Exhibit 10.1
NOTICE TO PROSPECTIVE TENANTS
THE ATTACHED DOCUMENT IS A DRAFT LEASE. PLEASE KEEP IN MIND THAT THE SUBMISSION
OF THE DOCUMENT IS FOR EXAMINATION AND REVIEW AND SHOULD NOT BE CONSIDERED AS A
BINDING OFFER TO LEASE SPACE OR CONSTITUTE A MEETING OF THE MINDS WITH RESPECT
TO THE CONTENTS. THE DOCUMENT WILL NOT HAVE A BINDING EFFECT ON THE PARTIES
UNLESS AND UNTIL EXECUTED AND DELIVERED BY BOTH LANDLORD AND TENANT.
LEASE
Between
AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
("TENANT")
and
CITY CENTER ASSOCIATES, LTD.
("LANDLORD")
DATE: May 27, 1999
LEASE
THIS LEASE AGREEMENT ("Lease") is made this 27th day of May, 1999 between
"Landlord" and "Tenant," as hereafter defined.
WITNESSETH:
WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to
lease to Tenant, certain commercial office space set forth herein.
NOW, THEREFORE, for and in consideration of the rents and all other
charges and payments hereunder and of the covenants, agreements, terms,
provisions and conditions, Landlord and Tenant hereby agree as follows:
1. DEFINITIONS. For purposes of this Lease, the following terms shall have the
meanings set forth in this section, unless the context clearly requires
otherwise:
(a) "Landlord": CITY CENTER ASSOCIATES, LTD.
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) "Tenant": AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC., a Nevada
Corporation
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(c) "Premises": Suite No. 1100 consisting of approximately 10,815 square
feet of net rentable area, which the parties agree are contained in
the Premises, as outlined in red on the attached Exhibit "A",
expressly made a part hereof. The Premises are located on the 11th
floor of the south tower of the structure, hereinafter called the
"Building" located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
(d) "Use of Premises": General office use and related uses only.
(e) "Commencement Date": June 1, 1999.
(f) "Term": Sixty (60) months commencing on the Commencement Date,
ending on May 31, 2004.
(g) "Rent": Rent shall be the amounts set forth in, and shall be paid in
accordance with, Section 3 of this Lease. Rent and all other sums
payable by Tenant to Landlord under this Lease, plus any applicable
tax, shall be paid to Landlord, without demand, deduction or offset,
at its management office presently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
place as Landlord may hereafter specify in writing.
(h) "Security Deposit": N/A
(i) "Operating Expense Base": $6.50 per rentable square foot of Premises
per annum.
(j) "Proportionate Share": Rentable areas in the Premises (10,815 square
feet) divided by the rentable area in the Building (238,388 square
feet) which equals 4.54 percent. If the size of the Premises is for
any reason adjusted, Tenant's Proportionate Share shall be likewise
adjusted accordingly.
2. PREMISES AND TERM. Landlord, in consideration of the Rent hereinafter
reserved to be paid and of the covenants, conditions and agreements to be kept
and performed by Tenant, hereby leases, lets and demises to Tenant, and Tenant
hereby leases and hires from Landlord, that certain space called the Premises as
described above in Section 1(c).
(a) Tenant's obligation to perform this Lease shall be conditioned upon
Landlord obtaining possession of the Premises from the tenant under
the lease agreement to which the Premises is currently subject. If
Landlord, for any reason whatsoever, cannot deliver possession of
the Premises to Tenant on or before the Commencement Date described
above, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any loss or damage resulting therefrom, but,
in that event, there still shall be an abatement of Rent covering
the period between the Commencement Date and the time when Landlord
can deliver possession, the date when ▇▇▇▇▇▇▇▇ can deliver
possession being deemed to be the "Commencement Date". The ending
date of this Lease shall be extended for not less than an identical
period of time that transpired between the anticipated Commencement
Date and the actual Commencement Date, it being the parties intent
that this Lease have not less than a complete Term as described and
contemplated in Section 1(f) above. To this end, if the actual
Commencement Date is a day other than the first day of a particular
month, the Term of this Lease shall not expire until the last day of
the last month of the proposed Term as described in Section 1(f). If
the Commencement Date is other than the anticipated Commencement
Date, the parties representatives shall execute a letter amendment
2
to this Lease (which they are hereby authorized to do) whereby the
Commencement Date and expiration date of this Lease will be
specified. By occupying the Premises, Tenant shall be conclusively
deemed to have accepted the Premises as complying fully with
Landlord's covenants and obligations.
3. RENT.
(a) Rent for the Term of this Lease shall be in the following amounts:
YEAR 1: 6/1/99 through 12/31/99
Rate - $15.70 per rentable square foot
Total Base Rent for Period - $99,047.38
Months 1 through 7 - $14,149.63 per month
1/1/00 through 5/31/00
Rate - $16.00 per rentable square foot
Total Base Rent for Period - $72,100.00
Months 8 through 12 - $14,420.00 per month
YEAR 2: Rate - $16.50 per rentable square foot
Total Base Rent for Year 2 - $178,447.50
Months 13 through 24 - $14,870.63 per month
YEAR 3: Rate - $17.00 per rentable square foot
Total Base Rent for Year 3 - $183,855.00
Months 25 through 36 - $15,321.25 per month
YEAR 4: Rate - $17.75 per rentable square foot
Total Base Rent for Year 4 - $191,966.25
Months 37 through 48 - $15,997.19 per month
YEAR 5: Rate - $18.50 per rentable square foot
Total Base Rent for Year 5 - $200,007.50
Months 49 through 60 - $16,673.13 per month
(b) Tenant covenants and agrees to pay, without demand, deduction, or
offset, Rent, as described above, and Additional Rent, as described
below, plus all applicable sales tax, to Landlord, at its management
office at the address shown in Section 1(a), or at such other
address as Landlord shall designate in writing from time to time, on
or before the first (1st) day of the first (1st) full calendar month
of the Term hereof and on or before the first (1st) day of each and
every successive calendar month thereafter during the full Term of
this Lease, subject to the
3
adjustments as provided hereinafter along with any applicable tax,
at the then current rate. In the event the Commencement Date occurs
on a day other than the first (1st) day of a calendar month, the
first Rent payment shall be in the amount of the Rent for one (1)
full calendar month plus the prorated Rent for the calendar month in
which the Term of this Lease commences, such payment to be due on
the Commencement Date.
(c) Whenever under the terms of this Lease any sum of money is required
to be paid by Tenant in addition to the Rent herein reserved,
whether or not such sum is herein described as "Additional Rent" or
a provision is made for the collection of said sum as "Additional
Rent," said sum shall nevertheless, at Landlord's option, if not
paid when due, be deemed Additional Rent, and shall be collectible
as such with the first installment of Rent thereafter falling due
hereunder. In the event any installment or increment of Rent or
Additional Rent payable under this Lease shall not be paid within
three (3) business days after the date due, a "late charge" of five
percent (5%) of the amount overdue may be charged (as Additional
Rent) by Landlord for the purpose of defraying the expense incident
to handling such overdue payment and for the purpose of compensating
Landlord for its attendant loss of cash flow.
4. INTENTIONALLY LEFT BLANK.
5. OPERATING EXPENSE ADJUSTMENTS.
(a) The parties each acknowledge that the Rent specified in Section 3 of
this Lease does not provide for increases in Operating Expenses,
Real Estate Taxes, and Utility Costs which may hereafter affect the
Premises or the Building; accordingly, during the Term of this
Lease, and any renewals thereof, Tenant shall pay to Landlord, in
the form of Additional Rent (plus any applicable tax), its
Proportionate Share of increased expenses over the Operating Expense
Base.
(b) to implement and effect the foregoing obligation of Tenant to pay
its Proportionate Share of the expenses, taxes and costs referenced
in this Section 5, the parties agree that Tenant shall pay Landlord
on or before the first day of each calendar month one-twelfth (1/12)
of the amount of Tenant's estimated annualized liability for such
expenses, taxes and costs for the coming calendar year. Any amount
paid by Tenant which exceeds the correct amount due shall be
credited to the next succeeding payment due under this Section 5. If
Tenant has paid less than the correct amount due, Tenant shall pay
the balance within ten (10) days of receipt of notice from Landlord.
If the Term of this Lease shall begin or end other than on the first
day or last day of a calendar year, the foregoing expenses, taxes
and costs shall be billed and adjusted on the basis of such fraction
of a calendar
4
year. Tenant's obligation to pay the adjustments described in this
Section 5 shall survive the expiration of this Lease. Tenant shall
have thirty (30) days following the submission to it by Landlord of
each applicable adjustment calculation to object to each such
calculation. Should Tenant fail duly and timely to review such
calculation, which objection, to be effective, must be in writing
and must state the particulars of such objection, then, the parties
understand and agree, ▇▇▇▇▇▇▇▇'s calculation shall be conclusively
deemed to be correct.
(c) The term "Real Estate Taxes" shall mean the annual taxes and any
special assessments or other charges levied against the real
property of which the Premises are a part by any authority having
the direct power so to tax, including any city, county, state or
Federal government, or any school, agricultural, transportation or
environmental control agency, lighting, drainage, or other
improvement district thereof, and shall include the expense of
contesting the amount or validity of any such taxes, charges or
assessments. The term "Operating Expenses" shall include the annual
expenses of Landlord for the operation, maintenance and repair of
the Premises and Building which are reasonable or customary for the
operation of this type of Premises and Building and shall include,
but not be limited to, management salaries, consultants' fees,
maintenance and janitorial expense, administrative salaries, costs
and fees, insurance, security and landscaping. The term "Utility
Costs" shall include Landlord's annual expenses for the operation
and maintenance of the Building and the Premises with respect to
utility charges for furnishing heat, air-conditioning, electricity,
water, sewerage, gas, garbage removal, etc.
