
due and such failure shall continue for thirty (30) days after written
notice from Lessor; or
(i) Lessee or any guarantor of this Lease experiences adverse and material
change in financial circumstances as determined by Lessor in the
exercise of its sole discretion.
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In the event of any default by Lessee under this Lease or if Lessor becomes
entitled to terminate this Lease, the Lessor, without limiting any other right
or remedy, shall, if the default is other than nonpayment of rent, serve on the
Lessee written notice of such default and Lessee shall have ten (10) days after
receipt of such notice to correct such default, If the default is the failure to
pay rent, or other monetary sums, Lessor shall not be required to notify Lessee,
The failure to correct such default within the ten (10) day period or to pay
such rent or other sums, shall cause this Lease to expire at the end of the ten
(10) day period, and the term hereof shall terminate as fully and completely as
if the date of expiration of the ten (10) day period were the day herein
definitely fixed for the termination of this Lease and the balance of the rent
for the full term of this Lease shall be due and payable. The Lessee shall then
quit and surrender the Premises to the Lessor without release of any liability
of the Lessee under this Lease. If this Lease shall have been so terminated,
Lessor may at any time thereafter resume possession of the Premises by any
lawful means and remove Lessee or other occupants and their effects.
In the event the Lessee issues any check to the Lessor that does not clear the
bank, a charge of Fifty Dollars ($50.00) will he levied against the Lessee.
6. LESSOR'S RIGHT TO ENTRY SUBJECT TO
FDIC AND STATE BANKING REQUIREMENTS
In the event of any default by the Lessee under this Lease or if the Lessee
shall abandon or vacate said Premises before the end of the term of this Lease,
the Lessor may, at his option and without limiting any other right or remedy,
enter said Premises as the agent of the Lessee by force or otherwise, without
being liable in any way therefor, and relet the Premises as the agent of Lessee,
at such price, terms and duration as the Lessor may elect, and receive rent
therefor, applying the same to the payment of the rent due under this Lease
Agreement, and if the full rental herein provided shall not be realized by
Lessee over and above the expenses to Lessor in such reletting, the Lessee shall
pay any deficiency.
Notwithstanding any other provisions contained in this Lease, in the event the
Lessee is closed or taken over by the banking authority of the State of Florida,
or other financial institution supervisory authority, the Lessor may terminate
the Lease only with the concurrence of such banking authority or other bank
supervisory authority, and any such authority shall in any event have the
election either to continue or to terminate the Lease: Provided, that in the
event this Lease is terminated, the maximum claim of Lessor for damages or
indemnity for injury resulting from the rejection or abandonment of the
unexpired term of the
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Lease shall in no event be in an amount exceeding the rent reserved by the
Lease, without acceleration, for the year next succeeding the date of the
surrender of the premises to the Lessor, or the date of re-entry of the Lessor,
whichever first occurs, whether before or after the closing of the institution,
plus an amount equal to the unpaid rent accrued, without acceleration up to such
date.
7. ATTORNEY'S FEES AND COLLECTION COSTS
If any legal matter, dispute, action or proceeding exists or is commenced by
Lessor to enforce Lessee's obligations under this Lease, Lessee shall be liable
for and shall pay Lessor for the expense of Lessor's attorney's fees in such
matter unless said dispute, action or proceeding is adjudicated and then in such
an event, the non-prevailing party shall be liable for and shall pay the expense
of the prevailing party's attorney's fees and court costs, If either party
hereto without fault is made a party to any litigation instituted by or against
any other party to this Lease, such other parties shall indemnify and hold
harmless Lessor or Lessee, as the case may be, against all costs and expenses,
including reasonable attorney's fees incurred in connection therewith.
"Attorney's fees", as referred to in this Lease, shall include fees incurred by
Lessor after an occurrence of a monetary or non-monetary default or after the
recognition of an issue by Lessor deemed significant enough in the exclusive
judgment of Lessor to be the basis of any legal action, whether or not such
action is commenced, that seeks any type of relief or declaratory judgment,
which shall include fees and expenses of its attorneys for all legal services,
negotiation services and collection services through trial and appeal, and such
fees shall be payable by Lessee as additional rent.
