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EXHIBIT 10.5
REFERENCED DATA
Any reference in this lease to the following subjects shall incorporate
therein the data stated for the subject(s) in this Section:
DATE OF LEASE: April 18, 1995
LANDLORD: Daniel S. Catalfumo, as Trustee under
F.S. 689.071
LANDLORD'S ADDRESS: 1540 Latham Road, WPB, FL 33409
TENANT: The Wackenhut Corporation
TENANT'S ADDRESS: 1500 San Remo Avenue
Coral Gables, FL 33416-3036
DEMISED PREMISES: Ninety Thousand Five Hundred (90,500)
square feet on the second through
fourth (2nd - 4th) floors and a
portion of the first floor of the
Building. For all purposes hereof
the Building shall be deemed to
contain Ninety-four Thousand Nine
Hundred Fifty-six (94,956) square
feet (the "Building Area").
LEASE TERM: Fifteen (15) Years.
ESTIMATED DATE OF SUBSTANTIAL
COMPLETION: January 16, 1996
RENTAL COMMENCEMENT DATE: February 15, 1996
EXPIRATION DATE OF LEASE
TERM: February 28, 2011
ANNUAL RENTAL: One Million Seven Hundred Sixty-Four
Thousand Seven Hundred Fifty Dollars
and 00/100 ($1,764,750.00) calculated
at the rate of $19.50 per square
foot.
TENANT'S PROPORTIONATE SHARE: 94.98%
PERMITTED USES: General Business and Office Use
SECURITY DEPOSIT: N/A
OPTIONS TO RENEW: Three (3) Five (5) year options
WITNESSES: LANDLORD:
- ---------------------------- --------------------------
DANIEL S. CATALFUMO, as Trustee
- ---------------------------- under F.S. 689.071
TENANT:
THE WACKENHUT CORPORATION
- --------------------------
by
--------------------------
Senior Vice-President
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OFFICE LEASE
THIS LEASE made and entered into as of the 18th day of April, 1995 by and
between DANIEL S. CATALFUMO, as Trustee under F.S. 689.071, (hereinafter
referred to as "Landlord") and THE WACKENHUT CORPORATION (hereinafter referred
to as "Tenant").
W I T N E S S E T H:
1. Demised Premises.
A. Landlord is or will become the Owner of a 7.7 acre tract of land (the
"Land") situated adjacent to I-95 at the corner of RCA Boulevard and Northcorp
Parkway, in Palm Beach Gardens, Florida, more particularly described in Exhibit
"A" attached hereto. Landlord shall construct upon said Land a four (4) story
building to be known as "The Wackenhut Center" (hereinafter referred to as the
"Building"), together with two (2) other office buildings (the "Adjacent
Buildings") surrounding parking areas and driveways (collectively called the
"Parking Facilities") and curbs and sidewalks all as located on the Site Plan
attached hereto as Exhibit "B". The Land, along with the Building, Adjacent
Buildings, Parking Facilities and all other improvements presently or hereafter
located upon the Land, are hereinafter collectively referred to as the
"Property". Landlord agrees that the aggregate square footage of the Building
and Adjacent Buildings shall not exceed One Hundred Twenty-Five (125,000)
square feet subject to the expansion provision contained in Paragraph 47.
B. Landlord, for the term and subject to the provisions and conditions
hereof, shall lease to Tenant, and Tenant shall accept from Landlord, certain
space more particularly described by the cross-hatched area on the floor plans
annexed hereto as Exhibit "C", which for all purposes hereof shall be deemed to
contain Ninety Thousand Five Hundred (90,500) square feet consisting of all of
the second through fourth (2nd - 4th) floors and a portion of the first floor
of the Building, (the "Demised Premises"), together with an exclusive license
for the duration of the term of the Lease to use the parking spaces (the
"Parking Spaces") described in the Parking Space Schedule attached hereto as
Exhibit "D", for parking of the passenger vehicles and service vans of Tenant
and Tenant's invitees and employees and for no other purpose. Upon the
Leasehold Improvements Completion Date as hereinafter defined, Landlord and
Tenant shall promptly execute a revision to the Referenced Data containing the
actual square footage (which square footage of the Demised Premises shall be
the Building Area less 1,500 square feet for which Tenant shall not be
obligated to pay Rent and less the portion of the Building not leased by Tenant
pursuant to its Expansion and Contraction Rights as defined below, which
calculation shall be subject to the reasonable verification of Tenant's
architect) the actual Rent to be paid hereunder and the actual Tenant
Improvement Allowance (as hereafter defined). The revised Referenced Data shall
be incorporated into this Lease automatically upon execution by the Parties.
Tenant shall have the right to increase the square footage of the Demised
Premises by any amount up to the entire Building Area, or decrease the square
footage of the Demised Premises on the first floor of the south portion of the
Building by any amount up to 8,677 square feet (the "Expansion and Contraction
Rights"). Tenant shall be entitled to exercise its Expansion and Contraction
Rights up until such time as Tenant has provided Landlord with its Preliminary
Interior Plans (as defined in Paragraph 3.A.) pursuant to Paragraph 3.A. If
Tenant elects to change the square footage of the Demised Premises, then in
such event, the Annual Rent, Tenant's Proportionate Share, the amount of the
Tenant Improvement Allowance (as hereafter defined), and the actual square
footage of the Demised Premises shall be modified upon the Leasehold
Improvements Completion Date. Any space in the Building which is not leased by
Tenant ("Remaining
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Space") shall be on the first floor of the south portion of the
Building in a reasonably leasable configuration. Tenant agrees that Landlord
may access any such Remaining Space through Tenant's lobby at no expense to
Landlord, or its other tenants, except for the cost of any hallway required to
be constructed by Landlord to access the Remaining Space. Tenant shall have
the right to approve the location, size and appearance of any such hallway,
which approval shall not be unreasonably withheld. No portion of any hallway
required to access the Remaining Space shall be included in the Demised
Premises. If the area of the Remaining Space is more than 3,500 square feet,
then the area of the lobby for which Tenant is paying Rent shall be reduced in
proportion to the relative square footages of the Remaining Space and the
Demised Premises to account for the shared use of the lobby. For example, if
the area of the Remaining Space is 4,000 square feet, the area of the Demised
Premises is 90,956 square feet, the Building Area is 94,956 square feet and the
area of the lobby is 1,728 square feet, then the portion of the lobby for which
Tenant shall not pay Rent will be 72.79 square feet (4,000/94,956 x 1,728 =
72.79).
C. The Demised Premises shall be used for general business and office
purposes, including, but not limited to conference and computer facilities,
employee kitchen and lounge facilities, and any other legally permitted uses
under applicable laws, regulations and restrictions recorded among the Public
Records of Palm Beach County as of the date hereof, or as hereafter consented
to or created by Tenant and for no other purposes.
D. The use and occupation by Tenant of the Demised Premises shall
include the non-exclusive use (except for the exclusive parking spaces assigned
to Tenant pursuant to the Parking Space schedule), in common with other tenants
of the Building of the common facilities, employees' parking areas, service
roads, loading facilities, sidewalks and customer car parking areas
(collectively the "Common Areas") as such Common Areas now exist or as such
Common Areas may hereafter be constructed, and other facilities as may be
designated from time to time by Landlord, subject however to the terms and
conditions of this agreement and to the Rules and Regulations (as hereafter
defined) for the use thereof as prescribed from time to time by Landlord.
2. Term.
A. This Lease shall be effective upon execution by Landlord and Tenant
and the term of this Lease shall commence on the Rental Commencement Date and
end at 12:00 midnight on the last day of the month in which the fifteenth
(15th) anniversary of the Rental Commencement Date occurs, unless sooner
terminated as herein provided. The "Rental Commencement Date", shall be
February 15, 1996, provided that Landlord has "delivered" the Demised Premises
over to Tenant for the installation of Tenant's furniture and systems on or
before January 16, 1996 (the "Leasehold Improvements Completion Date"). For
the purposes of this Paragraph 2, the term "delivered" or "delivery of the
Demised Premises", shall mean that possession of the Demised Premises has been
turned over to Tenant ready for the installation of Tenant's furniture and
systems with (1) at least one elevator servicing the Demised Premises available
for use by Tenant; (2) reasonable access and reasonable facilities necessary
for the conduct of Tenant's business in the Demised Premises, including,
corridors, elevators, stairways, toilets, heating, ventilating, air
conditioning, water, plumbing, public area lighting and electrical power
facilities, all properly installed in accordance with all applicable building
codes and in good working order; (3) all facilities serving the Building and
passing through the Demised Premises shall have been completed; (4) the
exterior of the Building shall be substantially completed and enclosed,
including all windows with the remaining work to be done in the Building to be
of such a nature so as to not materially interfere with Tenant's installation
of its furniture and systems,
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and, upon completion thereof, its normal use and occupancy of the
Demised Premises for the conduct of its business. Landlord and Tenant
acknowledge that, subject to Landlord meeting the foregoing conditions with
respect to delivery of the Demised Premises, Landlord may be working on
completing the Demises Premises, Building and Parking Facilities between
January 16, 1996 and February 15, 1996, provided that by February 15, 1996, in
addition to all of the foregoing conditions with respect to delivery of the
Demised Premises, Landlord shall have obtained all required governmental
approvals and inspections which are necessary, when taken together with the
work to be performed by Tenant, to allow Tenant to lawfully occupy the Demised
Premises and Landlord shall have complied with all legal requirements which are
necessary for Tenant to use the Demised Premises for the conduct of its
business (provided Tenant applies for and obtains its occupational licenses
from the appropriate authorities). The determination as to whether or not the
Demised Premises have been "delivered" as defined above shall be made jointly
by Tenant's architect and the architect of record who prepared and sealed the
Interior Plans and Specifications after consultation and a joint inspection of
the Building using their reasonable judgment. If Landlord delivers the Demised
Premises to Tenant for the installation of Tenant's furniture and systems after
January 16, 1996, or if Landlord fails to complete before February 15, 1996,
any work being performed after January 15, 1996, as described above the Rental
Commencement Date shall be that day which is thirty (30) days after Landlord
has delivered the Demised Premises to Tenant ready for the installation of
Tenant's furniture and systems or completed any of Landlord's remaining work as
applicable. If Tenant occupies any portion of the Demised Premises for
purposes of conducting its business prior to the date which would otherwise be
calculated to be the Rental Commencement Date pursuant to this paragraph,
Tenant shall immediately commence paying Rent on the portion of the Demised
Premises so occupied. If Catalfumo Construction, Inc. performs the Leasehold
Improvements and Landlord fails to deliver the Building and Demised Premises in
the condition required above by January 16, 1996, Landlord shall provide Tenant
with two (2) days of Rent abatement for every day of delay, said Rent abatement
to commence on the Rental Commencement Date.
B. If Tenant elects to have a contractor other than Catalfumo
Construction, Inc. construct the Leasehold Improvements, Rent shall be payable
commencing on February 15, 1996, regardless of whether or not the Leasehold
Improvements are completed or whether or not Tenant has occupied the Demised
Premises, provided that Landlord has turned over the first and second floors of
the Building to Tenant ready for the Tenant's selected contractor to
immediately commence construction of Tenant's Leasehold Improvements on or
before October 15, 1995 and the balance of the Demised Premises by November 15,
1995 (respectively, the "Core Building Completion Dates"). If Tenant elects to
have a contractor other than Catalfumo Construction, Inc. construct the
Leasehold Improvements and Landlord fails to deliver the Completed Core
Building (as hereinafter defined) to Tenant ready for Tenant's selected
contractor to commence work by November 15, 1995, the Rental Commencement Date
shall be that date which is ninety (90) days after Landlord has delivered the
Completed Core Building and Tenant shall be provided with two (2) days of Rent
abatement for every day of delay with said abatement to commence on the Rental
Commencement Date. The term "Completed Core Building" shall mean that Landlord
has completed the core and shell and the remainder of the Building to the
extent necessary such that Tenant can, based upon reasonable joint
determination of Landlord's and Tenant's architects, arrived at after
consultation and a joint inspection of the Building, commence and carry on the
Leasehold Improvements (as defined in Paragraph 3.A.), using all necessary
trades, including non-union laborers and contractors; provided, however, that
in no event shall the Core Building Completion Date be deemed to have occurred
until: (1) temporary power is available to each floor; (2) the portion of the
Demised Premises to be turned over is water
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tight; (3) Tenant and its agents have safe access to the applicable
portion of the Demised Premises for themselves, their employees and invitees
and, given consideration to ongoing construction activities, such access is
reasonably clear, convenient and sufficient to permit Tenant to commence and
carry on the work on the Leasehold Improvements in accordance with good
construction practices. Within 10 days of the Core Building Completion Date,
Tenant shall walk through the Building and prepare a "punch list" of items
which are incomplete or do not comply with the Building Plans and
Specifications.
