EXHIBIT 10.12
CYPRESS COMMONS
OFFICE LEASE AGREEMENT
Landlord: Cypress-Tampa II Limited Partnership
Tenant: Post, Buckley, Schuh & Jernigan, Inc.
Building: Cypress Commons
Suite: Suites 295 and 300
Sq. Ft.: 46,803 square feet (approximately)
Term: 60 months
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Table of Contents
LANDLORD: Cypress-Tampa 11 Limited Partnership
TENANT: Post, Buckley, Schuh & Jernigan, Inc. Page
1. PREMISES............................................................1
2. TERM................................................................1
3. BASE RENT...........................................................2
4. ESCALATION OF BASE RENT.............................................2
5. REIMBURSEMENT FOR INCREASES IN OPERATING EXPENSES AND TAXES.........2
6. USE.................................................................4
7. TENANT's CARE.......................................................4
8. SERVICES............................................................5
9. DESTRUCTION OR DAMAGES TO PREMISES..................................6
10. DEFAULT BY TENANT - LANDLORD's REMEDIES.............................6
11. ASSIGNMENT AND SUBLETTING ..........................................8
12. CONDEMNATION .......................................................8
13. INSPECTION..........................................................9
14. SUBORDINATION ......................................................9
15. ADDITIONAL AGREEMENTS OF TENANT.....................................9
16. RIGHTS CUMULATIVE..................................................10
17. HOLDING OVER ......................................................10
18. ENTIRE AGREEMENT - NO WAIVER.......................................10
19. HEADINGS...........................................................10
20. NOTICES............................................................10
21. HEIRS, SUCCESSORS AND ASSIGNS - PARTIES............................10
22. ATTORNEY FEES......................................................11
23. TIME OF ESSENCE ...................................................11
24. SECURITY DEPOSIT...................................................11
25. COMPLETION OF THE PREMISES.........................................11
26. PARKING ARRANGEMENTS...............................................11
27. RULES AND REGULATIONS..............................................11
28. RIGHT TO RELOCATE..................................................11
29. LATE PAYMENTS......................................................11
30. ESTOPPEL CERTIFICATE...............................................12
31. SEVERABILITY AND INTERPRETATION....................................12
32. MULTIPLE TENANTS...................................................12
33. FORCE MAJEURE .....................................................12
34. QUIET ENJOYMENT....................................................12
35. BROKERAGE COMMISSION...............................................12
36. LANDLORD's DEFAULT ................................................12
37. ORIGINAL INSTRUMENT................................................13
38. FLORIDA LAW .......................................................13
39. NO RECORDATION OF LEASE............................................13
40. HAZARDOUS MATERIALS ...............................................13
41. AIR QUALITY........................................................13
42. RADON GAS..........................................................13
43. WAIVER OF JURY TRIAL ..............................................13
44. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT................14
45. LEASE BINDING UPON DELIVERY; NO OPTION; OFFER IRREVOCABLE .........14
46. NO LIABILITY FOR CRIMES............................................14
47. CONFIDENTIALITY....................................................14
48. NO SMOKING ........................................................14
49. SURVIVAL OF OBLIGATIONS............................................14
50. ERISA AND UBTI RESTRICTIONS........................................14
51. OPTION TO EXPAND ........................................15
52. OPTION TO RENEW....................................................15
53 INTERLINEATION.....................................................16
EXHIBIT "A" - FLOOR PLAN
EXHIBIT "B" - WORK LETTER AGREEMENT
EXHIBIT "C" - COMMENCEMENT DATE AGREEMENT AND ACCEPTANCE OF PREMISES
EXHIBIT "D" - RULES AND REGULATIONS
EXHIBIT "E" - ESTOPPEL CERTIFICATE
EXHIBIT "F" - DESCRIPTION OF THE PROPERTY
EXHIBIT "G" - DELIBERATELY OMITTED
EXHIBIT "H" - DELIBERATELY OMITTED
EXHIBIT "I" - EXPANSION SPACE FLOOR PLAN
EXHIBIT "J" - ADDENDUM TO LEASE
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LEASE AGREEMENT
FOR OFFICE FACILITIES
THIS LEASE (the "Lease"), made as of March 25, 1998, by and between
Cypress-Tampa II Limited Partnership, a limited partnership organized and
existing under the provisions of the Revised Uniform Limited Partnership Act of
the State of Delaware (herein called "Landlord"), having as its general partner
RPF II Realty Corp., a Delaware corporation, and having as its limited partner
GE Investment Realty Partners III, Limited Partnership, a Delaware limited
partnership, with Landlord having its address as c/o General Electric Investment
Corporation, Post Office Box 7900, 3003 Summer Street, Stamford Square,
Stamford, Connecticut 06904-7900, and Post, Buckley, Schuh & Jernigan, Inc., a
Florida corporation, (herein called "Tenant"), whose address is 2001 NW 107th
Avenue, Miami, Florida, 33172-2507.
W I T N E S S E T H:
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PREMISES
1. Landlord hereby leases to Tenant and Tenant hereby rents and leases from
Landlord the following described space, herein called "Premises":
Tenant's
Rentable Area: Agreed to be by Landlord and Tenant, for purposes of this
Lease, 46,803 square feet, which includes Tenant's share
of common area facilities
Floors: 2nd and 3rd
Suite: Suite 295 (7,122 rentable square feet) which includes the
Mandatory Expansions Space(as those terms are defined below)
of 2,658 rentable square feet; Suite 300 (39,681 rentable
square feet), located at: 5300 West Cypress Street, Tampa,
Florida, 33607
Building: Cypress Commons (herein called "Building")
Total Building
Rentable Area: Agreed to be by Landlord and Tenant, for the purposes of
this Lease, 113,856 square feet which includes common area
facilities of the Building
Property: All that tract or parcel of land in Hillsborough County,
Florida, more particularly described on Exhibit "F"
attached hereto and by this reference incorporated herein
Address: 5300 West Cypress Street, Tampa, Florida, 33607
The Premises are more particularly shown and cross-hatched on the floor
plans attached hereto as Exhibit "A" and made a part hereof. The Premises shall
include the appurtenant right to the use, in common with others, of lobbies,
entrances, stairs, corridors, elevators and other public portions of the
Building. All the windows and outside walls of the Premises, and any space in
the Premises used for shafts, pipes, conduits, ducts, electric or other
utilities, sinks or other Building facilities, and the use thereof and access
thereto through the Premises for the purposes of operation, maintenance and
repairs, are reserved to Landlord. Tenant acknowledges that neither Landlord nor
its agents or employees have made any representations or warranties as to the
suitability or fitness of the Premises for the conduct of Tenant's business or
for any other purpose, nor has Landlord or its agents or employees agreed to
undertake any alterations or construct any tenant improvements to the Premises
except as expressly provided on the attached Exhibit "B" and made a part hereof.
On the date Landlord delivers to Tenant possession of adjacent expansion
space as depicted on Exhibit "A" (the "Mandatory Expansion Space") which
Mandatory Expansion Space is currently occupied by another tenant of the
Building, estimated to be on or about, May 1, 1998, and thereafter throughout
the Lease Term, the Premises will be deemed increased in size to include the
Mandatory Expansion Space (2,658 rentable square feet) and the Base Rent and
Tenant's Share shall be increased appropriately. Tenant shall accept the said
Mandatory Expansion Space in its "as is" condition. If for any reason Landlord
cannot deliver possession of the Mandatory Expansion Space to Tenant on or about
May 1, 1998, the lease of the Mandatory Expansion Space will not be void or
voidable, and Landlord will not be liable to Tenant for any resultant loss or
damage. However, if possession of the Mandatory Expansion Space is not delivered
to Tenant on or before May 1, 1998, Landlord agrees to use its best efforts to
obtain possession of the Mandatory Expansion Space through legal action in an
effort to deliver said space on or before June 1, 1998. Tenant will execute
documentation to evidence the commencement date of the lease as to the Mandatory
Expansion Space within fifteen (15) days of Landlord's request.
TERM
2. A. The term of this Lease (herein called "Lease Term") shall commence
(the date of such commencement being herein called the "Commencement Date") on
July 1, 1998. Unless sooner terminated as herein provided, the Lease Term shall
expire on June 30, 2003.
B. For purposes of this Lease the term "Rent Commencement Date" shall
mean the Commencement Date. As of the Rent Commencement Date, Tenant takes and
accepts from Landlord the Premises upon the terms and conditions herein
contained, in its then condition,
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Tenant agreeing that such condition is suited for the uses intended by Tenant.
This Lease shall be effective and enforceable as between the parties hereof upon
its execution and delivery, regardless of whether such execution and delivery
occurs on, prior to or after the Commencement Date.
BASE RENT
3. Tenant shall pay to Landlord the sum of Four million, three-hundred
eighty-nine thousand, nine-hundred ninety and no/100 Dollars ($4,389,990.00)
Base Rent (amounts do not include sales tax) as follows:
Period Rate PRSR Base Rent per Month
05/01/98*- 06/30/98 $16.00 $58,860.00
07/01/98 - 06/30/99 $16.00 $62,404.00
07/01/99 - 06/30/00 $17.00 $66,304.25
07/01/00 - 06/30/01 $18.00 $70,204.50
07/01/01 - 06/30/02 $19.00 $74,104.75
07/01/02 - 06/30/03 $20.00 $78,005.00
*Or on the date Landlord delivers the Mandatory Expansion Space to Tenant in
substantially completed condition, whichever date is later.
in respect of each year of the Lease Tenn as Base Rent for the Premises, payable
in advance and without notice in monthly installments as shown above, commencing
on the Rent Commencement Date and continuing on the first day of each and every
calendar month thereafter during the Lease Term and Additional Rent as those
terms are described in Paragraph 5 hereof) shall be paid to Landlord, without
deduction or offset, as an independent covenant of all other covenants in this
Lease, in lawful money of the United States of America at 5405 Cypress Center
Drive, Suite 105, Tampa, Florida, 33609, or to such other person or at such
other place as Landlord may from time to time designate in writing. All amounts
owed by Tenant to Landlord under this Lease shall be deemed Rent.
Tenant agrees to pay the Florida Sales Tax or any other applicable taxes on all
Rent (whether Base Rent, rental escalation, reimbursement of expenses or
otherwise) payable hereunder.
It is further understood and agreed that Tenant's payments of Additional Rent or
Rental Adjustment shall not be deemed payments of Base Rent as that term is
construed relative to governmental wage and price controls or analogous
governmental actions affecting the amount of rental which Landlord may charge
Tenant. In no event shall any such controls or actions result in reduction of
the Base Rent, Additional Rent or Rental Adjustments.
ESCALATION OF BASE RENT
4. (Deliberately Omitted.)
REIMBURSEMENT FOR INCREASES IN OPERATING EXPENSES
5. A. The Base Rent provided for herein is based, in part, upon "Operating
Costs," as hereinafter defined, of repairing, maintaining, and operating the
Building and Property during each calendar year of the Term.
The "Initial Operating Costs" are stipulated to be the actual Operating
Costs for the 1998 calendar year.
B. The term "Operating Costs" shall mean all operating expenses of the
Property and Building which shall be computed on the accrual basis and which
shall include all expenses, costs, and disbursements of every kind and nature,
which Landlord (i) shall pay, (ii) become obligated to pay, and/or (iii) would
otherwise pay or be obligated to pay (except for specific third party
contractual agreements alleviating Landlord from any such expense burdens)
because of or in connection with the ownership and operation of the Property,
including, but not limited to, the following:
(i) Wages and salaries of all employees engaged in the operation
and maintenance of the Property and Building, up to and including the
Building Manager, including taxes, insurance and benefits relating
thereto;
(ii) All supplies and materials used in the operating and
maintenance of the Property and Building;
(iii)Cost of water, sewage, power (including all costs, charges,
and expenses incurred in connection with any change of any electric
service provider), heating, lighting, air conditioning, ventilating,
and other utilities furnished in connection with the operation of the
Building;
(iv) Cost of all service agreements and maintenance for the
Property and Building and the equipment therein, including, but not
limited to, security services, alarm services, window cleaning,
janitorial service, HVAC maintenance, elevator maintenance, and
grounds maintenance;
(v) Cost of all insurance relating to the Property and Building
including without limitation the cost of casualty and liability
insurance applicable to the Property and Building and Landlord's
personal property used in connection therewith;
(vi) All taxes (ad valorem and otherwise), assessments, and
governmental charges whether Federal, State, County, or Municipal and
whether by taxing districts or authorities presently taxing the
Property and Building or by others, subsequently
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created or otherwise, and any other taxes (other than Federal and
State income taxes) and assessments attributable to the Property and
Building or its operation;
(vii) Cost of repairs, replacement and general maintenance of the
interior and exterior of the Property and Building (including but not
limited to the cost of replacing glass, motors, common area carpeting,
flooring and floor coverings, wall covering, paint, ceilings and other
finishes), parking areas, and landscaping;
(viii) reasonable management fee for general operation and
management of the Property and Building not to exceed four (4%)
percent per calendar year of the gross rentals received by Landlord
from the tenants and licensees in the Building;
(ix) A reasonable amortization cost due to any capital
expenditures incurred to reduce or limit operating expenses of the
Property and Building, or which may be required by governmental
authority or by Landlord's insurance carrier;
(x) A reasonable amortization cost due to any capital
expenditures incurred to provide electronic security for the Building.