6. USE OF PREMISES. The Premises shall be used by Tenant as described above in
Section 1(d), and for no other purpose without the prior written discretionary
consent of Landlord. Tenant shall not do or permit to be done in or about the
Premises, nor bring or keep or permit to be brought or kept therein, anything
which is prohibited by or will in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may hereafter
be enacted or promulgated, or which is prohibited by any standard form of fire
insurance policy or will in any way increase the existing rate of or affect any
fire or other insurance upon the Building or any of its contents, or cause a
cancellation of any insurance policy covering the Building or any part thereof
or any of its contents. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the rights
of other tenants of the Building, or injure or annoy them or use or allow the
Premises to be used for any improper, immoral, unlawful or objectionable purpose
(as determined by Landlord); nor shall Tenant cause, maintain, or permit any
nuisance (as determined by Landlord or by law) in or about the Premises or
commit or suffer to be committed any waste in, on, or about the Premises.
Tenant, at Tenant's expense, shall comply with all laws, rules, orders,
statutes, ordinances, directions, regulations and requirements of all federal,
state, county and municipal authorities pertaining to Tenant's use of the
Premises and with the recorded
5
covenants, conditions and restrictions pertaining thereto, regardless of when
they become effective or applicable, including, without limitation, all
applicable federal, state and local laws, regulations or ordinances pertaining
to air and water quality, hazardous materials, waste disposal, air emissions and
other environmental matters, all zoning and other land use matters, and the
Americans with Disabilities Act of 1990 and Florida Americans With Disabilities
Accessibility Implementation Act, as both may be amended from time to time
(collectively "ADA") and with any direction of any public officer or officials
which shall impose any duty upon Landlord or Tenant with respect to the use or
occupation of the Premises.
7. ASSIGNMENT AND SUBLETTING.
(a) Tenant shall not assign the right of occupancy under this Lease, or
any other interest therein, or sublet the Premises, or any portion
thereof, without the prior written consent of Landlord, which
consent shall not unreasonably be withheld. If the proposed
sublessee or assignee is an existing tenant in the Building,
Landlord shall not be required to consent to the proposed sublease
or assignment if there is existing space in the Building not then
subject to a lease, and Landlord's withholding of consent on that
basis shall not be considered unreasonable. When ▇▇▇▇▇▇ requests
▇▇▇▇▇▇▇▇'s consent to such assignment or sublease, ▇▇▇▇▇▇ shall
notify Landlord in writing of the name and address of the proposed
assignee or subtenant and the nature and character of the business
of the proposed assignee or subtenant and shall provide financial
information including financial statements of the proposed assignee
and subtenant. Tenant shall also provide Landlord with a copy of the
proposed sublease or assignment agreement. Tenant absolutely shall
have no right of assignment or subletting if Tenant is or has ever
been in default of this Lease. Should Landlord elect to grant its
written consent to any proposed assignment or sublease (whether by
Tenant or by others claiming by or through Tenant), Tenant or such
others agree to pay Landlord an administrative fee for each
transaction in a reasonable amount (but not less than $250.00), plus
reasonable attorneys' and paralegals' fees to process and approve
such assignment or sublease, and Landlord may prescribe the
substance and form of such assignment or sublease.
(b) Notwithstanding any assignment of the Lease, or the subletting of
the Premises, or any portion thereof, Tenant shall continue to be
liable for the performance of the terms, conditions and covenants of
this Lease, including, but not limited to, the payment of Rent and
Additional Rent. Consent by Landlord to one or more assignments or
sublettings shall not operate as a waiver of Landlord's rights as to
any subsequent assignments' or sublettings. Landlord shall have the
additional option, which shall be exercised by providing Tenant with
written notice, of
6
terminating Tenant's rights and obligations under this Lease rather
than permitting any assignment or subletting by ▇▇▇▇▇▇.
(c) Should Landlord permit any assignment or subletting by Tenant and
should the monies received as a result of such assignment or
subletting (when compared to the monies still payable by Tenant to
Landlord) be greater than would have been received hereunder had not
Landlord permitted such assignment or subletting, then the excess
shall be payable by Tenant to Landlord, it being the parties'
intention that Landlord, and not Tenant, in consideration for
▇▇▇▇▇▇▇▇'s permitting such assignment or subletting, shall be the
party to receive any profit from any such assignment or subletting.
If there are one or more assignments or sublettings by Tenant to
which Landlord consents, then any and all renewal options to be
exercised subsequent to the date of such assignment or subletting
and any options to lease additional space in the Building to be
exercised subsequent to the date of such assignment or subletting
are absolutely waived and terminated at Landlord's sole discretion.
In the event of transfer and assignment by Landlord of its interest
in this Lease and/or sale of the Building containing the Premises,
either of which it may do at its sole option, Landlord shall thereby
be released from any further obligations hereunder, and ▇▇▇▇▇▇
agrees to look solely to such successor in interest of Landlord for
performance of such obligations. The provisions of Section 37
hereafter dealing with "Notices" shall be amended to provide the
correct names and addresses of the assignee or sublessee. If Tenant
is a corporation whose stock is not regularly traded on a bona fide
public exchange, and if any transfer, sale, pledge or other
disposition of the common stock shall occur which changes the power
to vote the majority of the outstanding capital stock of the
company, such action shall be considered an assignment under the
terms of this Lease. Any breach of this Section 7 by Tenant will
constitute a default under the terms of this Lease, per Section 20
hereof.
7
8. ACCESS TO PREMISES. Landlord or its authorized agent or agents shall have the
right to enter upon the Premises at all reasonable times for the purposes of
inspecting the same, preventing waste, making such repairs as Landlord may
consider and showing the Premises to prospective tenants, mortgagees and/or
purchasers. If during the last month of the Term, Tenant shall have removed all
or substantially all of Tenant's property therefrom, Landlord may immediately
enter and alter, renovate and redecorate the Premises without elimination or
abatement of Rent or incurring liability to Tenant for any compensation or
offsets in Rent and charges owed and such acts shall have no effect upon this
Lease.
9. LANDLORD'S SERVICES.
(a) Landlord shall, at its expense, furnish the Premises with (i)
electricity subject to Section 10 of this Lease (ii) heat and
air-conditioning during reasonable and usual business hours (defined
to be 8:00 a.m. until 6:00 p.m. Monday through Friday, and 8:00 a.m.
until 12:00 noon Saturday), except on Federal holidays, reasonably
required for the occupation of the Premises, such heat and air
conditioning to be provided by utilizing the existing systems in the
Building, it being expressly understood and agreed by the parties
that Landlord specifically shall not be liable for any losses or
damages of any nature whatsoever incurred by Tenant due to any
failure of the equipment to function properly, or while it is being
repaired, or due to any governmental laws, regulations or
restrictions pertaining to the furnishing or use of such heat and
air conditioning; (iii) elevator service; (iv) lighting replacement
for Building Standard lights; (v) toilet room supplies; (vi) daily
janitor service during the time and in the manner that such janitor
service is customarily furnished in first class office buildings in
the metropolitan area where the Building is located; (vii) water;
and (viii) sewerage. The foregoing services are designated "Building
Standard."
(b) ▇▇▇▇▇▇ agrees that Landlord is only responsible for Building
Standard maintenance and Building Standard services. If other, more
complete or special services and maintenance (over Building
Standard) are required, then Tenant solely shall be and is
responsible for same and for any expenses and costs of any nature
whatsoever associated with same. To this end, Tenant is and shall be
solely responsible for any expenses and costs of any nature
whatsoever associated with, among other things, maintaining upgraded
tenant improvements in the Premises, replacing non-Building Standard
lighting fixtures and bulbs in the Premises, servicing, operating
and maintaining any separate and non-Building Standard HVAC systems
and facilities serving the Premises, etc.
(c) Landlord shall not be liable for any damages directly or indirectly
resulting from, nor shall any Rent herein set forth be reduced or
abated by reason of (1)
8
installation, use, or interruption of use of any equipment in
connection with the furnishing of any of the foregoing services, or
(2) failure to furnish, or delay in furnishing, any such services
when such failure or delay is caused by accident or any condition
beyond the reasonable control of Landlord or by the making of
necessary repairs or improvements to the Premises or to the Building
or because of any governmental laws, regulations or restrictions.
The temporary failure to furnish any such services shall not be
construed as an eviction of Tenant or relieve Tenant from the duty
of observing and performing any and all of the provisions of this
Lease.
(d) Landlord shall provide Tenant HVAC services to the Premises outside
reasonable and normal building hours at the request of Tenant, and
shall pay Landlord, as Additional Rent, a fee in the amount of
$25.00 per hour or part thereof for the time such services are
provided.
10. ELECTRICAL OVERLOAD; STRUCTURAL OVERLOAD.
(a) Tenant's use of electrical services furnished by Landlord shall be
subject to the following:
(1) Tenant's electrical equipment shall be restricted to
that equipment which individually does not have a rated
capacity greater than .5 kilowatts per hour and/or
require voltage other than 120/208 volts, single phase.
