EXHIBIT 10.6
LEASE AMENDMENT
This Amendment made and entered into this 1st day of April, 1996 by and between
Park Central Corp., hereinafter known as "Lessor," and University of Sarasota,
INC., hereinafter known as "Lessee."
W I T N E S S E T H:
WHEREAS, Lessor and Lessee herein have heretofore entered into a Lease
Agreement, hereinafter known as the "Agreement," dated the 21st day of July,
1995 for the Premises located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇.
AND WHEREAS, paragraph 25 of said Agreement provides Lessee, under certain
conditions, a one time First Right of Refusal on all contiguous space subject to
the rights of existing tenants.
Lessor and Lessee hereby agree that Lessee has been offered said First
Right of Refusal on the space located at ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇, as outlined in Exhibit A attached hereto, and Lessee hereby forever
waives said right to Suite 310 pursuant to paragraph 25 in the Agreement.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands the
day and year set forth below.
LESSOR: PARK CENTRAL CORP.
This 1/st/ day of April, 1996 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Attorney-in-Fact
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Witness
Date: 4-1-96
------------------------------------
/s/ ▇▇▇▇▇ Ascego
-------------------------------
Witness
LESSEE: UNIVERSITY OF SARASOTA, INC.
This 26th day of March, 1996 By: /s/
--------------------------------------
/s/ Date: 3/26/96
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Witness
1
Title: 9:50 a.m.
-----------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Witness
2
Exhibit A
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇ 336
(▇▇▇) ▇▇▇-▇▇▇▇
3
LEASE AMENDMENT
This Amendment made and entered into this 1st day of April 1996, by and between
Park Central Corp., hereinafter known as "Lessor," and University of Sarasota,
INC., hereinafter known as "Lessee."
W I T N E S S E T H:
WHEREAS, Lessor and Lessee herein have heretofore entered into a Lease
Agreement, hereinafter known as the "Agreement," dated the 21st day of July,
1995 for the Premises located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇.
AND WHEREAS, paragraph 25 of said Agreement provides Lessee, under certain
conditions, a one time First Right of Refusal on all contiguous space subject to
the rights of existing tenants.
Lessor and Lessee hereby agree that Lessee has been offered said First
Right of Refusal on the space located at ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇, as outlined in Exhibit A attached hereto, and Lessee hereby forever
waives said right to Suite 310 pursuant to paragraph 25 in the Agreement.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands the
day and year set forth below.
LESSOR: PARK CENTRAL CORP.
This 1/st/ day of April, 1996 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Attorney-in-Fact
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Witness
Date: 4-1-96
----------------------------------------
/s/ ▇▇▇▇▇ Ascego
-------------------------------
Witness
LESSEE: UNIVERSITY OF SARASOTA, INC.
This 26th day of March, 1996 By: /s/
------------------------------------------
/s/ Date: 3/26/96
------------------------------- ----------------------------------------
Witness Title: 9:50 a.m.
---------------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Witness
4
Exhibit A
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇ 336
(▇▇▇) ▇▇▇-▇▇▇▇
5
SECOND LEASE AMENDMENT
THIS AGREEMENT made and entered into this ___ day of __________, 1997 by
and, between PARK CENTRAL CORP. hereinafter known as Lessor, and UNIVERSITY OF
SARASOTA, INC., hereinafter known a Lessee.
W I T N E S S E T H:
WHEREAS, Lessor and Lessee herein have heretofore entered into an Office
Lease Agreement ("Lease") dated July 21, 1995 for the Premises commonly known as
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ consisting of approximately 9,107
rentable square feet.
AND WHEREAS, Lessor and Lessee did subsequently amend said Lease via a
Lease Amendment dated April 1, 1996.
AND WHEREAS, the Lessee is desirous of expanding the Premises by
approximately 1,213 rentable square feet as indicated on Exhibit A ("Expansion
Space"), attached, and extending the term of said Lease for a further period
amending said Lease as hereinafter set forth:
1. The Expansion Space shall be made available for Lessee's Possession,
upon Lessee's receipt and acceptance of a fully executed original copy of this
Second Lease Amendment.
2. The Effective Date shall be defined to be the earlier of August 1,
1997 or the date Tenant Improvements (as defined in paragraph 6 below) are
substantially complete.
3. The Lease Term is hereby extended for a period of fourteen (14) months
ending December 31, 2002, upon the same terms and conditions of the Lease and at
a monthly rental* as follows:
Effective Date to May 31, 1998 $122,601.60 P.A. ($10,216.80 per month)
June 1, 1998 - May 31, 1999 $129,000.00 P.A. ($10,656.25 per month)
June 1, 19 - June 30, 2000 $134,160.00 P.A.. ($11,180.00 per month)
July 1, 2000 - October 31, 2001 $136,740.00 P.A. ($11,395.00 per month)
November 1, 2001 - October 31, 2002 $141,900.00 P.A.. ($11,825.00 per month)
November 1, 2002 - December 31, 2002 $147,060.00 P.A. ($12,255.00 per month)
*plus all applicable taxes
4. Lessee agrees to take Possession of the Expansion Space on an "as-is"
basis, with all Tenant Improvement work, as outlined in paragraph 5 below, to be
completed in a timely manner thereafter.
5. Lessor, at its sole cost and expense, agrees to complete the following
Tenant Improvements to the Expansion Space, at a cost not to exceed $7,278.00.
To the extent that the work
6
outlined below amounts to a Total which is less than $7,278.00, Lessor agrees to
provide Lessee an amount equal to the difference between the Total and $7,273.00
upon receipt of an invoice for additional construction work to the Premises,
performed with written approval of Lessor, at Lessee's expense.
Lessor will complete the following Tenant Improvements:
a. Provide access, via a cased opening with door, to the Expansion
Space from Suite 300;
b. Provide a paint grade drywall surface throughout the Expansion
Space;
c. Paint Expansion Space with building grade paint, Lessee to select
color;
d. Re-carpet the Expansion Space with carpet of like kind to that in
Suite 300, Lessee to select color, provide new vinyl base cove
throughout the Expansion Space.
6. It is agreed that, except as hereby expressly extended and amended,
all of the terms, covenants and conditions of said Lease are hereby ratified,
approved and confirmed, and which provisions are hereby incorporated by
reference as thoughtfully set forth herein.
7. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and/or
assigns.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands the
day and year set forth below.
LESSOR: PARK CENTRAL CORP.