Expressly excluded from the definition of the term "Operating Costs" are:
(i) Replacement of capital investment items (excepting those
expenditures referred to above);
(ii) Landlord's home office expense;
(iii) Leasing commissions;
(iv) Specific costs billed to and paid by specific tenants or
other third parties other than that portion collected by Landlord for
after hours HVAC in excess of Landlord's actual out-of-pocket costs;
(v) Depreciation;
(vi) Principal, interest, and other costs directly related to
financing the Building;
(vii) The cost of any repairs or general maintenance paid by the
proceeds of insurance policies carried by Landlord on the Property and
Building.
C. The term "Tenant's Share" shall mean the proportion that Tenant's
Rentable Area bears to ninety-five percent (95%) of the Total Building Rentable
Area, or the average percentage of the Total Building Rentable Area actually
leased in the Building, if such average is greater than ninety-five percent
(95%) of the Total Building Rentable Area for any calendar year. The average
percentage of the Total Building Rentable Area actually leased in the Building
shall be determined by adding together the total leased space on the last day of
each month during any calendar year and dividing by twelve (12). Notwithstanding
anything to the contrary contained herein, in the event the Building is not
fully occupied throughout any calendar year, for purposes of determining the
amounts of Additional Rent due under this Section 5, appropriate adjustments
shall be made to determine Operating Costs as though the Building had been fully
occupied throughout such calendar year, but in no event shall Tenant ever be
required to pay more than Tenant's Share of Operating Costs.
D. In the event that the Actual Operating Costs (as those terms are
defined below) for the calendar year (projected for a full calendar year in the
event the Rent Commencement Date occurs in the year that the Building is
completed and first ready for occupancy) in which this Lease commences ("Initial
Calendar Year") exceeds the Initial Operating Costs set out in Paragraph 5.A.
above, Tenant shall pay Tenant's Share of the Initial Calendar Year's increase
in the Operating Costs over the Initial Operating Costs as set forth above
proportionately to the extent that Tenant's Lease was in effect during the
Initial Calendar Year. Any increase payable by Tenant under this provision shall
be deemed "Additional Rent." Landlord shall, within the period of one hundred
twenty (120) days (or as soon thereafter as practical) after the close of the
Initial Calendar Year, give Tenant an unaudited statement of such year's Actual
Operating Costs ("Actual Operating Costs"), and a comparison with the Initial
Operating Costs, and if Additional Rent is due, Tenant shall pay such Additional
Rent to Landlord within thirty (30) days of statement receipt.
On or about January 1 of each calendar year after the Initial Calendar
Year mentioned above (or as soon thereafter as practical), Landlord shall
provide Tenant with a comparison of the Initial Operating Costs and the
projected Operating Costs (the "Projected Operating Costs") for such current
calendar year, and Tenant shall thereafter pay, as "Additional Rent" Tenant's
Share of any projected increase in Landlord's Projected Operating Costs for
operating the Property and Building that exceeds the Initial Operating Costs;
same being payable in advance on a monthly basis by way of paying 1/12th of such
projected increase during each month of such respective calendar year. If
Landlord has not furnished Tenant such comparison by January 1, Tenant shall
continue to pay on the basis of the prior year's estimate until the month after
such comparison is given. Landlord shall, within a period of one hundred twenty
(120) days (or as soon thereafter as practical) after the close of each such
respective calendar year following the Initial Calendar Year of occupancy
provide Tenant an unaudited statement of such year's Actual Operating Costs
compared to the Initial Operating Costs. If the Actual Operating Costs are
greater than the Projected Operating Costs, Tenant shall pay Landlord, within
thirty (30) days of such statement's receipt, Tenant's Share of the difference
thereof. If such year's Projected Operating Costs are greater than the Actual
Operating Costs, Landlord shall credit Tenant, within thirty (30) days of such
statement issuance, Tenant's Share of the difference between the Projected
Operating Costs and the greater of Actual Operating Costs or Initial Operating
Costs.
E. Anything herein to the contrary notwithstanding, in no event shall
the Base Rent as set forth in Paragraph 3 ever be reduced.
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F. Should this Lease commence or terminate at any time other than the
first day of a calendar year the amount of Additional Rent due from Tenant shall
be proportionately adjusted based on that portion of the year that this Lease
was in effect.
G. Provided that Tenant is not then in default beyond any applicable
cure period of its obligations to pay Base Rent, Additional Rent, or any other
payments required to be made by it under this Lease and provided further that
Tenant strictly complies with the provisions of this Section 4(G), Tenant shall
have the right to dispute the amount of Actual Operating Costs once each
calendar year, in accordance with the following procedure:
(i) Tenant shall, within forty five (45) business days after any such
Landlord's comparison statement is delivered, deliver a written notice to
Landlord specifying the portions of the Landlord's comparison statement that are
claimed to be incorrect, and Tenant shall promptly pay to Landlord all amounts
due from Tenant to Landlord as specified in the Landlord's comparison statement.
Except as expressly set forth in subsection (iii) below, in no event shall
Tenant be entitled to withhold, deduct, or offset any monetary obligation of
Tenant to Landlord under the Lease (including, without limitation, Tenant's
obligation to make all payments of Base Rent and all payments of Tenant's
Projected Operating Costs) pending the completion of and regardless of the
results of any review of records under this Section 5(G). The right of Tenant
under this Section 5(G) may only be exercised once for any Landlord's comparison
statement, and if Tenant fails to meet any of the above conditions as a
prerequisite to the exercise of such right, the right of Tenant under this
Section 4(G) for a particular Landlord's comparison statement shall be deemed
waived.
(ii) The disputed portion of the Landlord's comparison statement shall
promptly be referred by Landlord for prompt decision by a certified public
accountant, architect, insurance broker or other professional consultant who
shall be approved in advance in writing by Tenant, who shall be deemed to be
acting as expert(s) and not arbitrator(s), and a determination signed by the
selected expert(s) shall be final and binding on both Landlord and Tenant.
Tenant shall not unreasonably withhold or delay its approval. If Landlord and
Tenant are unable to agree on an expert within thirty (30) days after Tenant
serves Landlord with the dispute notice, the disputed items shall be handled by
arbitration pursuant to the rules of the American Arbitration Association and if
arbitrated, the fees of the arbitrators shall be paid equally by Landlord and
Tenant regardless of the outcome of the arbitration. Tenant acknowledges and
agrees that any records reviewed under this Section 4(G) constitute confidential
information of Landlord, which shall not be disclosed to anyone other than the
expert(s) or arbitrators, as the case may be, performing the review and the
principals of Tenant who receive the results of the review. The disclosure of
such information to any other person, whether or not caused by the conduct of
Tenant, shall constitute a material breach of this Lease.
(iii) Any errors disclosed by the review shall be promptly corrected by
Landlord. Any adjustment required to any previous payment made by Tenant or
Landlord by reason of any such expert's(s') decision shall be made within thirty
(30) days thereof, and Landlord and Tenant agree to share equally in the payment
of the cost(s) of the experts.
USE
6. Tenant shall use and occupy Premises only as general professional
administrative offices consistent with the professional character of the
Building and its tenants. No other use is permitted hereunder unless
specifically approved in writing by Landlord. Tenant's use of such specific
Premises shall not violate any ordinance, law or regulation of any governmental
body or the "Rules and Regulations" of Landlord as set forth in Exhibit "D"
attached hereto and made a part hereof and any changes thereto. Tenant agrees to
conduct its business in the manner and according to the generally accepted
business principles of the business or profession in which Tenant is engaged.
Sustained occupancy of only four (4) per 1,000 rentable square feet of Tenant's
employees and contract workers are permitted in the Premises at any one time.
TENANT'S CARE
7. A. Tenant will maintain the Premises in good condition and the fixtures
and appurtenances therein, and will suffer no active or permissive waste or
injury thereof. All such repair work, maintenance and any alterations permitted
by Landlord shall be done at Tenant's expense by Landlord's employees or, with
Landlord's express written consent, by persons requested by Tenant and
authorized in writing by Landlord. Tenant shall, at Tenant's expense, but under
the direction of Landlord and performed by Landlord's employees, or with
Landlord's express written consent, by persons requested by Tenant and
authorized in writing by Landlord, promptly repair any injury or damage to
Premises or Building caused by misuse or neglect thereof by Tenant, or by
persons permitted on Premises by Tenant, or by Tenant moving in or out of
Premises.
B. See Section 8 of Exhibit J.
C. No later than the last day of the Lease Term, Tenant will remove all
Tenant's personal property and repair all injury done by or in connection with
installation or removal of said property and surrender Premises (together with
all keys to Premises and/or the Building and access cards to the facility) in as
good a condition as they were at the beginning of the Lease Term, reasonable
wear excepted. All property of Tenant remaining on Premises after expiration of
the Lease Term shall be deemed conclusively abandoned and may be removed by
Landlord, and Tenant shall reimburse Landlord for the cost of removing the same,
subject however, to Landlord's right to require Tenant to remove any
improvements or additions made to Premises by Tenant pursuant to the preceding
Sub-Paragraph B.
D. Deliberately omitted.
E. Tenant shall not place nor maintain any food or drink coin operated
vending machines within the Premises or Building without the written consent of
Landlord, except no such consent shall be required for Tenant to place up to
five (5) such vending machines at any one time within the Premises.
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F. Tenant agrees that all personal property brought into the Premises
by Tenant, its employees, licensees and invitees shall be at the sole risk of
Tenant; and Landlord shall not be liable for theft thereof or of money deposited
therein or for any damages thereto, unless such damage is solely and proximately
caused by Landlord's gross negligence or wilful misconduct, such theft or damage
being the sole responsibility of Tenant.
G. Tenant shall obtain Landlord's consent, such consent not to be
unreasonably withheld or delayed, as to the location or relocation within the
Premises of any heavy objects or furnishings, which may cause or tend to cause
"floor loading" problems or otherwise cause damage to the Building.
SERVICES
8. A. Provided Tenant is not in default under this Lease, Landlord shall
fumish the following services:
(i) Elevator service for passenger and delivery needs.
(ii) Subject to government regulations, air conditioning during
summer operations and heat during winter operations at temperature
levels similar to other first class office buildings in the Tampa area
but consistent with all Federal and local energy conservation
regulations.
(iii) Running water for all restrooms and lavatories.
(iv) Restrooms, including the furnishing of soap, paper towels, and
toilet tissue.
(v) Janitorial service, similar to that provided in comparable
buildings, including sanitizing, dusting, cleaning, mopping, vacuuming,
and trash removal, each Monday through Friday plus floor waxing and
polishing, window washing, and venetian blind cleaning as determined by
Landlord. Landlord is not obligated to clean window coverings, clean or
shampoo carpets, paint or decorate the Premises.
(vi) Electric power, for small desk-top type machines or hand held
devices, such as typewriters, adding machines and recording machines,
normally used in business offices. Landlord is aware of Tenant's
current business operations and related use of electric power to
operate its current office equipment. Landlord acknowledges that
Tenant's current use of office equipment under the circumstances as set
forth herein are consistent with normal office usage of electricity and
Landlord agrees not to levy any extra charge for electricity in
connection therewith, however, Landlord reserves the right to charge
for electrical usage of such office equipment if the electrical power
consumption of the Premises is materially increased.
(vii) Electric lighting, suitable for normal office work at desk
height except in corridors, common areas, parking facilities or storage
areas, and including the replacement of Building Standard lamps and
ballasts as needed.
(viii) Repairs and maintenance, for maintaining in good order at all
times the exterior walls, windows, doors, and roof of the Building,
public corridors, stairs, elevators, storage rooms, restrooms, the
heating, ventilating and air conditioning systems, electrical and
plumbing systems of the Building, and the walks, paving and landscaping
surrounding the Building. Tenant shall be responsible for damage other
than normal wear and tear to the Premises when caused by Tenant's usage
and occupancy of Premises. Landlord agrees to replace the roof membrane
on or before December 31, 2002, regardless of the need, unless the roof
existing on the Commencement Date has experienced three or more
significant and material roof leaks after January 1, 1999, in which
case the roof membrane shall be replaced promptly thereafter. During
the period between the occurrence of the third significant and material
roof leak and the commencement of the work to the roof membrane,
Landlord shall compensate Tenant for Tenant's actual reasonable
out-of-pocket expenses incurred due to damages to the Premises itself,
and Tenant's furniture, fixtures and equipment. Tenant agrees to report
any roof leaks to Landlord upon discovery. Anything to the contrary in
this Sub-Paragraph (viii) notwithstanding, a new roof will not be
required if the roof membrane has already been replaced after the
Commencement Date.
(ix) Grounds care, including the sweeping of walks and parking areas
and the maintenance of landscaping in an attractive manner.
(x) Fire and extended coverage insurance to protect Landlord's
interest in the Building.
(xi) General management, including supervision, inspections and
management functions.
(xii) Non-exclusive use of the Building's conference room (if
provided by Landlord from time to time) on a "first come, first served
basis" pursuant to Landlord's reasonable rules and regulations, without
charge except for Landlord's reasonable janitorial charges.