8. INDIVIDUAL UTILITIES
Lessor has provided individual air conditioning equipment and interior lighting
equipment for the Premises, Lessee agrees to maintain and repair said air
conditioning equipment (including but not limited to the semi-annual replacement
of filters and cleaning of drip pans) and to pay all costs of replacement of
lamps, tubes, ballasts, starters, transformers and electricity to operate said
air conditioning and interior lighting equipment through separate meter
billings, The Lessee shall be responsible for maintaining, repairing and/or
replacing compressors, condensers and air handlers relating to the air
conditioning equipment. Lessee will pay all utility expenses of the Premises
which are separately metered and any unmetered utilities will be included in
reimbursement costs of Lessor for common expenses as set forth above,
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9. EXTERIOR APPEARANCE
Lessee agrees to maintain all show and display windows in a clean and orderly
condition, and to decorate said show and display windows in an attractive
professional manner.
Lessor shall keep and maintain the foundation, exterior walls and roof of the
Building in which the leased Premises are located and the structural portions of
the leased Premises, which were installed by Lessor, exclusive of doors, door
frames, door checks, windows and exclusive of window frames located in exterior
Building walls, in good repair except that Lessor shall not be called upon to
make any such repairs occasioned by the act or neglect of Lessee, its agents,
employees, invitees, licensees or contractors.
Lessee shall keep and maintain in good order, condition and repair (including
any such replacement and restoration as is required for that purpose) the leased
Premises and every part thereof and any and all appurtenances thereto wherever
located, including, but without limitation, the exterior and interior portion of
all doors, door checks, windows, plate glass, store front, and any work
performed by Lessee.
10. GLASS
Lessee shall replace, at the expense of Lessee, any and all plate and other
glass damaged or broken for any cause whatsoever, in and about the Premises.
Lessee shall insure and keep insured at his sole expense all plate and other
glass in the Premises, for and in the name of the Lessor, A certificate of said
insurance shall be furnished to Lessor.
11. OUTSIDE AREA MAINTENANCE
Any outside area immediately adjoining the Premises shall be kept clean and free
from dirt and rubbish by Lessee, and Lessee shall not permit any obstruction or
place any merchandise in such outside area.
12. PARKING LOT
Lessor shall maintain the driveway and parking areas, and shall maintain the
grounds and landscaping as a common expense. Lessee and his patrons shall have
the non-exclusive use of driveway and parking areas, but Lessor reserves the
right to impose reasonable regulations for the common benefit of all persons
occupying the rental units located in the Building.
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13. LESSOR'S RIGHT OF ENTRY FOR INSPECTION
AND MAINTENANCE
Lessor, or his agents, shall have the right to enter Premises during all
reasonable hours to examine the same, to make such repairs, additions or
alterations as may be deemed necessary for safety and comfort of tenants, their
employees and patrons, and for the preservation and maintenance of the Building,
or to exhibit the Premises, and to place on the doors or windows thereof a
notice "FOR RENT" at any time within sixty (60) days before the expiration of
this Lease, The right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations, or additions, which do not conform to
this Agreement, or to the rules and regulations of the Building, Lessor shall
further have the right to enter the Premises at all reasonable times to show the
Premises to prospective purchasers, mortgagees or tenants.
14. REPRESENTATIONS BY LESSEE
Lessee hereby acknowledges that neither the Lessor nor the Lessor's agent have
made any representations or promises in respect to the Premises other than those
herein. Lessee accepts the Premises in the condition existing at the beginning
of this Lease and agrees to maintain Premises in the same condition, order and
repair excepting only reasonable wear and tear arising from use under this
Agreement, and to make good to said Lessor immediately upon demand, for damage
to water apparatus, electric lights, or any fixture, appliances or appurtenances
of the Premises, or of the Building, caused by an act of neglect of Lessee, his
employees, agents, or invitees.
15. NO LIABILITY OF LESSOR
It is expressly agreed by the parties that Lessor shall not be liable for any
damage, injury or death, which may be sustained by Lessee, its agents, servants,
employees, customers and invitees, or other persons, resulting from the
intentional acts, carelessness, negligence or improper conduct on the part of
any other tenants (or such tenants, servants, employees, agents, or invitees),
or by reason of the breakage, leakage, or obstruction of the water, sewer or
other pipes, or any other leakage or condition, or action of whatever nature or
cause, in or about the Building.