Collectively, Tenant's equipment shall not have an
electrical design load greater than an average of 3
▇▇▇▇▇ per square foot (including overhead lighting).
(2) Tenant's overhead lighting shall not have a design load
greater than an average of 2 ▇▇▇▇▇ per square foot.
(3) If Tenant's consumption of electrical services exceeds
either the rated capacities and/or design loads as per
subsections (1) and (2) above, then Tenant shall remove
such equipment and/or lighting to achieve compliance
within ten (10) days after receiving notice from
Landlord. Or upon receiving Landlord's prior written
approval, such equipment and/or lighting may remain in
the Premises, subject to the following:
a. Tenant shall pay for all costs of installation and
maintenance of submeter, wiring, air conditioning
and other items
9
required by ▇▇▇▇▇▇▇▇, in ▇▇▇▇▇▇▇▇'s discretion, to
accommodate ▇▇▇▇▇▇'s excess design loads and
capacities.
b. Tenant shall pay to Landlord, upon demand, the
cost of the excess demand and consumption of
electrical service at rates determined by Landlord
which shall be in accordance with any applicable
laws.
c. Landlord may, at its option, upon not less than
thirty (30) days' prior written notice to Tenant,
discontinue the availability of such extraordinary
utility service. If Landlord gives any such
notice, Tenant will contract directly with the
public utility for the supplying of such utility
service to the Premises.
(b) Tenant shall not place a load upon any floor of the Premises
exceeding the floor load per square foot area which such floor was
designed to carry and which may be allowed by law. Landlord reserves
the right to prescribe the weight and position of all heavy
equipment and similar items and any reinforcement deemed by Landlord
to be required under the circumstances, such reinforcement to be at
Tenant's pre-paid expense.
11. PARKING AREAS. Landlord shall keep and maintain in good condition
any parking areas that may be provided. Landlord reserves the right to control
the method, manner and time of parking in parking spaces. During the Term of
this Lease, Landlord shall make available for Tenant's use eleven (11) assigned
parking spaces in the Garage adjacent to the Building. Tenant shall pay
Landlord, as Additional Rent, in advance on or before the first day of each
calendar month, the building standard monthly charge, as determined by Landlord
from time to time, for each parking space. Subject to availability, as
determined by Landlord in its sole discretion, Landlord may make additional
parking spaces in the Garage available for Tenant's use on a month-to-month
basis in addition to the eleven assigned spaces described above. Landlord may
terminate Tenant's use of any month-to-month parking space so provided at the
end of any calendar month by giving Tenant written notice of such termination no
later than the fifteenth day of that calendar month. Tenant shall pay Landlord,
as Additional Rent, in advance on or before the first day of each calendar month
for which any month-to-month parking space use is provided, the building
standard monthly charge, as determined by Landlord in its sole discretion, for
each parking space so provided for that calendar month. Tenant acknowledges that
use of assigned parking spaces can only be guaranteed during normal business
hours, and that the Garage is available for public parking outside normal
business hours.
10
12. LEASEHOLD IMPROVEMENTS.
(a) The Premises are rented "as is", without any additional services or
improvements to be rendered by Landlord other than those services
described in Section 9 and such other services or improvements as
are described in Exhibit "B" attached hereto and expressly made a
part hereof. If Landlord is to additionally alter, remodel, improve,
or do any physical act or thing to the Premises other than the work
described in Exhibit "C", same shall be at the sole expense of
Tenant and shall be effected only by an "Extra Work Agreement"
signed by the parties, the monies due Landlord from Tenant for which
shall be deemed "Additional Rent" hereunder. In the absence of an
"Extra Work Agreement" signed by the parties, Landlord is under no
obligation to make any such alteration, remodeling or improvement or
do any physical act or thing to the Premises.
(b) Any and all extraordinary expenses and costs of any nature
whatsoever attributable to the installation, maintenance and/or
removal of telephone equipment, computer equipment and the like
shall be borne solely by ▇▇▇▇▇▇ and may be deemed by Landlord to be
"Additional Rent" hereunder.
13. REPAIRS AND MAINTENANCE. Landlord will, at its own cost and expense, except
as may be provided elsewhere herein, make necessary repairs of damage to the
Building corridors, lobby, structural members of the Building, and equipment
used to provide the Building Standard services referred to in Section 9, unless
any such damage is caused by acts or omissions of Tenant, its agents, customers,
employees, principals, contractors, consultants, assigns, subtenants or
invitees, in which event Tenant will bear the cost of such repairs. Tenant will
not injure the Premises or the Building but will maintain the Premises in a
clean, attractive condition and in good repair, except as to damage to be
repaired by Landlord as provided above. Upon termination of this Lease, ▇▇▇▇▇▇
will surrender and deliver the Premises to Landlord in the same condition in
which they existed at the commencement of this Lease, excepting only ordinary
wear and tear and damage arising from any cause not required to be repaired by
Tenant. This Section 13 shall not apply in the case of damage or destruction by
fire or other casualty which is covered by insurance maintained by Landlord on
the Building (as to which Section 16 hereof shall apply) or damage resulting
from an Eminent Domain taking (as to which Section 18 hereof shall apply).
14. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations, additions or
improvements to the Premises without the prior written approval of Landlord,
unless in each instance and for each such alteration, addition or improvement
Landlord or a contractor approved by ▇▇▇▇▇▇▇▇ is hired to do such alterations,
additions or improvements. Such approval shall not be unreasonably withheld in
the case of alterations, additions or improvements to the interior of
11
the Premises if such alterations, additions, or improvements are normal for the
use described in Section 1(d) of this Lease, do not adversely affect the utility
of the Premises for future tenants, do not alter the exterior of the Building,
and are accompanied by prepayment or bond provisions or waivers by the
contractor in form satisfactory to Landlord sufficient to protect the Building
from claims of lien of any sort; otherwise, such approval may be withheld for
any reason whatsoever. Furthermore, such alterations, additions or improvements
absolutely shall not affect the plumbing, electrical and HVAC systems in the
Premises or the Building and shall not be of a structural nature. Tenant shall
conduct its work in such a manner as to maintain harmonious labor relations and
as not to interfere with the operation of the Building and shall, prior to the
commencement of the work, submit to Landlord copies of all necessary permits.
Landlord reserves the right to have final approval of the contractors hired by
▇▇▇▇▇▇. All such contractors hired by ▇▇▇▇▇▇ shall be, at levels and coverages
prescribed by Landlord, bonded and insured, and Landlord may require evidence of
same, which ▇▇▇▇▇▇ agrees to secure and provide Landlord prior to the
commencement of any work by such contractors. All alterations, additions or
improvements, whether temporary or permanent in character, made in or upon the
Premises, either by Landlord or Tenant, shall be Landlord's property and at the
end of the Term hereof shall remain in or upon the Premises without compensation
to Tenant. If, however, Landlord shall request in writing, Tenant will, prior to
expiration or earlier termination of this Lease, remove any and all alterations,
additions and improvements placed or installed by Tenant in the Premises, and
will repair any damage caused by such removal. All of Tenant's furniture,
movable trade fixtures and equipment not attached to the Building may be removed
by Tenant at the termination of this Lease, if Tenant so elects, and shall be so
removed, if required by Landlord, and, if not so removed, shall, at the option
of Landlord, become the property of Landlord. To the extent Tenant makes any
alterations, additions or improvements and/or to the extent Landlord on behalf
of Tenant under "Extra Work Agreement" makes such alterations, additions or
improvements, and as a result thereof it can be determined that such
alterations, additions or improvements caused an increase in real estate taxes
or insurance premiums, then Tenant shall be responsible for reimbursing Landlord
for such increases as Landlord may pay. Tenant shall keep the Premises and
Building free from any liens arising from any work performed in accordance with
this Lease. Any such alterations, additions or improvements conducted by Tenant
shall be in accordance with all federal, state and local laws, rules and
regulations, including, without limitation, the ADA.
15. INDEMNITY. Landlord shall not be liable for, and Tenant will indemnify and
save Landlord harmless of and from, all fines, suits, damages, claims, demands,
losses and actions (including reasonable attorneys' fees and paralegals' fees
(whether incurred in court, out of court, on appeal or in bankruptcy or
administrative proceedings) for any injury to person or damage to or loss of
property on or about the Premises and Building caused by the negligence or
misconduct or breach of this Lease by Tenant, its employees, agents, principals,
contractors, consultants, assigns, subtenants, invitees or by any other person
entering the Premises or the Building under express or implied invitation of
▇▇▇▇▇▇, or arising out of ▇▇▇▇▇▇'s use of the
12
Premises, unless such injury or damage was caused solely by ▇▇▇▇▇▇▇▇'s gross
negligence. Landlord shall not be liable or responsible for any loss or damage
to any property or the death or injury to any person occasioned by theft, fire,
act of God, public enemy, injunction, riot, strike, insurrection, war, court
order, requisition of a governmental body of authority, by other tenants of the
Building or by any other matter beyond the absolute control of Landlord, or for
any injury or damage or inconvenience which may arise through repair or
alteration of any part of the Building, or failure to make repairs, or from any
cause whatsoever except ▇▇▇▇▇▇▇▇'s negligence or intentional act. It is
specifically understood and agreed that there shall be no personal liability on
Landlord with respect to any of the covenants, conditions or provisions of this
Lease; in the event of a breach or default by Landlord of any of its obligations
under this Lease, Tenant shall look solely to the equity of Landlord in the
Building for the satisfaction of ▇▇▇▇▇▇'s remedies. Separate from and in
addition to any consideration for the execution of this Lease, ▇▇▇▇▇▇▇▇ has paid
to Tenant the sum of $50.00 as consideration for ▇▇▇▇▇▇'s indemnification under
this Lease.