This 24th day of June, 1997 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Attorney-in-Fact
/s/
-----------------------------
Witness
Date: 6/24/97
----------------------------------------
/s/
-----------------------------
Witness
LESSEE: UNIVERSITY OF SARASOTA, INC.
This 18th day of June, 1997 By: /s/
------------------------------------------
/s/ Title: CEO
----------------------------- ---------------------------------------
Witness
Date: 6/18/97
----------------------------------------
/s/
-----------------------------
Witness
7
PARK CENTRAL OFFICE LEASE AGREEMENT
THIS LEASE AGREEMENT, hereinafter referred to as "Lease", made and entered
into this 21/st/ day of July, 1995 and between PARK CENTRAL CORP. or its
Assigns, hereinafter referred to as "Lessor", and UNIVERSITY OF SARASOTA INC.,
hereinafter referred to as "Lessee";
W I T N E S S E T H:
1. PREMISES: Lessor, in consideration of the covenants to be
performed by Lessee, and upon the terms and conditions hereinafter stated, does
hereby rent and lease to Lessee, and Lessee does hereby rent and lease from
Lessor the following described area, hereinafter referred to as "Premises",
located within the property known as Park Central Corp., hereinafter referred to
as the "Building" more particularly described in Exhibit "B":
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Floor: 3/rd/
Suite Number: ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Feet: 9,107
2. TERM: To have and to occupy the Premises for a sixty five (65)
month term (or until sooner terminated as hereinafter provided) (the "Lease
Term"), beginning on September 1, 1995 or the "Commencement Date (as hereinafter
defined), whichever date shall last occur, except that if the Commencement Date
is other than the first day of a calendar month, the term hereof shall be
extended for the remainder of that calendar month. In the event Lessor is
unable to provide premises on or before September 1, 1995, Lessor will provide
Lessee temporary space to Lessee until the premises are available such temporary
space may be on multiple floors and occupancy of such space will serve as the
Commencement Date. The Base Annual Rent for such temporary space will be $5.00
per rentable square foot and shall be due in accordance with Paragraph 5
contained herein. Lessor and Lessee agree and understand that Lessor requires
approximately eight (8) weeks to deliver the Premises after Lessor and Lessee
fully execute this lease.
3. COMMENCEMENT DATE: The Commencement Date shall be earlier of (i)
the date upon which the Building, other improvements on the Property and the
leased premises have been substantially completed in accordance with the plans
and specifications of Lessor (other than any work which cannot be completed on
such data provided such in completion will not substantially interfere with
Lessee use of the leased premises), or (ii) the date on which Lessee takes
possession of a portion of or all of the leased premises; provided, however,
that if Lessor shall be delayed in such substantial completion as a result of:
(1) Lessee's failure to agree to plans, specifications, or cost estimates before
the date referred to in the separate Office Lease Improvement Agreement attached
hereto as Exhibit "D" and made a part hereof; (2) Lessee's request for
materials, finishes or installations other than Lessor's standard; (3) Lessee's
changes in plans; or (4) the performance or
8
completion by a party employed by Lessee, the Commencement Date and the payment
of rent hereunder shall be accelerated by the number of days of such delay.
If substantial completion of the leased premises or possession thereof
by Lessee is delayed because any Lessee or other occupant thereof hold over, and
Lessor is delayed, using good faith efforts in Lessor's discretion, in acquiring
possession of the leased premises, Lessor shall not be deemed in default, nor in
any way liable to Lessee because of such delay, and Lessee agrees to accept
possession of the leased premises at such time as Lessor is able to tender the
same, which date shall thenceforth be deemed the Commencement Date
notwithstanding any other provision hereof to the contrary.
The taking of possession by Lessee, and completion of any construction
punch list items, shall be deemed conclusively to establish that the Building,
other improvements, and the Premises have been completed in accordance with the
plans and specifications and are in good and satisfactory condition as of when
possession was so taken.
4. NOTICES: Any notices required to be given hereunder shall be in
writing and shall be mailed to the parties by registered or certified mail,
return receipt requested, at the following address;
Lessor: Lessee:
PARK CENTRAL CORP. UNIVERSITY OF SARASOTA
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇. ▇▇▇▇▇▇
cc:
President
American Schools of Professional Psychology
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. RENTAL: Lessee agrees to pay to Lessor at its offices set forth
above, or at such other place as Lessor may designate from time to time in
writing, a "Base Annual Rent" of (see Exhibit "C") dollars for each calendar
year of the Lease term, payable in equal installments of (see Exhibit "C")
dollars per month. One such monthly installment shall be due and payable on the
date hereof, and a like monthly installment shall be due and payable without
demand in advance on or before the first of each calendar month succeeding the
Commencement Date during the term of this Lease. If the Commencement Date shall
be a day other than the first day of a calendar month, rental for the portion of
that month shall be prorated, and paid on or before the date on which Lessee
takes possession of the Premises. Rental shall be deemed paid only when
received by Lessor at its offices as above set forth.
9
In the event Lessee cannot demonstrate that it is a sales tax exempt
business, the Lessor will receive monthly from Lessee the equivalent of 6.5% of
the monthly rental rate which is paid to the State of Florida by the Lessor.
This 6.5% rate is accountable by the Lessor to the State of Florida under the
Florida Sales Tax Statute. The Lessor receives no monetary benefit from the
collection and disbursement of this charge. Therefore, to satisfy this
obligation, Lessee shall forward to Lessor 6.5% of the base rental rate, as set
forth under the term and conditions of this Lease Agreement or any subsequent
Lease Renewal Option, in addition to the base rental rate agreed to by the
parties. Should such tax rate change under the Florida Sales Tax Statute the
Lessee will pay accordingly.
In the event Lessee fails to pay before the tenth (10/th/ business day
of the month in which the payment is due any installment of rent or other
payment due hereunder as and when such installment is due to help defray
additional cost to Lessor for processing such late payments. Lessee shall pay to
Lessor on demand a late charge in an amount equal to ten percent (10%) of such
installment; and the failure to pay such amount within ten (10) days after
demand therefore shall be an event of default hereunder. The provision for such
late charge shall be in addition to all of Lessor's other right and remedies
hereunder or at law and shall not be construed as liquidated damages or as
limiting Lessors remedies in any manner.
6. ADDITIONAL RENTAL: Commencing on the first day of January
following the execution of this lease, and each January 1st thereafter, the Base
Annual Rent provided hereinabove in Paragraph five, shall be adjusted in
accordance with the provisions of the addendum attached hereto as Exhibit "A"
and by reference made a part hereof, and the additional sums thereby payable
shall constitute "Additional Rental" payable to Lessee to Lessor according to
the provisions of Exhibit "A". Lessee has the option to review Lessor's
accounting of said Additional Rental.
