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EXHIBIT 10.6
LEASE AGREEMENT BETWEEN
BAY VILLA DEVELOPERS, INC., AS MANAGING AGENT
FOR RIVERSIDE PLAZA ASSOCIATES, INC.
(LANDLORD)
AND
FIRST NATIONAL BANK OF TAMPA
(TENANT)
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LEASE INDEX
# ITEM PAGE
---- ----
1 Definitions 3
2 Premises and Term 4
3 Rent 4
4 Annual Escalator 5
5 Operating Expense Adjustment 5
6 Use of Premises 6
7 Assignment and Subletting 6
8 Access to Premises 6
9 Landlord's Services 7
10 Parking Areas 7
11 Leasehold Improvements 7
12 Repairs and Maintenance 7
13 Alterations and Improvements 8
14 Indemnity 8
15 Damage by Fire or the Elements 8
16 Building Rules and Regulations 9
17 Eminent Domain 9
18 Signs and Advertising 9
19 Default 9
20 Attorney's Fees 11
21 Landlord's Lien 11
22 Subordination 11
23 Quiet Enjoyment 11
24 Security Deposit 12
25 Mechanic's Liens 12
26 Notices 12
27 Force Majeure 13
28 Separability 13
29 Holding Over 13
30 Relocation 13
31 Rent a Separate Covenant 13
32 Joint and Several Liability 13
33 Absence of Option 14
34 Brokerage 14
35 Corporate Tenancy 14
36 Statutorily Mandated Notification 14
37 Additional Items 14
Building Rules and Regulations 16
Exhibit A - Plan Showing the Premises
Exhibit B - Rent Schedule
Exhibit C - Annual Escalator
Exhibit D - Renewal Options
Exhibit E - Drive-In Lane/Additional Area
Exhibit F - Additional Items
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LEASE
THIS LEASE AGREEMENT ("Lease") is made this 29 day of JUNE, 1995 between the
"Landlord" and "Tenant" hereafter set forth.
WITNESSETH:
1. DEFINITIONS
(a) "Landlord": BAY VILLA DEVELOPERS, INC., as Managing Agent for
RIVERSIDE PLAZA ASSOCIATES, INC.
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) "Tenant": FIRST NATIONAL BANK OF TAMPA
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(c) "Premises": Suites 100/850, consisting of approximately 4025/3395
square feet of net rentable area, as outlined in red on
the attached Exhibit "A". The Premises are located on the
1st and 8th floor of the structure, hereinafter called the
"Building" located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇.
(d) "Use of
Premises": Bank and Bank Offices
(e) "Commencement
Date": The later of July 1, 1995 (the anticipated "Commencement
Date"), or the date Landlord can deliver possession of the
Premises. In the event Commencement Date is not delayed,
this Lease shall expire on June 30, 2000
(f) "Term": Not less than 60 months commencing on the Commencement
Date, this Lease to end on the last day of the 60th month
after the Commencement Date.
(g) "Rent": The sum of SEE RENT SCHEDULE - EXHIBIT B "RENT SCHEDULE"
plus applicable state tax on rents. Rent and all other
sums payable by Tenant to Landlord under this Lease, plus
any applicable tax, shall be paid to Landlord, without
deduction or offset, at its management office presently
located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as Landlord may
hereafter specify in writing.
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(h) "Security
Deposit": The sum of ZERO DOLLARS ($0.00).
(i) "Operating
Expense
Base": The greater of 1996 operating expenses or $6.00 per
rentable square foot of Premises per annum.
(j) "Proportionate
Share": Rentable areas in the Premises (7,420 square feet) divided
by the rentable area in the Building (68,009 square feet)
which equals 10.91 percent.
(k) "Parking": Tenant shall be allocated 6 reserved parking spaces at the
rate of $50.00 per space monthly, and 6 non-reserved
parking spaces at the rate of $50.00 per space monthly.
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 Item 1, Section (c).
If Landlord, for any reason whatsoever, cannot deliver possession of
the Premises to Tenant on or before the anticipated Commencement Date, 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 shall be an
abatement of Rent covering the period between the anticipated Commencement Date
and the time when Landlord can deliver possession, the date when Landlord can
deliver possession being deemed to be the "Commencement Date" (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 date Landlord delivered possession (Commencement Date), it being
the parties intent that this Lease have not less than a complete term as
described and contemplated in Item 1, Section (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 the Lease shall not expire until the last day of the last
month of the proposed term as described in Item 1, Section (f). If the
Commencement Date is other than the anticipated Commencement Date, the parties'
representative shall execute a letter amendment 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. Tenant covenants and agrees to pay, without deduction or
offset, to Landlord, Rent for the Premises as described above in Item 1, Section
(g), 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 each and every successive
calendar month thereafter during the full term of this Lease, subject to the
adjustments as provided hereinafter along with 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.