16. DAMAGE BY FIRE OR THE ELEMENTS.
(a) In the event that the Building should be totally destroyed by fire,
tornado or other casualty, or in the event the Premises or Building
should be so damaged that rebuilding or repairs cannot be completed
within one hundred eighty (180) days after the date of such damage,
either Landlord or Tenant may, at its option, by written notice to
the other given not more than thirty (30) days after the date of
such fire or other casualty, terminate this Lease. In such event,
the Rent shall be abated during the unexpired portion of this Lease
effective with the date of such fire or other casualty.
(b) In the event the Building or the Premises should be damaged by fire,
tornado, or other casualty covered by Landlord's insurance but only
to such extent that rebuilding or repairs can be completed within
one hundred eighty (180) days after the date of such damage, or if
the damage should be more serious but neither Landlord nor Tenant
elects to terminate this Lease, then Landlord shall, within thirty
(30) days after the date of such damage or such election, commence
to rebuild or repair the Building and/or the Premises and shall
proceed with reasonable diligence to restore the Building and/or the
Premises to substantially the same condition in which it/they
was/were immediately prior to the happening of the casualty, except
that Landlord shall not be required to rebuild, repair or replace
any part of the furniture, equipment, fixtures and other
improvements which may have been placed by Tenant or other tenants
within the Building or Premises. Landlord shall, unless such damage
is the result of the negligence or willful misconduct of Tenant or
Tenant's employees, agents, principals, contractors, consultants,
assigns, subtenants or invitees, allow Tenant a fair diminution of
Rent during the time of such rebuilding or repairs. In the event any
13
mortgagee, or the holder of any deed of trust, security agreement or
mortgage on the Building, requires that the insurance proceeds be
used to retire the mortgage debt, Landlord shall have no obligation
to rebuild and this Lease shall terminate upon notice to Tenant. Any
insurance which may be carried by Landlord or Tenant against loss or
damage to the Building or to the Premises shall be for the sole
benefit of the party carrying such insurance and under its sole
control.
17. BUILDING RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the Rules and Regulations printed on or annexed to this Lease and all
reasonable modifications of and additions thereto from time to time put into
effect by Landlord. Landlord shall not be responsible to Tenant for the
nonperformance of any said Rules and Regulations by any other tenant or occupant
of the Building. Tenant shall and does hereby have an affirmative obligation (to
include indemnification of Landlord, per Section 15 hereof) to notify its
agents, employees, principals, assigns, subtenants and invitees of the contents
of such Rules and Regulations and of this Lease and to assure their compliance
therewith.
18. EMINENT DOMAIN. If the whole or a portion of the Building shall be taken for
any public or quasi-public use under any statute or by right of Eminent Domain
or private purchase in lieu thereof, then at Landlord's option, but not
otherwise, the term hereby demised and all rights of Tenant hereunder shall
immediately cease and terminate and the Rent shall be adjusted as of the date of
such termination. Tenant shall be entitled to no part of the award made for such
condemnation (or other taking) or the purchase price thereof. Nevertheless,
anything to the contrary notwithstanding, likewise at Landlord's option, but not
otherwise, if the Premises are unaffected by such condemnation (or other
taking), then this Lease and each and every one of its provisions shall continue
in full force and effect.
19. SIGNS AND ADVERTISING. Without the prior written approval of Landlord, which
may be withheld at Landlord's discretion, Tenant shall not permit the painting
or display of any signs, placard, lettering, or advertising material of any kind
on or near the exterior of the Premises or the Building. Notwithstanding the
foregoing, Tenant may, with Landlord's prior approval, display Tenant's name on
or near the entrance to the Premises, in a manner prescribed by Landlord.
20. TENANT'S DEFAULT.
(a) Landlord, at its election, may exercise any one or more of the
options referred to below upon the happening, or at any time after
the happening, of any one or more of the following events, to wit:
14
(1) ▇▇▇▇▇▇'s failure to pay the Rent, Additional Rent, or
any other sums payable hereunder for a period of three
(3) days after written notice by ▇▇▇▇▇▇▇▇;
(2) Tenant's failure to observe, keep or perform any of the
other terms, covenants, agreements or conditions of this
Lease or in the Building Rules and Regulations for a
period of ten (10) days after written notice by
▇▇▇▇▇▇▇▇;
(3) The bankruptcy of Tenant;
(4) Tenant making an assignment for the benefit for
creditors;
(5) A receiver or trustee being appointed for Tenant or a
substantial portion of Tenant's assets;
(6) Tenant's voluntary petitioning for relief under, or
otherwise seeking the benefit of, any bankruptcy,
reorganization, arrangement or insolvency law;
(7) ▇▇▇▇▇▇'s deserting, vacating or abandoning any
substantial portion of the Premises or attempting to
mortgage or pledge or otherwise encumber in any way its
interest hereunder;
(8) ▇▇▇▇▇▇'s interest under this Lease being sold under
execution or other legal process;
(9) ▇▇▇▇▇▇'s interest under this Lease being modified or
altered by an unauthorized assignment or subletting or
by operation of law;
(10) Any of the goods or chattels of Tenant used in, or
incident to, the operation of Tenant's business in the
Premises being seized, sequestered, or impounded by
virtue of, or under authority of, any legal proceeding.
(11) ▇▇▇▇▇▇'s failure to pay timely the Rent, Additional
Rent, or any other sums payable hereunder when due for
two (2) consecutive months or for a total of four (4)
months in any lease or calendar year, no notice
whatsoever to be due Tenant from Landlord;
15
(12) Tenant's failure to operate continuously during normal
business hours from the Premises in a fully staffed,
fully equipped manner and/or as contemplated by Section
1(d) of this Lease; or
(13) Tenant's failure to take occupancy of the Premises when
same is tendered by Landlord to Tenant, unless Rent has
been prepaid to cover the applicable period of
non-occupancy.
(b) In the event of any of the foregoing happenings, Landlord, at its
election, may exercise any one or more of the following options, the
exercise of any of which shall not be deemed to preclude the
exercise of any others herein listed or otherwise provided by
statute or general law at the same time or in subsequent times or
actions;
(1) Terminate ▇▇▇▇▇▇'s right to possession under the lease
and re-enter and retake possession of the Premises and
relet or attempt to relet the Premises on behalf of
Tenant at such rent and under such terms and conditions
as Landlord may deem best under the circumstances for
the purpose of reducing ▇▇▇▇▇▇'s liability. Landlord
shall not be deemed to have thereby accepted a surrender
of the Premises, and ▇▇▇▇▇▇ shall remain liable for all
Rent, Additional Rent, or other sums due under this
Lease and for all damages suffered by Landlord because
of Tenant's breach of any of the covenants of the Lease.
(2) Declare this Lease to be terminated, ended and null and
void, and re-enter upon and take possession of the
Premises whereupon all right, title and interest of
Tenant in the Premises shall end.
(3) Accelerate and declare the entire remaining unpaid Rent
and Additional Rent for the balance of this Lease to be
immediately due and payable forthwith, and may, at once,
take legal action to recover and collect the same.
(c) No re-entry or retaking possession of the Premises by Landlord shall
be construed as an election on its part to terminate this Lease,
unless a written notice of such intention be given to Tenant, nor
shall pursuit of any remedy herein provided constitute a forfeiture
or waiver of any Rent or other monies due to Landlord hereunder or
of any damages accruing to Landlord by reason of the violations of
any of the terms, provisions, and covenants herein contained.
▇▇▇▇▇▇▇▇'s acceptance of Rent or Additional Rent or other monies
following any event of default hereunder shall not be construed as
Landlord's waiver of such event of default. No forbearance by
Landlord of action upon any violation or breach of any of the terms,
provisions, and covenants herein contained shall be
16
deemed or construed to constitute a waiver of the terms, provisions,
and covenants herein contained. Forbearance by Landlord to enforce
one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of any other
violation or default. Legal actions to recover for loss or damage
that Landlord may suffer by reason of termination of this Lease or
the deficiency from any reletting as provided for above shall
include the expense of repossession or reletting and any repairs or
remodeling undertaken by Landlord following repossession.
(d) The parties hereto shall, and they hereby do, waive trial by jury in
any action, proceeding, or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising
out of, or in any way connected with, this Lease, the relationship
of landlord and tenant, ▇▇▇▇▇▇'s use or occupancy of the Premises
and/or Building, and/or claim or injury or damage. In the event
Landlord commences any proceeding to enforce this Lease or the
landlord/tenant relationship between the parties or for non-payment
of Rent (of any nature whatsoever) or additional monies due Landlord
from Tenant under this Lease, Tenant will not interpose any
counterclaim of whatever nature or description in any such
proceedings. In the event Tenant must, because of applicable court
rules, interpose any counterclaim or other claim against Landlord in
such proceedings, Landlord and Tenant covenant and agree that, in
addition to any other lawful remedy of Landlord, upon motion of
Landlord, such counterclaim or other claim asserted by Tenant shall
be severed out of the proceedings instituted by Landlord (and, if
necessary, transferred to a court of different jurisdiction), and
the proceedings instituted by Landlord may proceed to final judgment
separately and apart from and without consolidation with or
reference to the status of each counterclaim or any other claim
asserted by ▇▇▇▇▇▇.