7. USE OF PREMISES:
(a) The Premises shall be used for general office and educational
purposes, and shall not be used for any retail business inviting the
general public, nor for any illegal purposes, nor in violation of any
regulation of any governmental body having jurisdiction thereof, nor
in any manner to create a nuisance to other tenants, nor trespass;
however, Lessee may sell educational material to its students. The
foregoing shall limit Lessee's rights to sell at retail, consumer type
goods to its own employees. Lessee shall not sell at retail, consumer
type goods to its own employees. Lessee agrees to obtain at Lessee's
expense any and all licenses and permits necessary for its use and
occupancy of the Premises. Lessee agrees not to receive, store or
otherwise handle any product, material or merchandise which is
explosive or highly inflammable, nor in any manner to vitiate the
insurance on the Premises. In no event shall any activity be carried
out on the Premises which shall emit smoke, noxious odors, dust, or
loud noises, unless the Premises are properly designed and approved by
Lessor in writing to provide adequate protection for same. Lessee
agrees that at the expiration of the term hereof Lessee will return
the keys and deliver possession of the Premises to Lessor in the same
condition as on the commencement of the term
10
hereof, reasonable wear and tear excepted. Lessee will enforce a
business-like and professional dress code for all students, faculty,
staff and personnel while on the Premises.
(b) Provided Lessee is not in default under this Lease at the
expiration of the Lease term, Lessee shall have the right to remove
any of Lessee's fixtures, machines, or equipment from the Premises,
provided, however, that Lessee agrees to repair and restore any damage
caused to the Premises by the installation, removal and/or use of said
fixtures, machines or equipment. Lessor may at any time upon
reasonable notice inspect the Premises during normal business hours to
determine compliance with the terms and provisions of this lease, or
to show the Premises to prospective purchasers or mortgagees of the
Premises, or to prospective lessees during the last six (6) months of
the terms of this Lease or any renewals thereof.
(c) Lessee will be responsible for the cost and expense of allocating
security cards to all students, faculty, staff and personnel; the
estimated cost is expected to be $5.00 (Five dollars) per card.
(d) If in the sole opinion of the Lessor it become necessary, due to
Lessee's actions, to employ a security guard at the building during
the evening hours, the cost and expense of the security guard will be
the Lessee's obligation. Lessee will have a five (5) day period to
cure the need for Lessor to hire a security guard.
8. ALTERATIONS: Any alterations, additions or improvements in or to
the Premises shall not be made without the prior written consent of Lessor,
which consent shall not be unreasonably withheld. Upon the expiration of this
Lease, Lessee may, if Lessor so elects in writing, remove any or all additions
or improvements erected by Lessee and Lessee shall restore Premises to their
original condition. Any such removal shall be accomplished in a good and
workmanlike manner. Lessee shall keep the Premises free of liens and
encumbrances due to Lessee's alterations, additions, improvements, or the
removal thereof. Unless Lessor elects in writing to the contrary, all
alterations, additions or improvements made in or upon the Premises by the
Lessee, shall become the sole property of Lessor, and shall remain in or upon
the Premises at the expiration of the Lease term.
9. REPAIRS: Lessor agrees, at it sole expense, to maintain the
roof, structural and mechanical parts, the exterior walls of the Building which
includes the Premises in a similar condition to like buildings in the area.
After possession has been delivered to the Lessee, Lessor shall not be required
to make any improvements or repairs of the Premises except for normal
maintenance and repairs necessary for the safety and tenant ability of the
Premises and grounds maintenance. Lessee shall notify Lessor in writing of any
defective condition which Lessor is required to repair, after which Lessor shall
have a reasonable time to repair said defective condition. Should Lessee fail
to provide Lessor with such written notice, Lessor shall be relieved of all
liability for any injury or damage resulting from said defective condition.
Lessor shall have the right to enter
11
the Premises at reasonable times to examine the defective condition and to made
such repairs as required herein which Lessor deems necessary, for the safety of,
comfortable habitation in or preservation of the Premises using reasonable
diligence not to disturb the normal business operations of Lessee. Lessor shall
not be required to make any repairs caused by acts of Lessee. Lessee shall keep
the Premises in good order and shall promptly make all repairs required to be
made by Lessee at its expense. Lessor will repair the exterior glass in the
event of a windstorm.
10. DAMAGE OR DESTRUCTION:
(a) If the Premises or the Building are totally destroyed or so
substantially damaged as to be untenantable by fire, lightning,
earthquake, windstorm, or other casualty, to the degree whereby Lessor
determines that it cannot be repaired to substantially the same
condition as before such damage or destruction within a reasonable
time, this Lease may be terminated by either party upon thirty (30)
days written notice and rent shall be accounted for between Lessor and
Lessee as of the casualty date.
(b) If the Premises, or any part thereof, are damaged but not rendered
untenantable by any above mentioned casualty, Lessor shall repair the
Premises within a reasonable time after receipt of written notice
thereof to the extent and availability of insurance proceeds;
provided, however, that Lessor shall not be required to rebuild,
repair or replace any part of the alterations, additions,
improvements, equipments or machinery which may have been placed on
the Premises by Lessee. Until such repairs are made, the rent shall be
reduced in proportion to the area of the Premises which cannot be used
or occupied the Lessee as a result of such casualty, In no event shall
rent ▇▇▇▇▇ nor shall any termination occur if damage to or destruction
of the Premises is the result of negligence of Lessee, or its
representatives, agents, employees or invitees.
(c) Any insurance which may be carried by Lessor or Lessee against
loss or damage to the Building and/or the Premises, or contents within
the Premises, shall be for the sole benefit of the party carrying such
insurance.
(d) Lessee shall not make any use of the Premises which would make
void or voidable any policy of fire or extended coverage insurance
insuring the Premises, and if by reason of any use by Lessee of the
Premises the premiums on the insurance policies maintained by Lessor
shall be increased over normal rates for this type of building, the
amount of the increase in the premium shall be paid by Lessee to
Lessor upon receipt of a statement from Lessor and verification of the
increased premium.