C. In no event shall Rent commence to be due unless there is available to
the Demised Premises: (1) required utility services, (2) elevator service
servicing the Demised Premises and (3) the completion of the parking spaces
serving the Demised Premises.
D. Anything in Paragraph 2.A. and B. to the contrary notwithstanding, if
Landlord fails to perform by the Core Building or Leasehold Improvements
Completion Dates as applicable and such failure was in fact caused by any of
the following, Rent shall commence as if the delay had not occurred and the
deadline dates for the delivery of the Completed Core Building or Leasehold
Improvements, as applicable shall be extended by the number of days of delay,
provided Landlord shall have given Tenant prompt written notice of any delays
which may be caused by Tenant as provided in Paragraph 3.A.:
(1) material changes in the work to be performed by Landlord in readying
the Demised Premises for Tenant's occupancy, which are requested by Tenant
after approval of the Interior Plans and Specifications for the Leasehold
Improvements (as those terms are defined in Paragraph 3 hereof); or
(2) any failure by Tenant, to furnish any required plan, information
(including, without limitation, any material, furnishings, equipment, color or
other selection) approval or consent within the required period of time; or
(3) the performance or non-performance of any work or activity in the
Demised Premises by Tenant or any of its employees, agents or contractors.
E. If Landlord has not delivered the Demised Premises to Tenant by April
15, 1996, if Catalfumo Construction, Inc. is performing the Leasehold
Improvements, or if Catalfumo Construction, Inc. is not performing the
Leasehold Improvements and Landlord has not delivered the Completed Core
Building to Tenant ready for Tenant's selected contractor to commence the
Leasehold Improvements as described in Paragraph 2. by February 15, 1996, then,
and only then, Tenant shall be entitled to terminate this Lease by providing
written notice of its election within fifteen (15) days thereafter, failing
which, Tenant shall be deemed to have elected not to terminate this Lease,
provided however, any election by Tenant not to terminate this Lease pursuant
to this Paragraph 2.E., shall not be deemed a waiver or modification of
Tenant's right to receive the Rent Abatement provided above or any other right
or remedy available to Tenant by reason of such failure by Landlord.
F. Upon delivery of the Demised Premises to Tenant for the installation of
Tenant's furniture and systems it shall be presumed that all work theretofore
performed by or on behalf of Landlord was satisfactorily performed in
accordance with and meeting the requirements of this Lease, excepting any items
covered by Landlord's construction warranty, punch list items or latent defects
in work performed by Catalfumo Construction, Inc. Tenant shall provide
Landlord with a "Punch List" of items, which are incomplete or do not comply
with the Interior Plans and Specifications (as hereinafter defined) as soon as
practicable
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after Tenant takes possession of the Demised Premises, but in any event, prior
to sixty (60) days from the date of possession.
G. When the Rental Commencement Date has been established, if the Rental
Commencement Date is different from that presently set forth in the Referenced
Data, Landlord and Tenant shall execute a revision to the Referenced Data
setting forth the actual Rental Commencement Date and the actual Expiration
Date.
H. Landlord shall obtain a building permit from the City of Palm Beach
Gardens for the construction of the Building by April 30, 1995. On or before
July 15, 1995, Landlord will send Tenant a notice confirming that the Core
Building Completion Dates are October 15, 1995, for the first two floors and
November 15, 1995 for the remainder of the Building, or specifying that the
Core Building Completion Dates will be delayed beyond such dates. In the
latter event, Landlord will notify Tenant at least sixty (60) days prior to the
new dates anticipated as the Core Building Completion Date. In the event
Landlord fails to send the required notice on or before July 15, 1995, then
Landlord shall be deemed to have confirmed the Core Building Completion Dates
set forth herein. Landlord agrees to update previous notices to Tenant as
changing circumstances may require. These notices shall be given to facilitate
Tenant's scheduling only and Landlord shall have no liability for the failure
to give said notices or for the inaccuracy of said notices beyond the specific
rights and remedies set forth in this Paragraph 2. From and after the date
hereof until the second of the Core Building Completion Dates (at which time
Tenant shall have complete access to the Demised Premises), Tenant and its
agents shall be permitted to inspect the progress of Landlord's work on the
Building at reasonable times on reasonable notice to Landlord's designee (until
further notice Landlord's designee shall be Daniel S. Catalfumo). Any such
inspection shall be made at Tenant's sole risk and expense. Upon request of
Tenant, Landlord shall provide Tenant with oral reports on the progress of
Landlord's work and copies of Landlord's construction schedule and the updates
thereof.
I. For purposes of Tenant's entitlement to the Rent abatement in the event
the Completed Core Building or the Demised Premises (as applicable) are not
delivered on the dates specified in Sub-Paragraphs 2(A) and 2(B) above,
Landlord hereby waives any right to assert Force Majeure (pursuant to Paragraph
37), impossibility of performance or any other similar basis, in law or equity,
to relieve Landlord of its obligation to grant Tenant the Rent abatement as
aforesaid.
3. Construction of Building and Leasehold Improvements.
A. Upon execution of the Lease, Landlord shall construct the Building in
accordance with architectural and engineering drawings and specifications (the
"Building Plans and Specifications") prepared by Landlord's architect and
attached hereto as Exhibit "E". No material alterations or substitutions of
materials from the Buildings Plans and Specifications shall be made by Landlord
without the prior written consent of Tenant which shall not be unreasonably
withheld or delayed. In addition, Landlord has provided Tenant with copies of
the elevations and Site Plan for the Adjacent Buildings, prepared by
Oliver-Glidden & Partners dated March 14, 1995, which have been reviewed and
approved by Tenant. If Tenant requests any changes to the Building Plans and
Specifications or the Site Plan for the Property which require Landlord to seek
amendments or reapproval by the City of Palm Beach Gardens, or would delay the
development of the Property or construction of the Building and Demised
Premises, Landlord shall be granted a day for day extension of the dates to
deliver the Demised Premises or the Completed Core Building as applicable as
set forth in paragraph 2 above. Upon receipt of a request from Tenant for any
such changes causing a delay, Landlord shall provide Tenant with a written
notice of the delay which will be caused by the change and Tenant shall then
elect within three (3) business days whether or not to proceed with the change.
If Tenant requests any change which would cause an increase in the cost of
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construction of the Building or development of the Property, Tenant
shall be required to pay the actual cost of said change without mark-up for
profit (but with a mark-up for overhead) upon receipt of Landlord's invoice
therefor. Landlord shall provide Tenant with written notice of the increase in
cost and Tenant shall have three (3) business days to elect whether or not to
proceed with the change. Tenant shall have a space plan, interior design plan,
finish schedules and architectural sketches (the "Preliminary Interior Plans")
of the proposed Leasehold Improvements to the Demised Premises prepared and
submitted to Landlord on or before July 1, 1995, said Preliminary Interior
Plans to include the items set forth on Exhibit "F" be complete and ready for
Landlord's, architect and engineer to prepare the Interior Plans and
Specifications (as defined below). Landlord shall provide Tenant with an
allowance of $.83 per square foot of the Demised Premises to be used by Tenant
to defray a portion of the costs for preparation of the Preliminary Interior
Plans. This allowance shall be payable to Tenant as and when Tenant incurs
architectural and engineering costs in the preparation of the Preliminary
Interior Plans. Within forty-five (45) days of receipt of the Preliminary
Interior Plans, Landlord shall have permit sets of working architectural and
engineering drawings in sufficient detail for processing permits and bidding
purposes prepared in accordance with the Preliminary Interior Plans (the
"Interior Plans and Specifications"). The Interior Plans and Specifications
shall be subject to Tenant's architect's reasonable review and approval.
Tenant's architect shall review and approve or disapprove the Interior Plans
and Specifications within Ten (10) days of receipt of same from Landlord and
any revisions to the Interior Plans and Specifications within three (3) days of
receipt of same from Landlord. The improvements to be made to the Demised
Premises pursuant to the Interior Plans and Specifications shall be referred to
herein as the "Leasehold Improvements." Upon completion of the Interior Plans
and Specifications, Landlord and Tenant shall mutually select three (3) general
contractors, including Catalfumo Construction, Inc., to bid on the construction
of the Leasehold Improvements. Tenant shall have the right to select the
general contractor to complete the construction of the Leasehold Improvements.
If Tenant selects Catalfumo Construction, Inc., Tenant shall notify Landlord
within thirty (30) days of receipt of the Interior Plans and Specifications. If
Tenant selects a contractor other than Catalfumo Construction, Inc., Landlord
will provide, at no additional cost to Tenant, all reasonable building services
during construction of the Leasehold Improvements on an as available basis,
including use of elevators, delivery docks and parking to aid in the
construction of the Leasehold Improvements. Landlord shall not charge any
administration or management fees with respect to the construction of the
Leasehold Improvements. If Landlord has previously purchased and stored
building materials to be used for the Leasehold Improvements, which are in
excess of Landlord's requirements for construction of the Building, Tenant
shall be permitted to purchase said materials at Landlord's original
out-of-pocket cost with no additional mark-up by Landlord or Landlord's
contractor for profit, overhead or supervision with respect to said excess
building materials.
B. Landlord shall provide Tenant with an improvement allowance (the
"Improvement Allowance"), which shall be applied first to the cost of obtaining
required permits for, and completing the construction of, the Leasehold
Improvements, with any remaining portions of the Improvement Allowance to be
applied to Tenant's costs of relocation into the Demised Premises,including,
but not limited to, telephone and computer cabling, furniture, security
systems, moving costs, or any other costs and expenses as Tenant may elect.
The Improvement Allowance shall be in an amount equal to Thirty-Five and 58/100
Dollars ($35.58) multiplied times the square footage (as determined in
accordance with Paragraph 1.B.) shown in the Interior Plans and Specifications
approved by Tenant and Landlord. Landlord shall disburse the Improvement
Allowance toward the Leasehold Improvements in accordance with the following
conditions: (i) prior to commencement of any work, Landlord and Tenant shall
have approved the Interior Plans and Specifications for such work as provided
in Paragraph 3.A. above; (ii) the
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Interior Plans and Specifications shall meet all requirements of Palm
Beach County, Florida and other local governmental authorities having
jurisdiction over the work; (iii) disbursements shall be made at least once in
each month by Landlord in an amount which, when added to all previous amounts
paid hereunder, shall not exceed 90% of the cost of the work performed with
respect to "hard" costs (95% once not less than 50% of a particular contract
has been completed and 100% once all of the work under a particular contract
has been completed, provided Landlord's construction lender approves this
disbursement procedure) and 100% of the cost of the work performed with respect
to all other costs and materials purchased no later than the 10th day of the
month, provided Landlord shall have received on or before the 20th day of the
preceding month an AIA Form G702/3 from Tenant's architect (subject to
verification of same by Landlord and Landlord's construction lender),
containing a certification of (a) the stage of completion, (b) the estimated
cost of completion, (c) the cost of the work and materials incorporated in the
Demised Premises to date, and (d) an estimate of the cost of all remaining work
and materials and of the performance of the work in accordance with the
Interior Plans and Specifications for the Leasehold Improvements. In the event
the above certification is received after the 20th day of the month, the
disbursement with respect thereto shall be made concurrently with Landlord's
next draw request to its lender but in any event, on or before the 30th day of
the following month; (iv) each request for disbursement shall be accompanied
by waivers of lien with respect to work on the Building paid for out of prior
disbursements signed by, as appropriate, all architects, engineers,
contractors, mechanics and designers to be paid out of the proceeds thereof, or
with respect to which a reimbursement of payment is being submitted, provided
that if any such waiver(s) cannot be obtained, Landlord and Landlord's
construction lender will accept Tenant's indemnification with respect thereto;
and to the extent that the Improvement Allowance is not exhausted upon
completion of the work in accordance with the Interior Plans and
Specifications, Landlord shall, at Tenant's request, disburse the balance of
the Improvement Allowance to Tenant, and Tenant shall not thereafter be
required to account to Landlord for the balance of the Improvement Allowance so
disbursed to Tenant. Tenant shall be responsible for the cost of the Leasehold
Improvements and Tenant's costs of relocation, to the extent that they exceed
the Thirty-Five Dollars ($35.00) per square foot Improvement Allowance.
