EXHIBIT 10.14
SECOND AMENDMENT TO BLUE LAKE CORPORATE CENTER
STANDARD LEASE BETWEEN BLUE LAKE, LTD. AND CYBEAR, INC.
THIS SECOND AMENDMENT TO LEASE (this "Second AMENDMENT") is made by and
between BLUE LAKE, LTD. (the "LANDLORD") and CYBEAR, INC. (FL), successor by
merger to CYBEAR, INC, (the "TENANT") as of this 3rd day of September, 1999.
W I T N E S S E T H:
WHEREAS, Landlord and Tenant are bound under that certain Blue Lake
Corporate Center Standard Lease, dated September 14, 1998 (the "ORIGINAL LEASE")
as amended by the First Amendment thereto, dated February 4, 1999 ("FIRST
AMENDMENT") regarding certain leased premises (the "EXISTING PREMISES")
described in the Original Lease and the First Amendment (collectively, the
"LEASE"), being located in Blue Lake Corporate Center, Boca Raton, Florida; and
WHEREAS, Tenant desires to lease the Reduced Expansion Premises (as
defined in the First Amendment) and Landlord has agreed to lease the Reduced
Expansion Premises to Tenant, subject to and on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the sum of TEN and NO/100 DOLLARS
($10.00) paid by Tenant to Landlord, the mutual promises contained herein, and
other good and valuable considerations, the receipt and adequacy of which are
hereby acknowledged, Landlord and Tenant do hereby agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are hereby
incorporated by this reference as if set forth in their entirety.
2. DEFINED TERMS. Terms in this Amendment shall have the same meaning
as ascribed to said terms in the Lease, unless otherwise provided in this Second
Amendment. As hereby amended, the Lease and this Second Amendment shall
hereinafter be referred to as the "Lease".
3. EXPANDED PREMISES. Exhibit "A" of the Lease, as replaced with
EXHIBIT "A-REVISED", pursuant to the First Amendment, shall be modified to add
thereto EXHIBIT "A-1-REVISED" as attached to the First Amendment. The term
"Premises" shall be deemed to be, and shall be defined as, the Enlarged
Premises, together with the Reduced Expansion Premises. The parties stipulate
that the Reduced Expansion Premises contains 16,420 square feet of Net Rentable
Area, based on 14,278 usable square feet and a fifteen (15%) percent add-on
factor and that the Premises as amended hereby contains a total of 38,068 square
feet of Net Rentable Area based on 33,102 usable square feet and a fifteen (15%)
percent add-on factor. Landlord and
Tenant agree that the foregoing calculation shall be dispositive of the actual
Net Rentable Area and that no further measurement shall be made of the Premises
pursuant to Section 1 of the BLI Rider to the Lease. The Rentable Area of the
Premises includes restrooms, electrical and mechanical rooms over which the
Tenant is herein granted exclusive control and dominion which are themselves
deemed part of the premises, except that Landlord shall maintain such electrical
and mechanical rooms. As a result of the amendments set forth herein, the Right
of First Refusal contained in Paragraph 1.B of the Original Lease is no longer
applicable and is deemed deleted.
4. TENANT'S SHARE. Tenant's Share (as set forth in Paragraph 3 of the
BLI Rider and as defined in the Lease) for the Premises shall be increased to
2.15%.
5. RENT COMMENCEMENT DATE WITH RESPECT TO REDUCED EXPANSION PREMISES.
With respect to the Reduced Expansion Premises, the Rent Commencement Date shall
be April 1, 2000.
5. EXTENSION OF LEASE TERM. With respect to the Premises (as expanded
hereby) Lease Term shall be extended so that the Lease Term will expire on March
31st, 2007.
6. BASE RENT. Section 3 of the BLI Rider to the Lease is hereby
replaced with the following:
BASE RENT: TENANT AGREES TO PAY TO LANDLORD AS RENT FOR THE PREMISES,
IN ADVANCE WITHOUT DEMAND, DEDUCTION OR SET OFF (EXCEPT AS OTHERWISE
MAY BE SPECIFICALLY PROVIDED IN THE LEASE), FROM AND AFTER THE RENT
COMMENCEMENT DATE AND THROUGHOUT THE TERM, THE ANNUAL BASE RENT IN THE
AMOUNTS AS INDICATED IN THE FOLLOWING SCHEDULE OF BASE RENT IN EQUAL
MONTHLY INSTALLMENTS, PLUS APPLICABLE SALES TAX.