11. EMINENT DOMAIN: If all or substantially all of the Premises is
taken by any legally constituted authority for public or quasi-public use
eminent domain then in either of said events, this Lease shall terminate at
Lessor's option on the date that actual possession thereof is taken by public
authorities, and rental shall be accounted for between Lessor and Lessee as of
that date. If the portion of the Premises remaining after such condemnation
proceedings shall be suitable for
12
Lessee's use, the rent payable by Lessee after the taking shall be reduced by
the same percentage as the rentable area of the space taken bears to the total
rentable area originally in the Premises. It is agreed that Lessee shall not
have any right or claim to any part of any award or compensation make to or
received by Lessor for such taking. Nothing herein shall be construed to
preclude Lessee from prosecuting any claim directly against the condemning
authority for loss of business, damage to, and cost of removal of property
belonging to Lessee; provided, however, that no such claim shall diminish or
adversely affect Lessor's award.
12. INSURANCE AND LIABILITY:
(a) Lessee does hereby agree to indemnify and save Lessor harmless
from and against liability for injury to any person or persons, or
damage to property, in any way arising out of, or connected with the
use or occupancy of the Premises, or in any way arising out of the
activities of Lessee, its agents employees, licensees, or invitees on
the Premises, and/or the Building and from all costs, expenses and
liabilities, including but not limited to, reasonable attorney's fees
incurred by Lessor in connection therewith.
(b) Unless Lessor has been declared by a court of competent
jurisdiction to have been in gross negligence, Lessor shall not be
liable to Lessee for injury to any person or persons or for damage to
any property of Lessee, or any person claiming through Lessee, arising
out of any accident or occurrence in the Building or within the
Premises for injury or damage caused by any defective condition, or
failure of equipment, pipes, or wiring, or caused by broken glass,
stoppage of drains, or caused by gas, water, stream, or oil leaking,
escaping, or flowing into the Premises, or caused by fire or smoke or
by the acts or omissions of other tenants located in or about the
Premises.
(c) During the term of this Lease, Lessee shall keep in effect with
insurance companies satisfactory to Lessor, legally authorized to
transact business in the State of Florida, public liability insurance,
including persona injury coverage, for the benefit of Lessor and
Lessee, with limits for personal injury or death or not less than
$300,000, and with limits for property damage of not less than
$100,000 for each occurrence. A certificate of insurance shall be
furnished to Lessor and shall provide that all Lessor's losses
resulting from Lessee's negligence, to the limit of the policy will be
reimbursed by any insurance proceeds, and all liability claims against
Lessor resulting from Lessee's business will be defended by Lessee or
his insurance carrier at no cost to Lessor. Lessee agrees that it will
not cancel any of the above-mentioned policies, or allow any policy to
lapse without delivering to Lessor a certificate indicating equal or
greater coverage written by an insurance company acceptable to Lessor.
Lessee, prior to occupancy of the Premises, shall cause to be
delivered to Lessor such certificates of insurance as above set forth
to be held by Lessor.
13
13. WAIVER OF SUBROGATION: In the event either Lessor or Lessee
sustains a loss by reason of fire or other casualty which is or could have been
covered by a fire and extended coverage or insurance policy, and such fire or
other casualty is caused in whole or in part by acts or omissions of the other
party, its agents, employees, licensees, or invitees, then the party incurring
such loss agrees to look solely to its fire and extended coverage insurance
proceeds (if any), and such party shall have no right of action against the
other party to this Lease, its agents, employees, licensees, or invitees of such
other party, and no third party shall have any right way of assignment,
subrogation or otherwise. If the inclusion in this Lease of this "Waiver of
Subrogation" results in an increase in the fire insurance premiums of either
party, then the other party, within ten (10) days after written request, will
either pay the amount of such increase or be deemed to have waived the benefits
of this provision.
14. SUBORDINATION:
(a) This Lease and all the rights of Lessee hereunder are and shall be
subject and subordinate to the lien of any mortgage, deed to secure
debt, deed of trust or other security instrument which may now or
hereafter affect Lessor's or its successor's interest in the fee title
or leasehold estate to the Premises. In confirmation of such
subordination, Lessee shall upon request execute, acknowledge and
deliver to Lessor, without expense to Lessor, all instruments that may
be requested by Lessor to evidence the subordination of this Lease and
all rights hereunder to the lien of any such mortgage, deed to secure
debt, deed of trust or other security instrument.
(b) If the holder of any mortgage, deed to secure debt, deed or trust,
or other security instrument, or any other purchaser at a sale,
whether such sale shall be pursuant to the exercise of any power of
sale contained in any security instrument, or through judicial
proceedings, or otherwise, shall hereafter succeed to the rights of
Lessor under this Lease, at the option of such purchaser, purchaser
may deliver a new lease containing the same terms and conditions as
this Lease except that the Commencement Date of such new lease shall
be the date of execution of such new lease by all parties. In the
event any such purchaser does not request execution of a new lease,
then and in that event Lessee shall attorn to and recognize such
successor as Lessee's lessor under this Lease, and shall promptly
execute and deliver any instrument that may be necessary to evidence
such adornment. Upon adornment provided herein, this Lease shall
continue in full force and effect as a direct lease between such
successor lessor and Lessee, subject to all of the terms, covenants,
and conditions of this Lease, and Lessee's terms and conditions shall
not be changed, modified, or amended due to subordination or adamant.
15. SUBLETTING OR ASSIGNMENT: Lessee may not, without the prior
written consent of Lessor, assign this Lease or any interest hereunder, or
sublet the Premises, which consent shall not be unreasonably withheld.
Notwithstanding any permitted assignment or subletting, Lessee shall at all
times remain fully responsible and liable for the payment of the rent and other
herein specified
14
charges, and for compliance with all of Lessee's obligations under the terms and
conditions of this Lease.
16. SUBSTITUTED SPACE: Notwithstanding any other provisions of this
Lease to the contrary, Lessor, at its option and at any time during the term of
this Lease, may require that Lessee move to another location within the Building
upon giving Lessee ninety (90) days written notice of such relocation, which
notice shall be accompanied by a space plan that Lessor will offer to jointly
develop with Lessee showing the relocated premises. This substituted space
shall contain not less than the number of square feet contained in the Premises
under this Lease, the substituted space will be substantially similar to the
premises, and Lessee may continue to occupy and lease such substituted space for
the rentals and under the same terms and conditions as herein provided.
Lessor shall reimburse Lessee for the cost of relocation to said
substituted space and will also reimburse Lessee for the value, as of the date
of written notice, for Lessee's printed materials by reason of this relocation.