B. The services provided for in Paragraph 8.A. herein, and the amount
of Rent prescribed herein are predicated on and are in anticipation of certain
usage of the Premises by Tenant as follows:
(i) Services shall be provided for the Building during normal
business hours established in other first class office buildings in the
Tampa area and initially shall be: from 8:00 A.M. to 6:00 P.M. on
Mondays through Fridays, and from 8:00 A.M. to Noon on Saturdays,
except for national holidays as defined in the Rules and Regulations.
After-hours HVAC
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services are available to Tenant at Landlord's current rate of $15.00
per hour per floor, which rate shall increase in proportion to any
increase in the Landlord's cost of a kilowatt hour of electricity.
(ii) Air conditioning design is based upon:
(a) sustained outside temperatures being no higher than 92
degrees Fahrenheit and no lower than 40 degrees Fahrenheit,
(b) sustained occupancy of the Premises by no more than four
(4) persons per 1,000 square feet of floor area, and
(c) heat generated by a connected load not to exceed 2.3 watts
per square foot of floor area. For purposes here, "connected
load" includes all the electrical consumption within the
Premises whether by lighting, hard-wired fixtures or plug-in
equipment (including all desk top machines, hand held devices,
computers, calculators and other similar business equipment)
whether owned by Landlord or Tenant.
Except when due to Force Majeure, the rent shall abate for each full day that
the average dry bulb temperature at any one time in the Premises is higher than
79 degrees Fahrenheit or lower than 70 degrees Fahrenheit.
C. If Tenant uses services in an amount or for a period in excess of
that provided for herein, then Landlord reserves the right to charge Tenant, as
Additional Rent, a reasonable sum as reimbursement for the direct cost of such
added services, and Landlord reserves the right to install separate metering
devices for the purpose of determining such excessive periods and/or amounts at
Tenant's expense. In the event of disagreement as to the reasonableness of such
additional charge, the opinion of the appropriate local utility company or an
independent professional engineering firm shall prevail. If Landlord reduces
such services, and such reduction selected by Landlord is reasonable, Tenant
shall have no claim against Landlord for such reduction. Telecommunications
contractors supplying services within the Premises who do not utilize the areas
of the Building outside the Premises and impact the Building may enter the
Premises with Landlord's prior written approval, but without the requirement of
executing a license agreement with Landlord or paying any fee to Landlord.
Telecommunications providers other than those described in the preceding
sentence shall enter the Building to provide services to Tenant only upon
Landlord's prior written approval, which approval shall not be unreasonably
withheld or delayed, and shall require such provider to execute Landlord's
license agreement and pay a fee customary for such entry.
D. Landlord shall not be liable for any damages directly or indirectly
resulting from the installation, use, malfunction, or interruption of use of any
equipment or apparatus in connection with the furnishing of services referred to
herein, and particularly any interruption in services by any cause beyond the
immediate control of the Landlord; but Landlord shall exercise due care in
furnishing adequate and uninterrupted services. Without limitation of the
foregoing, under no circumstances shall Landlord incur liability for damages
caused directly or indirectly by any malfunction or interruption of a computer
or telecommunications system or systems or the furnishing of services referred
to herein, within the Building resulting from or arising out of the failure,
malfunction, or interruption of any electrical, telecommunications,
air-conditioning, heating, or other system serving the Building, whether or not
such loss, or damage results from any fault, default, negligence, act or
omission of Landlord or its agents, servants, employees, or any other person for
whom Landlord is in law responsible.
DESTRUCTION OR DAMAGE TO PREMISES
9. A. If the Premises or the Building are totally destroyed (or so
substantially damaged as to be untenantable in the reasonable determination by
the Landlord) by storm, fire, earthquake, or other casualty, Rent shall abate
from the date of such damage or destruction and Landlord shall have the option
to
(i) cancel this Lease as of the date of the occurrence of the fire or
other casualty by giving written notice to the Tenant within sixty (60)
days from the date of such damage or destruction, or
(ii) commence the restoration of the Premises to a tenantable condition
within sixty (60) days from the receipt of insurance settlement.
In the event the Landlord fails to complete such restoration within one hundred
twenty (120) days of receipt of insurance settlement proceeds, this Lease may be
terminated as of the date of such receipt of insurance proceeds upon written
notice from either party to the other given not more than ten (10) days
following the expiration of said one hundred twenty (120) day period. In the
event such notice is not given, then this Lease shall remain in force and effect
and Rent shall commence upon delivery of the Premises to Tenant in a tenantable
condition. In the event such damage or destruction occurs within six (6) months
of the expiration of the Lease Term, Tenant may, at its option on written notice
to Landlord within thirty (30) days of such destruction or damage, terminate
this Lease as of the date of such destruction or damage.
B. If Premises are damaged but not rendered wholly untenantable by any
of the events set forth in Sub-Paragraph A above, Rent shall abate in such
proportion as Premises have been damaged and Landlord shall restore Premises as
speedily as practicable, whereupon full Rent shall commence.
C. In no event shall Rent abate if the damage or destruction of the
Premises, whether total or partial, is the result of the negligence of Tenant,
its agents, employees, guests or invitees.
DEFAULT BY TENANT - LANDLORD'S REMEDIES
10. A. The occurrence of any of the following shall constitute an event
of default hereunder by Tenant:
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(i) The Rent payable under the Lease (including any Additional
rent) or any other sum of money due hereunder is not paid when due, and
such default continues for ten (10) days after written notice from
Landlord;
(ii) Deliberately Omitted;
(iii) Any petition is filed by or against Tenant under any
section or chapter of the National or Federal Bankruptcy Act or any
other applicable Federal or State bankruptcy, insolvency or other
similar law, and, in the case of a petition filed against Tenant, such
petition is not dismissed within thirty (30) days after the date of
such filing;
(iv) Tenant shall become insolvent or transfer property in
fraud of creditors;
(v) Tenant fails to remove any lien filed against the Premises
or the Building by reason of Tenant's actions within five (5) days
after any such filing;
(vi) Tenant shall make an assignment for benefit of creditors;
(vii) A receiver is appointed for any of Tenant's assets;
(viii) Tenant fails to observe, perform and keep each and
every of the covenants, agreements, provisions, stipulations and
conditions herein contained to be observed, performed and kept by
Tenant (other than payment of Rent) and persists in such failure after
ten (10) business days notice by Landlord requiring that Tenant remedy,
correct, desist or comply (or if any such breach would reasonably
require more than ten (10) business days to rectify, unless Tenant
commences rectification within the ten (10) business day notice period
and thereafter promptly and effectively and continuously proceeds with
the rectification of the breach and, in all such events, cures such
breach no later than forty-five (45) days after such notice); or
(ix) Tenant shall repeatedly default in the timely payment of
Rent (including any Additional rent) or any other charges required to
be paid, or shall repeatedly default in keeping, observing or
performing any other covenant, agreement, condition or provision of
this Lease, whether or not Tenant shall timely cure any such payment or
other default. For the purposes of this subsection, the occurrence of
similar defaults two (2) times during any twelve (12) month period
shall constitute a repeated default.
Any notice periods provided for under this Section 9 shall run concurrently with
any statutory notice periods and any notice given hereunder may be given
simultaneously with or incorporated into any such statutory notice.
B. Upon the occurrence of an event of default, provided Tenant does not
cure said default within the period of time allowed for cure as set forth above,
if any, Landlord shall have the option to do and perform any one or more of the
following in addition to, and not in limitation of, any other remedy or right
permitted it by law or by this Lease:
(i) Terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord, but if Tenant shall
fail to do so, Landlord may, without further notice and without
prejudice for any other remedy Landlord may have for possession
or arrearage in Rent, enter upon the Premises and expel or remove
Tenant and Tenant's effects, without being liable to prosecution or any
claim for damages therefor; and Tenant agrees to indemnify Landlord for
all loss and damage which Landlord my suffer by reason of such
termination, whether through inability to relet the Premises, or
through decrease in Rent, or otherwise, and/or
(ii) Declare the entire amount of Rent (including Additional
Rent) calculated on the then-current rate being paid by Tenant, and
other sums which would become due and payable during the remainder of
the Lease Term to be due and payable immediately, in which event,
Tenant agrees to pay the same at once, together with all Rent
(including Additional Rent) therefore due, at Landlord's address as
provided herein; provided, however, that such payment shall not
constitute a penalty or forfeiture or liquidated damages, but shall
merely constitute payment in advance of the Rent for the remainder of
the Lease Term. Upon making such payment, Tenant shall receive from
Landlord all rents received by Landlord from other tenants on account
of the Premises during the Lease Term, provided that the monies to
which Tenant shall so become entitled shall in no event exceed the
entire amount actually paid by Tenant to Landlord pursuant to the
preceding sentence, less all costs, expenses and attorneys' fees of
Landlord incurred in connection with the termination of this Lease,
eviction of Tenant and reletting of Premises. The acceptance of such
payment by Landlord shall not constitute a waiver of any failure of
Tenant thereafter occurring to comply with any term, provision,
condition or covenant of this Lease; and/or
(iii) Enter the Premises as the agent of Tenant, without being
liable to prosecution of any claim for damages therefor, and relet the
Premises as the agent of Tenant without advertisement and by private
negotiations and for any term Landlord deems proper, and receive the
rent therefor, and Tenant shall pay Landlord any deficiency that may
arise by reason of such reletting on demand, but Tenant shall not be
entitled to any surplus so arising. Tenant shall reimburse Landlord for
all costs of reletting the Premises including but not limited to
advertising expenses and commissions; and/or
(iv) As agent of Tenant, do whatever Tenant is obligated to do
by the provisions of this Lease and may enter the Premises, by force if
necessary, without being liable to prosecution or any claims for
damages therefor, in order to accomplish this purpose. Tenant agrees to
reimburse Landlord immediately upon demand for any expenses which
Landlord may incur
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in thus effecting compliance with this Lease on behalf of Tenant, and
Tenant further agrees that Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by the negligence
of Landlord or otherwise.
C. Pursuit by Landlord of any of the foregoing remedies shall not
preclude the pursuit of general or special damages incurred, or of any of the
other remedies herein provided or any other remedies provided by law.
D. No act or thing done by Landlord or Landlord's agents during the
Lease Term shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept a surrender of the Premises shall be valid unless the same
be made in writing and executed by landlord. Neither the mention in this Lease
of any particular remedy, nor the exercise by Landlord of any particular remedy
hereunder, at law or in equity, shall preclude Landlord from any other remedy
Landlord might have under this Lease, at law or in equity. Any waiver of or
redress for any violation of any covenant or condition contained in this Lease
or any of the Rules and Regulations now hereafter adopted by Landlord, shall not
prevent a subsequent act, which would have originally constituted a violation,
from having all the force and effect of an original violation. The receipt by
Landlord of rent with knowledge of the breach of any covenant in this Lease
shall not be deemed a waiver of such breach. In the event of any default by
Tenant under the terms and provisions of this Lease, Landlord, in addition to
but not in lieu of or in limitation of, any other right or remedy provided to
Landlord under the terms of this Lease or otherwise, shall have the right to be
immediately repaid by Tenant the amount of all sums expended by Landlord and not
repaid by Tenant in connection with preparing or improving the Premises to
Tenant's specifications and any and all costs and expenses incurred in
renovating or altering space to make it suitable for reletting.
ASSIGNMENT AND SUBLETTING
11. Tenant shall not sublet any part of the Premises, nor assign this
Lease or any interest herein, without prior written consent of Landlord in each
instance, which consent shall not be unreasonably withheld or delayed; provided,
however, no such consent shall serve to release Tenant's liability hereunder.
Consent by Landlord to one assignment or sublease shall not destroy or waive
this provision, and all later assignments and subleases shall likewise be made
only upon prior written consent of Landlord. No assignment or sublease may be
requested in the event Tenant is in default hereunder. Tenant shall provide
Landlord with any and all information reasonably requested by Landlord with
respect to such sublessee or assignee, including, but not limited to financial
infomiation and certified, audited financial statements. Sublessee or assignees
shall become liable directly to Landlord for all obligations of Tenant hereunder
without relieving Tenant's liability. In the event Tenant notifies Landlord of
Tenant's intent to assign this Lease, Landlord shall within thirty (30) days
from receipt of such notice (i) consent to such proposed subletting, or (ii)
refuse such consent, or (iii) elect to cancel this Lease. In the event of
Landlord's election to cancel, Tenant shall have ten (10) days from receipt of
such notice in which to notif-y Landlord of Tenant's acceptance of such
cancellation or TenanVs desire to remain in possession of Premises under the
terms and conditions and for the remainder of the Lease Term. In the event
Tenant fails to so notify Landlord of Tenant's election to accept termination or
to continue as Tenant hereunder, Such failure shall be deemed an election to
terminate and such termination shall be effective as of the end of the ten (10)
day period provided for in Landlord's notice as hereinabove provided. In the
event Landlord gives its consent to any such assignment or sublease, any rent,
rental or other cost to the assignee or subtenant for all or any portion of the
Premises over and above the Rent payable by Tenant for such space shall be paid
to Landlord as Additional Rent. In the event this Lease is either canceled or a
sublease or assignment is made as herein provided, Tenant shall reimburse
Landlord for all of the necessary administrative, legal and accounting services
required in order to accomplish such cancellation, assignment or subletting in
an amount not less than Five Hundred Dollars ($500.00).
Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord (a)
the name and address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its proposed use of the space;
(d) banking, financial, and other credit information reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed form of assignment or
sublease for Landlord's reasonable approval.
Factors Determining Reasonableness. In determining whether to grant
consent to Tenant's sublet or assignment request, Landlord may consider any
reasonable factor. Landlord and Tenant agree that any one of the following
factors, or any other reasonable factor, will be reasonable grounds for deciding
Tenant's request: (a) use of the premises by the proposed subtenant/assignee
must be for general administrative professional offices; (b) use of the Premises
by the proposed subtenant/assignee will not violate or create any violation of
any laws; and (c) use of the Premises will not violate any other agreements
affecting the Premises, Landlord or other tenants. Anything in this Section 11
to the contrary notwithstanding, Landlord may deny the proposed sublease or
assignment if Landlord believes, in its reasonable discretion, that: (a) the
business reputation of the proposed subtenant/assignee is not in accordance with
generally acceptable commercial standards; (b) the proposed use of the Premises
is not consistent with the other businesses in the Building; (e) the proposed
subtenant/assignee and their employees and invitees will utilize more parking
spaces than are in use by Tenant.
The sale or transfer of Tenant's voting stock (if a corporation) or
partnership interest (if a partnership) resulting in the transfer of control of
a majority of such stock or interest or the occupancy of the Premises by any
successor firm of the Tenant or by any firm into which or with which the Tenant
may become merged or consolidated shall be deemed an assignment of this Lease
requiring the prior written consent of Landlord in accordance with the
foregoing.
CONDEMNATION
12. If all or any part of the Premises are taken by virtue of eminent
domain or conveyed or leased in lieu of such taking, this Lease shall expire on
the date when title or right of possession shall vest, and any Rent paid for any
period beyond said date shall be repaid to Tenant; provided however, in no event
shall a partial taking of less than twenty percent (20%) of the Premises give
rise to an option on Tenant's part to terminate. In the event of a partial
taking where this Lease is not terminated the Rent shall be adjusted in
proportion to the square feet taken. Tenant shall not
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be entitled to any part of the award or any payment in lieu thereof and
expressly waives any right to make any claim which would reduce the award
otherwise payable to Landlord.
Landlord shall have the option of terminating this Lease in the event any
such condemnation or deed-in-lieu thereof makes continuation of its ownership of
the Building economically unfeasible.
INSPECTION
13. Landlord may enter Premises at reasonable hours to exhibit same to
prospective purchasers or tenants; to inspect Premises to see that Tenant is
complying with all its obligations hereunder; and to make repairs required of
Landlord under the terms hereof or repairs to any adjoining space. In the event
of any emergency, as determined by Landlord in its reasonable discretion,
Landlord may enter the Premises at any time.
SUBORDINATION
14. This Lease shall be subject and subordinate to any underlying land
leases and/or mortgage(s) which may now or hereafter affect this Lease or the
real property ("Property") of which Premises form a part, and also to all
renewals, modifications, extensions, consolidations, and replacements of such
underlying land leases and such mortgage(s). In confirmation of the
subordination set forth in this Paragraph 14., Tenant shall, at Landlord's
request, execute and deliver such further instruments as may be desired by any
holder of a mortgage(s) ("Mortgagee") or by any lessor under any such underlying
land leases, including but not limited to estoppels, subordination,
nondisturbance and similar agreements, in form and content satisfactory to such
Mortgagee or lessor.
If any Mortgagee elects to have this Lease superior to its mortgage and
signifies its election in the instrument creating its lien or by separate
recorded instrument, then this Lease shall be superior to such mortgage.
In the event any proceedings are brought for the foreclosure of, or in the
event of exercise of the power of sale, or deed in lieu of foreclosure, under
any mortgage, Tenant shall at the option of purchaser attorn to the purchaser of
Property and recognize such person as the Landlord under this Lease. Tenant
agrees that the institution of any suit, action or other proceeding by Mortgagee
or a sale of the Property, pursuant to the powers granted to Mortgage under its
mortgage, shall not, by operation of law or otherwise, result in the
cancellation or the termination of this Lease or of the obligations of the
Tenant hereunder. In the event that purchaser requests and accepts such
attornment, from and after the time of such attornment, Tenant shall have the
same remedies against purchaser for the breach of an agreement contained in this
Lease that Tenant might have had against Landlord if the mortgage had not been
terminated. Tenant shall not pay any Rent, percentage rent, or Additional Rent
more than one month in advance to Landlord.
ADDITIONAL AGREEMENTS OF TENANT
15. A. Tenant hereby agrees to indemnify and hold Landlord harmless from
any injury, expense, damage, liability or claim, imposed on Landlord by any
person whomsoever, whether due to damage to the Premises, claims for injuries to
the person or property of any other tenant of the Building or of any other
person in or about the Building for any purpose whatsoever, or administrative or
criminal action by a governmental authority, where such injury, expense, damage,
liability or claim results either directly or indirectly from the act, omission,
negligence, misconduct or breach of any provision of this Lease by Tenant, the
agents, servants, or employees of Tenant, or any other person entering upon the
Premises under express or implied invitation or consent of Tenant. Tenant
further agrees to reimburse Landlord for any costs or expenses, including court
costs and reasonable attorney's fees, which Landlord may incur in investigating,
handling or litigating any such claim or any action by a governmental authority.
B. Tenant agrees to report immediately in writing to Landlord any
defective condition in or about the Premises known to Tenant.
C. At all times during the Term, Tenant will carry and maintain, at
Tenant's expense, on an occurrence basis, the following insurance, in the
amounts specified below or such other amounts as Landlord may from time to time
reasonably request, with insurance companies and on fonts satisfactory to
Landlord:
(1) Bodily injury and property damage liability insurance, with a combined
single limit if $3 million, each Occurrence/General Aggregate and including a
per location General Aggregate endorsement. All such insurance will be written
on a 1986 ISO Commercial General Liability Form;
(2) Insurance covering all of Tenant's furniture and fixtures, machinery,
equipment, and any other personal property owned and-used in Tenant's business
and found in, on, or about the Property, and any leasehold improvements in an
amount not less than the full replacement cost. Property forms will provide
coverage on an ISO Special Form. All policy proceeds will be used for the repair
or replacement of the property damaged or destroyed; however, if this Lease
ceases under the provisions of Article 18, Tenant will be entitled to any
proceeds resulting from damage to Tenant's furniture and fixtures, machinery,
equipment, and any other personal property;
(3) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
state in which the Premises are located, including employer's liability
insurance in the limits required by the laws of the state of Florida; and
(4) If Tenant operates owned, hired, or non-owned vehicles on the Property,
comprehensive automobile liability at a limit of liability with a combined
single limit of not less than $500,000.00.
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(5) Such other insurance (including without limitation plate glass
insurance), in such amounts as Landlord or its lender may reasonably require of
Tenant upon thirty (30) days' prior written notice.
D. Forms of Policies. All policies of liability insurance which Tenant is
obligated to maintain according to this Lease (other than any policy of
workmen's compensation insurance) will name Landlord and such other persons or
firms as Landlord specifies from time to time as additional named insureds.
Original or copies of original policies and certificates of insurance on an
Accord 75-S form or any successor foals (together with copies of the
endorsements naming Landlord and any others specified by Landlord as additional
insureds) and evidence of the payment of all premiums of such policies will be
delivered to Landlord prior to Tenant's occupancy of the Premises and from time
to time at least thirty (30) days prior to the expiration of the Term of each
such policy. All liability policies maintained by Tenant will contain a
provision that Landlord and any other additional insureds, although named as an
insured, will nevertheless be entitled to recover under such policies for any
loss sustained by Landlord and such other additional insureds, its agents, and
employees as a result of the acts or omissions of Tenant. All such policies
maintained by Tenant will provide that they may not be terminated or amended
except after thirty (30) days' prior written notice to Landlord. All policies
maintained by Tenant will be written as primary policies, not contributing with
and not supplemental to the coverage that Landlord may carry. No insurance
required to be maintained by Tenant by this Article 15 will be subject to more
than a reasonable and customary deductible limit without Landlord's prior
written consent.
RIGHTS CUMULATIVE
16. The rights given by Landlord herein are in addition to any rights that
may be given to Landlord by any statute or under law.
HOLDING OVER
17. See Section 7 of Exhibit J.
ENTIRE AGREEMENT - NO WAIVER
18. This Lease contains the entire agreement of the parties hereto and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein, shall be of any force and effect. The failure
of either party to insist in any instance on strict performance of any covenant
or condition hereof, or to exercise any option herein contained, shall not be
construed as a waiver of such covenant, condition or option in any other
instance. This Lease cannot be changed or terminated orally.
HEADINGS
19. The headings in this Lease are included for convenience only and shall
not be taken into consideration in any construction or interpretation of this
Lease or any of its provisions.
NOTICES
20. Any notices which may be permitted or required hereunder shall be in
writing and shall be deemed to have been duly given as of the date and time the
same are personally delivered, or within three (3) days after depositing with
the United States Postal Service, postage prepaid by registered or certified
mail, return receipt requested, or within one (1) day after depositing with
Federal Express or other overnight delivery service from which a receipt may be
obtained, and addressed as follows:
To Landlord at the following addresses:
<TABLE>
<S> <C>
c/o GENERAL ELECTRIC INVESTMENT CORPORATION c/o FAISON
Post Office Box 7900 5405 W. Cypress Street, Suite 105
3003 Summer Street Tampa, Florida, 33609
Stamford, Connecticut 06904-7900 ATTN: Property Manager, Cypress Commons
ATTN: Asset Manager - Real Estate Telephone: 813-289-1727
Telecopy: 813-289-9394
To Tenant at the following address:
Post, Buckley, Schuh & Jernigan, Inc.,
2001 NW 107th Avenue, Miami, Florida, 33172-2507.
Attn: Richard M. Grubel
Telephone: (305)592-7275
Telecopy: _______________________
</TABLE>
or at such other address as either party hereto shall from time to time
designate to the other party by notice in writing as herein provided.
HEIRS, SUCCESSORS AND ASSIGNS-PARTIES
21. A. This Lease shall bind and inure to the benefit of the Landlord and
its assips, successors, heirs, executors and legal representatives, and shall
bind and inure to the benefit of the Tenant and its assigns, successors, heirs,
executors and legal representatives. Landlord shall be relieved
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of its obligations and responsibilities under this Lease if those obligations
and responsibilities have been transferred to and assumed by its assign,
successor or heir in a manner consistent with the terms of this Lease.
B. The parties "Landlord", "Tenant", and "Agent" and pronouns relating
thereto, as used herein, shall include male, female, singular and plural,
corporation, partnership or individual, as may fit the particular parties.
ATTORNEY FEES
22. In the event of any dispute hereunder or of any action to interpret or
enforce this Lease, any provision hereof or any matter arising therefrom,
including the collection of Rent, the prevailing party shall be entitled to
recover its reasonable costs, fees and expenses, including, but not limited to,
witness fees, expert fees, consultant fees, attorney (in-house and outside
counsel), paralegal and legal assistant fees, costs and expenses, and other
professional fees, costs and expenses, whether suit be brought or not and
whether in any settlement, in any declaratory action, in any bankruptcy action,
at pre-trial, at trial or on appeal.
TIME OF ESSENCE
23. Time is of the essence of this Lease.
SECURITY DEPOSIT
24. Deliberately Omitted.
COMPLETION OF THE PREMISES
25. See Exhibit "B".
PARKING ARRANGEMENTS
26. During the Initial Term of this Lease, Landlord shall make available
for Tenant's use up to four (4) parking spaces per 1,000 rentable square feet of
Premises leased by Tenant at any time, located in the parking facility located
adjacent or across the street from the Property, at no charge, and unless
otherwise set forth in the following sentence, said spaces shall be on an
unreserved basis. Of such parking spaces, a total of 113 spaces shall be
reserved as follows: 6 on the first level, 3 on the second level and 6 on the
third level will be reserved for named individuals; 98 spaces on the third level
shall be reserved for the general use of Tenant. The direct cost in connection
with signage for any reserved spaces shall be paid by Tenant promptly after
invoice from Landlord. Landlord may in Landlord's soie discretion, provide
additional spaces on a monthly basis at a charge per space per month as then
being quoted, subject to availability. Such parking shall be available subject
to the limitations, conditions and restrictions from time to time imposed by
Landlord and shall be reserved for specified individual users and should not be
for general use.
Landlord may also provide unassigned visitor parking in the parking
facility on a pay basis at such rates and upon such conditions as Landlord or
Landlord's agent shall establish from time to time for Tenant's visitors,
invitees, guests, and employees.
RULES AND REGULATIONS
27. The rules and regulations set forth on Exhibit "D" attached hereto are
hereby made a part of this Lease. Landlord may from time to time amend, modify,
delete or add new and additional reasonable rules and regulations for the use,
safety, cleanliness and care of the Premises and the Building. Such new or
modified rules and regulations shall be effective upon notice thereof to Tenant
from Landlord. Tenant will cause its employees and agents, or any others
pern-dtted by Tenant to occupy or enter the Premises, to at all times abide by
the rules and regulations set forth on Exhibit "D", or as subsequently modified
by Landlord. In the event of any breach of any rules and regulations set forth
on Exhibit "D" or any amendments or additions thereto, Landlord shall have all
remedies in this Lease provided for in the event of default by Tenant and shall,
in addition, have any remedies available at law or in equity, including, but not
limited to, the right to enjoin any breach of such rules and regulations.