16. LATE FEES
In the event Lessee fails to pay Lessor when due any installment of rental or
other sum to be paid to Lessor which may become due hereunder, Lessor will incur
additional expenses in an amount not readily ascertainable and which has not
been elsewhere provided
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for between Lessor and Lessee, If Lessee should fail to pay Lessor within ten
(10) days of when due any installment of rental or other sum to be paid
hereunder, Lessee will pay Lessor on demand a late charge of five percent (5%)
thereof or One Hundred and Fifty Dollars ($150.00), whichever is greater,
Failure to pay such late charge upon demand therefor shall be an event of
default hereunder. Provision for such late charge shall be in addition to all
other rights and remedies available to Lessor hereunder or at law and shall not
be construed as liquidated damages or limiting Lessor's remedies in any manner,
In addition, any and all sums remaining unpaid shall accrue interest at the rate
of twelve percent (12%) per annum commencing on the due date for any such
payment. In the event Lessee fails to furnish Lessor with a copy or certificate
of any insurance policy when due and such failure shall continue for fifteen
(15) days after written notification from Lessor, Lessor may assess and collect
an administrative fee of Five Dollars ($5.00) for each day said policy or
certificate has not been received in the office of Lessor at the close of each
business day.
17. BINDS, SUCCESSORS AND ASSIGNS
This contract shall bind the parties, their successors, and assigns,
18. TIME IS OF THE ESSENCE
Time is of the essence as to all the terms of this Agreement.
19. WRITTEN NOTICE
Written notice, mailed or delivered to the Premises leased hereunder shall
constitute sufficient notice to the Lessee and written notice mailed or
delivered to the office of the Lessor shall constitute sufficient notice to the
Lessor, as to all instances herein contemplating notice. Any such notice shall
be deemed given when so mailed or delivered.
For purposes of this agreement, notice shall be sent to:
Lessee Lessor
Nicholas J. Panicaro Joseph D'Jamoos
Old Florida Bank Colony Corporate Centre, Inc.
P. 0. Box 61279 13356 Rosewood Lane
Fort Myers, FL 33906 Naples, FL 34119
20. RIGHTS CUMULATIVE
The rights of the parties shall be cumulative. The failure of either party to
insist on a strict performance of any provision herein is not a waiver of such
provision in any other instance.
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21. CUSTOM CHARGES FOR LESSEE'S ACCOUNT
Any charges of Lessor for services, or for work done on the Premises by order of
the Lessee, or otherwise accruing under this contract shall be considered as
rent due and shall constitute a lien for rent due and unpaid.
22. SIGNS, ADVERTISING AND BUILDING NAME
Lessee shall submit to Lessor for its approval, and Lessor shall have the right
to disapprove any sign or other type of advertising (pennants, etc.), if in
Lessor's opinion it is not in keeping with the overall Building architecture,
color and graphic scheme. Lessor reserves the right to change the name of the
Building at any time. All Lessee signs shall be kept in good condition and in
proper operating order at all times at Lessee's expense.
Lessor may adopt any name for the Building and reserves the right to change the
name and/or the address of the Building at any time. The Lessee shall have the
right to erect its name and place such signs on the exterior of the building and
at property entrances, as it deems appropriate, subject to securing the consent
of the Lessor for aesthetic approval. Consent will not be unreasonably withheld.
Lessor agrees the Lessee shall have an exclusive right to operate a retail
banking facility in the building. Lessor approves Lessee's customary signage
utilized by it in locations of this type. Lessee shall share equally with WCI
Communities signage on the building. Lessor consents to additional directional
and promotional signage related to the drive-in teller facility hereinafter
referred to.
23. EMINENT DOMAIN
If the whole or any substantial part of said Premises be acquired or condemned
by eminent domain for any public or quasi-public use or purpose, the term of
this Lease shall terminate from the date of the vesting of title in such
proceeding; and the Lessee shall not be entitled to any part of the award.
24. WAIVER OF JURY TRIAL
The parties (to the fullest extent permitted by law) waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties against the
other on any matters arising out of this Lease or the relationship of Landlord
and Tenant. This Lease shall be governed by and construed in accordance with the
laws of the State of Florida.
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25. LESSOR'S RELEASE FROM LIABILITY
UPON SALE OF BUILDING LEASE
The term "Lessor" in this Lease means only the owner, or the mortgagee in
possession, for the pertinent time, of the land and Building (or the owner of a
lease of the Building or of the land and Building) of which the herein leased
Premises form a part, so that in the event of any sale or sales of the land and
Building or of said lease, or in the event of a lease of the Building, or of the
land and Building, all persons (including the signature Lessor hereof) who were
in the status of Lessors prior to such sale or leases shall be and hereby are
entirely freed and relieved of all promises and obligations on the part of the
Lessor hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser, at any such sale, or the Lease of the Building or of the land and
Building that the purchaser or the Lessee of the Building has assumed and agreed
to carry out any and all covenants and obligations of the Lessor hereunder. In
the event of such sale or transfer, Lessee agrees to attorn unto the new owner.