17. SECURITY DEPOSIT: Lessee has, simultaneously with the execution
of this Lease, deposited with Lessor the sum of EIGHT THOUSAND ONE HUNDRED
EIGHTY-FOUR DOLLARS AND NO/100S ($ 8,184.00 ) as a security for the performance
of Lessee's obligations hereunder. Said sum shall be returned to Lessee at the
expiration of the lease term here, provided Lessee has fully performed all of
its obligations hereunder. Lessor retains the right to apply all or any part of
said deposit to cure any default of Lessee hereunder.
18. HOLDING OVER: If Lessee remains in possession of the Premises at
the expiration of the term of this Lease, without a written extension or a
renewal lease agreement between the parties, Lessee shall be deemed to be a
tenant at will from month to month. Rental during the holdover period shall be
at a rental rate equal of 200% of the effective rental rate at the end of the
term hereof, and there shall be no renewal of this Lease by operation of law.
19. DEFAULTS AND REMEDIES:
(a) The following events shall be deemed to be events of default by
Lessee under this Lease: (i) Lessee shall fail to pay any installment
of Base Annual Rent, Additional Rental or any other charge or
assessment against Lessee pursuant to the terms hereof within ten (10)
days after the due date thereof; (ii) Lessee shall fail to comply with
any term, provision, covenant or warranty made under this Lease by
Lessee, other than the payment of Base Annual Rent or additional
rental or any other charge or assessment payable by Lessee, and shall
not cure such failure within fifteen (15) days after notice thereof to
Lessee; (iii) Lessee or any guarantor of this Lease shall become
insolvent, or shall make a transfer in fraud of creditors or shall
make an assignment for the benefit of creditors; (iv) Lessee or any
guarantor of this Lease shall file a petition under any Section or
Chapter of the National Bankruptcy Act, as amended, or under any
similar law or statute of the United States or any State thereof, or
there
15
shall be filed against the Lessee or any guarantor of the Lease a
petition in bankruptcy or insolvency or a similar proceeding, or
Lessee or any guarantor shall be judged bankrupt or insolvent in
proceedings filed against Lessee or any guarantor hereunder; (v) a
receiver or trustee shall be appointed for the Premises or for all or
substantially all of the assets of Lessee or of any guarantor of this
Lease; (vi) Lessee shall abandon or vacate all or any portion of the
Premises or fail to take possession thereof as provided in this Lease;
or (vii) Lessee shall not do or permit to be done anything which
creates a lien upon the Premises.
(b) Upon the occurrence of any of the aforesaid events of default,
Lessor shall have the option to pursue any one or more of the
following remedies in accordance with the laws of the state of Florida
without any notice or demand whatsoever: (i) terminate this Lease, in
which event Lessee shall immediately surrender the Premises to Lessor
and, If Lessee fails to do so, Lessor may, without prejudice to any
other remedy which it may have for possession or arrearages in rent,
enter upon and take possession of the Premises and expel or remove
Lessee and any other person who may be occupying said Premises or any
part thereof, by force if necessary, without being liable for
prosecution or any claim of damages therefor, Lessee hereby agreeing
to pay to Lessor on demand the amount of all loss and damage which
Lessor may suffer by reason of such termination, whether through
inability to relet the Premises on satisfactory terms or otherwise;
(ii) enter upon and take possession of the Premises and expel or
remove Lessee and any other person who may be occupying said Premises
or any part thereof, by force, if necessary, without being liable for
prosecution of any claim for damages thereof and, if Lessor so elects,
relet the Premises on such terms as Lessor may deem advisable and
receive the rent therefor, Lessee hereby agreeing to pay to Lessor on
Demand any deficiency that may arise by reason of such reletting,
(iii) enter upon the Premises, by force if necessary, without being
liable for prosecution or any claim of damages therefor, and do
whatever Lessee is obligated to do under the terms of this Lease and
Lessee agrees to reimburse Lessor on demand for any expenses, which
Lessor may incur in thus effecting compliance with Lessee's
obligations under this Lease, and Lessee further agrees that Lessor
shall not be liable for any damages resulting to Lessee for such
action, whether caused by negligence of Lessor or otherwise; or (iv)
declare immediately due and payable all Base Annual Rental, additional
rental and other charges and assessments against Lessee due or to
become due under the Lease. In the event of litigation between Lessor
and Lessee, arising from any reason whatsoever, the legal fees of the
prevailing party shall be paid by the non-prevailing party. Each party
shall bear its own legal fees in the event of a settlement.
(c) Pursuit of Lessor or any of the foregoing remedies shall not
preclude pursuit if any other remedy herein provided or any other
remedy provided by law or at equity, nor shall pursuit by Lessor Of
any remedy herein provided constitute: (i) election of remedies
thereby excluding the later election of an alternate remedy or (ii)
forfeiture
16
or waiver of any Base Annual Rent, additional rental or other charges
and assessments payable by Lessee and due to Lessor hereunder or of
any damages accruing to Lessor by reason of the violation of any of
the terms, covenants, warranties and provisions herein contained. No
action taken by or on behalf of Lessor shall be construed to be an
acceptance or a surrender of this Lease. Forbearance by Lessor 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
such default. In determining the amount of loss or damage which Lessor
may suffer by reason of termination of this Lease or the deficiency
arising by reason of any relenting of the Premises by Lessor as above
provided, allowance shall be made for expense of repossession and any
repairs or remodeling undertaken by Lessor following repossession and
there shall be added to the minimum Base Annual Rent herein provided,
for the period from the time of any event of default until the end of
the Lease term, a sum equal to the highest Base Annual Rent required
to be paid hereunder by Lessee during any preceding lease year
multiplied by the number of lease years remaining in the lease term.
Lessee agrees to pay Lessor all costs and expenses incurred by Lessor
in the enforcement of this Lease, including, without limitation, the
reasonable fees of Lessor's attorneys where such attorneys are
employed by Lessor's to effect collection of any sums due hereunder or
to enforce any right or remedy of Lessor.
(d) Lessee hereby appoints as its agent to receive service of all
dispossessory or distress proceedings and notices hereunder, the
person in charge of the Premises at that time. If no person is then in
charge of the Premises, then such service or notice may be made by
attaching same to the entrance of the Premises, provided that copy of
such service, proceedings, or notices, shall be mailed to Lessee at
the address of the home office as indicated herein.