(e) The parties hereto agree that any and all suits for any and every
breach of this Lease shall be instituted and maintained only in
those courts of competent jurisdiction in the county or municipality
in which the Building is located. In the event it shall become
necessary (as determined by Landlord) for Landlord at any time to
institute or defend any legal action or proceedings of any nature
for the enforcement of, or as regards, this Lease, or any of the
provisions hereof, or any of its statutory or common law rights as
concern Tenant, or to employ an attorney therefor, ▇▇▇▇▇▇ agrees to
pay all court costs and reasonable attorneys' and paralegal' fees
(whether incurred in court, out of court, on appeal or in bankruptcy
or administrative proceedings) incurred by ▇▇▇▇▇▇▇▇.
17
21. CONTRACTUAL LANDLORD'S LIEN.
(a) Landlord shall have, at all times, a valid security interest to
secure payment of all Rent, Additional Rent and other sums of money
becoming due hereunder from Tenant, and to secure payment of any
damages or loss which Landlord may suffer by reason of the breach by
Tenant of any covenant, agreement or condition contained herein,
upon all goods, wares, equipment, fixtures, furniture, improvements
and other personal property of Tenant presently or which may
hereinafter be situated in the Premises, and all proceeds therefrom,
and such property shall not be removed therefrom without the consent
of Landlord until all arrearages in Rent as well as any and all
other sums of money then due to Landlord hereunder shall first have
been paid and discharged and all of the covenants, agreements, and
conditions hereof have been fully complied with and performed by
▇▇▇▇▇▇. In consideration of this Lease, upon the occurrence of an
event of default by Tenant, Landlord may, in addition to any other
remedies provided herein, enter upon the Premises and take
possession of any and all goods, wares, equipment, fixtures,
furniture, improvements, and other personal property of Tenant
situated on or in the Premises, without liability for trespass or
conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant
reasonable notice of the time and place of any public sale or of the
time after which any private sale is to be made, at which sale
Landlord or its assigns may purchase unless otherwise prohibited by
law. Unless otherwise provided by law, and without intending to
exclude any other manner of giving Tenant reasonable notice, the
requirement of reasonable notice shall be met if such notice is
given in the manner prescribed in Section 37 dealing with "Notices"
in this Lease at least five (5) days before the time of sale. The
proceeds from any such disposition, less any and all expenses
connected with the taking of possession, holding and selling of the
property (including reasonable attorneys' and paralegals' fees
(whether incurred in court, out of court, on appeal or in bankruptcy
or administrative proceedings) and other expenses) shall, be applied
as a credit against the indebtedness secured by that security
interest granted in this Section 21. Any surplus shall be paid to
Tenant or as otherwise required by law, and Tenant shall pay any
deficiencies forthwith. Upon request by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees to
execute and deliver to Landlord a financing statement in form
sufficient to perfect the security interests of Landlord in the
aforementioned property and proceeds thereof under the provisions of
the Uniform Commercial Code in force in the State of Florida.
(b) So long as Tenant is not in default of this Lease, if Tenant
requests Landlord to subordinate the lien granted herein to the lien
of a lender providing financing to Tenant related to Tenant's
business at the Premises, Tenant shall provide such information as
Landlord may reasonably require concerning the financing and
18
lender to which ▇▇▇▇▇▇▇▇'s lien would become subordinate, and
Landlord shall not unreasonably withhold its consent to such
subordination.
22. SUBORDINATION; ESTOPPEL CERTIFICATES. In consideration of the execution of
this Lease by Landlord, ▇▇▇▇▇▇ accepts this Lease subject to any deeds of
conveyance and any deeds of trust, master leases, security interests or
mortgages and all renewals, modifications, extensions, consolidations and
replacements of the foregoing which might now or hereafter constitute a lien
upon the Building (or the land upon which it is situated) or improvements
therein or thereon or upon the Premises and to zoning ordinances and other
building and fire ordinances and governmental regulations relating to the use of
the property. Although no instruments or act on the part of Tenant shall be
necessary to effectuate such subordination, Tenant shall, nevertheless, for the
purpose of confirmation at any time hereafter, on demand in the form(s)
prescribed by Landlord, execute any instruments, estoppel certificates, release
or other documents that may be requested or required by any purchaser or any
holder of any superior interest for the purposes of subjecting and subordinating
this Lease to such deed or conveyance or to the lien of any such deed of trust,
master lease, security interest, mortgage, or superior interest. Tenant hereby
appoints Landlord attorney-in-fact, irrevocably, to execute and deliver any such
instrument or document for Tenant should Tenant fail or refuse to do so within
ten (10) days of Landlord's written request for such instrument or document. In
the event the Building is sold or subjected to foreclosure proceedings, Tenant
shall attorn to the purchaser and recognize same as Landlord under this Lease.
In the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the Premises, Tenant shall attorn to the purchaser at any such
foreclosure or to the grantee of a deed in lieu of foreclosure and recognize
such purchaser or grantee as Landlord under this Lease.
19
23. TRANSFER OF LANDLORD'S INTEREST. In the event of any transfer(s) of
Landlord's interest in the Premises or the Building, other than a transfer for
security purposes only, the transferor shall be automatically relieved of any
and all obligations and liabilities on the part of Landlord accruing from and
after the date of such transfer, and ▇▇▇▇▇▇ agrees to attorn to the transferee.
24. QUIET ENJOYMENT. Provided Tenant has fully, duly and timely performed all of
the terms, covenants, agreements and conditions of this Lease on its part to be
performed, including the payment of Rent and all other sums due hereunder,
Tenant shall peacefully and quietly hold and enjoy the Premises, except as
described in Section 22 above, against Landlord and all persons claiming by,
through or under Landlord, for the Term herein described, subject to the
provisions and conditions of this Lease.
25. INTENTIONALLY LEFT BLANK.
26. CONSTRUCTION LIENS.
(a) Tenant is prohibited from making, and agrees not to make,
alterations in the Premises, except as permitted by Section 14, and
Tenant will not permit any construction lien or liens to be placed
upon the Premises or the Building or improvements thereon during the
Term hereof caused by or resulting from any work performed,
materials furnished or obligation incurred by or at the request of
Tenant, and in the case of the filing of any such lien Tenant will
promptly pay same. If default in payment thereof shall continue for
ten (10) days after written notice thereof from Landlord to Tenant,
Landlord shall have the right and privilege, at Landlord's option,
of paying the same or any portion thereof without inquiry as to the
validity thereof, and any amounts so paid, including expenses,
interest, and reasonable attorneys' and paralegals' fees (whether
incurred in court, out of court, on appeal or in bankruptcy or
administrative proceedings), shall be so much additional
indebtedness hereunder due from Tenant to Landlord and shall be
repaid to Landlord immediately on rendition of a bill therefor,
together with interest per annum at the maximum rate permitted by
law until repaid, and if not so paid within ten (10) days of the
rendition of such bill shall constitute a default under Section 20
hereof.
(b) The interest of Landlord shall not be subject to liens for
improvements made by ▇▇▇▇▇▇ in and to the Premises. Tenant shall
notify every contractor making such improvements of the provision
set forth in the preceding sentence of this paragraph. The parties
agree, should Landlord so request, to execute, acknowledge and
deliver, without charge to the other, a Short Form Lease in
20
recordable form in accordance with Chapter 713, Florida Statutes,
containing a confirmation that the interest of Landlord shall not be
subject to liens for improvements made by Tenant to the Premises.
27. FORCE MAJEURE. Whenever a period of time is herein prescribed for action to
be taken by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation for any such period of time, any delays
due to strikes, riots, acts of God, shortages of labor or materials, theft,
fire, public enemy, injunction, insurrection, court order, requisition of other
governmental body or authority, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
control of Landlord.
28. SEVERABILITY. If any clause or provision of this Lease is illegal, invalid
or unenforceable under present or future laws effective during the Term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby.
29. HOLDING OVER. The failure of Tenant to surrender the Premises on the date
provided herein for the expiration of the Term of this Lease (or at the time the
Lease may be terminated otherwise by Landlord), and the subsequent holding over
by ▇▇▇▇▇▇, with or without the consent of Landlord, shall result in the creation
of a tenancy at will at double the Rent and Additional Rent payable at the time
of the date provided herein for the expiration of this Lease or at the time the
Lease may be terminated otherwise by Landlord. This provision does not give
Tenant any right to hold over at the expiration of the Term of this Lease, and
shall not be deemed, the parties agree, to be a renewal of the Lease Term,
either by operation of law or otherwise.
30. INTENTIONALLY LEFT BLANK.
31. RENT A SEPARATE COVENANT. Tenant shall not for any reason withhold or reduce
▇▇▇▇▇▇'s required payments of Rent and other charges provided in this Lease, it
being expressly understood and agreed by the parties that the payment of Rent
and Additional Rent is a contractual covenant by ▇▇▇▇▇▇ that is independent of
the other covenants of the parties hereunder.
32. JOINT AND SEVERAL LIABILITY. If two or more individuals, corporations,
partnerships, or other business associations (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other
21
business association to pay Rent and perform all other obligations hereunder
shall be deemed to be joint and several. In like manner, if Tenant, is a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be joint and several.