26. INDEMNIFICATION, HOLD-HARMLESS AND INSURANCE
Lessee agrees to indemnify and exonerate Lessor from any and all claims, demands
and causes of action and any expenses incurred by the Lessor (including, without
limitation, attorney's fees) in defense of such claims, demands and causes of
action, arising during the term of this Lease, on or within the Premises or
common areas or from any act or omission of the Lessee, its agents,
representatives, employees, visitors, or persons of whatever kind, in connection
with the Lessee's use of or operations in connection with said Premises or
common areas, Additionally, the Lessee, at its own expense, shall maintain
through the entire term of this Lease, in favor of the Lessor, as well as the
Lessee, general public liability insurance coverage of not less than $500,000 in
respect of bodily injury or death to any one person, and not less than
$1,000,000 in respect of any one accident, and property damage insurance of not
less than $300,000, such insurance to be placed with an insurance company
acceptable to the Lessor and waiving subrogation rights against Lessor; and the
Lessee shall deliver such insurance policy or a certificate of such policy to
the Lessor, with a statement by the insurer that the insurer will notify Lessor
of any modifications as to such coverage. In no event shall Lessor be liable for
any injury, death or damage to any persons or property on the Premises.
The indemnification provided herein also applies to any mechanic's liens or
liens for improvements which were brought about by any act of Lessee.
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Any liens filed with respect to work performed at the direction of Lessee shall
attach only to Lessee's estate hereunder.
27. ESTOPPEL CERTIFICATE
At any time, and from time to time, upon the written request of Lessor or any
mortgagee, Lessee, within ten (10) days of the date of such written request,
agrees to execute and deliver to Lessor and/or such mortgagee, without charge
and in a form satisfactory to Lessor and/or said mortgagee, a written statement:
(a) ratifying this Lease; (b) confirming the commencement and expiration dates
of the term of this Lease; (c) certifying the Lessee is in occupancy of the
demised Premises, and that this Lease is in full force and effect and has not
been modified, assigned, supplemented or amended, except by such writings as
shall be stated; (d) certifying that all conditions and agreements under this
Lease to be satisfied and performed have been satisfied and performed, except as
shall be stated; (e) certifying that Lessor is not in default under this Lease
and there are no defenses or offsets against the enforcement of this Lease by
Lessor, or stating the defaults and/or defenses claimed by Lessee; (f) reciting
the amount of advance rental, if any, paid by Lessee and the date to which
rental has been paid; (g) reciting the amount of security deposited with Lessor,
if any, and (h) any other information which Lessor or the mortgagee shall
require.
28. NO RECORDATION
This Lease shall not be recorded, nor shall the existence of this Lease he
mentioned by Lessee in any recorded document except at request of Lessor.
29. GRAMMATICAL USAGE
(a) Where the context requires, gender and number shall be deemed
interchangeable.
(b) If Lessee is composed of several persons, they shall be jointly and
severally liable for the obligations of Lessee. If Lessee is a
partnership, the partners as well as the partnership shall be jointly
and severally liable for obligations of Lessee.
30. CREDIT REPORTS
At any time or times during the term of this Lease, Lessor may request and
obtain from any entity or person chosen by the Lessor, in its sole discretion, a
credit report evidencing the credit history and creditworthiness of Lessee.
Lessee hereby waives any and all claims against Lessor, its employees or agents
arising from or related to the use "in the ordinary course of
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business" of the information, including, without limitation, communication of
the same with third parties or confirmation of the same with third parties; said
waiver by Lessee shall not be effective in the event the use of such credit
information by Lessor, its employees and agents, is made in a grossly negligent
or willful and wanton manner.
31. RADON GAS
The Florida Statutes require that all leases of buildings or building space
include the following notice:
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.
32. LEASE - ENTIRE AGREEMENT
This Lease constitutes the entire agreement between the parties, No
representations, warranties or promises pertaining to this Lease or any property
affected by this Lease have been made by, or shall he binding on, either of the
parties, except as expressly stated in this Lease. This Lease cannot he changed
orally, but only by an agreement in writing signed by the party against whom
enforcement of any such change is sought.