Landlord shall not be responsible to Tenant for the non-observance by any other
tenant or person of any such rules and regulations.
RIGHT TO RELOCATE
28. Deliberately Omitted.
LATE PAYMENTS
29. Payments of Rent received after the fifth day of the month may be
assessed an additional five percent (5%) charge as a late payment penalty and
shall bear interest at the rate of eighteen percent (18%) per annum until paid
in full. Acceptance by Landlord of a payment in an amount less than that which
is currently due shall in no way affect, Landlord's rights under this Lease and
in no way be an accord and satisfaction.
This provision does not prevent Landlord from declaring the nonpayment of
Rent when due an event of default hereunder.
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ESTOPPEL CERTIFICATE
30. Within ten (10) days prior to the occupancy Date, at any other time and
from time to time, Tenant, on or before the date specified in a request therefor
made by Landlord, which date shall not be earlier than ten (10) days ftom the
making of such request, shall execute, acknowledge and deliver to Landlord
and/or any holder of a mortgage on the Building an Estoppel Certificate in
recordable form in accordance with Exhibit "D" of this Lease, or in such other
form as Landlord may from time to time require, evidencing whether or not (i)
this Lease is in full force and effect, (ii) this Lease has been amended in any
way, (iii) Tenant has accepted and is occupying the Premises, (iv) there are any
existing defaults on the part of Landlord hereunder or defenses or offsets
against the enforcement of this Lease to the knowledge of Tenant and specifying
the nature of such defaults defenses or offsets, if any, (v) the date to which
Rent, and other amounts due hereunder, if any, have been paid, and (vi) any such
other information as may be reasonably required by Landlord. Each certificate
delivered pursuant to this Paragraph may be relied on by any prospective
purchaser or transferee of Landlord's interest hereunder or of any part of
Landlord's property or by any mortgagee, grantee or holder of Landlord's
interest hereunder or of any part of Landlord's property under a Mortgage or by
an assignee of any such grantee. Anything in this Article 30 to the contrary
notwithstanding, Tenant shall not be obligated to agree to any statement which
it considers to be untrue or inaccurate, or to agree to any provision which is
not reasonably necessary to such document or which modifies Tenant's rights
under this Lease.
SEVERABILITY AND INTERPRETATION
31. A. If any clause or provision of the Lease shall be deemed illegal,
invalid or unenforceable under present or future laws effective during the Lease
Term, then and in that event, the remainder of this Lease shall not be affected
by such illegality, invalidity or unenforceability, and, in lieu of each clause
or provision of this Lease that is illegal, invalid or unenforceable, there
shall be added as a part of this Lease a clause or provision as similar in terms
to such illegal, invalid or unenforceable clause or provision as may be possible
and be legal, valid and enforceable. If such invalidity is, in the sole
determination of Landlord, essential to the rights of both parties, Landlord
shall have the right to terminate this Lease on thirty (30) days' written notice
to Tenant.
B. Should any of the provisions of this Lease require judicial
interpretation, it is agreed that the court interpreting or construing the same
shall not apply a presumption that the terms of any such provision shall be more
strictly construed against one party by reason of the rule of construction that
a document is to be construed most strictly against the party who itself or
through its agent prepared the same, it being agreed that the agents of all
parties have participated in the preparation of the stipulations of this Lease.
MULTIPLE TENANTS
32. If more than one individual or entity comprises and constitutes Tenant,
then all individuals and entities comprising Tenant are and shall each be
jointly and severally liable for the due and proper performance of Tenant's
duties and obligations arising under or in connection with this Lease.
FORCE MAJEURE
33. Landlord shall be excused for the period of any delay and shall not be
deemed in default with respect to the performance of any of the terms,
covenants, and conditions of this Lease when prevented from so doing by a cause
or causes beyond the Landlord's control, which shall include, without
limitation, all labor disputes, governmental regulations or controls, fire or
other casualty, inability to obtain any material or services, acts of God, or
any other cause not within the reasonable control of the Landlord.
QUIET ENJOYMENT
34. Landlord shall warrant and defend Tenant in the quiet enjoyment and
possession of the Premises during the term of this Lease subject, however, to
the terms of this Lease.
BROKERAGE COMMISSION
35. Landlord's leasing agent, FAISON ("Leasing Agent") has sole commission
rights with respect to this Lease and Tenant warrants that Tenant has employed
no other broker in connection with this Lease and there are no other claims for
broker's commissions or finder's fees in connection with its execution of this
Lease and agrees to indemnify and save Landlord harmless from any liability that
may arise from such claim, including reasonable attorney's fees and court costs.
In the event that Tenant has employed a broker in connection with this Lease,
Tenant shall disclose such broker to Landlord in writing immediately upon
commencement of negotiations, and shall provide to Landlord's Leasing Agent
evidence of such broker's valid licensure in Florida.
LANDLORD'S DEFAULT
36. Landlord shall be in default under this Lease if Landlord has not
commenced and pursued with reasonable diligence the cure of any failure of
Landlord to meet its obligations under this Lease within fifteen (15) days of
the receipt by Landlord of written notice from Tenant of the alleged failure to
perform. Except as otherwise provided in this Lease, in the event of a default
by Landlord, Tenant shall be entitled to any remedies available at law or in
equity. Notwithstanding anything in this Lease to the contrary, Landlord shall
never be liable to Tenant in the event of a default by Landlord or otherwise
under any provision of this Lease for any loss of business or profits or other
direct, special, incidental, indirect or consequential damages or for punitive
or special damages of any kind. None of Landlord's officers, employees, agents,
directors, shareholders, or partners shall ever have any personal liability to
Tenant under or in connection with this Lease. Tenant shall look solely to
Landlord's estate and
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interest in the Building for the satisfaction of any right or remedy of Tenant
under this Lease, or for the collection of any judgment (or other judicial
process) requiring the payment of money by Landlord, and no other property or
assets of Landlord or its principals shall be subject to levy, execution, or
other enforcement procedure for the satisfaction of Tenant's rights or remedies
under this Lease, the relationship of Landlord and Tenant under this Lease,
Tenant's use and occupancy of the Premises, or any other liability of Landlord
to Tenant of whatever kind or nature. Except as specifically provided in this
Lease, Tenant expressly, knowingly, and voluntarily waives any right, claim, or
remedy otherwise available to Tenant to terminate or rescind this Lease as a
result of Landlord's default as to any covenant or agreement contained in this
Lease or as a result of the breach of any promise or inducement allegedly made
on behalf of Landlord, whether in this Lease or elsewhere. No act or omission of
Landlord or its agents shall constitute an actual or constructive eviction of
Tenant unless Landlord shall have first received written notice of Tenant's
claim and shall have failed to cure it after having been afforded a reasonable
time to do so, which in no event shall be less than thirty (30) days.
ORIGINAL INSTRUMENT
37. For the convenience of the parties hereto, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument.
FLORIDA LAW
38. This Lease has been made under and shall be construed and interpreted
under and in accordance with the laws of the State of Florida.
NO RECORDATION OF LEASE
39. Without the prior written consent of Landlord, neither this Lease nor
any memorandum hereof shall be recorded or placed on public record by or on
behalf of Tenant. Without limitation on any other of Landlord's rights
hereunder, in the event Tenant breaches this covenant, Tenant hereby irrevocably
grants a Power of Attorney to Landlord as Tenant's agent for the purpose of
canceling from public record any copy of this Lease, any memorandum hereof or
any reference hereto. Tenant agrees that the Power of Attorney granted herein is
coupled with an interest, is not revocable and shall survive the death or other
incapacity of Tenant.
HAZARDOUS MATERIALS
40. Tenant shall not (either with or without negligence) cause or permit
the escape, disposal or release of any biologically or chemically active or
other hazardous substances or materials. Tenant shall not allow the storage or
use of such substances or materials in any manner not sanctioned by law or by
the highest standards prevailing in the industry for the storage and use of such
substances or materials, nor allow to be brought into the Building, the Premises
or the Property, any such materials or substances except to use in the ordinary
course of Tenant's business, and then only after written notice is given to
Landlord of the identity of such substances or materials. Without limitation,
hazardous substances and materials shall include those described in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local
laws and the regulations adopted under these acts. If any lender or governments]
agency shall ever require testing to ascertain whether or not there has been any
release of hazardous materials, then the reasonable costs thereof shall be
reimbursed by Tenant to Landlord upon demand as additional charges if such
requirement applies to the Premises. In addition, Tenant shall execute
affidavits, representations and the like from time to time at Landlord's request
concerning Tenant's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Tenant shall
indemnify Landlord in the manner elsewhere provided in this Lease from any
release of hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The
within covenants shall survive the expiration or earlier termination of the
Lease term.
AIR QUALITY
41. Tenant shall not in any way or manner adversely affect the air quality
now existing in the Premises or the Building and no activity or use by Tenant of
the Premises shall adversely affect such air quality or be in violation of any
applicable law, statute, ordinances, regulation or code.
RADON GAS
42. Pursuant to F.S. 404.056 (8), Tenant is hereby notified that 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 testing
may be obtained from your county public health unit.
WAIVER OF JURY TRIAL
43. Landlord and Tenant waive trial by jury in any action, proceeding or
counterclaim brought by either of them against the other on all matters arising
out of this Lease or the use and occupancy of the Premises. If Landlord
commences any summary proceeding for nonpayment of rent, Tenant will not
interpose (and waives the right to interpose) any counterclaim in any such
proceeding.
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COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
44. Landlord acknowledges the existence of the Americans with Disabilities
Act (the "ADA") and will endeavor to meet the requirements of the ADA with
regard to the Common Areas of the Building. Tenant hereby consents to any and
all actions to be taken by Landlord in order to comply with the provisions of
the ADA. Additionally, Tenant hereby agrees to take any and all actions
necessary in order to cause the Premises to comply with the ADA. Tenant hereby
agrees to indemnify and hold Landlord harmless from and against any and all
loss, damages, costs, or expenses, incurred by Landlord as a result of Tenant's
failure to comply with the terms and provisions of the ADA insofar as the
Premises are concerned.
LEASE BINDING UPON DELIVERY; NO OPTION; OFFER IRREVOCABLE
45. Submission of this Lease for examination does not constitute an option
to lease or reservation of space for the Premises. This Lease shall be effective
only when executed by both parties and received by Landlord. If this Lease has
been submitted to Tenant in form already signed by Landlord, it evidences only
Landlord's offer to enter into this Lease on the exact terms provided as
delivered, which offer may be revoked at any time, in Landlord's sole
discretion, and which may additionally expire at any certain time established by
Landlord in writing. This offer shall be irrevocable and open for acceptance by
Landlord until 5:00 p.m. on the fifteenth (15th) day after execution and
delivery hereof by Tenant to Landlord, and if not accepted by then may be
withdrawn by Tenant.
NO LIABILITY FOR CRIMES
46. The Landlord makes no representations or warranties with respect to
crime in the area, undertakes no duty to protect against criminal acts and shall
not be liable for any injury, wrongful death or property damage arising from any
criminal acts from any cause whatsoever, whether or not such injury, loss, or
damage results ftorn any fault, default, negligence, act or omission of Landlord
or its agents, servants, employees, or any other person for whom Landlord is in
law responsible occurring in or about the Property, Building, Common Areas, or
the Premises. The Landlord may, from time to time, employ security personnel and
equipment, however, such personnel and equipment are only for the protection of
the Landlord's property. The Landlord reserves the right, in its sole and
absolute discretion, to start, alter or terminate any such security services
without notice. The Tenant is urged to provide security for its invitees, its
own personnel, and property as it deems necessary, with Landlord's prior written
consent. The Tenant is urged to obtain insurance and take all other appropriate
action to protect against criminal acts.
CONFIDENTIALITY
47. Tenant shall not disclose the terms of this Lease to any third party
without Landlord's prior consent.
NO SMOKING
48. Tenant shall not allow any smoking in the Premises except in rooms
designed and constructed to accommodate smoking and to prevent smoke from
entering the plenum or any other portion of the Premises or the Building.
Landlord reserves the right to promulgate additional rules for the Building
which may include fines upon tenants of the Building who do not cause their
employees and invitees to comply with rules prohibiting or limiting smoking in
the Building. Tenant shall exercise diligent efforts to cause its employees and
invitees not to smoke within the Premises or the Building.
SURVIVAL OF OBLIGATIONS
49. Any obligations of Tenant accruing prior to the expiration of the Lease
shall survive the expiration or earlier termination of the Lease, and Tenant
shall promptly perform all such obligations whether or not this Lease has
expired or been terminated.