33. ABSENCE OF OPTION. The submission of this Lease for examination does not
constitute a reservation of or option for the Premises, and this Lease shall
become effective only upon execution and delivery thereof by Landlord.
34. CORPORATE TENANCY. If Tenant is a corporation, the undersigned officer of
Tenant hereby warrants and certifies to Landlord that Tenant is a corporation in
good standing and is authorized to do business in the State of Florida. The
undersigned officer of Tenant hereby further warrants and certifies to Landlord
that he or she, as such officer, is authorized and empowered to bind the
corporation to the terms of this Lease by his or her signature thereto.
Landlord, before it accepts and delivers this Lease, may require Tenant to
supply it with a certified copy of the corporate resolution authorizing the
execution of this Lease by ▇▇▇▇▇▇. If Tenant is a corporation (other than one
whose shares are regularly and publicly traded on a recognized stock exchange),
▇▇▇▇▇▇ represents that the ownership and power to vote its entire outstanding
capital stock belongs to and is vested in the officer or officers executing this
Lease or members of his, her or their immediate family. If there shall occur any
change in the ownership of and/or power to vote the majority of the outstanding
capital stock of Tenant, whether such change of ownership is by sale,
assignment, bequest, inheritance, operation of law or otherwise, without the
prior written consent of Landlord, then Landlord shall have the option to
terminate this Lease upon thirty (30) days' written notice to Tenant.
Furthermore, Tenant shall have an affirmative obligation to notify immediately
Landlord of any such change.
35. BROKERAGE COMMISSION. Tenant warrants that there are no claims for broker's
commissions or finder's fees in connection with its execution of this Lease,
except that which may be due to ▇▇▇▇▇ Realty Services, Inc., and Vector Realty &
Management, Inc. (which Landlord agrees to pay), and agrees to indemnify and
save Landlord harmless from any liability that may arise from any such claim,
including reasonable attorneys' and paralegals' fees (whether incurred in court,
out of court, on appeal or in bankruptcy or administrative proceedings).
36. LANDLORD'S DEFAULT. Landlord shall in no event be charged with default in
the performance of any of its obligations under this Lease unless and until
Landlord shall have failed to perform such obligations within thirty (30) days
(or within such additional time as is reasonably required to remedy any such
default) after written notice to Landlord by Tenant properly specifying and
detailing the particulars of wherein and whereby Tenant claims Landlord has
failed to perform such obligations. No default by Landlord under this Lease
shall give
22
Tenant the right to terminate this Lease or withhold or otherwise ▇▇▇▇▇ Rent,
Additional Rent or any sums payable by Landlord to Tenant under this Lease. If
the holder of the first mortgage covering the Premises shall have given prior
written notice to Tenant that it is the holder of such first mortgage and such
notice includes the address at which notices to such mortgagee are to be sent,
then Tenant shall give such mortgagee notice simultaneously with any notice
given to Landlord to correct any default of Landlord as hereinabove provided.
Such mortgagee shall have the right within thirty (30) days (or within such
additional time as is reasonably required to correct any such default) after
receipt of such notice to correct or remedy such default before Tenant may take
any action under this Lease by reason of such default. Any notice of default
given Landlord by Tenant shall be null and void unless simultaneous notice has
been given by ▇▇▇▇▇▇ to said first mortgagee.
37. NOTICES. Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered or given when (a) actually received or
(B) signed for or "refused" as indicated on the postal service return receipt.
Delivery may be by personal delivery or by United States mail, postage prepaid,
certified or registered mail, addressed to the parties hereto at the respective
addresses set out opposite their names below, or at such other address as they
may hereafter specify by written notice delivered in accordance herewith:
LANDLORD: CITY CENTER ASSOCIATES, LTD.
c/o ▇▇▇▇▇ Realty Services, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇▇▇ Properties, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
TENANT: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
23
38. INSURANCE.
(a) Tenant shall not conduct or permit to be conducted any
activity, or place any equipment, materials or other items in,
on or about the Premises or the Building, which will in any
way increase the rate of fire or liability or casualty
insurance on the Building. Should Tenant fail to comply with
the foregoing covenant on its part to be performed, Tenant
shall reimburse Landlord for such increased amount upon
written demand therefor from Landlord, the same to be
considered Additional Rent payable hereunder.
(b) Tenant shall, at Tenant's sole expense, obtain and keep in
force at all times during the Term of this Lease,
comprehensive general liability insurance, including property
damage on an occurrence basis, with limits of not less than
One Million Dollars ($1,000,000.00) combined single limit,
insuring Landlord and Tenant against any liability arising out
of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Fire legal
liability insurance in an amount of not less than $50,000.00
shall also be obtained and kept in force during the Term of
this Lease at Tenant's expense. The limit of said insurance
shall not, however, limit the liability of Tenant hereunder.
Tenant may carry said insurance under a blanket policy,
provided an endorsement naming Landlord as an additional
insured is attached thereto.
(c) To the extent that such coverage is available in normal
commercial insurance markets, Tenant shall maintain insurance
upon Tenant's trade fixtures, merchandise and personal
property in the Premises in an amount not less than one
hundred percent (100%) of their full replacement cost, which
insurance shall provide protection against perils included
within the standard Florida form of fire and extended coverage
insurance policy, together with insurance against sprinkler
damage, vandalism and malicious mischief. Tenant shall
maintain insurance against such other perils and in such
amounts as Landlord may in writing from time to time require.
(d) All insurance policies required to be obtained and maintained
under this Lease shall be with a company or companies licensed
to issue the relevant insurance, licensed to do business in
the State of Florida, and reasonably acceptable to Landlord.
Such insurance company or companies shall each have a
policyholder's rating of no less than "A" in the most recent
edition of Best Insurance Reports. No policy shall be
cancelable or subject to reduction of coverage except after
thirty (30) day's prior written notice to Landlord. Landlord
shall receive written evidence of insurance upon
24
request. All policies of insurance maintained by Tenant shall
be in a form and, shall have a substance, acceptable to
Landlord with satisfactory evidence that all premiums have
been paid. ▇▇▇▇▇▇ agrees not to violate knowingly or permit to
be violated any of the conditions or provisions of the
insurance policies required to be furnished hereunder, and
agrees to promptly notify Landlord of any fire or other
casualty. If Tenant fails to procure and maintain insurance as
required hereunder, Landlord may do so, and Tenant shall, on
written demand, as Additional Rent, reimburse Landlord for all
monies expended by Landlord to procure and maintain such
insurance.
(e) Tenant hereby waives and releases Landlord of and from any and
all liabilities, claims and losses for which Landlord is or
may be held liable to the extent Tenant receives insurance
proceeds on account thereof.
(f) Upon ▇▇▇▇▇▇▇▇'s written request for same, Tenant will provide
Landlord with written evidence of Tenant's compliance with its
obligations under this Section 38.
25
39. RECORDING. This Lease shall not be recorded without ▇▇▇▇▇▇▇▇'s prior written
consent.
40. STATUTORILY MANDATED NOTIFICATION. As required by F.S. 404.056(8), Landlord
notifies Tenant as follows: "RADON GAS: Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit."
41. NON-DISCLOSURE. ▇▇▇▇▇▇ agrees that it will not divulge or disclose to third
parties the terms, provisions and conditions of this Lease; provided, however,
that Tenant may disclose the Lease to its attorneys. accountants and other
similar professional consultants. Tenant's breach of this Section 41 shall
constitute a default under Section 20 of this Lease, no curative notice to
Tenant from Landlord being required.
42. HAZARDOUS MATERIALS.
(a) Tenant shall not cause or permit any Hazardous Material (as
hereinafter defined) to be brought upon, kept or used in or
about the Premises or the Building by Tenant, its agents,
principals, employees, assigns, sublessees, contractors,
consultants or invitees without the prior written consent of
Landlord, which consent may be withheld for any reason
whatsoever or for no reason at all. If Tenant breaches the
obligations stated in the preceding sentence, or if the
presence of Hazardous Material on the Premises or around the
Building caused or permitted by Tenant (or the aforesaid
others) results in (a) any contamination of the Premises, the
Building, the surrounding area(s), the soil or surface or
ground water or (b) loss or damage to person(s) or property,
or if contamination of the Premises or the Building or the
surrounding area(s) by Hazardous Material otherwise occurs for
which Tenant is legally, actually or factually liable or
responsible to Landlord (or any party claiming, by through or
under Landlord) for damages, losses, costs or expenses
resulting therefrom, then Tenant shall be solely responsible
for all costs, expenses and amounts required to remediate,
clean up and correct such matter and Tenant shall further
fully and completely indemnify, defend and hold harmless
Landlord (or any party claiming by, through or under Landlord)
from any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses [including, without limitation:
(i) diminution in the value of the Premises and/or the
Building and/or the land on which the Building is
26
located and/or any adjoining area(s) which Landlord owns or in
which it holds a property interest; (ii) damages for the loss
or restriction on use of rentable or usable space of any
amenity of the Premises, the Building or the land on which the
Building is located; (iii) damages arising from any adverse
impact on marketing of space; and (iv) any sums paid in
settlement of claims, reasonable attorneys and paralegals'
fees, (whether incurred in court, out of court, on appeal or
in bankruptcy or administrative proceedings) consultants fees
and expert fees] which arise during or after the Term of this
Lease, as may be extended, as a consequence of such
contamination. This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection
with any investigation or site conditions or any clean-up,
remedial, removal or restoration work required by any federal,
state or local governmental agency or political subdivision
because of Hazardous Material present in the soil or ground
water on or under the Premises or the Building.