C. Intentionally Omitted.
4. Rent.
A. Tenant shall pay as minimum rent for the Demised Premises the sum of
One Million Seven Hundred Sixty-Four Thousand Seven Hundred Fifty and 00/100
($1,764,750.00) annually which is Nineteen and 50/100 Dollars ($19.50) per
square foot of area as determined in accordance with Paragraph 1.B. (the
"Annual Rental"). Such Annual Rental shall be payable during the term hereof,
in advance, in equal monthly installments,together with all sales, use or other
Taxes based thereon (including, but not limited to the tax imposed by Florida
Statutes 212.031), and any other state, federal or other governmental or quasi
governmental tax, service tax, license fee or other imposition levied on the
Rents received by Landlord, all of which shall collectively be referred to
hereafter as "Sales Tax". The first monthly installment of Annual Rental
shall be payable on the Rental Commencement Date and payment of monthly
installments of Annual Rental shall continue to be payable on the first (1st)
day of each successive month thereafter during the Term hereof. The monthly
installments shall be One Hundred Forty-seven Thousand Sixty-two and 50/100
($147,062.50) plus Sales Tax.
B. In addition to the Annual Rental, Tenant shall, upon written notice
from Landlord in accordance with Paragraph 5, pay any sums required to be paid
by Tenant for any calendar year pursuant to Paragraph 5 together with
applicable Sales Tax on all of the above and all other sums which are due to
Landlord under the terms of this Lease (all such sums being hereinafter
collectively referred to as "Additional Rent"). The Annual Rental and
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Additional Rent are hereinafter sometimes collectively referred to as "Rent".
C. If the Rental Commencement Date occurs on a day other than the first
(lst) day of the month, Rent from the Rental Commencement Date until the first
(lst) day of the following month shall be prorated (calculated on the basis of
a thirty (30) day month) and shall be payable upon the Rental Commencement
Date.
D. All sums payable by Tenant under this Lease, whether or not stated
to be Annual Rental or Additional Rent, shall be collectible by Landlord as
Rent, and in the event of a default in payment thereof, Landlord shall have the
same rights and remedies as for a failure to pay Annual Rental (without
prejudice to any other right or remedy available therefor).
E. If Landlord, at any time or times, shall accept said Rent after same
shall become due and payable, such acceptance shall not excuse delay upon
subsequent occasions, or constitute, or be construed as, a waiver of any of
Landlord's rights hereunder.
F. All Rent and other sums due to Landlord hereunder shall be payable
without demand, deduction, set-off, or counterclaim (except for any right of
set-off which may be expressly set forth in this Lease) at the office address
of Landlord first above given, or at such other address as Landlord may
designate, from time to time, by written notice to Tenant.
5. Tenant's Responsibility for Operating Expenses.
A. For and with respect to each calendar year (and any portion thereof)
during the term of this Lease (and any renewals or extensions thereof), after
calendar year 1996, Tenant shall pay to Landlord, as Additional Rent, an amount
equal to Tenant's Proportionate Share of the amount by which the amounts paid
by Landlord for Taxes (as defined below), electric and insurance exceed $1.35,
$1.50 and $.15 per square foot respectively (the "Excess Operating Expenses").
If at any time during the term of this Lease the amounts paid by Landlord for
Taxes, electric or insurance for any calendar year are less than the base
amounts set forth in the preceding sentence, then the Rent shall be reduced by
the amount by which the actual cost for said expense item is less than the
applicable base figure. In addition, Tenant shall not be required to pay any
Excess Operating Expenses for Taxes which is are a direct result of a sale or
transfer of Landlord's interest in the Building or Property, or the placement
of a mortgage on the Building in excess of the then current market value of the
Building. In such event, the base amount for Taxes set forth in this paragraph
shall be increased by the amount of the increase in the Taxes caused by the
sale, transfer or mortgage. Tenant's Proportionate Share of such Excess
Operating Expenses shall be paid in accordance with the following procedure:
Within 120 days after the end of each calendar year, Landlord shall
furnish to Tenant a written statement (the "Expense Statement") setting forth
the amount, if any, due from Tenant as a result of Excess Operating Expenses in
the amounts paid by Landlord for Taxes, electric and insurance calculated
pursuant to this Paragraph. Tenant's Proportionate Share of any such Excess
Operating Expenses shall be paid by Tenant with thirty (30) days of receipt of
the Expense Statement. For the purposes of this Paragraph, the term "Taxes"
shall be defined as all real estate taxes and assessments, ad valorem or
otherwise, transit Taxes, and any other federal, state, city, county or other
local governmental or quasi-governmental charges or charges by any school,
drainage, waste management, or other special improvement or service district,
or other public entity granted the power to assess the Property whether
directly on the ad valorem tax bill or otherwise, (but not including income
taxes or any other Taxes imposed upon or measured by Landlord's income or
profits, unless the same shall be imposed in lieu of real estate taxes or
limited solely to income from real property), general or special, ordinary or
extraordinary, foreseen or unforeseen, which may now or hereafter be levied,
assessed or
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imposed upon the Property or with respect to the ownership thereof,
excluding the Taxes assessed against the Adjacent Buildings and excluding a
prorated portion of the Taxes assessed against the Land which shall be
determined by multiplying the total Taxes assessed against the Land by a
fraction, the numerator of which shall be the number of gross square feet
contained in the Adjacent Buildings only and the denominator of which shall be
the number of gross square feet contained in all of the buildings located on
the Land or if the Adjacent Buildings are not constructed, then the denominator
shall be one hundred twenty-five thousand (125,000) square feet plus the area
of any square footage, if any, contained in the Proposed Building Expansion as
defined in Paragraph 47. Taxes shall also include any personal property taxes
imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems
and appurtenances in proportion to the extent used in connection with the
Building for the operation thereof. If, due to a future change in the method
of taxation, any franchise, income, profit or other tax, however designated,
shall be levied, assessed or imposed in substitution, in whole or in part, for
(or in lieu of) any tax which would otherwise be included within the definition
of Taxes, such other tax shall be deemed to be included within Taxes as defined
herein, Taxes shall also include all of Landlord's expenses, including, but not
limited to, attorney's fees incurred by Landlord in any effort to minimize
Taxes; provided, however, that Landlord shall have no obligation to undertake
any contest, appeal or other procedure to minimize Taxes. Taxes shall be
calculated taking advantage, of the maximum possible discount. Tenant shall
have the right (but not the obligation) to contest the amount or validity of
the Taxes which the Tenant is required to pay hereunder, and for that purpose,
the Tenant shall have the right to file in the name of the Landlord all such
protests or petitions and to institute and prosecute such proceedings as the
Tenant may deem necessary for the purpose of such contest. Except as
hereinafter provided, in the event a refund of Taxes previously paid is
obtained as a result of such contest by Tenant, Tenant shall pay the cost of
prosecuting such contest. If payment of some or all of the Taxes is necessary
in order to avoid penalties or interest accruing thereon, Tenant shall pay its
proportionate share of such Taxes, and Landlord shall pay the balance thereof
prior to such protest or proceeding. Any refund of any Taxes relating to
periods during the Term of the Lease shall be applied first to reimburse or pay
actual expenses incurred in connection with the tax contest or appeal and next
to Landlord and Tenant in proportion to the amount of Taxes each has previously
paid for the tax periods on which the refund is based. Tenant shall be entitled
to audit the items included in the Additional Rent for a period of two (2)
years after the end of each calendar year. Landlord shall maintain and make
available to Tenant upon reasonable notice, the supporting information used to
calculate the Additional Rent. Landlord shall either credit any overpayments
discovered by Tenant's audit to the next payments of Rent coming due under the
Lease, or if no further payments of Rent are due under the Lease, Landlord
shall promptly repay the overpayment to Tenant. Notwithstanding anything to the
contrary contained hereinabove, Taxes shall not include any maintenance fees or
regular or special assessments imposed by the RCA Boulevard Drainage
Association, Inc. or otherwise pursuant to that certain Declaration of
Protective Covenants, Restrictions, Reservations and Servitude recorded in ORB
7105 at Page 1765 of the Public Records of Palm Beach County as the same may be
hereafter amended.
6. Security Deposit. INTENTIONALLY OMITTED.
7. Tenant's Covenants. Tenant agrees, on behalf of itself, its employees and
agents, that it shall:
A. Comply at all times with any and all Federal, state, and local
statutes, regulations, ordinances and other requirements of any applicable
public authorities relating to its use and occupancy of the Demised Premises
and as provided in Paragraph 52 hereof.
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B. Provide Landlord access to the Demised Premises at all reasonable times
during normal business hours, without charge or diminution of rent, to enable
Landlord: (1) to examine the same and to make such repairs, additions and
alterations as Landlord may be permitted to make hereunder to the Demised
Premises or any other portion of the Property or any part thereof; and (2) upon
reasonable notice, to show the Demised Premises to any prospective mortgagees
and purchasers, and, during the twelve (12) months prior to expiration of the
term of this Lease or any renewal term, to prospective tenants. Landlord shall
give Tenant reasonable prior notice of its need for access to the Demised
Premises, except in cases of emergency, and shall be accompanied at all times
by Tenant's representatives. Landlord shall use its best efforts to minimize
any disruption of Tenant's operations. Notwithstanding anything to the
contrary contained herein, Landlord shall not enter any of the Demised Premises
in such a fashion that Landlord's entry would jeopardize Tenant's governmental
security clearance status required to conduct its operations.
C. Tenant shall commit no waste in or upon the Demised Premises.
D. Upon the termination of this Lease for any reason whatsoever, remove
Tenant's goods, trade fixtures and effects and those of any other person
claiming under Tenant, and quit and deliver up the Demised Premises to Landlord
peaceably and quietly in as good order and condition as at the inception of the
term of this Lease or as the same hereafter may be improved by Landlord or
Tenant, reasonable use and wear thereof, damage from fire and other insured
casualty and repairs which are Landlord's obligation excepted. Goods and
effects not removed by Tenant at the termination of this Lease, however
terminated, upon five (5) days written notice from Landlord shall be considered
abandoned and Landlord may dispose of and/or store the same as it deems
expedient, the reasonable cost thereof to be charged to Tenant.
E. Not place signs on the Demised Premises except in accordance with sign
criteria approved by Landlord and the City of Palm Beach Gardens, and in
accordance with the provisions of Paragraph 42 of this Lease.
F. Not overload, damage or deface the Demised Premises or do any act which
might make void or voidable any insurance on the Demised Premises of the
Building and/or the Property or which may render an increased or extra premium
payable for insurance (and without prejudice to any right or remedy of Landlord
regarding this Subparagraph, Landlord shall have the right to collect from
Tenant, upon demand, any such increased or extra premium).
G. Not make any alteration of or addition to the Demised Premises
without the prior written approval of Landlord, which shall not be unreasonably
withheld or delayed. No consent shall be required from Landlord for
alterations, the aggregate cost of which do not exceed $10,000, provided that
such alterations are not structural or do not result in material modifications
to the Buildings main systems (i.e. HVAC, electrical or plumbing) as certified
by Landlord's architect. All alterations and additions to the Demised Premises
shall be performed in accordance with plans and specifications therefore
submitted to Landlord whether or not Landlord's consent is required and
approved by Landlord if Landlord's consent is required, in a good and
workmanlike manner and in conformity with all building codes, laws,
regulations, rules, ordinances and other requirements of all governmental or
quasi-governmental authorities having jurisdiction.
H. Notwithstanding anything to the contrary contained herein, on the
termination of the Lease, Tenant shall not be required to restore the Demised
Premises to their condition existing immediately prior to the making of the
Leasehold Improvements, nor shall Tenant be required to restore the Demised
Premises to their condition prior to the making of any future alterations and
additions to the Demised Premises in accordance with the terms of the Lease,
unless Landlord advises Tenant in
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writing of such required restoration at the time of Landlord's approval
of the plans submitted in connection with such future alterations and
additions. All counters, railings, movable partitions, lighting fixtures,
special cabinet and other wood work, doors machines and equipment which are
installed in the Demised Premises by or for the account of Tenant, and not paid
for by Landlord, and which can be removed without permanent structural damage
to the Building, and all furniture, furnishings and other articles of personal
property owned by Tenant and located in the Demised Premises (all of which are
herein called "Tenant's Property") shall be and remain the property of Tenant,
and may be removed by it at any time during the term of this Lease. However,
if any of Tenant's Property is removed, Tenant shall repair or pay the cost of
repairing any damage to the Demised Premises or the Building resulting from
such removal. During the term of the Lease, Tenant may finance or refinance
the purchase price of all or any part of its furnishings and equipment and in
connection therewith may grant security interests in and liens upon such items,
provided that no liens may be granted or placed upon Landlord's fee interest in
the Building or Property. The Landlord agrees to execute and deliver such
disclaimers of interest or waivers of lien as the Tenant or its respective
lenders (including finance lessors), may reasonably request with respect to
such furnishings and equipment in connection with such financing or
refinancing.