ERISA AND UBTI RESTRICTIONS
50. Notwithstanding anything to the contrary contained herein, including,
without limitation, Section 11 above, no assignment or subletting by Tenant, nor
any other transfer or vesting of Tenant's interest hereunder (whether by merger,
operation of law or otherwise), shall be permitted if:
A. Landlord, or any person designated by Landlord as having an interest
therein, directly or indirectly, controls, is controlled by, or is under common
control with (i) the proposed assignee, sublessee or successor-in-interest of
Tenant or (ii) any person which, directly or indirectly, controls, is controlled
by or is under common control with, the proposed assignee, Sublessee or
successor-in-interest of Tenant;
B. the proposed assignment or sublease (i) provides for a rental or
other payment for the leasing, use, occupancy or utilization of all or any
portion of the Leased Premises based, in whole or in part, on the income or
profits derived by any person from the property so leased, used, occupied or
utilized other than an amount based on a fixed percentage or percentages of
gross receipts of sales or (ii) does not provide that such assignee or subtenant
shall not enter into any lease, sublease, license, concession or other agreement
for the use, occupancy or utilization of all or any portion of the Leased
Premises which provides for a rental or other payment for such use, occupancy or
utilization based, in whole or in part, on the income or profits derived by any
person from the property so leased, used, occupied or utilized other than an
amount based on a fixed percentage or percentages of gross receipts or sales; or
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<PAGE>
C. in the reasonable opinion of Landlord and Landlord's counsel, such
proposed assignment, subletting or other transfer or vesting of Tenant's
interest hereunder (whether by merger, operation at law or otherwise) will (i)
cause a violation of the Employee Retirement Income Security Act of 1974 by
Landlord, or by any person which, directly or indirectly controls, is controlled
by, or is under common control with, Landlord or any person who controls
Landlord or (ii) result or may in the future result in Landlord, or any person
which, directly or indirectly, has an interest in Landlord, receiving "unrelated
business taxable income" (as defined in the Internal Revenue Code).
OPTION TO EXPAND
51. A. Provided this Lease is then in full force and effect and provided
Tenant is not in monetary or material default of this Lease (as agreed upon by
the Landlord and Tenant or as determined by a court of law), at the time of
Tenant's exercise of the option to expand as hereinafter provided or at the time
such option to expand takes effect, and further provided that Tenant has not
theretofore been in monetary or material default of any provision of this Lease,
Tenant shall have a right to lease any other space on the second floor of the
Building (the "Additional Suite") except Suite 200 (which is currently vacant),
that shall become available through the expiration or early termination of any
tenants' currently existing lease term, subject to such tenants' and their
assignees and subtenants existing renewal rights and expansion rights as
described on Exhibit "I". Landlord shall provide five (5) months written notice
prior to the expiration date of such existing tenants' lease renewal rights. In
the event of an early termination of an existing tenants' lease renewal rights
or in the event an existing tenants' expansion rights do not expire on a date
certain, then, Tenant shall have the right to elect to lease such space, by
written notice to Landlord, delivered within ten (10) days after written notice
from Landlord to Tenant that Landlord is aware that space on the second floor of
the Building will be available for lease. The Premises will be promptly amended
to reflect the expansion premises and the Base Rent and Tenant's Share will be
adjusted appropriately. Tenant's rights hereunder shall apply not more than once
for any particular suite as described on Exhibit "I". Any notice from Tenant to
Landlord exercising Tenant's rights hereunder shall be for the exact premises
being offered by Landlord and shall state that Tenant desires to rent such
additional suite on the second floor of the Building. Such notice must be
postmarked on or before the above-specift'ed date and sent by registered or
certified mail, return receipt requested; or by nationally recognized overnight
carrier with written evidence of delivery. If for any reason the said notice is
not duly and timely given, Tenant's rights under this Article 51 for the
particular suite on the second floor will be null and void and without further
force or effect. If the said notice is properly given, Landlord will (subject to
extension by reason of delays beyond Landlord's reasonable control), make
available to Tenant the tenant space as set forth in the said notice.
B. If Landlord's notice is as specified in Sub-Paragraph A above, the
Additional Suite will be deemed demised to Tenant on the date on which it
becomes available for Tenant's occupancy, and on that date (the "Availability
Date") this Lease will be deemed modified in the following respects:
(a) the description of the Premises will include the Additional Suite;
(b) the percentage specified elsewhere in this Lease as "Tenant's Share"
will be deemed increased to reflect Landlord's determination of the number of
rentable square feet of the Additional Suite as described on Exhibit "I" (the
"Additional Footage");
(c) the Monthly Base Rent payable hereunder will be deemed increased by an
amount equal to the product of the Additional Footage multiplied by the rate
which, on the Availability Date, Landlord is charging Tenant under this Lease
from time to time, if during the renewal term, at the rates set forth in Article
52, and if the Lease Term is not renewed, at the same rate set forth in Article
52 applied to the Additional Suite;
(d) the term will be deemed to expire coterrninously with this Lease on the
expiration date, unless there is less than three (3) years remaining in the
Lease Term or renewal term (if then exercised), in which event the lease of the
Additional Suite shall not be less than three (3) years in length; and the Base
Rent for any period beyond the Lease Term shall be at the same rate set forth in
Section 52 below; and
(e) Tenant will accept the Additional Suite in its "as is" condition and
shall be granted a tenant improvement allowance of $1.00 per rentable square
foot per year of remaining current lease term or a prorata portion thereof for
any partial lease year.
Although no written agreement will be necessary to evidence such modifications,
upon request Tenant agrees to execute and deliver to Landlord an agreement
prepared by Landlord confirining that this Lease as so modified is then in full
force and effect and is ratified, confirmed and approved in all respects.
C. Tenant will accept the Additional Suite in its "AS IS" condition at
the time it is delivered to Tenant. Tenant will, at its own cost and expense,
subject to Landlord's prior written approval, make the Additional Suite suitable
for Tenant's use and occupancy.
Notwithstanding anything above, if Tenant uses all or any portion of the
Additional Suite on a date earlier than that on which it is available for
Tenant's occupancy, all of Tenant's monetary and other obligations respecting
the Additional Suite will commence as of the earlier date.
OPTION TO RENEW
52. Provided this Lease is then in full force and effect and provided
Tenant is not in material or monetary default of this Lease (as agreed upon by
the Landlord and Tenant or as determined by a court of law), at the time of
Tenant's exercise of the renewal option as hereinafter provided or at the time
such renewal of this Lease takes effect, and further provided that Tenant has
not theretofore been in monetary or material default of any provision of this
Lease, Landlord hereby grants to Tenant an option to renew this Lease as to all
of the Premises for one (1) additional term of three (3) years, commencing on
the Expiration Date. The Base Rent rate for the renewal period will be as
follows:
Lease Year Base Rent Per Rentable Square Foot
---------- ----------------------------------
Year 6 $21.00
Year 7 $21.75
Year 8 $22.50
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Tenant may exercise the aforesaid option to renew this Lease only by notifying
Landlord in writing of Tenant's exercise of said option to renew not less than
twelve (I 2) months prior to the Expiration Date. If Tenant does not exercise
said option to renew as provided above at least twelve (I 2) months prior to the
Expiration Date, then Tenant's option to extend the Term shall terminate and be
of no further force and effect.
INTERLINIATION
53. Whenever in this Lease any printed portion has been stricken out,
whether or not any relative provision has been added, this Lease shall be
construed as if the material so stricken was never included in this Lease and no
inference shall be drawn from the material so stricken out which would be
inconsistent in any way with the construction or interpretation which would be
appropriate if such material were never contained in this Lease.
VOID IF NOT EXECUTED BY LANDLORD AND RETURNED TO TENANT BY 4/3/98.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
Signed, sealed and *Tenant
delivered in the presence of: Post, Buckley, Schuh & Jernigan, Inc.
/S/ ANGELA L. ARMSTRONG By: /S/ RICHARD M. GRUBEL 3/24/98
------------------------------ ----------------------------------- (SEAL)
Witness
/S/ ILLEGIBLE Print Name: RICHARD M. GRUBEL
------------------------------ ------------------------
Witness
Title: SENIOR VICE PRESIDENT
-----------------------------
----------------------------- (CORPORATE SEAL)
Following execution, four
originals hereof shall be
returned to Landlord.
Landlord: Cypress-Tampa II Limited
Partnership, a limited partnership organized
and existing under the provisions of the
Revised Uniform Limited Partnership Act of
the State of Delaware
By: RPF If Realty, its general partner
Signed, sealed and delivered in the presence of:
/S/ ANN B. CAPORRI By: /S/ GERALD KARR
---------------------------- --------------------------------
Witness Print Name: Gerald Karr
Title: Vice President
/S/ MYRNA N. YANMIEH
----------------------------
Witness
RECEIVED FULLY
EXECUTED
4/3/98
RNC
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<PAGE>
EXHIBIT "A-1"
FLOOR PLAN
THIRD FLOOR
[GRAPHIC OMITTED]
<PAGE>
EXHIBIT "A-2"
FLOOR PLAN
CYPRESS COMMONS
SECOND FLOOR
[GRAPHIC OMITTED]
<PAGE>
EXHIBIT "B"
WORK LETTER AGREEMENT
(Tenant Performs Work)
1. Tenant accepts the Premises in its,"as is" condition. However, Landlord
will re-paint the painted Premises interior walls, re-carpet the Premises
interior using a Building Standard 30 oz. level loop carpet, and install twelve
(12) smoke detectors and nine wall mounted and four floor mounted magnetic
hold-open systems for each of the fire doors that are depicted on the attached
Schedule B-1.
2. So long as Tenant is not in default under this Lease, Landlord shall
make a dollar contribution in the amount of $175,645.00 ("Landlord's
Contribution") for Tenant's general use. Said payment shall be delivered by
Landlord to Tenant on or before the Commencement Date.
B-1
<PAGE>
Schedule B-1
Location of Fire Doors which Landlord shall improve by the addition of nine wall
mounted and four floor mounted magnetic hold-open systems:
Schedule B 1
<PAGE>
EXHIBIT "C"
COMMENCEMENT DATE AGREEMENT
AND
ACCEPTANCE OF PREMISES
THIS AGREEMENT made as of _______________, 19____, between Cypress-Tampa II
Limited Partnership ("Landlord"), and Post, Buckley, Schuh & Jernigan, Inc.,
(hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant entered into a Lease dated December
__________, 1997, (hereinafter referred to as the "Lease") for office space in
the Building known as Cypress Commons:
NOW, THEREFORE, pursuant to the provisions of Paragraph 2.B. of the Lease,
Landlord hereby informs Tenant and Tenant confirms the following:
1. The Commencement Date of the Lease term is _______________ 1, 1997,
and Tenant has accepted possession of the Premises on _______________,
19____.
2. If appropriate, the Delayed Commencement Date is _______________,
19____,
3. Rentals commenced to accrue at the monthly rate of _______________,
19____. This amount includes all applicable state sales tax.
4. A security deposit of $__________________ has been paid to Landlord or
its designated agent.
5. Tenant is in possession of, and has accepted the Premises demised by
the Lease, and acknowledges that all the work to be performed by the
Landlord in the Premises as required by the terms of the Lease has now
been satisfactorily completed, except as noted immediately below.
Tenant further certifies that all conditions of the Lease required of
Landlord as of this date have been fulfilled and there are no defenses
or off-sets against the enforcement of the Lease by Landlord.
TENANT
Post, Buckley, Schuh & Jernigan, Inc.
By: ______________________________
Title: _____________________________
Date: _____________________________
(CORPORATE SEAL)
Marketing Representative __________________
Property Manager ________________________
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<PAGE>
EXHIBIT "D"
RULES AND REGULATIONS
The rules and regulations set forth in this Exhibit shall be and hereby are
made a part of the Lease to which they are attached. Whenever the term "Tenant"
is used in these rules and regulations, it shall be deemed to include Tenant,
its employees or agents and any other persons permitted by Tenant to occupy or
enter the Premises. The following rules and regulations may from time to time be
modified by Landlord in the manner set forth in Section 27. of the Lease.
OBSTRUCTION
1. The sidewalks, entries, passages, corridors, halls, lobbies, stairways,
elevators and other common facilities of the Building shall be controlled by
Landlord and shall not be obstructed by Tenant or used for any purposes other
than ingress or egress to and from the Premises. Tenant shall not place any item
in any of such locations, whether or not any such item constitutes an
obstruction, without the prior written consent of Landlord. Landlord shall have
the right to remove any obstruction or any such item without notice to Tenant
and at the expense of Tenant. The floors, skylights and windows that reflect or
admit light into any place in said Building shall not be covered or obstructed
by Tenant.
ORDINARY BUSINESS HOURS
2. Whenever used in the Lease or in these rules and regulations, the
ordinary business hours of the Building shall be from 8:00 A.M. to 6:00 P.M.
Monday through Friday and 8:00 A.M. to Noon Saturday of each week, excluding the
legal holidays of New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
DELIVERIES
3. Tenant shall insure that all deliveries of supplies to the Premises
shall be made only upon the elevator designated by Landlord for deliveries and
only during the ordinary business hours of the Building. If any person
(including, without limitation, deliveries of mail, office supplies, beverages
and soft drinks, catered meals and all other deliveries of bulk items)
delivering supplies to Tenant damages the elevator or any other part of the
Building, Tenant shall pay to Landlord upon demand the amount required to repair
such damage. Prior approval must be obtained from Landlord for any deliveries
that must be received after normal business hours. Hand trucks, except those
equipped with rubber tires or the like shall not be used in any space, or in the
public halls of the Building either by any Tenant or others in the delivery or
receipt of merchandise. Use of any hand trucks, dollies and all such conveyances
shall be restricted to freight elevators or other passageways designated by
Landlord.