(b) Without limiting the foregoing, if the presence of any
Hazardous Material on, under or about the Premises, the
Building or the surrounding area(s) caused or permitted by
Tenant (or the aforesaid others) results in (a) any
contamination of the Premises, the Building, the surrounding
area(s), the soil or surface or ground water or (b) loss or
damage to person(s) or property, then Tenant shall immediately
notify Landlord of any contamination, claim of contamination,
loss or damage and, after consultation and approval by
Landlord, take all actions at Tenant's sole expense as are
necessary or appropriate to return the Premises, the Building,
the surrounding area(s) and the soil or surface or ground
water to the condition existing prior to the introduction of
any such Hazardous Material thereto, such that the
contaminated areas are brought into full compliance with all
applicable statutory regulations and standards. The foregoing
obligations and responsibilities of Tenant shall survive the
expiration or earlier termination of this Lease.
(c) As used herein, the term "Hazardous Material" means any
hazardous or toxic substance, material or waste, including,
but not limited to, those substances, materials, and wastes
listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40
CFR Part 302) and amendments thereto, or such substances,
materials and wastes that are or become regulated under any
applicable local, state or federal law. "Hazardous Material"
includes any and all material or substances which are defined
as "hazardous waste", "extremely hazardous waste" or a
"hazardous substance" pursuant to local, state or federal
governmental law.
27
"Hazardous substance" includes, but is not restricted to,
asbestos, polychlorobiphenyls ("PCB's"), petroleum, any and
all material or substances which are classified as
"biohazardous" or "biological waste" (as such terms are
defined by Florida Administrative Code ("F.A.C.") Chapter
17-712, as amended from time to time), and extremely
"hazardous waste" or "hazardous substance" pursuant to
federal, state or local governmental law.
(d) Landlord and its agents shall have the right, but not the
duty, to inspect the Premises at any time to determine whether
Tenant is complying with the terms of this Lease. If Tenant is
not in compliance with this Lease, Landlord shall have the
right to immediately enter upon the Premises to remedy at
Tenant's expense any contamination caused by ▇▇▇▇▇▇'s failure
to comply, notwithstanding any other provision of this Lease.
Landlord shall use its best efforts to minimize interference
with ▇▇▇▇▇▇'s business, but shall not be liable for any
interference caused thereby.
(e) Any non-compliance by Tenant with its duties, responsibilities
and obligations under this Section 42 shall be an "automatic"
(no notice of any nature from Landlord to Tenant being
required) default of this Lease (see Section 20).
43. RENT TAX. Tenant shall pay and be liable for all rental, occupancy, sales
and use taxes or other similar taxes, if any, levied or imposed by any city,
state, county or other governmental body having authority, in connection with
this Lease and/or any payments due by Tenant to Landlord pursuant to this Lease,
such payments to be in addition to all other payments required to be paid to
Landlord by Tenant under the terms of this Lease. Any such payment shall be paid
concurrently with the payment of the Rent, Additional Rent, operating expenses
or other charge upon which the tax is based as set forth above.
44. EXHIBITS; AMENDMENTS. All Exhibits attached to this Lease are hereby
incorporated into this Lease by this reference as if fully written herein. This
Lease, including the attached Exhibits, contains the entire agreement between
the parties hereto and may not be altered, changed or amended, except by written
instrument signed by both parties hereto. No provision of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing signed
by Landlord and addressed to Tenant, nor shall any custom or practice which may
grow up between the parties in the administration of the provisions hereof be
construed to waive or lessen the right of Landlord to insist upon the
performance by ▇▇▇▇▇▇ in strict accordance with the terms hereof. The terms,
provisions, covenants, and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon
28
their respective successors in interest and legal representative, except as
otherwise herein expressly provided.
45. FINANCIAL STATEMENTS. Within thirty (30) days after ▇▇▇▇▇▇▇▇'s request,
Tenant and/or Guarantor(s) shall deliver to Landlord the current financial
statements of Tenant and/or Guarantor(s), as applicable, and financial
statements of the two (2) years prior to the current financial statements year,
prepared by a certified public accountant, including a balance sheet and profit
and loss statement for the most recent prior year, all prepared in accordance
with generally accepted accounting principles consistently applied.
46. LETTER OF CREDIT. As further guaranty for ▇▇▇▇▇▇'s performance of this
Lease, Tenant shall, simultaneously with the execution of this Lease, deliver to
Landlord an irrevocable standby letter of credit (the "LOC"), in form
satisfactory to Landlord, issued by a financial institution acceptable to
Landlord, meeting the following requirements:
(a) Amount of LOC. The total face value of the LOC at the
execution of this Lease shall be $150,000.00. Provided Tenant
shall at all times have timely paid all Rent, Additional Rent
and other charges due under the Lease and Tenant shall not
have otherwise defaulted under the terms of this Lease, on
each anniversary of the Commencement Date starting with the
anniversary one year after the Commencement Date, the total
face value of the LOC may be reduced by $30,000.00; i.e., on
the first anniversary of the Commencement Date, the total face
value of the LOC may be reduced to $120,000.00; on the
anniversary two years after the Commencement Date, the total
face value of the LOC may be reduced to $90,000.00; on the
third anniversary of the Commencement Date, the total face
value of the LOC may be reduced to $60,000.00; and on the
fourth anniversary of the Commencement Date, the total face
value of the LOC may be reduced to $30,000.00. If Tenant shall
have failed to timely pay Rent, Additional Rent or other
charges due under the Lease or Tenant shall have otherwise
defaulted under the Lease, then no reduction of the LOC shall
be permitted thereafter, and Tenant shall be obligated to keep
the LOC in that current face value in place for the balance of
the Term of this Lease.
(b) Terms of LOC. Any LOC to be provided hereunder shall comply
with the following:
(1) The LOC shall be payable to Landlord;
29
(2) The LOC shall be issued by a banking institution
acceptable to Landlord and shall be irrevocable after
issue;
(3) The LOC shall be in a principal amount no less than the
total face amount described in paragraph a above;
(4) Landlord's access to the funds of the LOC shall be
conditioned only upon Tenant's default under the Lease
(not cured within applicable time limits, if any), and
access shall be available upon written notice by
Landlord to the issuer of the LOC of an uncured default
under the Lease by ▇▇▇▇▇▇;
(5) If the LOC shall have a term which expires prior to the
expiration of this Lease, then Tenant shall have the
continuing obligation to renew the LOC, and to provide
Landlord evidence acceptable to Landlord of such
renewal, at least sixty (60) days prior to the LOC's
expiration date and any renewal expiration dates
thereafter, it being the intention of Tenant and
Landlord that the LOC shall be in full force for the
entire Term of this Lease, unless the obligation to
provide a LOC is released pursuant to the terms of this
Section 46.
(6) Upon renewal of the LOC from time to time, the principal
amount thereof may be reduced to an amount no less than
the amount as permitted in paragraph (a) above.
(7) At any time after an LOC has been delivered, Tenant may
substitute a new LOC for the existing LOC, so long as
the new LOC complies with the requirements of this
Section 46.
(8) The failure of Tenant to timely renew the LOC or to
timely provide Landlord evidence thereof shall
constitute a default under the Lease pursuant to Section
20(a)(2) of this Lease.
47. RIGHT OF REFUSAL.
(a) So long as Tenant shall not be in default under the terms of
this Lease, and subject to the other terms and conditions of
this Section, Tenant shall have a one-time Right of Refusal to
preempt a lease to a third person of all or any portion of the
remaining space on the eleventh floor of the south tower of
the Building (the "Remaining Space"). Such Right of Refusal
shall be
30
subject to any and all rights currently existing in favor of
any other tenant as of the effective date of this Lease.
(b) If Landlord receives a bona fide offer to lease all or a
portion of the Remaining Space from any prospective tenant,
Landlord shall deliver a notice to include all material terms
and conditions of such offer to Tenant, and Tenant shall have
ten (10) business days to exercise its Right of Refusal to
such space. Tenant shall exercise its Right of Refusal by
timely giving Landlord notice that Tenant shall lease such
space under the same terms and provisions as those included in
the offer from the third party, including Rent, Term and
tenant improvement allowance, if any, and the parties shall
enter into a modification of this Lease to incorporate the new
space into this Lease within thirty (30) days after giving
Landlord its notice exercising Tenant's Right of Refusal, the
effective date of the occupancy of such new space to be
mutually agreed by the parties.
(c) In the event Tenant shall decline its Right of Refusal, or it
shall not timely exercise its Right of Refusal, or it shall
have timely exercised its Right of Refusal, but shall not
timely enter into a modification of this Lease as required by
Paragraph (b) above, then the Right of Refusal shall terminate
as to the portion of the Remaining Space included in the offer
from the third party, so long as Landlord shall enter into a
lease agreement for that portion of the Remaining Space in
accordance with the offer from such third party.
48. EXTENSION OPTION.
(a) Provided that Tenant reasonably complies with the terms and
conditions contained in this Section 48, Tenant may extend the
term of this Lease for one (1) additional five (5) year period
beyond the end of the Lease by written notice of its election
to do so, given to Landlord not later than ninety (90) days
prior to the expiration of the Term. The extended term of the
Lease shall be on all the terms and conditions of the Lease
applicable at the expiration of the Term of the Lease, except
for the amount of Rent, which Tenant covenants and agrees to
pay as follows:
(1) the rental rate for the five (5) year renewal term shall
be equal to the fair market value for rental of similar
space in similar buildings located in the downtown St.