I. Not bring any flammable, explosive or dangerous material or article
onto the Property in violation of any applicable law, regulation, ordinance or
to the extent that a common law nuisance would result. Landlord acknowledges
that Tenant shall be permitted to keep firearms in the Building.
J. Intentionally Omitted.
K. Not bring safes, heavy files, or other heavy equipment into the
Property in excess of the floor loads provided for in the Building Plans and
Specifications. Tenant shall indemnify, defend and save Landlord harmless from
any and all expenses and other damages, including attorney's fees, and costs,
resulting from the use or installation by Tenant of heavy equipment in excess
of the provided floor loads..
L. Not use, create, store, or permit any toxic or hazardous material
anywhere on the Property in violation of applicable laws and regulations.
Tenant shall not dispose of any toxic or other hazardous waste through the
plumbing system or drainage system of the Building or the Property, and Tenant
shall not violate any requirement of any governmental agency, with respect to
waste disposal. Tenant shall indemnify, defend and hold Landlord harmless from
any and all expenses and other damages, including attorney's fees and costs
incurred by Landlord, as a result of the storage, handling or disposal of any
hazardous materials or waste by Tenant in violation of applicable laws and
regulations, which indemnification shall survive the expiration or earlier
termination of this Lease.
M. Immediately and at its expense, Tenant shall repair and restore any and
all damages caused to the Demised Premises or the Building due to Tenant's
improvements, installations, alterations, additions or other work conducted by
Tenant within the Demised Premises, and Tenant shall restore the Building to
the condition existing prior to improvement, installations, alterations,
additions or other work conducted by Tenant within the Demised Premises.
N. Comply with the Rules and Regulations (as hereinafter defined) as
initially set forth on Exhibit "G" which is attached hereto and incorporated
herein, and comply with such other reasonable rules and regulations as Landlord
may establish, and from time to time amend, for the general safety, comfort and
convenience of Landlord, occupants and tenants of the Building.
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O. Not install or operate in the Demised Premises any electrically
operated equipment or other machinery, including computers, which would
overload the Buildings electrical system capacities or any plumbing fixtures,
which would exceed the Buildings plumbing system capacity, both as set forth in
the Building Plans and Specifications without first obtaining the prior written
consent of Landlord. Tenant shall not install any equipment of any kind or
nature whatsoever which would or might necessitate any changes, replacements or
additions to the structural system, water system, plumbing system, heating
system, air conditioning system or the electrical system servicing the Demised
Premises or any other portion of the Building without the prior written consent
of Landlord, and in the event such consent is granted, such replacements,
changes or additions shall be paid for by Tenant.
8. Services. Landlord agrees that, throughout the term of the Lease and any
extensions, it shall maintain and manage the Building and Property in a first
class manner consistent with other Class A office buildings in Palm Beach
County. In that regard, Landlord shall:
A. Provide self service passenger elevator service to all floors in the
Building above the ground floor.
B. Provide Tenant with access to the Demised Premises 24 hours per day, 7
days a week, 365 days per year, except in case of an emergency, which causes
Landlord to limit access to Tenant.
C. Provide janitorial service after normal business hours to the Demised
Premises and Common Areas in the Building and Parking Facilities Monday through
Friday, as are customarily provided in first class office buildings in Palm
Beach County, Florida. Janitorial services are to be provided as detailed in
Cleaning Specifications Schedule attached as Exhibit "G".
D. Subject to the provisions of Paragraphs 12 and 15 hereof, maintain,
operate, repair and replace as necessary, the Building's plumbing, electrical
and HVAC systems, the elevators and public portions of the Building, both
exterior and interior, structural and non-structural, foreseen and unforeseen,
including, without limitation, the base Building structure and roof. Landlord
shall make any repairs to the Demised Premises covered by its construction
warranties or caused or resulting from carelessness, omission, neglect or
improper conduct of Landlord, its servants, agents, contractors, employees,
invitees or licensees or a breach of Landlord's obligations under this Lease.
Landlord shall be responsible for all repairs to the core areas within the
Demised Premises and for all repairs and replacements to the Building and the
Building systems which are not specifically set forth as the obligation of
Tenant. In the event that any repair is required by reason of the negligent or
willful acts of Tenant or its agents, employees or invitees, or of any other
person entering the Building with Tenant's consent, express or implied,
Landlord may upon fifteen (15) days written notice to Tenant, make such repair
and add the cost thereof to the first installment of Rent which will thereafter
become due.
E. Furnish the Demised Premises and Common Areas of the Property with
electric service for lighting and normal office use in accordance with the
Building Plans and Specifications. Furnish the Demised Premises and Common
Areas with heating or air conditioning during such hours as may be determined
by Tenant so that the average temperature in the Demised Premises is 72
F+/- 2.
F. Maintain and repair, at its cost and expense, in good working order and
condition, the Demised Premises, including the plumbing, electrical, HVAC and
other systems within the Demised Premises, with the exception of such items
which are damaged by Tenant's negligence or the negligence of Tenant's agents,
employees, contractors, or invitees.
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G. Tenant acknowledges that Landlord does not warrant that any of the
services referred to in this Paragraph 8 will be free from interruption from
causes beyond the reasonable control of Landlord. If Landlord fails to provide
any essential services or facilities for three (3) consecutive business days to
the extent that all or a portion of the Demised Premises is rendered
untenantable and Tenant cannot conduct its normal business in the Demised
Premises or a portion thereof, then Rent shall be abated for the portion of the
Demised Premises rendered untenantable retroactive to the first day that the
service or facility was unavailable, provided that there shall be no abatement
if the failure to provide service is as a result of an event of force majeure
as defined in Paragraph 36. In such event, Tenant shall be entitled to expend
any reasonable sums required to correct Landlord's failure and deduct the same
from the next Rent coming due.
H. Landlord shall manage and maintain the Building and Property in a first
class fashion. If at any time during the term of the Lease, Tenant is
dissatisfied with the management and/or maintenance of the Building and
Property, and Tenant provides written notice of such dissatisfaction to
Landlord, Landlord shall have fifteen (15) days to reasonably remedy the cause
of Tenant's dissatisfaction. If Landlord fails to satisfy Tenant's reasonable
concerns, Tenant shall so notify Landlord and Landlord shall be required to
replace the management and/or service providers. Further, Tenant shall have
the right at any time during the term of the Lease to contract separately to
provide its own janitorial service. If Tenant elects this option, the
applicable cost of the janitorial service for the Demised Premises, as then
being paid by Landlord per the existing vendor contract or at the then
prevailing market rate for similar janitorial services, whichever is greater,
shall be deducted from the Rent being paid by Tenant.
I. Provide tempered water and municipally provided cold water to the
Demised Premises.
9. Subletting and Assigning. Tenant shall not assign, mortgage or otherwise
transfer or encumber this Lease or any portion of Tenant's interest herein, or
sublet all or any portion of the Demised Premises without first obtaining
Landlord's prior written consent thereto, which shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, Tenant, without Landlord's
consent, shall be entitled to sublet the Demised Premises or assign in whole or
in part, its rights under the Lease to any affiliate or subsidiary of Tenant or
any parent of Tenant or any successor of Tenant resulting from a merger or
consolidation of Tenant into any entity under the "Common Control" of Tenant.
Should Tenant sublet or assign all or a portion of the Demised Premises for an
amount greater than the Rent Tenant is paying, whether or not such assignee or
subtenant is under the Common Control of Tenant, the excess shall be retained
in full by Tenant. If Landlord consents to any assignment or subletting, such
consent will not be deemed a consent to any further subletting or assignment.
Duly attempted assignments, mortgages, subleases or other encumbrances of the
Demised Premises in violation of this paragraph shall be null and void. If
Landlord consents to any subletting or assignment, or if Landlord's consent is
not required it shall nevertheless be a condition to the effectiveness thereof
that a fully executed copy of the sublease or assignment be furnished to
Landlord and that any assignee assume in writing all obligations of Tenant
hereunder, including, without limitation, the obligation to only use the
Demised Premises for the uses permitted hereunder. In the event of any
subletting or assignment of the Demised Premises, whether or not Landlord's
consent is required, Tenant shall remain liable for all of the obligations of
Tenant set forth herein. For the purposes of this paragraph, "Common Control"
shall be defined as the percentage of shares, or the voting rights to said
shares, which control the making of major corporate decisions.
10. Indemnification. Tenant shall indemnify, defend and hold Landlord, its
agents and employees, harmless from and against any
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and all liability, claims, suits, demands, judgments, costs, damages,
fines, interest and expenses (including reasonable attorneys' fees and
disbursements) incurred or suffered by Landlord, its agents and employees, by
reason of any breach, violation or nonperformance by Tenant, or its agents,
employees, licensees, invitees or contractors of any covenant or provision of
this Lease, or by reason of any damage to persons or property caused by moving
property of or for Tenant in or out of the Building, or by the installation or
removal of furniture or other property of or for Tenant or by reason of or
arising out of the acts, omissions, negligence or improper conduct of Tenant,
or its agents, employees, licensees, invitees or contractors in the
preparation, alteration, use or occupancy of the Demised Premises. Landlord
shall indemnify, defend and hold Tenant harmless from and against any and all
liability, claims, suits, demands, judgments, costs, damages, fines, interest
and expenses (including reasonable attorneys' fees and disbursements) incurred
or suffered by Tenant by reason of any breach, violation or non-performance by
Landlord, or its agents, employees or contractors, of any covenant or provision
of this Lease, or by reason of or arising out of the acts, omissions,
negligence, or improper conduct of Landlord, or its agents, employees,
licensees, invitees or contractors in the preparation, alteration, repair or
maintenance of the Building; provided, however, that such indemnification by
Landlord shall not be enforceable against any mortgagee in possession of the
Building prior to a foreclosure or other proceeding or process , whereby any
such mortgagee may obtain fee title to the Building. Where applicable, the
indemnifying party shall have the right, at the indemnifying party's own cost
and expense, to resist or defend such action or proceeding in the indemnified
party's name, if necessary, and by such attorneys as the indemnified party
shall approve, which approval shall not be unreasonably withheld or delayed.
11. Insurance.
A. Tenant, at its own cost and expense, shall obtain and maintain in full
force and effect during the original term hereof, and any extensions or
renewals, single limit public liability and property damage insurance in an
amount at least equal to Five Million Dollars ($5,000,000.00) or such other
amounts as Landlord's lender may reasonably require from time to time upon
thirty (30) days prior written notice.
B. Landlord shall at all times during the term of the Lease and
extensions, maintain in effect a policy or policies of insurance covering the
Building and Property and providing protection against all perils included
within the classification "fire and extended coverage", business
interruption/rent loss insurance for a period not to exceed eighteen (18)
months and any other commercially reasonable coverages for similar buildings in
the amounts as reasonably required by Landlord's lender. In any event,
Landlord agrees to carry with companies reasonably acceptable to Tenant, during
the Term hereof, all risk property insurance ("Landlord's Property Insurance")
covering fire and extended coverage, vandalism and malicious mischief,
sprinkler leakage and all other perils of direct physical loss or damage
insuring the improvements and betterments located in the Building, including
the Demised Premises and all appurtenances thereto (excluding Tenant's
Property) for the full replacement value thereof. If the Building is within a
federally designated flood plain, Landlord shall also carry flood insurance in
the maximum amount available, not to exceed the full insurable value of the
Building, including the Demised Premises. During construction of the Building,
Landlord shall carry, at its own expense, Builder's Risk Insurance in
appropriate amounts. Landlord, upon request, shall furnish Tenant certificates
of the insurance required of Landlord pursuant to this Paragraph. In addition,
Landlord shall maintain on the Building and Property, public liability and
property damage insurance in amounts equal to those required to be maintained
by Tenant as set forth in Paragraph 11.A.
C. Tenant agrees to carry all risk insurance covering Tenant's fixtures,
furnishings, wall covering, carpeting, drapes,
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equipment and all other items of personal property of Tenant located on
or within the Demised Premises in amounts as may be determined by Tenant
("Tenant's Property Insurance"). Landlord agrees it shall not have any right,
title or interest in and to Tenant's Property Insurance or any proceeds
therefrom.
D. Except for Tenant's Property Insurance, all policies of insurance
described above shall name Landlord and any mortgagee of Landlord as named
insureds, and shall include an endorsement providing that the policies will not
be cancelled or amended until after thirty (30) days' prior notice to Landlord.