SCHEDULE OF BASE RENT
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PERIOD PER SQUARE ANNUAL BASE MONTHLY BASE
FOOT RENT RENT
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01/01/99 - $12.50 $270,600.00 $22,550.00
12/31/99
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01/01/0O - $12.88 $278,826.00 $23,235.52
03/31/00 based on 21,648 sq. feet
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04/01/00 - $12.88 $490,315.84 $40,859.65
12/31/00 based on 38,068 sq. feet
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01/01/01 - $13.27 $505,162.36 $42,096.86
12/31/01 based on 38,068 sq. feet
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01/01/02 - $13.67 $520,389.56 $43,365.80
12/31/O2 based on 38,068 sq. feet
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01/01/03 - $14.08 $535,997.44 $44,666.45
12/31/03 based on 38,068 sq. feet
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01/01/04 - $14.50 $551,986.00 $45,998.83
12/31/04 based on 38,068 sq. feet
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01/01/05 - $14.94 $568,735.92 $47,394.66
12/31/05 based on 38,068 sq. feet
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01/01/06 - $15.39 $585,866.52 $48,822.21
12/31/06 based on 38,068 sq. feet
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01/01/07 - $15.85 $603,377.80 $50,281.48
03/31/07 based on 38,068 sq. feet
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EACH MONTHLY INSTALLMENT IN ACCORDANCE WITH THE ABOVE SCHEDULE SHALL BE
DUE AND PAYABLE ON OR BEFORE THE FIRST DAY OF EACH CALENDAR MONTH
SUCCEEDING THE RENT COMMENCEMENT DATE, EXCEPT THAT THE RENTAL PAYMENT
FOR ANY FRACTIONAL CALENDAR MONTH COMMENCING ON THE RENT COMMENCEMENT
DATE OF THE LEASE SHALL BE PRORATED.
7. DEMISING OF REDUCED EXPANSION PREMISES. The Landlord is not and
shall not be responsible for the design or construction of any Tenant
Improvements (other than for a Landlord's Contribution of $214,170.00, which
shall replace any Landlord's Contribution provided in the Lease other than the
demolition of existing improvements in the Reduced Expansion Premises, which
shall be accomplished by Landlord, at its expense, within sixty (60) days from
receipt of the Landlord-Approved Tenant Construction Plans, pursuant to a
demolition plan approved by Tenant.
8. TENANT IMPROVEMENTS. Tenant shall complete or cause the completion
of improvements to the Reduced Expansion Premises in accordance with the Work
Letter Agreement to the Lease. The Landlord's Contribution shall apply to the
Reduced Expansion Premises on the same basis as provided in the Work Letter
Agreement to the Premises.
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9. PARKING SPACES. In addition to Tenant's right to use the parking
facility as described in Paragraph 7 of the Original Lease, Landlord shall
assign for Tenant's exclusive use during the term of the Lease, the six (6)
parking spaces depicted on EXHIBIT "L" attached hereto and made part hereof.
Landlord reserves the right to reconfigure and to reasonably relocate the
aforementioned Tenant's spaces from time to time; however, Landlord agrees that
the same number of parking spaces will remain in the same vicinity. Tenant
agrees that Landlord will have no liability on account of any loss or damage to
any vehicle, except as otherwise expressly provided in this Lease nor will the
Landlord be responsible for patrolling said spaces. There shall be no rental
payable by Tenant for the use of the assigned spaces. The assigned spaces will
be marked by Landlord, at its expenses, to read "Reserved-Cybear, Inc., (FL)" or
such other designation(s) of Tenant as desired by Tenant. Landlord is not
responsible for patrolling the assigned spaces as described above.
10. RATIFICATION. Except as herein specifically amended, the terms of
the Lease are incorporated herein by reference as if fully set forth herein and
shall apply to and bind the Reduced Expansion Premises. In the event of any
conflict or ambiguity between this Second Amendment and the Lease, this Second
Amendment shall preempt and control. The parties hereby ratify and confirm their
rights and obligations under the Lease as modified by this Second Amendment.
Landlord and Tenant each represent and warrant to the other that (i) the
execution and delivery of the Second Amendment has been fully authorized by all
necessary corporate action, and (ii) this Second Amendment is valid, binding and
legally enforceable in accordance with its terms.
11. BROKERS. Each party represents and warrants that it has not dealt
with any agent or broker in connection with this transaction except for Blue
Lake Realty, Inc. and the agents or brokers specifically set forth in the BLI
Rider to the Lease whose commissions shall be paid by Landlord pursuant to
separate agreement. If either party's representation and warranty proves to be
untrue, such party will indemnify the other party against all resulting
liabilities, costs, expenses, claims, demands and causes of action, including
reasonable attorneys' fees and costs through all appellate actions and
proceedings, if any. The foregoing will survive the end of the Lease Term.
IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment as
of this 3rd day of September, 1999.
WITNESSES: "LANDLORD"
BLUE LAKE, LTD., a Florida limited
partnership
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By: BLUE LAKE, INC., a Florida
corporation, its General Partner
By: /s/ Michael D. Masanoff, EVP
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Print Name: /s/ Charlotte A. Keller Name: Michael D. Masanoff, EVP
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Authorized Agent
Print Name: /s/ E.R. Raybody
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(Corporate Seal)
"TENANT"
CYBEAR INC. (FL), a Florida corporation
By: /s/ Jack S. Greenman
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Print Name: /s/ Charlotte A. Keller Name: Jack S. Greenman
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Print Name: /s/ E.R. Rayboy Title: EVP
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(Corporate Seal)
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REVISED EXHIBIT "A-1"
REDUCED EXPANSION PREMISES
[GRAPHIC OMITTED]
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EXHIBIT C
PARKING
[GRAPHIC OMITTED]
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