20. LESSOR SERVICES: Lessor hereby agrees that it will, during normal
business hours, furnish heating and air conditioning sufficient to reasonably
heat or cool the Premises, automatic elevator service (where applicable), and
will cause the Premises to be cleaned daily, after normal business operation
hours, Monday through Friday, and the exterior grounds area cared for
periodically by its service personnel. In a similar condition to like buildings
in the area. Lessor will furnish water and electric power for reasonable use on
the Premises for normal office equipment. Electric power will be furnished for
normal business machines only. Lessor shall not be liable for damages arising
for the failure to furnish any of the above services or utilities, and cessation
caused by strike, accident, or reasonable necessity, beyond the control of
Lessor, shall not be considered a default by Lessor. For the purposes of this
lease agreement, normal business operation hours shall be from 8:00 AM to 6:00
PM Monday through Friday inclusive; and Saturday from 8:00 AM to 12:00 Noon.
Lessee will be responsible for all maintenance and electrical charges on the
supplemental heat, ventilation and air conditioning units serving Lessee space.
17
21. MISCELLANEOUS PROVISIONS:
(a) Lessee agrees that all personal property brought into the
Premises shall be at the risk of the Lessee only and that the Lessor
shall not be liable for theft thereof or any damage thereto occasioned
from any acts of co-tenants, or other occupants of said building or
any other person.
(b) If the Lessee fails to remove all goods, wares, equipment,
fixtures, furniture, inventory, records, files or other personal
property situated on the Premises at the termination of this Lease,
Lessor may, at its option, remove all or part of said property in any
manner that Lessor shall choose and store or dispose of same without
liability for loss thereof. Lessee shall be liable to Lessor for all
expenses incurred in such removal and/or storage of said property.
(c) Upon termination of this Lease wherein Lessee shall be liable in
any amount to Lessor, in addition to the statutory lien for rent in
Lessor's favor, Lessor shall have and Lessee hereby grants to Lessor a
continuing security interest in all rentals and any other sums
becoming due hereunder from Lessee upon all property described in
subparagraph 21 (b) above, Such property shall not be removed from the
Premises without the prior written consent of Lessor until all
arrearages in rent, as well as any and all other sums of money then
due to Lessor hereunder, shall first have been paid and discharged.
(d) Upon Lessor's or any mortgagee's request, Lessee agrees to
furnish to Lessor its most current available annual report or
financial statement. Lessor will disclose to Lessee, prior to Lessee
making available the annual report or financial statement, the name of
the company reviewing said financial information. Lessee shall not be
required to furnish more than one such statement in any calendar year.
Upon request, Lessee, within fifteen (15) days from date of request by
Lessor, agrees to execute, acknowledge, and deliver at no cost to
Lessor an estoppel certificate evidencing the following:
(1) That this Lease is in full force and effect;
(2) That this Lease has not been amended in any way (and if so,
stipulate the amendments)
(3) That to the best knowledge of Lessee, there are not any
existing defaults by the Lessor (or if there are defaults, the
nature of such defaults);
(4) The date to which rent has been paid; and that there has not
been any prepaid rental other than the security deposit set forth
herein;
Each estoppel certificate delivered pursuant to this paragraph may be
relied on by certified public accountants, mortgagees, fee owners, prospective
purchasers, or transferees of Lessor's interest hereunder.
18
(e) The words "terminate" or "termination" as used herein shall refer
to the end of this Lease whether due to the expiration of the term
hereof or the earlier ending of this Lease in accordance with the
terms and provisions hereof.
(f) All rights, powers and privileges conferred upon the parties
hereto shall be cumulative but not restricted of those given by law.
(g) The captions used in this Lease are for convenience only and do
not in any way limit or amplify the terms and provisions hereof.
(h) One or more waiver of any covenant, term, or condition of this
Lease by either party shall not be construed as waiver of subsequent
breach of the same covenant, term, or condition. The consent or
approval by either party to or of any act by the other party requiring
such consent or approval shall not be deemed to waive or render
unnecessary consent to or approval of any subsequent similar act.
(i) The rules and regulations attached to this Lease and any
amendments and additions hereto as may be reasonably made by Lessor
from time to time shall be and are hereby made a part of this Lease.
Lessee, its employees and agents agree to perform and abide by said
rules and regulations, and any amendments or additions to said rules
and regulations.
(j) This Lease contains the entire agreement of the parties and no
representation or agreements, oral or otherwise, between the parties
not embodied herein shall be of any force or effect.
(k) Time is of the essence of this agreement.
(l) This agreement shall create the relationship of Landlord and
Tenant between Lessor and Lessee: no estate shall pass out of Lessor:
Lessee has only an usufruct, not subject to levy and sale.
(m) The term "Lessor" as used in this lease refers solely to the
owner of the Premises so that in the event of any sale or sales or
foreclosure thereof, Lessor, who is grantor in any such sale of
foreclosure shall be and is hereby entirely relieved of all of the
obligations of Lessor hereunder. Any such sale of the Premises or any
interest therein shall be subject to this Lease, and it shall be
deemed and construed without further agreement that the purchaser at
any such sale has assumed and agreed to carry out any and all
obligations of Lessor in this Lease so long as such purchaser shall be
the owner of the Premises. Any and all references to Lessor shall
equally apply to its successors in interest. The term "Lessee" shall
include the second party, its heirs, representatives, successors and
assigns and if this Lease shall be validly assigned or sublet, shall
include also Lessee's assignees or sub-lessees as to the Premises
covered
19
by such assignment or sublease. "Lessor" and "Lessee" shall include
male and female, singular and plural, corporation, partnership or
individual, as may fit the particular parties.
(n) No termination of this Lease prior to the normal ending thereof,
by lapse of time or otherwise, shall effect Lessor's right to collect
rent for the period prior to the termination thereof.
(o) Lessee agrees, at its own expense, to promptly comply with all
requirements of any legally constituted public authority made
necessary by reason of Lessee's occupancy of said Premises.
(p) Lessor, upon notice, may enter the premises at reasonable hours
to exhibit the same to prospective purchasers, to inspect the premises
to see that the Lessee is complying with all his obligations
hereunder, and to make repairs required to Lessor under the terms
hereof or repairs to Lessor's adjoining property.
(q) Lessee hereby waives the benefits of all existing and future Rent
Control Legislation and similar government regulations (which may be
applicable with respect to this Lease, or Lessee's rights hereunder),
whether in time of war or not, to the extent permitted by law.
(r) Lessee represents and warrants to Lessor that no broker, agent,
commission salesman or other person has represented Lessee in the
negotiations for the procurement of this Lease and of the Premises and
Lessee does and shall agree to indemnify and hold Lessor harmless from
and against any and all loss, cost, damage, claim and demand,
meritorious or otherwise, for or from any fees, commissions, payments
or expenses due or alleged to be due to any broker, agent, commission
salesman or other person purporting to represent Lessee in connection
with this Lease, the Premises, or the negotiations therefore.