All such policies of insurance shall be issued by a financially responsible
company or companies satisfactory to Landlord and authorized to issue such
policy or policies, and licensed to do business in the State of Florida.
Tenant shall deposit with Landlord duplicate originals of such insurance on or
prior to the Rental Commencement Date, together with evidence of paid-up
premiums, and shall deposit with Landlord renewals thereof at least fifteen
(15) days prior to expiration of any such policies.
12. Fire or Other Casualty.
12.01 If the Building or the Demised Premises shall be partially or
totally damaged or destroyed by fire or other cause (and if this Lease shall
not have been terminated as in this Paragraph 12 hereinafter provided),
Landlord shall promptly repair the damage and restore and rebuild the Building
and the Demised Premises to substantially the same condition as existed prior
to the fire or other casualty, at its expense (without limiting the rights of
Landlord under any other provisions of this Lease), after notice to it of the
damage or destruction; provided, however, that Landlord shall not be required
to repair or replace any of Tenant's Property.
12.02 (a) if the Building or the Demised Premises shall be partially
damaged or partially destroyed by fire or other cause, then the rents payable
hereunder shall be abated to the extent that the Demised Premises shall have
been rendered untenantable or rendered inaccessible for the period from the
date of such damage or destruction to the date the damage shall be repaired or
restored. In the event that so much of the Demised Premises shall be damaged,
destroyed or rendered inaccessible that Tenant is unable to conduct its
business in a reasonable manner in the undamaged or non-destroyed portion of
the Demised Premises, then, if Tenant moves out of the entire Demised Premises
until the restoration work has been completed, the rent therefor shall be fully
abated.
(b) if the Demised Premises or a major part thereof shall be totally
(which shall be deemed to include substantially totally) damaged or destroyed
or rendered completely (which shall be deemed to include substantially
completely) untenantable or inaccessible on account of fire or other cause,
then the rents shall abate as of the date of the damage or destruction and
until Landlord shall repair, restore and rebuild the Demised Premises including
access thereto, provided, however, that should Tenant reoccupy a portion of the
Demised Premises for the conduct of business during the period the restoration
work is taking place and prior to the date that the same are made completely
tenantable, rents allocable to such portion shall be payable by Tenant from the
date of such occupancy.
(c) if the Demised Premises or a major part thereof shall be totally
(which shall be deemed to include substantially totally) damaged or destroyed
or rendered completely (which shall be deemed to include substantially
completely) untenantable on account of fire or other cause, then within ninety
(90) days after such damage or destruction to the Demised Premises, Landlord
shall deliver to Tenant a statement prepared by a reputable contractor setting
forth such contractor's estimate as to the time required to repair such damage.
If the estimated time period exceeds 180 days from the date of such statement,
Tenant may elect to terminate this Lease by notice to Landlord not later than
thirty (30) days following receipt of such statement. If Tenant
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makes such election, the term of this Lease shall expire upon the
thirtieth (30th) day after notice of such election is given by Tenant, and
Tenant shall vacate the Demised Premises and surrender same to Landlord in
accordance with the provisions of Paragraph 7 hereof. If Tenant shall not have
elected to terminate this Lease pursuant to this Section 12.02(c) (or is not
entitled to terminate this Lease pursuant to this Paragraph 12) and such
repairs are not made by Landlord within two (2) months after the expiration of
the period estimated for effecting such repairs, then Tenant may elect to
terminate this Lease by giving notice to Landlord not later than sixty (60)
days following expiration of the aforesaid restoration period. If Tenant makes
such election, the term of this Lease shall expire on the thirtieth (30th) day
after notice of such election is given by Tenant, and Tenant shall vacate the
Demised Premises and surrender the same to Landlord in accordance with the
provisions of Paragraph 7 hereof.
12.03 If the Building shall be so damaged or destroyed by fire or
other cause (whether or not the Demised Premises are damaged or destroyed) as
to require a reasonably estimated expenditure to restore of more than 25% of
the full insurable value of the Building immediately prior to the casualty,
then Landlord may terminate this Lease by giving Tenant notice to such effect
within ninety (90) days after the date of the casualty. Notwithstanding the
foregoing, Landlord may not exercise such option unless it terminates, at the
same time, all leases of space in the Building. In such event, this Lease
shall terminate on the thirtieth (30th) day after the giving of such notice of
termination and the rents payable hereunder shall be apportioned as of the date
of such termination with respect to the undamaged portion of the Demised
Premises and as of the date of damage with respect to the damaged portion of
the Demised Premises (except as to those portions which were reoccupied by
Tenant). Within ninety (90) days after such damage or destruction to the
Demised Premises, Landlord shall deliver to Tenant a statement prepared by a
reputable contractor setting forth such contractor's estimate as to the time
required to repair such damage. If the estimated time period exceeds 180 days
from the date of such statement or if the remaining unexpired term of the Lease
is less than two (2) years, Tenant may elect to terminate this Lease by notice
to Landlord not later than sixty (60) days following receipt of such statement.
If Tenant makes such election, the term of this Lease shall expire upon the
thirtieth (30th) day after notice of such election is given by Tenant, and
Tenant shall vacate the Demised Premises and surrender same to Landlord in
accordance with the provisions of Paragraph 7 hereof. If Tenant shall not have
elected to terminate this Lease pursuant to this Section 12.03 (or is not
entitled to terminate this Lease pursuant to this Paragraph 12) and such
repairs are not made by Landlord within two (2) months after the expiration of
the period estimated for effecting such repairs, then Tenant may elect to
terminate this Lease by giving notice to Landlord not later than sixty (60)
days following expiration of the aforesaid restoration period. If Tenant makes
such election, the term of this Lease shall expire on the thirtieth (30th) day
after notice of such election is given by Tenant, and Tenant shall vacate the
Demised Premises and surrender the same to Landlord in accordance with the
provisions of Paragraph 7 hereof.
12.04 No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the Building pursuant
to this Paragrpah, and the time periods provided to Landlord to complete
repairs or restoration shall be extended by the period of any delay beyond the
control of Landlord which arises by reason of adjustment of insurance.
Notwithstanding the foregoing, Landlord shall be obligated to use all
reasonable efforts in order to effectuate an expeditious adjustment with its
insurance carrier and to proceed with due diligence in connection with such
repair or restoration. Such obligation on Landlord's part shall include the
requirement, subject to its lender's consent, that Landlord seek a loan in
order to finance such repair or restoration based upon its anticipated
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insurance settlement, if in Landlord's reasonable judgment same would be
commercially reasonable.
13. Increase in Premiums. Tenant shall not do, permit or suffer to be done any
act, matter, thing or failure to act in respect to the Property or the
Demised Premises or use or occupy the Property or the Demised Premises or
conduct or operate Tenant's business in any manner objectionable to insurance
companies whereby the fire insurance or any other insurance now in force or
hereafter to be placed on the Demised Premises or any part thereof shall become
void or suspended or whereby any premiums in respect of insurance maintained by
Landlord shall be higher than those which would normally have been in effect
for the occupancy contemplated under the permitted uses. In case of a breach
of this covenant, in addition to all other rights and remedies of Landlord
hereunder, Tenant shall (a) indemnify Landlord and hold Landlord harmless from
and against any loss which would have been covered by insurance which shall
become void or suspended because of such breach by Tenant, and (b) pay to
Landlord any and all increase of premiums on any insurance, including, without
limitation, rent insurance, resulting from any such breach.
14. Waiver of Subrogation. Landlord and Tenant waive, unless said waiver
should invalidate any insurance required or permitted hereunder, their right to
recover damages against each other for any reason whatsoever to the extent the
damaged party recovers indemnity from its insurance carrier. Any insurance
policy procured by either Tenant or Landlord which does not name the other as a
named insured shall, if obtainable at no extra cost, contain an express waiver
of any right of subrogation by the insurance company, including but not limited
to Tenant's worker's compensation carrier, against Landlord or Tenant,
whichever the case may be.
15. Eminent Domain.
A. If the whole of the Property, Parking Facilities, or the whole of the
Demised Premises shall be taken or condemned for a public or quasi-public use
under any law, ordinance or regulation, or by right of eminent domain or
private purchase in lieu thereof by any competent authority, this Lease shall
terminate and Rent shall abate for the unexpired portion of the term of this
Lease as of the date the right to possession shall vest in the condemning
authority.
B. If part of the Demised Premises or a part of the Parking Facilities
shall be acquired or condemned as aforesaid, and such acquisition or
condemnation shall render the remaining portion unsuitable for the business of
Tenant the term of this Lease shall cease and terminate as provided in
Paragraph 15(A) hereof, provided however, that diminution of area shall not in
and of itself be conclusive as to whether the portion of the Demised Premises
remaining after such acquisition is unsuitable for Tenant's business. If such
partial taking is not extensive enough to render the Demised Premises
unsuitable for the business of Tenant, this Lease shall continue in full force
and effect except that the Annual Rental shall be reduced in the same
proportion that the area of the Demised Premises taken bears to the area
demised. Subject to the rights of any mortgagee of Landlord's estate, Landlord
shall, upon receipt of the net condemnation award, make all necessary repairs
or alterations to the Building, Property and Parking Facilities so as to render
the portion of the Property not taken a complete architectural unit, but
Landlord shall in no event be required to spend for such work an amount in
excess of the net amount received by Landlord as damages for the part of the
Building, Property and Parking Facilities so taken. "Net amount received by
Landlord" shall mean that portion of the condemnation award in excess of any
sums required to be paid by Landlord to the holder of any mortgage on the
property so condemned, and all expenses and legal fees incurred by Landlord in
connection with the condemnation proceeding.
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C. If part of the Building or Parking Facilities, but no part of the
Demised Premises, is taken or condemned as aforesaid, and, such partial
acquisition or condemnation shall render Landlord unable to comply with its
obligations under this Lease, or shall render the Demised Premises unsuitable
for the business of Tenant, the term of the Lease shall cease and terminate as
provided in Paragraph 15.A. hereof, by Landlord sending notice to such effect
to Tenant, whereupon Tenant shall immediately vacate the Demised Premises.
D. In the event of any condemnation or taking as hereinbefore provided,
whether whole or partial, Tenant shall not be entitled to any part of the
award, as damages or otherwise, for such condemnation and Landlord is to
receive the full amount of such award, and Tenant hereby expressly waives any
right or claim to any part thereof. Although all damages in the event of any
condemnation are to belong to the Landlord whether such damages are awarded as
compensation for diminution in value of the leasehold or the fee of the Demised
Premises, Tenant shall have the right to claim and recover from the condemning
authority, but not from Landlord, such compensation as may be separately
awarded or recoverable by Tenant in Tenant's own right on account of any damage
to Tenant's Property, Tenant's business by reason of the condemnation and for
or on account of any cost or loss to which Tenant might be put in removing
Tenant's merchandise, furniture, fixtures, and equipment, or the loss of
Tenant's business or decrease in value thereof.
16. Events of Tenant's Default. Each of the following events shall constitute
an Event of Default under this Lease:
A. If Tenant shall fail to pay Rent within five (5) days of the date of
written notice from Landlord that said Rent is past due (provided that Landlord
shall not be required to provide said written notice more than two (2) times in
any calendar year); or
B. If Tenant shall fail to perform or observe any of the other covenants,
terms or conditions contained in this Lease within thirty (30) days after
written notice thereof by Landlord (provided that Tenant shall not be deemed to
be in default if the default is of such a nature that it cannot be cured within
thirty (30) days and Tenant commences to cure its default within said thirty
(30) day period and diligently pursues the cure to completion; or
C. If a receiver or trustee is appointed to take possession of all or a
substantial portion of the assets of Tenant and such receiver or trustee is not
dismissed within thirty (30) days; or
D. If Tenant makes an assignment for the benefit of creditors; or
E. If any bankruptcy, reorganization, insolvency, creditor adjustment or
debt rehabilitation proceedings are instituted by or against Tenant under any
state or federal law and the same are not dismissed within thirty (30) days; or
F. If levy, execution, or attachment proceedings or other process of law
are commenced upon, on or against Tenant or a substantial portion of Tenant's
assets and the same are not dismissed within thirty (30) days; or
G. If a liquidator, receiver, custodian, sequester, conservator, trustee,
or other similar judicial officer is applied for by Tenant; or
H. If Tenant becomes insolvent in the bankruptcy or equity sense; or
I. Intentionally Omitted.
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17. Landlord's Remedies.