Petersburg area as of the first day of the renewal Term.
31
(b) Tenant shall have no further right to extend the terms of the
Lease except as provided for herein. Tenant shall not have any
rights to extend the term of the Lease under this Section 48
if (i) Tenant has failed to perform its obligations under the
Lease or has otherwise defaulted under the initial term of
this Lease or any renewal thereof, and which has not been
cured within the applicable curative period provided herein,
or (ii) the event of default exists on the expiration date of
the initial Term or any renewal term thereof, or on the date
which Tenant gives notice of its intent to exercise its
renewal option, and which default has not been cured within
the applicable curative period provided herein; it being the
parties' agreement that items (i) and (ii) in this Paragraph
(b) are express conditions precedent to Tenant's right to any
extension option contained in this Section 47.
(c) The net fair market value for rental of similar space in the
marketplace contemplated by subparagraph (a) above shall be
determined by mutual agreement of the parties. The phrase net
fair market value as used in this Lease shall mean the annual
amount per rentable square foot that landlords have accepted
in current transactions between non-affiliated parties from
renewal, non-sublease, non-expansion, and non-equity tenants
for comparable space in comparable buildings in the downtown
St. Petersburg area, for a comparable period of time. In any
determination of net fair market value, appropriate
consideration shall be given to the annual rental rates per
rentable square foot, the standard of measurement by which the
rentable square footage is measured, the ratio of rentable
square feet to usable square feet, dollar amount expense stop,
length of lease term, size and location of premises being
leased, similar signage rights granted under this Lease, and
other generally applicable conditions of tenancy for such
comparable transactions but ignoring and not giving any
consideration to the presence or absence of the brokerage
commission. The intent is that ▇▇▇▇▇▇ will obtain the same
rent and other economic benefits that landlords would
otherwise have given tenants in comparable transactions and
that Landlord will make, and receive, the same economic
payments and concessions that landlords would otherwise make
to tenants in comparable transactions. The value so determined
shall be in writing and signed by the parties more than six
(6) months prior to the commencement of an option or renewal
term. If the parties cannot agree on such value prior to such
six (6) month period, then Landlord shall, at its sole cost,
engage a qualified real estate appraiser of Landlord's choice
with a MAI designation who shall, no later than five (5)
months prior to the expiration of the Term, determine the
value of the fair market rental of the Premises.
32
The parties agree that the value so determined by such
appraiser shall be the value for the purposes of the extension
of this Lease.
The parties acknowledge that they have read this Lease (to include its
Exhibits and attachments) in its entirety, that they are familiar with all of
the terms, covenants, provisions and conditions set forth therein and that there
are no other representations, undertakings, warranties or agreements concerning
this Lease which do not appear in writing therein. The parties further
acknowledge that the terms and provisions contained within this Lease have been
fully, freely and fairly negotiated by and between them and shall not be
construed against either party as the drafter of this Lease.
IN WITNESS WHEREOF, the undersigned authorities have hereunto executed
this Lease, effective on the day and year first above written.
Signed, sealed and delivered
in the presence of:
TENANT:
AFFINITY INTERNATIONAL TRAVEL
SYSTEMS, INC., a Nevada Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: ▇.▇. ▇▇▇▇▇▇▇▇
-------------------------------------- --------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Print Name: ▇.▇. ▇▇▇▇▇▇▇▇
--------------------------- --------------------------
Its: C.E.O.
---------------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------
LANDLORD:
CITY CENTER ASSOCIATES, LTD., a
Florida Limited Partnership
By Its General Partner:
▇▇▇▇▇ CITY CENTER CORP., a
Delaware Corporation
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------- --------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- Its Executive Vice President
/s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇
-------------------------
33
EXHIBIT "A"
TO LEASE AGREEMENT
BETWEEN
CITY CENTER ASSOCIATES, LTD. ("LANDLORD")
AND
AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. ("TENANT")
DATED May 27, 1999
49. FLOOR PLAN
EXHIBIT "B"
TO LEASE AGREEMENT
BETWEEN
CITY CENTER ASSOCIATES, LTD. ("LANDLORD")
AND
AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. ("TENANT")
DATED May 27, 1999
LEASEHOLD IMPROVEMENTS
Landlord shall provide Tenant an allowance in the amount of
$108,150.00 ($10.00 per rentable square foot in the Premises) (the "Tenant
Allowance"). Landlord shall make all renovations, alterations and improvements
to the Premises in accordance with tenant renovation plan attached to this
Exhibit "B" (the "Initial Improvements"). Landlord shall be solely responsible
for providing all services, materials, labor, permits, architectural and
engineering services, construction drawings and mechanical/electrical drawings,
construction management and construction management fees, and all other items to
make the Initial Improvements, and shall bear all cost associated with such
renovation, alteration and improvement not to exceed the Tenant Allowance. Any
and all costs or renovation, alteration and improvement of the Premises in
excess of the Tenant Allowance shall be paid by Tenant prior to commencement of
construction and immediately upon presentation of an invoice therefor by
Landlord, and in all events prior to the commencement of construction. Any
portion of the Tenant Allowance not expended for construction of the Initial
Improvements shall be paid to Tenant upon completion of such construction, and
the cost of all further renovations, alterations or improvements to the Premises
thereafter shall be the sole obligation of Tenant, and shall be performed in
accordance with the further requirements of the Lease.
EXHIBIT "C"
TO LEASE AGREEMENT
BETWEEN
CITY CENTER ASSOCIATES, LTD. ("LANDLORD")
AND
AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. ("TENANT")
DATED May 27, 1999
BUILDING RULES AND REGULATIONS
The following Building Rules and Regulations have been adopted by Landlord
for the care, protection and benefit of the Premises and the Building and for
the general comfort and welfare of all tenants.
1. The sidewalks, entrances, passages, halls, elevators and stairways
shall not be obstructed by Tenant or used by Tenant for any purpose other than
for ingress and egress to and from the Building and Tenant's Premises.
2. Restroom facilities, water fountains, and other water apparatus shall
not be used for any purpose other than those for which they were constructed.
3. Landlord reserves the right to designate the time when freight,
furniture, goods, merchandise and other articles may be brought into, moved or
taken from Tenant's Premises or the Building.
4. Tenant shall not put additional locks or latches upon any door without
the prior written discretionary consent of Landlord. Any and all locks so added
on any door shall remain for the benefit of Landlord, and the keys to such locks
shall be delivered to Landlord by and from Tenant.
5. Landlord shall not be liable for injuries, damage, theft, or other
loss, to persons or property that may occur upon, or near any parking areas that
may be provided by Landlord. Tenant, its agents, employees, and invitees are to
use same at their own risk, Landlord to provide no security with respect
thereto. The driveways, entrances, and exits upon, into and from such parking
areas shall not be obstructed by Tenant, Tenant's employees, agents, guests, or
invitees. Tenant, its employees, agents, guests and/or invitees shall not park
in space(s) that are identified as reserved for others.
6. Tenant shall not install in the Premises any heavy equipment or
fixtures or permit any concentration of excessive weight in any portion thereof
without first having obtained Landlord's written consent.
7. Landlord reserves the right at all times to exclude newsboys,
loiterers, vendors, solicitors, and peddlers from the Building and to require
registration or satisfactory identification or credentials from all persons
seeking access to any part of the Building outside ordinary business hours.
Landlord will exercise its best judgment in the execution of such control but
will not be liable for the granting or refusal of such access.
8. Landlord reserves the right at all times to exclude the general public
from the Building upon such days and at such hours as in ▇▇▇▇▇▇▇▇'s sole
judgment will in the best interest of the Building and its tenants.
9. No wires of any kind or type (including but not limited to T.V. and
radio antennas) shall be attached to the outside of the Building and no wires
shall be run or installed in any part of the Building without Landlord's prior
written consent.
10. If the Premises are furnished with carpeting, Tenant shall provide a
plexiglass or comparable carpet protection mat for each desk chair customarily
used by Tenant. For default or carelessness in these respects, Tenant shall pay
Landlord the cost of repairing or replacing said carpet, in whole or in part, as
Additional Rent when, in Landlord's sole judgment, shall repair or replacement
is necessary.
11. Landlord shall furnish a reasonable number of door keys to Tenant's
Premises and/or the Building which shall be surrendered on termination or
expiration of the Lease. Landlord reserves the right to require a deposit for
such keys to insure their return at the termination or expiration of the Lease.
Tenant shall get keys only from Landlord and shall not obtain duplicate keys
from an outside source. Further, Tenant shall not alter the locks or effect any
substitution of such locks as are presently being used in Tenant's Premises or
the Building.
12. Tenant shall keep all doors to Premises closed at all times except for
ingress and egress to the Premises.
13. All installations in the Common Telephone/Electrical Equipment Rooms
shall be limited to terminal boards and connections. All other electrical
equipment must be installed within Tenant's Premises.
14. It is expressly understood and agreed that any items of any nature
whatsoever placed in Common Areas (i.e., hallways, restrooms, elevators, parking
garage, storage areas and equipment rooms) are placed at Tenant's sole risk and
Landlord assumes no responsibility whatsoever for any loss or damage as regards
same.
37