(s) The submission of this Lease for examination does not constitute
an offer to lease, and this Lease shall be effective only upon
execution hereof by Lessor and Lessee.
(t) This Lease is made and intended as a contract under and pursuant
to the laws of the State of Florida and shall be construed and
enforced in accordance therewith.
(u) If any clause or provision of this Lease is or becomes illegal,
invalid or unenforceable because of present or future laws, rules
regulations of any governmental body, or becomes unenforceable for any
reasons, the intention of the parties hereto is that the remaining
parts of this Lease shall not be thereby affected.
20
22. 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
county public health units.
23. QUIET ENJOYMENT: Lessor agrees that so long as Lessee pays the
rent hereunder and performs the covenants herein on its part to be performed,
Lessee shall and may peaceably have, hold and enjoy the Premises for the term of
this Lease and all renewal terms thereof.
24. Provided that Lessee is not in default of any of the terms and
conditions contained herein, Lessee will have the right to review this Lease for
an additional five (5) years at then market rates.
25. Provided that the Lessee is not in default of any of the terms
and conditions herein, Lessee will have a one time First Right of Refusal at the
greater of then current market rents or at the then current Lease rental rate on
all contiguous space subject to the rights of the existing tenants. Lessee will
have Ten (10) business days to accept the First Right of Refusal space from
Lessor's notice to Lessee.
26. Lessee shall provide Lessor a binding irrevocable letter of
credit in the sum of One Hundred Thirty Thousand and no/100ths ($130,000.00)
Dollars which as defined on Exhibit E which must be presented to Lessor within
five (5) days upon execution of this Lease by Lessor or this Lease shall
automatically become void. The purpose of said letter of credit shall be for
the guarantee of the rental payments set forth in this Lease.
If at any time the Lessee has defaulted under the rental payments as
provided herein then the Lessor has elected to accelerate all rents due, then at
such time the lessor shall be entitled to present such letter of credit to the
institution issuing same for payment in full for all present and future rents as
provided in this Lease Agreement.
The Lessee may provide that the letter of credit may be reduced
monthly by the amount of Three Thousand Six Hundred and 11/100 Dollars
($3,611.11), when such monthly payment, as defined on Exhibit C attached hereto,
has been made to Lessor in accordance herewith.
21
IN WITNESS WHEREOF, the parties herein have hereunto set their hands
the day and year set forth below.
As to Lessor: LESSOR: PARK CENTRAL CORP.
This 31st day of July, 1995
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Attorney-in-Fact
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Witness
/s/ ▇▇▇▇▇ Ascego
------------------------------
Witness
As to Lessee: LESSEE: UNIVERSITY OF SARASOTA, INC.
This 21st day of July, 1995 By: /s/
-----------------------------------------
Title: CEO
--------------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Witness
/s/
------------------------------
Witness
22
RULES AND REGULATIONS
Attached To and Made a part of the Lease Agreement made and entered
into by and between PARK CENTRAL CORP. and UNIVERSITY OF SARASOTA, INC.
1. Lessor will furnish keys for each office suite (approximately one
per 1,000 square feet) to Lessee without charge. No additional locks or latches
shall be installed upon any door without the written consent of Lessor. At the
termination of this Lease, Lessee shall return to Lessor all keys to doors of
the office suite, whether furnished by Lessor, or others.
2. During the hours from 6:00 P.M. to 8:00 A.M., Monday through
Friday and from 12:00 noon Saturday to 8:00 A.M. Monday, the building is the
responsibility of the Lessor's on-site representative and every person entering
or leaving the building is expected to be registered as to his business in the
building if unknown to the representative.
3. All parking spaces, drives, approaches, ingress and egress are
for joint use of all tenants. No tenant shall permit its employees, visitors,
customers, owners, or principals to store any vehicles or other items on the
Premises, or allow any vehicles to remain in the parking area of approach area
for a period exceeding one (1) normal working day without the written permission
of the Lessor. No parking will be permitted on public streets near the
Premises, in driveways, or parallel to curbs, or within grass areas on the
property. All vehicles shall be parked within the confines -of the painted
parking spaces, and Lessee shall be required to instruct their employees,
customers and visitors to obey the ordinances, and rules and regulations of
local governmental authorities having proper jurisdiction regarding public
street right-of-way parking and driveway areas. Lessee will be allowed a total
of thirty six (36) parking spaces for all students, faculty, staff and personnel
during building hours as stated in Paragraph 2 above.
4. Lessee shall not place or permit to be placed any outdoor storage
facility or trash containers outside the building, or on the property. Lessor
will furnish trash containers which shall be effectively screened and shall be
kept in a neat and clean condition. There shall be no obstruction of sidewalks,
entrance passages, corridors, hallways, elevators (if any), or stairways, nor
shall they be used for any purpose other than ingress or egress. Exterior
doors, skylights, and windows that reflect or admit light into the building,
shall not be covered or obstructed by anyone, other than by draperies, blinds,
or other normal window treatments approved by Lessor. If the drapes are to be
installed within the Premises, Lessee will be responsible for the cost and
installation thereof, including a standard white drapery liner on all exterior
windows.
5. The restroom facilities and fixtures, including water closets and
other water apparatus, shall not be used for any purpose other than those for
which they were intended, and no sweepings, rubbish, or other obstructing
substances shall be thrown therein. Damage resulting from any misuse shall be
at the expense of the tenant whose employees, agents, or invitees shall have
caused same.
23
6. No tenant shall do or permit to be done anything within the
Premises or on the property which would in any way conflict with the regulations
of the Fire Department, Board of Health, or any governmental agency having
proper jurisdiction. In this respect, Lessee agrees not to cause any additional
wiring to be installed within the building, or the Premises, or any type
intercom system, music system, ▇▇▇▇ or buzzer system, communications systems, or
electrical systems, unless and until a diagram of same is submitted to and
approved in writing by Lessor or its authorized agents. Diagrams submitted
should indicate any borings or cuttings that may be required in conjunction with
requested installation. The use of any inflammable material or product shall
not be used in, or stored in, the building or the Premises without prior written
approval by Lessor. No area of the Premises shall be occupied or used as
sleeping or lodging quarters at any time and shall not be used or in any way
appropriated for gambling, immoral and other unlawful practices, and no
intoxicating liquors shall be sold on the Premises.