A. If Tenant fails to pay Annual Rental, Additional Rent, or any other
sum payable to Landlord hereunder within five(5) days of the date when due,
Tenant shall pay a late charge in the amount of five percent (5%) of the amount
of the delinquent payment plus interest accruing on the unpaid sums from the
date such sums are due at a rate equal to the rate of interest paid by Landlord
on sums borrowed by Landlord (the "Late Charge"). The Late Charge shall be
Additional Rent under the terms of this Lease. In no event however shall any
interest or other charge on any delinquent payments exceed the amount allowed
to be charged under the usury laws of the State of Florida, it being
acknowledged and agreed that any amount in excess of such limitation shall be
refunded to Tenant by Landlord by means of a credit against the next
installment(s) of Rent coming due hereunder, or if no such Rent payments remain
to be paid, then the excess shall be refunded in cash. The Late Charge shall
be in addition to, and shall not in any way limit any other rights or remedies
available to Landlord under the terms of this Lease or at law and in equity.
B. Upon the occurrence of an Event of Default, Landlord may, at any time
thereafter, and in addition to any other available rights or remedies at law
and/or in equity, elect any one or more of the following remedies:
(1) Intentionally Omitted.
(2) To immediately re-enter the Demised Premises, including Tenant's
exclusive Parking Facilities, without accepting surrender of the leasehold
estate and remove all persons and all or any property therefrom, with or
without summary dispossession proceedings or by any suitable action or
proceeding at law, without being liable to indictment, prosecution or damages
therefor, and repossess and enjoy the Demised Premises; together with all
additions, alterations and improvements. Upon recovering possession of the
Demised Premises by reason of or based upon or arising out of a default on the
part of Tenant, Landlord may, at Landlord's option, either terminate this Lease
or make such alterations and repairs as may be necessary in order to relet the
Demised Premises or any part or parts thereof, either in Landlord's name or
otherwise, for a term or terms which may at Landlord's option be less than or
exceed the period which would otherwise have constituted the balance of the
Term of this Lease and at such rent or rents and upon such other terms and
conditions as in Landlord's sole discretion may seem advisable and to such
person or persons as may in Landlord's discretion seem best. Upon each such
reletting all rents received by Landlord from such reletting shall be applied:
first, to the payment of any indebtedness other than Rent due hereunder from
Tenant to Landlord; second, to the payment of any costs and expenses of such
reletting, including brokerage fees and attorney's fees and all costs of such
alterations and repairs; third, to the payment of Rent due and unpaid
hereunder; and the residue if any, shall be held by Landlord and applied in
payment of future rent as it may become due and payable hereunder. If such
rentals received from such reletting during any month shall be less than that
to be paid during that month by Tenant hereunder, Tenant shall pay any such
deficiency to Landlord. Such deficiency shall be calculated and paid monthly.
No such re-entry or taking possession of the Demised Premises or the making of
alterations and/or improvements thereto or the reletting thereof shall be
construed as an election on the part of Landlord to terminate this Lease unless
written notice of such intention be given to Tenant. Landlord shall in no event
be liable in any way whatsoever for failure to relet the Demised Premises or,
in the event that the Demised Premises or any part or parts thereof are relet,
for failure to collect the rent thereof under such reletting. Tenant, for
Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and
appoints Landlord as Tenant's agent to collect the rents due and to become due
under all subleases of the Demised Premises or any part thereof without in any
way affecting Tenant's obligation to pay any unpaid balance of Rent due or to
become due hereunder. Notwithstanding any such reletting without termination,
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Landlord may at any time thereafter elect to terminate this Lease for such
previous breach.
(3) To terminate this Lease and the term hereby created without any
right on the part of Tenant to waive the forfeiture by payment of any sum due
or by other performance of any condition, term or covenant broken, whereupon
Landlord shall be entitled to recover, any and all sums and damages for
violation of Tenant's obligations hereunder accrued and unpaid or which have
arisen at the time of such termination.
C. No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy herein or by law provided
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 or by statute.
D. In the event of a breach by Tenant of any of the covenants or
provisions hereof, Landlord, in its sole and absolute discretion, shall have
the right of injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not herein
provided for in law or in equity.
E. No waiver by Landlord of any breach by Tenant of any of Tenant's
obligations, agreements or covenants herein shall be a waiver of any subsequent
breach or of any obligation, agreement or covenant, 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.
F. If Tenant defaults under any of the covenants or provisions of this
Lease, Landlord, in its sole and absolute discretion and in addition to any
other available rights or remedies, may elect to cure Tenant's default in which
event any sums advanced and any costs incurred by Landlord in curing such
default shall be due and payable by Tenant to Landlord upon demand together
with interest thereon from the date the sums are advanced or the costs are
incurred until paid to Landlord.
G. Landlord shall use reasonable efforts to mitigate its damages in the
event of any default by Tenant hereunder.
18. Landlord's Default/Tenant's Remedies. If Landlord shall fail to
perform any provision of this Lease or breach any covenant contained on the
part of Landlord, Tenant shall give Landlord written notice thereof, and
Landlord shall have thirty (30) days after receipt of Tenant's notice to remedy
the failure or breach, unless the failure or breach is of such a nature that it
may not be cured within thirty (30) days in which event, Landlord shall
commence to cure the failure or breach within said thirty (30) day period and
diligently pursue the cure to completion. If Landlord fails to cure its
default within said thirty (30) day period, or commence the cure and diligently
complete same as applicable, Tenant shall be entitled to remedy Landlord's
default and deduct the reasonable cost of doing so from the next payment of
Rents then coming due under the Lease. If the default is of such a nature that
it may not be remedied by Tenant, Tenant shall be entitled to seek equitable
relief in order to compel Landlord's cure of the default. In such event,
Tenant shall be entitled to recover its reasonable attorneys' fees and costs in
seeking such equitable remedy.
19. Quiet Enjoyment. Upon paying the Rent, and upon Tenant's
observance and keeping of all the covenants, agreements and conditions of this
Lease, Tenant shall quietly have and enjoy the Demised Premises during the term
of this Lease without hindrance or molestation by anyone claiming by or through
Landlord; subject, however, to the terms, exceptions, reservations and
conditions of this Lease. Landlord and Tenant agree that this provision shall
be deemed a covenant remaining with the Land, which shall bind Landlord's
successors and/or assigns.
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20. No Waiver. The failure of either party to insist in any one or more
instances upon the strict performance of any one or more agreements, terms,
covenants, conditions, or obligations of this Lease, or to exercise any right,
remedy or election therein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more
obligations of this Lease or of the right to exercise such right, remedy or
election, with respect to any subsequent breach, act, or omission. The manner
of enforcement or the failure of Landlord to enforce any of the covenants,
conditions, rules and regulations set forth herein or hereafter adopted,
against any tenant in the Building shall not be deemed a waiver of any such
covenants, conditions, rules and regulations.
21. Subordination Non-Disturbance and Attornment/Estoppel.
A. Upon written request of Landlord, or any mortgagee or beneficiary of
Landlord, Tenant will in writing, subordinate its right hereunder to the
interest of any ground lessor of the Land upon which the Demised Premises is
situated and to the lien of any mortgage or deed of trust, now or hereafter in
force against the Land and Building of which the Demised Premises is a part,
and upon any building hereafter placed upon the land of which the Demised
Premises is a part and to all advances made or hereafter to be made upon the
security thereof; provided, however, that the ground lessor, or the mortgagee
or trustee named in said mortgage or trust deed shall agree that Tenant's
peaceable possession of the Demised Premises or its rights under this Lease
will not be diminished on account thereof.
B. In the event any proceedings are brought for foreclosure, or in the
event of the exercise of the power of sale under any mortgage or deeds of
trust, upon any such foreclosure or sale Tenant agrees to recognize such
beneficiary or purchaser as the Landlord under this Lease, provided Tenant's
right to possession continues unabated and Tenant's rights under this Lease
continue undiminished.
C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement
from its current lender(s) and the ground lessor, if any, and delivery same to
Tenant within thirty (30) days from the date hereof and from any future lender
within thirty (30) days from obtaining financing from such lender,
substantially in accordance with the form attached hereto as Exhibit "H".
D. Intentionally Omitted.
E. Within ten business (10) days after written request from Landlord from
time to time, Tenant shall execute and deliver to Landlord, or Landlord's
designee, a written statement certifying, (i) that this Lease is unmodified and
in full force and effect, or is in full force and effect as modified and
stating the modifications; (ii) the amount of Annual Rent and the date to which
Annual Rent and Additional Rent have been paid in advance; and (iii) that
Landlord is not in default hereunder or, if Landlord is claimed to be in
default, stating the nature of any claimed default; (iv) the amount of security
deposit Landlord is holding, if any, and (v) any options to renew or purchase
that Tenant may have.
22. Notices. All bills, statements, notices or communications which either
party hereto may desire or be required to give to the other shall be given or
rendered in writing and either hand delivered to Landlord or Tenant or sent by
registered or certified mail or overnight courier, postage prepaid, addressed
to Landlord or Tenant at the address set forth on the first page hereof or any
other address pursuant to notice given as herein set forth. In addition, if
the notice is given to Landlord, copies shall be provided to Tambone Real
Estate Development Corporation, 4500 PGA Blvd., Suite 304, Palm Beach Gardens,
FL 33418, and John F. Flanigan, Esquire, Moyle, Flanigan, Katz, et al, 625 N.
Flagler Drive, Barnett Centre, 9th Floor, West Palm Beach, FL 33401. Any
notices given in accordance with the Lease shall be deemed to be
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given when the same is hand delivered to the other party, delivered by
the overnight courier or upon acceptance or refusal of the certified or
registered mail. as the case may be.
23. Holding Over. Should Tenant continue to occupy the Demised Premises after
expiration of the term of this Lease or any renewals thereof, such tenancy
shall (without limitation on any of Landlord's rights or remedies therefor) be
one at sufferance from month to month at a minimum monthly rent equal to 150%
of the Rent payable for the last month of the term of this Lease.
24. Brokers. Tenant represents and warrants that it has not employed any
broker or agent as its representative in the negotiation for or the obtaining
of this Lease other than PREVE LIBERATORE & BARTON ("Broker") whose commission
shall be paid by Landlord pursuant to a separate written agreement, and agrees
to indemnify and hold Landlord harmless from and against any and all cost or
liability for compensation (including, without limitation, reasonable
attorneys' fees and costs) claimed by any other broker or agent other than
Broker with whom it has dealt or claimed to have been engaged by Tenant.
25. Definitions of Landlord and Tenant.
A. The word "Tenant" as used in this Lease shall be construed to mean
tenants in all cases where there is more than one tenant, and the necessary
grammatical changes required to make the provisions hereof apply to
corporations, partnerships, or individuals, men or women, shall in all cases be
assumed as through in each case fully expressed. Each provision hereof shall
extend to and shall, as the case may require, bind and inure to the benefit of
Tenant and its heirs, legal representatives, successors and assigns, provided
that this Lease shall not inure to the benefit of any assignee, heir, legal
representative, transferee or successor of Tenant except upon the express
written consent or election of Landlord, except as herein otherwise provided.
B. The term "Landlord" as used in this Lease shall mean the fee owner
of the Building or, if different, the party holding and exercising the right,
as against all others (except space tenants of Building) to possession of the
Building. In the event of voluntary or involuntary transfer of such Ownership
or right to a successor in interest of Landlord, Landlord shall be freed and
relieved of all liability and obligation hereunder which shall thereafter
accrue (and, as to any unapplied portion of Tenant's security deposit, Landlord
shall be relieved of all liability therefore upon transfer of such portion to
its successor in interest) and Tenant shall look solely to such successor in
interest for the performance of the covenants and obligations of Landlord
hereunder which shall thereafter accrue, provided that such successor in
interest agrees to assume and be bound by the terms of this Lease. Subject to
the foregoing, the provisions hereof shall be binding upon and inure to the
benefit of the heirs, personal representatives, successors and assigns of
Landlord. In no event shall the liability of Landlord to Tenant hereunder
exceed Landlord's interest in the Building. Tenant agrees that no judgment
arising from any default of Tenant's agreements under the terms of this Lease
or by reason of any willful or negligent act of Landlord and its building
manager, and their employees, officers, agents and independent contractors,
shall attach against any property of Landlord other than the Building, and in
no event shall any such judgment constitute a lien upon any other lands or
properties owned by Landlord wheresoever located. Neither shall any such
judgment attach or constitute a lien against any property of any principal or
partner of the Landlord, or of their heirs, executors, administrators,
successors or assigns.