MOVING
4. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by tenants of any bulky material, merchandise or materials
which requires use of elevators or stairways, or movement through the Building
entrances or lobby shall be restricted to such hours as Landlord shall
designate, and shall not be undertaken without Landlord's prior written consent.
Tenants assume all risks as to damage to articles moved and injury of persons or
public engaged or not engaged in such movement, including equipment, property
and personnel of Landlord if damaged or injured as a result of acts in
connection with carrying out this service for a tenant; and Landlord shall not
be liable for acts of any person engaged in connection with such service
performed for a tenant. Furniture and equipment shall be moved in or out of the
Building only upon the elevator designated by Landlord for deliveries and then
only during such hours and in such manner as may be prescribed by Landlord.
Landlord shall have the right to approve or disapprove the movers or moving
company employed by Tenant and Tenant shall cause such movers to use only the
loading facilities and elevator designated by Landlord. If Tenant's movers
damage the elevator or any other part of the Building, Tenant shall pay to
Landlord upon demand the amount required to repair such damage.
HEAVY ARTICLES
5. No safe or article the weight of which may, in the reasonable opinion of
Landlord, constitute a hazard or damage to the Building or its equipment, shall
be moved into the Premises. Safes and other heavy equipment, the weight of which
will not constitute a hazard or daffiage the Building or its equipment shall be
moved into, from or about the Building only during such hours and in such manner
as shall be prescribed by Landlord and Landlord shall have the right to
designate the location of such articles in the Premises.
NUISANCE
6. Tenant shall not do or permit anything to be done in the Premises, or
bring or keep anything therein which would in any way constitute a nuisance or
waste, or obstruct or interfere with the rights of other tenants of the
Building, or in any way injure or annoy them, or conflict with the laws relating
to fire, or with any regulations of the fire department or with any insurance
policy upon tne Building or any part thereof, or conflict with any of the rules
or ordinances of any governmental authorityhaving jurisdiction over the Building
(including, by way of illustration and not limitation, using the Premises for
sleeping, lodging and cooking).
D-1
<PAGE>
BUILDING SECURITY
7. Landlord may restrict access to and from the Premises and the Building
on Saturdays and outside of the ordinary business hours of the Building for
reasons of Building Security. Landlord my require identification of persons
entering and leaving the Building during this period and, for this purpose, may
issue Building passes to tenants of the Building. Landlord shall not be liable
to any person (including, without limitation, Tenant) for excluding any person
from the Building, or for admission of any person to the Building at any time,
or for damages, loss or theft resulting therefrom. Tenants, their employees or
agents, will be required to provide appropriate identification (picture ID -
business cards are not acceptable), sign in upon entry, and sign out upon
leaving, giving the location during such person's stay and such person's time of
arrival and departure and shall otherwise comply with any reasonable access
control procedures Landlord may from time to time institute.
PASS KEY
8. The janitor of the Building may at all times keep a pass key to the
Premises, and he and other agents of Landlord shall at all times be allowed
admittance to the Premises. Unless explicitly permitted by the Lease, Tenant
shall not employ any person other than Landlord's contractors and employees for
the purpose of cleaning and taking care of the Premises. Landlord shall not be
responsible for any loss, theft, mysterious disappearance of or damage to any
property, however occurring.
LOCKS AD KEYS FOR PREMISES
9. No additional lock or locks shall be placed by Tenant on any door in the
Building and no existing lock shall be changed unless the written consent of
Landlord shall first have been obtained. A reasonable number of keys to the
Premises and to the toilet rooms, if locked by Landlord, will be furnished by
Landlord, and Tenant shall not have any duplicate key made. Landlord also shall
fumish to Tenant the appropriate number of parkinglaccess cards for access and
egress to and ftom the Building as applicable during hours outside the ordinary
business hours of the Building. The distribution and use of such access cards by
Tenant and its employees shall be subject at all times to such additional rules
as Landlord may promulgate from time to time. At the termination of this tenancy
Tenant shall promptly return to Landlord all keys and access cards to the
Building, offices, toilet rooms, and parking facilities. Tenant shall promptly
report to Landlord the loss or theft of any key or access card.
SIGNS
10. Signs on Tenant's entrance door will be provided for Tenant by
Landlord. No advertisement, sign or other notice shall be inscribed, painted or
affixed on any part of the outside or inside of the Building, except upon the
interior doors as permitted by Landlord, which advertisement, signs, or other
notices shall be of Building standard order, size and style, and at such places
as shall be designated by Landlord. In addition, Landlord shall provide in the
lobby of the Building, at Landlord's expense, a building directory which shall
include Tenant's name.
USE OF WATER FIXTURES
11. Water closets and other water fixtures shall not be used for any
purpose other than that for which the same are intended, and any damage
resulting to the same from misuse on the part of Tenant shall be paid for by
Tenant. No person shall waste water by tying back or wedging the faucets or in
any other manner.
NO ANIMALS, EXCESSIVE NOISE
12. No birds or animals (other than seeing eye dogs) shall be allowed in
the offices, halls, corridors and elevators in the Building. No person shall
disturb the tenants of this or adjoining buildings or space by the use of any
radio or musical instrument or by the making of loud or improper noises.
BICYCLES
13. Bicycles or other vehicles shall not be permitted anywhere inside or on
the sidewalks outside of the Building, except in those areas designated by
Landlord for bicycle parking.
TRASH
14. Tenant shall not allow anything to be placed on the outside of the
Building, nor shall anything be thrown by Tenant out of the windows or doors, or
down the corridors, elevator shafts, or ventilating ducts or shafts of the
Building. All trash shall be placed in receptacles provided by Tenant on the
Premises or in any receptacles provided by Landlord for the Building.
WINDOWS AND ENTRANCE DOORS
15. Window shades, blinds or curtains of a uniform Building Standard color
and pattern only shall be provided for the exterior glass of the Building to
give uniform color exposure through exterior windows. Exterior blinds shall
remain in the lowered position at all times to provide uniform exposure from the
outside. No awnings, curtains, blinds, shades or screens shall be attached to or
hung in, or used in connection with any window or door of the Premises without
prior written consent of Landlord, including approval by Landlord of the
quality, type, design, color and manner of attachment. Tenant entrance doors
should be kept closed at all times in accordance with the fire code.
D-2
<PAGE>
HAZARDOUS OPERATIONS AND ITEMS
16. Tenant shall not install or operate any steam or gas engine or boiler,
or carry on any mechanical business in the Premises without Landlord's prior
written consent, which consent may be withheld in Landlord's absolute
discretion. The use of oil, gas or inflammable liquids for heating, lighting or
any other purpose is expressly prohibited. Explosives or other articles deemed
extra hazardous shall not be brought into the Building. No flammable,
combustible or toxic fluid or substance and no explosives. Tenant shall not
cause or permit any gases, liquids or odors to be produced upon or emanate from
the Premises.
HOURS FOR REPAIRS, MAINTENANCE AND ALTERATIONS
17. Any repairs, maintenance and alterations required or permitted to be
done by Tenant under the Lease shall be done only during the ordinary business
hours of the Building unless Landlord shall have first consented in writing to
such work being done outside of such times. If Tenant desires to have such work
done by Landlord's employees on Saturdays, Sundays, holidays or weekdays outside
of ordinary business hours, Tenant shall pay the extra cost of such labor.
NO DEFACING OF PREMISES
18. Except as permitted by Landlord, Tenant shall not mark upon, cut, drill
into, drive nails or screws into, or in any way deface the doors, walls,
ceilings, or floors of the Premises or of the Building, nor shall any connection
be made to the electric wires or electric fixtures without the consent in
writing on each occasion of Landlord or its agents, and any defacement, damage
or injury caused by Tenant shall be paid for by Tenant.
LIMIT ON EQUIPMENT
19. The installation of office equipment, computer networking installations
and modifications, and telecommunications equipment which involves wiring
outside of the Premises shall be done only after the prior written approval of
the Landlord's building manager is obtained and then only as directed by the
electrician of the Building or by some other employee of Landlord who may be
instructed by the superintendent of the Building to supervise same, and no
boring or cutting for wiring shall be done unless approved by Landlord or its
representatives, as stated.
SOLICITATION; FOOD AND BEVERAGE
20. Landlord reserves the right to restrict, control or prohibit
canvassing, soliciting and peddling within the Building. Tenant shall not grant
any concessions or licenses for the sale or taking of orders for food or
services or merchandise in the Premises, nor permit the preparation (except for
heating of food in a microwave oven), serving, distribution or delivery of food
or beverages in the Premises without the approval of Landlord and in compliance
with arrangements prescribed by Landlord. All food and beverage delivery to the
Building shall utilize the service entrance to the Building. Nothing in this
provision shall be constmed to eliminate the Tenant's right to operate, for use
of Tenant's employees and customers, vending machines within the Premises and
arrange for food delivery to the Premises by outside vendors.
SMOKING POLICY
21. Smoking in all Common Areas of the Building is prohibited. Common Areas
include, without limitation, atriums, rest roonis, balconies, lobbies, hallways,
elevators, stairwells and entries.
OBLIGATION TO INFORM
22. It is the express obligation of the Tenant to infortn, in a timely
manner, each of its employees, agents, invitees, or guests of the Rules and
Regulations of the Building and to cause such parties to comply therewith.
CAPTIONS
23. The caption for each of these rules and regulations is added as a
matter of convenience only and shall be considered of no effect in the
construction of any provision or provisions of these rules and regulations.
D-3
<PAGE>
EXHIBIT "E"
ESTOPPEL CERTIFICATE
Cypress Commons
c/o 5405 Cypress Center Drive, Suite 105
Tampa Florida, 33609
c/o General Electric Investment Corporation
Post Office Box 7900
3003 Summer Street
Stamford, Connecticut 06904-7900
c/o FAISON
5405 Cypress Center Drive, Suite 105
Tampa Florida, 33609
Re: Cypress Commons
(the "Office Building")
Gentlemen:
Post, Buckley, Schuh & Jernigan, Inc., ("Tenant") currently leases space in the
Office Building pursuant to that certain lease, dated the _____ day of
_______________, 19____, (the "Lease"), between Cypress-Tampa II Limited
Partnership, as landlord ("Landlord"), and Tenant, as tenant. Tenant understands
that Landlord and _______________ is acting in reliance on this certificate.
In connection with such capital contribution, Tenant hereby acknowledges
and agrees that:
1. The documents attached hereto as Exhibit "A" constitute a complete and
accurate copy of the Lease, and there are no other amendments or agreements
to which Tenant is a party which are binding upon Landlord and relate to
the Office Building other than as expressly set forth in the Lease.
2. The Lease is in full force and effect and Tenant has not given Landlord
any notice of termination or default thereunder.
3. To the best of Tenant's knowledge, no uncured breaches or defaults exist
under the Lease, no facts or circumstances exist, which with the passage of
time, will constitute a breach or default under the Lease and no offsets,
defenses, or claims are presently available to Landlord or Tenant under the
Lease.
4. Tenant is in full and complete possession of its Premises in the Office
Building and has accepted its Premises in the Office Building, including
the work of Landlord performed thereon pursuant to the terms and provisions
of the Lease, and all common areas of the Office Building (including,
without limitation, parking areas, access ways, and landscaping) as being
complete, in compliance with the Lease, and satisfactory for Tenant's
purposes.
5. Tenant has not prepaid any rent or other charges under the Lease to
Landlord other than as referred to in the Lease and other than for the
calendar month of _______________, 19____.
6. Tenant has not tendered to Landlord any security, advance, or similar
deposit with respect to its tenancy of Premises in the Office Building,
except as otherwise disclosed in the Lease.
7. Tenant has not assigned all or any part of its interest in and to the
Lease as security or otherwise and has not subleased all or any part of the
Premises leased by Tenant under the Lease.
8. The term of the Lease commenced on _______________, 19____, and,
accordingly, Tenant has commenced to pay rent and other charges to Landlord
as of such date under, and in accordance with, the Lease and is conducting
business with the public in the Premises it leases pursuant to the Lease.
9. The undersigned is duly authorized to execute and deliver this
certificate for and on behalf of Tenant.
Tenant hereby acknowledges and agrees that Landlord and __________ shall be
entitled to reply on the truth and accuracy of the foregoing certifications
made by Tenant. Tenant further hereby agrees for a period of thirty (30)
days from the date hereof to notify Landlord and ____________ in writing at
their addresses set forth hereinabove of any changes in the truth and
accuracy of any of the certifications contained herein promptly upon
Tenant's learning of each such change.