7. There shall not be any boring, or fastening devices, used or done
to any doors within the, Premises, and the doors and windows of the Premises and
building shall be kept whole. If any part thereof shall become broken, the same
shall be immediately replaced or repaired to the satisfaction of Lessor by the
party responsible. Tenants shall not injure, overload or deface the Premises,
or the building, the woodwork, or the walls. Lessee shall obtain Lessor's
permission before placing safes, or other heavy articles or equipment,
indicating the prescribed weight of same, and Lessor or Lessor's structural
engineer shall retain the sole and final decision as to the placement thereof.
8. Lessee shall not erect, paint, or place signs, advertising media,
company names, or any type numerals or letters upon the window or exterior walls
of the Premises, including, but not limited to, all trees, shrubbery, bushes,
sign posts, fixtures or lighting fixtures, except with the prior written consent
of the Lessor. Building exterior tenant identification signs shall be of such
order, size and style, and at locations, as shall be designated by Lessor.
Exterior signs will be furnished by Lessor for Lessee, and the cost of
furnishings and installing same be charged to and paid for by Lessee.
9. Tenants shall not employ any persons other than the janitors of
lessor (who will be provided with passkeys to the offices) for the purpose of
cleaning or taking charge of the Premises without the express written permission
of Lessor.
10. Lessee, at its expense, agrees to supply floor mats in all
offices and areas where chairs with castors are placed or being used on carpeted
areas.
11. Lessee shall not permit anyone to house temporarily or
permanently, any animals, pets, birds, insects, or pests within the Premises,
nor shall Lessee allow anyone to store permanently or temporarily, any bicycles
or other vehicles within the offices, halls, corridors, or storage area of the
building or anywhere outside the building on the property.
24
EXHIBIT "A"
In accordance with the provisions of Paragraph 5 of the Lease to which this
Exhibit is attached, the rental payable by Lessee to Lessor pursuant to this
Lease shall be subject to adjustment as follows, to wit:
The Base Annual Rent as described in Paragraph 5 of this Lease, as the same
may have been previously escalated or increased as herein provided, shall be
escalated or increased on January 1 of each year during the Lease Term by an
amount equal to Tenant's Proportionate Share of the increase in Operating
Expenses for the immediately preceding calendar year over either (y) Base
Operating Expenses (in the case of the first adjustment to the Base Rental) or
(z) the Operating Expenses for next preceding calendar year (in the case of all
adjustments to the Base Annual Rent subsequent to the first such adjustment
thereto). As used in the immediately preceding sentence the following terms
shall have the following meanings or definitions, to wit:
(i) The term "Base Annual Rent" shall mean and be defined as the Base
Rental specified in Paragraph 5 of this Lease.
(ii) The term "Proportionate Share" shall mean and be defined, for any
period, as that fraction determined by multiplying the total
Operating Expenses for the Building and Property by a fraction, the
numerator of which shall be the total number of rentable square feet
of space included within the Leased Premises and the denominator of
which shall be 132,753 square feet (the total amount of square feet
in the Building).
(iii) The term "Operating Expenses" shall mean and be defined, for any
period, as all costs, charges and expenses of any respect and which
are directly attributable to the operation, management, maintenance
and normal repair of the Building and Property in accordance with
generally accepted accounting principles and sound property
management practices applicable to similar office facilities and
complexes, including, without limitation, real estate taxes and
special assessment, hazard and liability insurance, janitorial
service, landscaping and grounds maintenance, window washing
services, etc. The term "Operating Expenses" shall specifically
exclude additions to the Building or its equipment, interest on and
retirement of capital debt, rental commissions and decoration of any
Lessee's space.
(iv) The term "Base Operating Expense" shall mean and be defined as the
greater of the actual Operating Expenses for the calendar year 1995
or the currently budgeted amount of $4.85 per square foot of rentable
area within the Building. Lessor will cap all expenses other than
utilities, real estate taxes and building insurance at 5% per year
non-compounded.
25
EXHIBIT B
Rentable Square Feet: 9,107
Address:
The ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
26
EXHIBIT C
..withstanding any of the provisions contained herein, the Base Annual Rental
payments are:
27
EXHIBIT E
July ,1995 D R A F T
---------
TO: (Beneficiary)
Park Central Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen,
We hereby establish our Irrevocable Letter of Credit No. ____________ in your,
the beneficiary's, favor for the account of The University of Sarasota, Inc.,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, in the aggregate amount of United
States Dollars One Hundred Thirty Thousand ($130,000.00) and is available by
your draft(s) drawn at sight on us, Northern Trust Bank of Florida N.A., bearing
the number and the date of this Letter of Credit.
Your draft(s) must be accompanied by the following documents:
1. The original of this Letter of Credit and all amendments, if any, for
proper endorsement.
2. A sworn affidavit executed on personal knowledge by an authorized
representative of Park Central Corp., attesting the following: "That The
University of Sarasota, Inc. is in default of its rental payment
obligations for ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, under a
lease with Park Central Corp. by failing to pay a rental installment
required by said lease and that the default has continued for at least 30
days."
3. A copy of notice(s) sent to The University of Sarasota, Inc. declaring the
amount(s) in default and any written response from The University of
Sarasota-
Partial drawing(s) are permitted.
The purpose of this Letter of Credit is to guarantee transaction costs under a
certain lease agreement between Park Central Corp., and The University of
Sarasota, Inc. After the first five months of the lease, the Total Amount to be
paid under this Letter of Credit shall decrease each month as of the day the
monthly rental installment is received by Park Central Corp. Beginning an the
date the monthly rental installment is received for the sixth month of the lease
term, the Total Amount to be paid under this Letter of Credit shall
automatically decrease by the amount of $3,611.11 and shall continue to decrease
$3,611.11 each month thereafter as the rental installment is received.
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Irrevocable Letter of Credit
No___________________
Page 2/2
This Letter of Credit sets forth in full the terms of our undertaking and such
undertaking shall not in any way be modified, amended, or amplified by reference
to any document, instrument or agreement referenced to herein or in which this
Letter of Credit relates, and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement.
We hereby agree with all drawers, endorsers and good faith holders that all
draft(s) drawn and negotiated in compliance with the terms of this Letter of
Credit will be duly honored if presented at Northern Trust Bank of Florida N.A.,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, on or before March 1, 1999, the
expiration date.
This Letter of Credit is subject to the Uniforms Customs and Practice for
Documentary Credits (1993 Revision) , International Chamber of Commerce
Publication No.500.
Yours very truly,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Second Vice President
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