26. Prior Agreements; Amendments. Neither party hereto has made any
representations or promises except as contained herein. No agreement
hereinafter made shall be effective to change, modify, discharge or effect an
abandonment of this Lease, in whole or in part, unless such agreement is in
writing and signed by the party
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against whom enforcement of the change, modification, discharge or
abandonment is sought.
27. Captions. The captions of the Paragraphs in this Lease are inserted and
included solely for convenience and shall not be considered or given any effect
in construing the provisions hereof.
28. Construction of Lease. If any term of this Lease, or the application
thereof to any person or circumstances, shall to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term of this Lease shall
be valid and enforceable to the fullest extent permitted by law.
29. Construction Liens, etc.
A. Tenant shall comply with the Construction Lien Law of the State of
Florida as set forth in Florida Statutes, Chapter 713. Tenant will not create
or permit to be created or remain as a result of any action or work done or
contracted for by Tenant, and will discharge, any lien, encumbrance or charge
(levied on account of any imposition or any mechanic's, laborer's or
materialman's lien) which might be or become a lien, encumbrance or charge upon
the Property, the Demised Premises or any part thereof or the income therefrom,
whether or not the same shall have any priority or preference over or ranking
on a parity with the estate, rights and interest of Landlord in the Property,
the Demised Premises or any part thereof, or the income therefrom, and Tenant
will not suffer any other matter or thing whereby the estate, rights and
interest of Landlord in the Property, the Demised Premises or any part thereof
might be impaired; provided that any mechanic's, laborer's or materialman's
lien may be discharged in accordance with Subparagraph B of this Paragraph 29.
B. If any construction, laborer's or materialman's lien shall at any
time be filed against the Building, the Demised Premises or any part thereof as
a result of any action or work done on behalf of or contracted for by Tenant,
Tenant, within fifteen (15) days after notice of the filing thereof, will cause
it to be discharged of record by payment, deposit, bond, order of the court of
competent jurisdiction or otherwise. If Tenant shall fail to cause such lien
to be discharged within the period aforesaid, then in addition to any other
right or remedy, Landlord may, but shall not be obligated to, discharge it
either by paying the amount claimed to be due or by transferring same to
security, and in any such event, Landlord shall be entitled, if Landlord so
elects, to compel prosecution of any action for the foreclosure of such lien by
the lienor and to pay the amount of the judgment in favor of the lienor with
interest costs and allowances. Any amount so paid by Landlord and all costs,
expenses, and fees including without limitation attorneys' fees, incurred by
Landlord in connection with any mechanic's, laborer's or materialman's lien,
whether or to the same has been discharged of record by payment, deposit, bond,
order of the court of competent jurisdiction or otherwise, together with
interest thereon, at the maximum rate permitted by law, from the respective
dates of Landlord's making of the payments and incurring of the costs and
expenses, shall constitute Additional Rent payable by Tenant to Landlord upon
demand.
C. Nothing contained in this Lease shall be deemed or construed in any way
as constituting the consent or request of Landlord, express or implied by
inference or otherwise, to any contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials
for any alteration, addition, improvement or repair to the Property, the
Demised Premises or any part thereof, nor as giving Tenant any right, power or
authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to the filing of any lien
against the Property, the Demised Premises or any part thereof, nor to subject
Landlord's estate in the Property to liability under the Construction Lien Law
of the
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State of Florida in any way, it being expressly understood that Landlord's
estate shall not be subject to any such liability.
D. Notwithstanding any provision to the contrary set forth in this Lease,
it is expressly understood and agreed that the interest of the Landlord shall
not be subject to liens for improvements made by Tenant in and to the Demised
Premises, including the Leasehold Improvements, Tenant shall notify each and
every contractor making any such improvements of the provision set forth in the
preceding sentence of this Paragraph, and shall require each such contractor to
execute an agreement providing that it will look solely to Tenant for payment
in connection with improvements and will not file any liens or notices to owner
in connection with the improvements. The parties agree to execute, acknowledge
and deliver to Landlord without charge a Construction Lien Notice, in
recordable form, containing a confirmation that the interest of the Landlord
shall not be subject to liens for improvements made by Tenant to the Property
or the Demised Premises.
30. Certain Rights Reserved to Landlord. Landlord reserves the following
rights:
A. Adjoining Areas. The use and reasonable access thereto through the
Demised Premises for the purposes of operation, maintenance, decoration and
repair of all walls, windows and doors bounding the Demised Premises (including
exterior walls of the Building, core corridor walls and doors and any core
corridor entrance) except the inside surface thereof, any terraces or roofs
adjacent to the Demised Premises and any space in or adjacent to the Demised
Premises used for shafts, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other facilities are reserved to Landlord. Landlord shall
use reasonable efforts to minimize any disruption of Tenant's operations caused
by the exercise of Landlord's rights hereunder.
B. Common Areas and Parking Facilities. Subject to Tenant's parking
rights as set forth in the attached Parking Space Schedule, Landlord shall have
the exclusive right to manage the Common Areas and the Parking Facilities.
31. Intentionally Omitted.
32. Rules and Regulations. Tenant covenants and agrees that it shall
comply with and observe all nondiscriminatory, uniformly applied reasonable
rules and regulations ("Rules and Regulations") which Landlord shall from time
to time promulgate for the management and use of the Demised Premises, the
Building and the Parking Facilities. Landlord's initial Rules and Regulations
are set forth on Exhibit "I" attached hereto and made a part hereof Landlord
shall have the right from time to time to reasonably amend or supplement the
Rules and Regulations theretofore promulgated.
33. WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY WAIVE ANY AND ALL RIGHT
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, OR SUBSEQUENT
PROCEEDING, BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY
MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
TENANT'S USE OR OCCUPANCY OF THE DEMISED PREMISES, THE BUILDING OR THE PARKING
FACILITIES AND/OR ANY CLAIM OF INJURY OR DAMAGE.
34. 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.
35. No Option. The submission of this Lease to Tenant for examination does not
constitute a reservation of or option for the Demised Premises and this Lease
becomes effective as a lease only upon execution and delivery thereof by the
Landlord and Tenant.
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36. Force Majeure. Notwithstanding anything to the contrary contained herein,
neither Landlord nor Tenant shall be deemed in default with respect to any
obligation hereunder, if their inability to perform is due to any event of
Force Majeure. "Force Majeure" shall mean any and all causes beyond the
reasonable control of a party, including, without limitation, governmental
restrictions, labor disputes (including strikes, slowdowns and similar labor
problems), accident, mechanical breakdown, shortages or inability to obtain
labor, fuel, steam, water, electricity or materials (for which no substitute is
readily available at an economically reasonable price), acts of God, enemy
action, civil commotion, fire or other casualty. Force Majeure shall not
include the financial condition of a party or its inability to make payments.
No party shall be entitled to claim Force Majeure unless it shall have given
the other party notice of the cause of such Force Majeure with reasonable
promptness after it shall make a good faith determination that it will seek the
benefit of Force Majeure.
37. Recording. Landlord and Tenant acknowledge and agree that a Memorandum of
Lease in form and substance as attached hereto as Exhibit "J" shall be recorded
in the Public Records of Palm Beach County, Florida. The Memorandum will be
recorded by Landlord within three (3) business days of the closing of the
purchase of the Land by Landlord.
38. Expansion Option. Tenant shall have the right on the fifth (5th)
anniversary of the Rental Commencement Date to lease up to an additional Three
Thousand Two Hundred Eighty (3,280) square feet, on the first floor of the
Building, or such greater amount of square footage which has not been leased by
Tenant if Tenant elects to reduce the size of the Demised Premises as set forth
in Paragraph 1.B. or if Landlord increases the size of the Building pursuant to
Paragraph 47. (The portions of the adjacent square footage on which Tenant
shall hold options hereunder and any space leased by Tenant pursuant to
Paragraph 39 below, shall be defined herein as the "Additional Space"). Tenant
shall only be entitled to lease the Additional Space in increments to be
determined by the size of the existing office suites developed in the
Additional Space. The per square foot rental rate for the Additional Space
will be the rate then being paid by Tenant under this Lease for the Demised
Premises with the exception that Landlord shall provide Tenant with an
improvement allowance for the Additional Space equal to the then "Fair Market"
(as defined in the attached Exhibit "K") for such improvement allowances. If
Landlord and Tenant cannot agree on a "Fair Market" improvement allowance, the
improvement allowance matter will be resolved via arbitration pursuant to the
procedure set forth in Exhibit "K". Tenant shall provide Landlord with nine (9)
months prior written notice of its election to expand into the Additional Space
in accordance with the option granted in this Paragraph 38, failing which, the
option shall be deemed waived and of no further force and effect. Upon
delivery of possession of the Additional Space to Tenant, Tenant shall have
ninety (90) days to construct its leasehold improvements to the Additional
Space with Rent to commence for the Additional Space on the earlier of
occupancy for the purpose of conducting its business of the Additional Space by
Tenant or ninety (90) days from the delivery of possession of the Additional
Space to Tenant for its leasehold improvements.
39. Preferential Right to Lease. Tenant shall have the first right to lease
any Additional Space which becomes vacant in the Building (after first being
occupied) during the term of the Lease. The per square foot rental rate for
any Additional Space under this Paragraph shall be the then prevailing "Fair
Market" per square foot rental rate, including a "Fair Market" tenant
improvement allowance determined in accordance with Exhibit "J". Tenant shall
have ten (10) days from receipt of written notice from Landlord that Additional
Space is or will become vacant in the Building to exercise its right under this
paragraph. Landlord shall give Tenant ninety (90) days prior notice with
respect to Additional Space which is to become vacant as a result of the
expiration of the stated term of another tenant's lease and use its best
efforts to give Tenant as much notice as possible with respect to any
unscheduled vacancies. If Tenant exercises its right to lease
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Additional Space pursuant to this Paragraph, Tenant shall have sixty
(60) days from receipt of "as built" plans for the Additional Space to design
any leasehold improvements Tenant desires to make to the Additional Space and
ninety (90) days to construct the leasehold improvements. Rent shall commence
for any Additional Space leased under this Paragraph on the earlier of (a) the
date of occupancy of all or a portion of the Additional Space by Tenant, (b)
completion of construction of the leasehold improvements to the Additional
Space as evidenced by a Certificate of Occupancy thereof, or (c) ninety (90)
days from the delivery of the Additional Space to Tenant for construction of
Tenant's leasehold improvements. If Tenant leases any space under this
Paragraph the term of the Lease for the Additional Space shall run concurrently
and end coterminously with the balance of the term of the Lease for the Demised
Premises.
40. Renewal Options. Provided Tenant is not in default in payment of
Rent at the time of exercise or at the time of commencement of any of the
renewal options referred to herein, Tenant shall have three (3) five (5) year
options to extend the Term of the Lease after the expiration of the original
Term. To exercise each of the options, Tenant must give Landlord written
notice of its intention to exercise the option not less than twelve (12) months
prior to the expiration of the original Term of the Lease or the applicable
renewal Term. If Tenant fails to give twelve (12) months notice of its
intention to exercise the option, and if Landlord has not committed the space
to another prospect as evidenced by a signed Letter of Intent for the Demised
Premises or a portion thereof, Tenant shall be entitled to elect to exercise
the option on or before that day which is nine (9) months prior to the
expiration of the original Term of the Lease or the then applicable renewal
Term. If Tenant elects to exercise any of its renewal options pursuant to the
terms of this paragraph, the per square foot rental for each renewal Term for
the Demised Premises and any Additional Space during each renewal Term shall be
the Fair Market per square foot rental rate (including any Fair Market
improvement allowance) at the time of the applicable renewal determined in
accordance with the provisions of Exhibit "J", provided, however, that in no
event shall the Rent for the first renewal Term be higher than $25.00 per
square foot, plus any Excess Operating Expenses to be paid by Tenant as
Additional Rent pursuant to Paragraph 5. If Tenant fails to give notice as
required herein of its exercise of any renewal option, then such option and all
subsequent options shall terminate and be of no further force and effect.
41. Storage Space. Tenant shall be granted the use of three thousand (3,000)
square feet of storage space in the Building at no additional Rent, if, through
collaboration with Tenant's architect, Landlord is able to design such space
into the Building at no additional construction cost.
42. Signage. Tenant shall have the exclusive right to display its sign and
logo on the Building in the following locations:
A. On two (2) sides of the Building on the top of the Building attached to
the stucco parapet wall as shown on the Building Plans and Specifications;
B. Above the entry of Tenant's exclusive lobby on the first floor of the
Building;
C. On the ground mounted monument signage to be located at the entrance to
the Property.