Dated this _____ day of _______________, 19____,
Very truly yours,
E-1
<PAGE>
EXHIBIT "F"
5300 West Cypress Street
Tampa, Florida
LEGAL DESCRIPTION
DESCRIPTION: Lots I through 8, inclusive of Plat of the Marene Place, according
to the map or plat thereof recorded in Plat Book 16, Page 2, of the Public
Records of Hillsborough County Florida, and Lot A of HANKIN'S& ZINN'S
Re-Subdivision of Lot 1, Block 29, of Tampania according to the map or plat
thereof as recorded in Plat Book 12, Page 98, of the Public Records of
Hillsborough County, Florida, less that part taken by orders of taking recorded
in Minute Book 144, Page 237 and in Official Record Book 2828, Page 814, and in
Official Record Book 3200. page 437, of the Public Records of Hillsborough
County, Florida, for right-of-way and being more particularly described as
follows:
Beginning at the Southeast comer of Lot A of HANKIN'S & ZINN'S RE-SUBDIVISION of
Lot 1, Block 29, of Tampania, according to the map or plat thereof as recorded
in Plat Book 12 , Page 98, of the Public Records of Hillsborough County,
Florida, run thence N. 89'20'56" W., 226.12 feet along the South boundary of
said Lot A to the Easterly right of way line of Frontage Road as recorded in
O.R. Book 2828, Page 814, of the Public Records of Hillsborough County, Florida,
thence along said Easterly right-of-way line the following six (6) courses, (1)
N.32"24'32" W., 140.88 feet; (2) thence N. 00'08'49" W., 61.60 feet; (3) thence
S.89'22'06" W., 38.68 feet; (4) thence N.32"24'32" W., 95.70 feet to a point of
curvature; (5) thence Northwesterly 133.27 feet, along the arc of a curve to the
right (having a radius 180.00'feet a central angle of 15'54'29", and a chord
bearing and distance of N. 24'27' 18" W., 132.84 feet ) to a point of tangency;
(6) thence N. 16'3' 03" W., 35.25 feet; thence along the intersection
right-of-way line of Frontage Road and Cypress Street (as taken by said 0. R.
Book 2828, Page 814 ), Northeasterly, 28.22 feet along the arc of a curve to the
right (having a radius of 15.00 feet and a chord bearing and distance of N. 37'
23 ' 36" E., 2.24 feet), thence S. 88'42'45" E., 451.52 feet along the South
right-of-way line of Cypress Street as recorded in O.R. Book 2828, Page 814 and
0. R. Book 3200, Page 437, of the Public Records of Hillsborough County,
Florida; thence S. 0101 5'29" W., 427.29 feet along the East boundary of said
Lot A and the West right-of way line of North O'Brien Street to the Point of
Beginning.
Containing 154,626 sq. ft. or 3.550 acres, more or less.
F-1
<PAGE>
EXHIBIT "I"
EXPANSION SPACE FLOOR PLAN
CYPRESS COMMONS SECOND FLOOR
[GRAPHIC OMITTED]
<PAGE>
EXHIBIT J
ADDENDUM TO LEASE
LEASE AGREEMENT
FROM CYPRESS-TAMPA II LIMITED PARTNERSHIP
TO POST, BUCKLEY, SCHUH & JERNIGAN, INC.
This addendum modifies and is made part of the Lease Agreement (the Lease)
between the parties specified above for premises located at 5300 West Cypress
Street, Suite 295 and Suite 300, Tampa, Florida, 33607, commencing 1998. In
addition to the provisions set forth in the Lease, the parties agree as follows:
Commencement. As set forth in Section 2(A) of the Lease.
Delivery. Not applicable.
Annual Operating Costs. As set forth in Article 5 of the Lease.
Interest and Late Charges. As set forth in Article 29 of the Lease.
No Relocation or Substitution. Landlord shall have no right to relocate
Tenant or substitute any other space for the leased Premises during the
term of this Lease Agreement.
6. Vacation. So long as Tenant pays rent, maintains the Leased Premises in good
condition and is not otherwise in default under the provisions of this Lease,
Tenant's vacation, abandonment or failure to conduct business at the leased
premises shall not be considered an event of default.
7. Holdover. Provided this Lease is then in full force and effect and provided
Tenant is not in monetary or material default of this Lease (as determined by a
court of law), at the time of Tenant's exercise of its right to holdover for any
particular month during the Permitted Holdover Period (as those terms are
defined below), or at the time each such holdover month takes effect during the
Permitted Holdover Period, and provided that Tenant has not theretofore been in
monetary or material default of any provision of this Lease, and further
provided Tenant delivers to Landlord at least ninety (90) days advanced written
notice of its election to remain in possession for each month during the
Permitted Holdover Period, Tenant may remain in possession after the Lease Term
for each such month and Tenant's holdover rent for each such month shall be at a
monthly Base Rent of one hundred ten percent (110%) of the Base Rent of the
final month of the Lease Term or any renewal thereof plus any other Operating
Costs and Additional Rent due and payable by Tenant to Landlord under this
Lease. The Permitted Holdover Period shall be the three (3) months immediately
following the expiration of the Lease Term or the renewal term, if applicable.
If Tenant fails to give timely notice as aforesaid for each month of the
Permitted Holdover Period, but remains in possession of the Premises during the
Permitted Holdover Period, Tenant's holdover rent for any such month shall be at
a monthly Base Rent of one hundred thirty-five percent (135%) of the Base Rent
of the final month of the Lease Term or any renewal thereof plus any other
Operating Costs and Additional Rent due and payable by Tenant to Landlord under
this Lease.
Anything in this Article to the contrary notwithstanding, Tenant shall,
with respect to each notice to Landlord of its election to remain in possession
during the Permitted Holdover Period, always use its best efforts to notify
Landlord of its election as soon as Tenant determines its requirements to remain
during any holdover month of the Permitted Holdover Period and give Landlord the
date Tenant intends to vacate the Premises; further, Tenant shall not be
entitled, under any circumstances, without Landlord's prior written consent, to
remain in possession of the Premises after September 30, 2003, or if Tenant duly
exercises its option to renew pursuant to Article 52, after September 30, 2006.
If Tenant remains in possession after said date, with Landlord's acquiescence
and without any distinct agreement between the parties, Tenant shall be a tenant
at will and such tenancy shall be subject to all the provisions hereof, except
J-1
<PAGE>
that Tenant's holdover rent shall be at the statutory rate for holdover
tenancies under the laws of the state of Florida, and there shall be no renewal
of this Lease by operation of law. Except as provided With respect to the
Permitted Holdover Period, nothing in this Paragraph shall be construed as a
consent by Landlord to the possession of Premises by Tenant after the expiration
of the Lease Term or the expiration of the renewal term, if applicable.
8. Alterations; Installation of Tenant's Equipment. Tenant will not, without
Landlord's prior written consent, make alterations, additions or improvements in
or about the Premises without Landlord's prior written approval, which approval
will not be unreasonably withheld or delayed. Such alterations, additions or
improvements and the installation of any of Tenant's furnishings, fixtures, or
equipment shall be made at Tenant's sole cost and expense by licenced and
insured contractors and workmen selected by Tenant and approved by Landlord,
which approval shall not be unreasonably withheld or delayed. Landlord's
approval of contractors and workmen may be conditioned, among other things, upon
Landlord's receipt of acceptable lien waivers from such contractors and workmen.
Provided, however, no approval of any alteration, addition or improvement shall
be required so long as the same are non-structural in nature affecting only the
interior wall partitions and interior doors within the Premises and minor HVAC
alterations (such as moving VAV boxes and minor electrical work such as moving
electrical outlets), so long as said minor work does not affect the HVAC
systems, plumbing systems, and electrical systems of the Building. Tenant will
not do anything to or on the Premises which will increase the rate of fire
insurance on the Building. All alterations, additions or improvements of a
permanent nature made or installed by Tenant to the Premises shall become the
property of Landlord at expiration of this Lease, but Landlord reserves the
right to require Tenant to remove any improvements or additions made to the
Premises by Tenant and to repair and restore Premises to their condition prior
to such alteration, addition or improvement. Tenant further agrees to do so
within thirty (30) days after the expiration of the Lease Term or the expiration
of the renewal term, if applicable. Tenant shall remove, within the (10) days
after receipt of notice of filing, any lien for material or labor claimed
against the Premises by any contractors, workmen or materialmen, if such claim
should arise; and Tenant hereby agrees to indemnify and hold Landlord harmless
from and against any and all costs, expenses or liabilities (including
attorney's fees and related fees and costs) incurred by Landlord as a result of
such liens.
9. Consents and Approvals. Notwithstanding any other provision of this Lease,
all consents and approvals to be given by the Landlord or the Tenant, as the
case may be, shall not be unreasonably withheld or delayed. No administrative
fees or expenses shall be charged in connection with any such approvals. In
cases where either party exercises judgment in accordance with the terms of this
Lease, such judgment shall be exercised reasonably.
10. No Landlord's/Tenant's Lien. No lien or security interest is granted to
either party in connection with this Lease
11. Estoppel and Documents. In furnishing estoppel certificates or other
documents that may be required in connection with this Lease Agreement, Tenant
shall not be obligated to include any statement which it considers to be untrue
or inaccurate, or to include any provision which is not reasonably necessary to
such document or which modifies its rights under this Lease Agreement.
12. Defaults and Remedies. No remedy for alleged or actual default by either
party shall be permitted or taken unless the party alleged to be in default has
been provided written notice by certified mail to the address specified in the
Lease Agreement, and has failed to remedy the default within ten (10) business
days. If either party acts unreasonably or maliciously in pursuing its rights or
remedies under this Lease, that party shall be liable for damages and/or
prosecution in connection with that action.
13. Legal Rights. Neither party waives any of its legal rights or notice periods
provided by law in connection with this Lease Agreement, and no provision of
this Agreement shall be interpreted as a waiver of such rights. No power of
attorney or attomey-in-fact status is granted to either party in connection with
this Lease.
14. Litigation. In the event that either party is required to utilize litigation
to enforce the provisions of this Lease, the prevailing party shall be entitled
to recover all reasonable costs, reasonable expenses and reasonable attorney's
fees incurred in connection with such litigation.
15. Conflict. In the case of any conflict between the Lease and this Addendum,
this Addendum shall govern.
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<PAGE>
FOURTH AMENDMENT TO LEASE AGREEMENT
SUPERCEDES AMENDS (1-3)
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (the "Fourth Amendment") is made and
entered into as of the 1st of March, 2000 between Highwoods/Florida Holdings
L.P. as successor in interest to Cypress-Tampa II Limited Partnership, a limited
partnership organized and existing under the provisions of the Revised Uniform
Limited Partnership Act of the State of Delaware (herein called "Landlord") with
Landlord having its office at 3111 W. Dr. Martin Luther King, Jr. Blvd., Suite
300, Tampa, Florida 33607, and Post, Buckley, Schuh & Jernigan, Inc. ("Tenant"),
having its office at 2001 NW 107th Avenue, Miami, FL 33172.
WITNESSETH
Whereas, Landlord and Tenant entered into a Lease Agreement dated the
25th day of March, 1998 (such document hereinafter collectively referred to as
the "Prime Lease") and subsequently entered into the First, Second and Third
Amendments to the Prime Lease; and
Whereas Landlord and Tenant desire to modify the Prime Lease by this
Fourth Amendment to Lease Agreement ("Agreement") to expand the Premises
Now, therefore, in consideration of the mutual covenants herein
contained and other good and valuable consideration, it is covenanted and agreed
between Landlord and Tenant that the Prime Lease is further modified to read as
follows:
1. Expansion. On the commencement date set forth below, the Premises shall
be deemed to include Suite 281 (the "Expansion Space") as shown in
Exhibit A hereto. Rentable area of the Premises shall be adjusted to
53,451 square feet, and Tenant's Proportionate Share shall be adjusted
to 46.69% of the Building's 114,472 square feet.
2. Commencement. This Fourth Amendment shall commence on March 8, 2000 or
as soon thereafter as the Landlord has delivered the Expansion Space to
Tenant with any necessary tenant improvements that the parties have
agreed shall be performed by Landlord.
3. Rent. On the Commencement Date Base Rent shall be adjusted as set forth
below:
Period Rate/SF/Year Monthly Base Rent
------ ------------ -----------------
3/8/99 - 6/30/99 $17.00 $75,722.25
7/1/00 - 6/30/01 $18.00 $80,176.50
7/1/01 - 6/30/02 $19.00 $84,630.75
7/1/02 - 6/30/03 $20.00 $89,085.00
The above amounts do not include applicable Florida State sales and use
taxes, which taxes shall be paid by Tenant with each payment of Base
Monthly Rent.
<PAGE>
4. Improvement Allowance. In accordance with Article 51 of the Lease,
Tenant shall accept the space in "as is" condition. Landlord shall
provide an improvement allowance of $4,236.00.
5. Conflict. All other terms and provisions of the Lease and prior
Amendments shall remain in full force and effect. In the case of any
conflict between the Lease, First Amendment, Second Amendment or Third
Amendment and this Fourth Amendment, this Fourth Amendment shall
govern.
IN WITNESS WHEREOF, this Fourth Amendment has been duly executed by the parties
hereto effective as of the Effective Date.
WITNESSES: LANDLORD
Highwoods/Florida Holdings L.P.
By its Agent, Highwoods Properties, Inc.
/s/ [ILLEGIBLE] By: /s/ STEPHEN A. MEYERS
------------------------------ ----------------------------------------
Printed Name: [ILLEGIBLE] Printed Name: Stephen A. Meyers
Vice President
/s/ [ILLEGIBLE] Its:
------------------------------ ----------------------------------------
Printed Name: [ILLEGIBLE] Date: 3/16/00
TENANT
Post, Buckley, Schuh & Jernigan, Inc.
/s/ MARKEISHA SUCKIE By: /s/ RICHARD M. GRUBEL
------------------------------ ----------------------------------------
Printed Name: Markeisha Suckie Printed Name: Richard M. Grubel
/s/ ROSANNE PANTALEO Title: Senior Vice President
------------------------------ ----------------------------------------
Printed Name: Rosanne Pantaleo Date: 2/29/2000