33. RELATIONSHIP OF THE PARTIES
Nothing herein contained shall be deemed or construed as creating the
relationship of principal and agent or of partnership or joint venture between
the parties hereto; it being understood and agreed that neither the method
computing rent nor any other provision contained herein nor any acts of the
parties hereto shall be deemed to create any relationship between the parties
other than that of Lessor and Lessee.
34. SUCCESSORS, ASSIGNS AND LIABILITY
The terms, covenants, conditions and agreements herein contained and as the same
may from time to time hereafter be supplemented, modified or amended, shall
apply to, bind, and inure to the benefit of the parties hereto and their
respective successors, legal and personal representatives and assigns. In the
event either party now or hereafter shall consist of more than one person, firm
or corporation, then and in such event all such persons, firms and/or
corporations shall be jointly and severally liable as parties hereunder.
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Lessee agrees that it shall look solely to the estate and property of the Lessor
in the land and Building, comprised of the Building which the demised Premises
are a part, for the collection of the judgment (or any other judicial process)
requiring the payment of money by Lessor in the event of any default or breach
by Lessor and no other property or estates of Lessor shall be subject to levy,
execution or other enforcement procedures for the satisfaction of Lessee's
remedies.
35. RULES AND REGULATIONS
Lessor reserves the right from time to time to adopt and promulgate rules and
regulations applicable to the demised Premises and the Building and to amend and
supplement such rules and regulations. Notice of such rules and regulations and
of any amendments and supplements thereto shall be given to Lessee and Lessee
agrees thereupon to comply with and observe all such rules and regulations,
provided that the same shall to the extent practicable be applied uniformly to
all of the tenants in the Building.
36. AGENCY DISCLOSURE
As per Chapter 475 and Florida Statute 404.056, Andrews Realty Group is by this
document giving notice to the Lessee that it is the agent and representative of
Joseph E. D'Jamoos or his Assigns.
The undersigned(s) acknowledges that this written notice was received before the
undersigned(s) signed a contractual offer or lease agreement, in compliance with
475.25(l)(q), Florida Statutes, and Rule 21V-10.033, Florida Amendment Code.
37. OTHER PROVISIONS
(a) Lessor will provide the base shell plus Twenty-Two Dollars ($22.00) per
square foot for tenant improvements. Lessee is responsible for all
costs in excess of Twenty-Two Dollars ($22.00) per square foot.
(b) Lessee shall be responsible for the cost of air conditioning units and
all maintenance thereon.
(c) This Lease is contingent upon and subject to Old Florida Bank receiving
approval from the Florida Department of Banking and the FDIC.
(d) Legal Description. See attached as Exhibit "A".
(e) Site Plan and Schematics. See attached as Exhibits "B" and "C".
-14-
IN WITNESS WHEREOF, the parties have executed and delivered this lease on the
date first above written.
WITNESSES: LESSOR:
COLONY CORPORATE CENTRE, INC.
or its Assigns
/s/ Karl L. Johnson BY: /s/ Joseph E. D'Jamoos
- --------------------------------- ----------------------------------------
Printed Name: Karl L. Johnson Printed Name: Joseph E. D'Jamoos
------------------- --------------------------
Title: President
--------------------------------
/s/ NJ Panicaro
- ---------------------------------
Printed Name: NJ Panicaro Date: 12/21/98
------------------- ----------------------------------
LESSEE:
OLD FLORIDA BANK
/s/ Karl L. Johnson By: /s/ Larry Johnson
- --------------------------------- ----------------------------------------
Printed Name: Karl L. Johnson LARRY JOHNSON
------------------- President
/s/ NJ Panicaro
- ---------------------------------
Printed Name: NJ Panicaro Date: 12/21/98
------------------- ----------------------------------
-15-
OPTION TERM
Lessee shall have the right, to be exercised as hereinafter provided, to extend
this Lease for four (4) five (5) year options provided no default is existing or
continuing in the performance of any of the terms of this Lease, at the time of
exercise, or at commencement of this Option Term. Lessee shall exercise its
right to a renewal in the following manner:
(1) FIRST OPTION TERM:
Lessee shall notify Lessor, in writing, not less than twenty-four (24)
months prior to the expiration of the initial term, that it is not
going to exercise its first Option Term. Failure to notify the Lessor
in writing prior to the expiration of the twenty-four (24) months shall
constitute an automatic exercise and renewal of the first Option Term.
SECOND OPTION TERM:
At least six (6) months and not more than nine (9) months prior to the
expiration of the initial term, Lessee shall notify Lessor in writing
of its election to exercise second Option Term.