43. Satellite Dish. Tenant shall have the right, at its own expense, but at no
additional charge from Landlord, to install a satellite dish and/or antenna on
the roof subject to Tenant obtaining any and all required governmental
approvals of the installation. The cost of any required screening of the roof
mounted equipment shall be included in the cost to be paid by Tenant for the
roof mounted equipment. Tenant shall not install
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any equipment on the roof which will overburden the Building structure
or require any additional structural expense in construction of the Building.
Landlord shall cooperate fully with Tenant in obtaining all required approvals
of the satellite dish and/or antenna. Landlord shall not install any other
satellite dish or antenna on the roof which would interfere with Tenant's
signals or reception.
44. Option to Purchase. Tenant shall have the option to purchase the Building
at any time from the date of execution of the Lease, through that date which is
one (1) year from the issuance of the Certificate of Occupancy for the
Building. If Tenant exercises its option to purchase, the purchase price shall
be Thirteen Million One Hundred Fifteen Thousand Ten and 00/100 ($13,115,010)
(based on the gross square footage of the Building of 95,280 square feet at
$137.65/gross square foot. If the gross square footage of the Building is
increased as set forth in Paragraph 47, the purchase price shall be increased
accordingly). If Landlord has applied for or closed permanent financing prior
to Tenant exercising its option to purchase the Building, Tenant shall pay, in
addition to the purchase price, any and all costs and expenses incurred by
Landlord in connection with the permanent financing, (but not the construction
loan financing the costs of which shall be borne solely by Landlord) including,
without limitation, documentary stamps, intangible taxes, title insurance
costs, recording costs, prepayment penalties, assumption fees, loan application
fees, and commitment fees. If Tenant elects to exercise its option, it shall
execute and deliver to Landlord a Contract containing the terms set forth
herein and those customarily contained in contracts for the sale of similar
commercial real estate in Palm Beach County Florida which are not inconsistent
with the terms hereof including the obligation of Landlord to pay for the cost
of the documentary stamps on the deed and the title insurance premium. Tenant
shall deliver a cash deposit of $100,000.00 along with such Contract. Closing
shall occur not less than thirty (30) days and no more than one hundred twenty
(120) days from the date of full execution of the Contract, but in no event
prior to issuance of a Certificate of Occupancy for the Demised Premises. Any
sale contemplated hereby, shall be all cash to Landlord. Landlord agrees to
notify Tenant of any and all potential costs to be incurred by Tenant as a
result of Landlord obtaining permanent financing prior to
Landlord attempting to obtain permanent financing on the Building and shall
provide Tenant with copies of the executed loan documents within a reasonable
period of time after closing such permanent financing.
45. Right of First Refusal to Purchase the Building. If the Landlord shall
determine at any time during the term of the Lease to sell the Building and if
Landlord receives a bonafide offer to purchase from a third party, which
Landlord desires to accept, Landlord shall give Tenant ten (10) business days
to exercise its right of the first refusal to purchase the Building on the same
terms and conditions as set forth in the bonafide third party offer. If Tenant
elects to exercise the right of first refusal to purchase the Building, the
purchase shall be closed in accordance with the provisions of the bonafide
third party offer. A sale of the Building shall include any transfer (whether
in a single or a series of transactions) of a majority of the interests in
Landlord.
46. Non-Compete. Landlord shall not lease, or allow any assignment or sublease
to, or sell any premises within the Building or the Property to any competitor
of Tenant, provided Tenant has not exercised its right to assign or sublet the
Demised Premises to an unaffiliated third party or vacated the Building.
47. Expansion of Building. Landlord and Tenant agree that Landlord and Tenant
shall use their best good faith efforts to design Tenants Leasehold
Improvements to allow for the expansion of the two (2) story portion of the
Building up to a maximum of 1,390 additional square feet on the first and
second floors in the area marked as the "Proposed Building Expansion" on
Exhibit "C". If Landlord is successful in completing the Proposed Building
Expansion, any square footage located in the Proposed Building
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Expansion shall be added to (a) in the Additional Space as defined in Paragraph
38, (b) the total square footage of the Building and (c) the total square
footage permitted to be contained in the Building and Adjacent Buildings.
48. Division of Property. Landlord and Tenant acknowledge and agree that the
Building and the Land upon which the Building is located, cannot be replatted
to subdivide the Building and the portion of the Land on which the Building is
located from the entire tract which comprises the Land. Accordingly, Landlord
and Tenant agree that should Tenant elect to exercise its option to purchase
the Building under Paragraph 44 or its right of first refusal under Paragraph
45, then Landlord and Tenant shall cooperate with one another using their best
efforts to obtain an exemption from the platting requirement to enable the
subdivision of the Land. Landlord and Tenant agree to execute such cross
easement agreements and other agreements as may be reasonably necessary to
accomplish the subdivision of the Land. If an exemption cannot be obtained,
then the Building, Adjacent Buildings and Land shall be submitted to a
commercial condominium form of ownership and the Building shall be designated
as a separate unit from the Adjacent Buildings. The Land and Parking
Facilities, landscaping, access roads and signage shall be designated as Common
Areas to be maintained by the owners of the Building and Adjacent Buildings
sharing the cost on a prorata basis. Prior to closing any purchase
contemplated in Paragraph 44 and 45, Landlord and Tenant agree to execute any
and all documentation necessary in order to complete the subdivision of the
Land or conversion to the commercial condominium form of ownership in the event
such conversion is necessitated by Tenant's election of any of the options set
forth herein.
49. Landlord's Representations. Landlord represents and warrants to
Tenant (a) Landlord has entered into a contact to acquire the Land from its
present owner; (b) Landlord shall close on the purchase of the Land on or
before May 1, 1995; (c) Landlord will provide Tenant with copies of any notice
of default which Landlord may receive from the Seller and with a copy of the
executed deed of conveyance within three (3) business days of the closing of
the purchase of the Land; (d) Landlord shall cause the Land, Buildings,
Adjacent Buildings and Parking Facilities to be developed substantially as set
forth on the Site Plan and shall complete the development of the Adjacent
Buildings in such a fashion so as to not interfere with the use by Tenant of
the Building and Parking Facilities. Landlord shall not make any material
changes to the Site Plan without the prior written consent of Tenant, which
shall not be unreasonably withheld or delayed. Landlord further covenants,
represents and warrants that prior to the Rental Commencement Date (i) title to
the Land, including any beneficial interest therein or any interest in this
Lease, shall not be sold, transferred or conveyed by Landlord without Tenant's
prior written consent, which consent may be withheld in Tenant's sole
discretion and (ii) Landlord's obligations to construct the Building pursuant
to the terms of this Lease shall not be delegated to or undertaken by any third
party other than Catalfumo Construction, Inc. Notwithstanding the foregoing,
Landlord shall be permitted to convey the Land to an entity in which Daniel S.
Catalfumo and Richard Tambone collectively own directly or indirectly a
majority or controlling interest provided that reasonably acceptable evidence
of such ownership is furnished to Tenant together with properly executed copies
of the recorded deed of conveyance and written agreement whereby this Lease is
assigned to and assumed by such entity.
50. Security. If Landlord elects to provide security guard service for the
Building or Property or any other property owned by Landlord and located within
the Northcorp project, Landlord shall employ The Wackenhut Corporation Security
Guard Services for such services. Regardless of whether or not Landlord elects
to provide security guard services to the Property, Tenant shall, at its own
cost and expense, be entitled to do so using its own forces, provided that
Tenant's security guard services shall not
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unreasonably interfere with the use of the Adjacent Buildings and
Parking Facilities by the Tenants of the Adjacent Buildings.
51. Environmental Matters.
A. Status of Property. Landlord represents and warrants that any
handling, transportation, storage, treatment or usage of hazardous or toxic
substances (as defined by any applicable government authority and hereinafter
being referred to as "Hazardous Materials") that has occurred or will occur on
the Property (except for any of such activities which may be undertaken by
Tenant or its agents or invitees) shall be in compliance with all applicable
federal, state and local laws, regulations and ordinances. Landlord further
represents and warrants that no leak, spill, discharge, emission or disposal of
Hazardous Materials has occurred on the Property and that the soil,
groundwater, soil vapor on or under the Property are free of Hazardous
Materials as of the date hereof.
B. Indemnification By Landlord. Landlord agrees to indemnify, defend
and hold Tenant and its officers, partners, directors, shareholders, employees
and agents harmless from any claims, judgments, damages, fines, penalties,
costs, liabilities (including sums paid in settlement of claims) or loss
including fees and expenses of any attorneys, consultants and experts which
arise during or after the Term or any renewal term, or in connection with the
presence or suspected presence of Hazardous Materials in the soil, groundwater,
or soil vapor on or under the Property, unless such Hazardous Materials are
present solely as the result of the acts of Tenant, its officers, employees,
invitees, or agents. Without limiting the generality of the foregoing, this
indemnification shall survive the expiration of this Lease and does
specifically cover costs incurred in connection with any investigation of site
conditions or any cleanup, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision
because of the presence of suspected presence of Hazardous Materials in the
soil, groundwater, or soil vapor on or under the Property, unless the Hazardous
Materials are present solely as the result of the acts of Tenant, its officers,
agents, invitees, or employees. Without limiting the generality of the
foregoing, this indemnification shall also specifically cover costs in
connection with: (a) soil, ground water or soil vapor on or under the Property
before the date hereof; or (b) Hazardous Materials that migrate, flow
percolate, diffuse or in any way move onto or under the Property after the date
hereof; or (c) Hazardous Materials present on or under the Property as a
result of any discharge, dumping, spilling (accidental or otherwise) onto the
Property during or after the Term or any renewal term by any person or entity
other than Tenant, its officers, employees, invitees and agents.
52. Compliance With Laws and Procedures
A. Compliance. Tenant at its sole cost, will promptly comply with all
applicable governmental or quasi governmental laws, guidelines, rules,
regulations and requirements, whether of federal, state, or local origin,
applicable to the Premises, including, but not limited to, the Americans with
Disabilities Act, 42 U.S.C. Section 12101 et seq. (the "Legal Requirements")
arising from or pertaining to the use or occupancy of the Premises.
Notwithstanding the foregoing, the following are applicable: (i) Landlord as
opposed to Tenant shall be responsible for insuring that the following elements
of the Building comply with the Legal Requirements; structural elements;
Common Areas; and mechanical, electrical and plumbing elements common to the
entire Building (not including, for example, plumbing and electrical fixtures
and fittings located in the Premises); (ii) Landlord's obligations with
respect to Hazardous Materials is set forth in Paragraph 51 above.
Tenant at its sole cost and expense shall be solely responsible for taking
any and all measures which are required to comply with the requirements of the
ADA within the Premises. Any
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Alterations to the Premises made by or on behalf of Tenant for the
purpose of complying with the ADA or which otherwise require compliance with
the ADA shall be done in accordance with this Lease; provided, that Landlord's
consent to such Alterations shall not constitute either Landlord's assumption,
in whole or in part, of Tenant's responsibility for compliance with the ADA, or
representation or confirmation by Landlord that such Alterations comply with
the provisions of the ADA. Notwithstanding the foregoing, Landlord as opposed
to Tenant shall be responsible for non-compliance with Legal Requirements of
any work performed by Tenant's contractor to the extent the Building and
Demised Premises are deficient in terms of the Legal Requirements as the same
exists on the date the Building and Demised Premises are delivered to Tenant's
contractor.
53. No Right to Use the Name "Wackenhut".
Notwithstanding anything to the contrary contained herein, the right to
use the name, "Wackenhut" alone, or in combination with any other words, such
as, for example, "The Wackenhut Center" or "The Wackenhut Headquarters" or any
similar combinations, together with the right to any trademarks, service marks,
or logos of Tenant, its affiliates or subsidiaries, whether now or hereafter
created or existing shall belong solely and exclusively to Tenant and Landlord
hereby expressly disclaims any right, title or interest therein or thereto. No
permission, express or implied, is granted to Landlord by Tenant to use the
same in any print or media advertisements or notices without the express prior
written consent of Tenant, which consent Tenant may withhold in its sole and
absolute discretion. Upon the termination of this Lease for any reason or in
the event of any assignment or sublease by Tenant, Tenant shall have the right
to remove its signage from the exterior and interior of the Building and the
Property at its expense. This provision shall expressly survive the
termination or cancellation of this Lease and may be enforced by injunctive
relief in addition to any other remedies available at law or in equity to
Tenant.
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day
and year first aforesaid.
Signed, sealed and delivered LANDLORD:
in the presence of:
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DANIEL S. CATALFUMO, as
Trustee under F.S. 689.071
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TENANT:
THE WACKENHUT CORPORATION
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By:
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Senior Vice-President
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