THIRD OPTION TERM:
At least six (6) months and not more than nine (9) months prior to the
expiration of the first Option Term, Lessee shall notify Lessor in
writing of its election to exercise the third Option Term.
FOURTH OPTION TERM:
At least six (6) months and not more than nine (9) months prior to the
expiration of the second Option Term, Lessee shall notify Lessor in
writing of its election to exercise the fourth Option Term.
(2) At the end of the initial term, the annual rent for the first year of
the Option Term and each succeeding year of the Option Term, whether
the first, second, third or fourth Option Term, shall be recalculated
and increased by three percent (3%) over the prior year.
(3) Upon giving of such notice in Paragraph 1 hereof and agreement of
rental as described in Paragraph 2 hereof, Lessor and Lessee shall
exercise an Addendum to this Lease specifying such agreement, and this
Lease, subject to the terms of this provision, shall be deemed to be
renewed and the terms hereof renewed for a period of five (5) years
from the date of the expiration of the initial term, or, if the second
Option Term is renewed, five (5) years from the expiration of the first
Option term, or, if the third
-16-
Option Term is exercised, five (5) years from the expiration of the
second Option Term, or if the fourth Option Term is exercised, five (5)
years from the expiration of the third Option Term, and the other terms
of this Lease shall continue in full force and effect during said
Option Term(s) without execution of any further Lease or instrument.
(4) In the event that the Lessee does not operate the business or maintain
the Premises (including fixtures, fittings and merchandise) in a manner
consistent with the Project, the Lessor reserves the right not to grant
the Option Term, such right not to be unreasonably withheld.
WITNESSES: LESSOR:
COLONY CORPORATE CENTRE, INC.
or its Assigns
/s/ Karl L. Johnson BY: /s/ Joseph E. D'Jamoos
- --------------------------------- ----------------------------------------
Printed Name: Karl L. Johnson Printed Name: Joseph E. D'Jamoos
------------------- --------------------------
Title: President
--------------------------------
/s/ NJ Panicaro
- ---------------------------------
Printed Name: NJ Panicaro Date: 12/21/98
------------------- ----------------------------------
LESSEE:
OLD FLORIDA BANK
/s/ Karl L. Johnson By: /s/ Larry Johnson
- --------------------------------- ----------------------------------------
Printed Name: Karl L. Johnson LARRY JOHNSON
------------------- President
/s/ NJ Panicaro
- ---------------------------------
Printed Name: NJ Panicaro Date: 12/21/98
------------------- ----------------------------------
-17-
ADDENDUM TO LEASE AGREEMENT
THIS ADDENDUM is to the Lease Agreement dated the _____ day of _____________
1998, between COLONY CORPORATE CENTRE, INC. OR ITS ASSIGNS, whose address is
13356 Rosewood Lane, Naples, FL 34119, hereinafter called the "Lessor" or
"Landlord", and OLD FLORIDA BANK whose address is Post Office Box 61279, Fort
Myers, FL 33906-1279, hereinafter called the "Lessee" or "Tenant".
WITNESSETH, that, the date that the Certificate of Occupancy for the building
that the leased premises is in is uncertain. Lessor and Lessee agree that the
commencement date set forth in the Lease Agreement shall be February 1, 1999, or
the issuance of a Certificate of Occupancy for the building, whichever is later.
If the Certificate of Occupancy is not issued until after February 1, 1999, then
the initial five (5) year term shall commence upon the issuance of the
Certificate of Occupancy and then five (5) years from the date of the
Certificate of Occupancy.
DATED this 21 day of December 1998.
WITNESSES: LESSOR:
COLONY CORPORATE CENTRE, INC.
or its Assigns
/s/ Karl L. Johnson BY: /s/ Joseph E. D'Jamoos
- --------------------------------- ----------------------------------------
Printed Name: Karl L. Johnson Printed Name: Joseph E. D'Jamoos
------------------- --------------------------
Title: President
--------------------------------
/s/ NJ Panicaro
- ---------------------------------
Printed Name: NJ Panicaro Date: 12/15/98
------------------- ----------------------------------
LESSEE:
OLD FLORIDA BANK
/s/ Karl L. Johnson By: /s/ Larry Johnson
- --------------------------------- ----------------------------------------
Printed Name: Karl L. Johnson LARRY JOHNSON
------------------- President
/s/ NJ Panicaro
- ---------------------------------
Printed Name: NJ Panicaro Date: 12/25/98
------------------- ----------------------------------