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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.
If any part of the Rent is not paid within (10) days after it is due, Tenant
shall pay Landlord the greater of: (a) a late charge of five percent (5%) of the
amount due; or (b) interest at eighteen percent (18%) per annum, or the highest
rate permitted by law, whichever is less, on the amount due from the due date
until paid.
4. ANNUAL ESCALATOR. (See Exhibit C Attached)
5. OPERATING EXPENSE ADJUSTMENT. The parties each acknowledge that the Rent
specified in Item 3 of the 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 addition to the Annual
Escalator described in Item 4 hereof, in the form of Additional Rent (plus any
applicable tax), its Proportionate Share of increased expenses over the base
amount as defined in item 1, Section (i). (Should Tenant exercise any expansion
option under the Lease, the foregoing proportionate share shall be adjusted
accordingly).
Within thirty (30) days after the first twelve (12) months of the term or such
calendar year as may be selected, and each anniversary thereafter, Landlord
shall deliver to Tenant a statement setting forth the amount of increases for
the preceding twelve (12) month period, together with an invoice showing the
amount due Landlord from Tenant under such increases. Tenant shall pay any
increases over the base amount within (30) days from receipt of the statement
and invoice, whether or not Tenant disputes the accuracy of such statement,
Tenant reserving the right at its expense to audit Landlord's records in support
of such statement.
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 and maintenance 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, maintenance and janitorial
expense, administrative salaries, cost and fees insurance, security and
landscaping. The term "Utility Costs" shall include Landlords' 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,
sewage, gas garbage removal, etc. If the final Lease year (to include renewals)
during which escalation may occur shall contain less than twelve (12) months,
the increase hereunder shall be prorated, the Tenant's obligation to pay such
increase to survive the expiration of the Lease (and renewal) term.
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If the Landlord, in its sole discretion, in operating the Building chooses to
install any energy or labor saving devices, equipment, fixtures or appliances to
or in the Building that otherwise might be considered a capital expenditure,
then the Landlord may depreciate the cost of the equipment or fixture into the
Operating Expenses of the Building, including interest at a reasonable rate, all
according to generally accepted accounting principles applied on a consistent
basis.
6. USE OF PREMISES. The Premises shall be used by Tenant as described in Item
1 Section (d) and for no other purposes without prior written consent of
Landlord. Tenant will not use the Premises for the purpose of retail sales.
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 upon the Building or
any or 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 in any way obstruct or
interfere with the rights of other tenants of the Building, or injure or annoy
the or use or allow the Premises to be used for any improper, immoral, unlawful
or objectionable purpose; nor shall Tenant cause, maintain, or permit any
nuisance in, on, or about the Premises or commit or suffer to be committed any
waste in, on, or about the Premises. Where and to the extent that the same would
have competing financial services, Landlord shall not lease in the future during
the term of this lease any space in the building to a bank, savings and loan,
credit union, or other similar financial institution or entity. Except as
expressly and strictly limited by the immediately preceding sentence, Landlord
may lease space in the building as it wishes.
7. ASSIGNMENT AND SUBLETTING. 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
may not be unreasonably withheld. Tenant absolutely shall have no right of
assignment or subletting if it is or has been in default of this Lease.
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. 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 and sublettings. In the event of the transfer and
assignment by Landlord of its interest in this Lease and/or sale of the Building
containing the Premises, Landlord shall thereby be released from any further
obligations hereunder, and Tenant agrees to look solely to such successor in
interest of the Landlord for performance of such obligations. The provisions of
Item 26 shall be deemed amended to provide the correct names and addresses of
the assignees or subtenant.
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, and making such repairs as Landlord may
consider necessary (but without any obligation to do so except as expressly
provided for herein), and during the last ninety (90) days of the Lease Term,
showing the Premises to prospective tenants. If, during the last month of the
term, Tenant shall have removed all or substantially all of Tenant's property
therefrom (and Tenant is considered to have vacated the premises), Landlord may
immediately enter and alter, renovate and redecorate the Premises without
elimination or abatement of Rent or incurring liability to the Tenant for any
compensation or offsets on Rent
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and charges owed and such acts shall have no effect upon this Lease.
9. LANDLORD'S SERVICES. Landlord shall, at its expense, furnish the Premises
with (i) electricity for routine lighting and the operation of general office
machines such a typewriters, dictating equipment, desk model adding machines,
and the like which use 110 volt electric power, (ii) heat and air conditioning
during reasonable and usual business hours (exclusive of Saturday afternoons and
Sundays and 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 office buildings in Tampa, Florida, (vii) water, and (viii) sewage.
Landlord shall not be liable for any damages directly or indirectly resulting
from, nor shall any Rental herein set forth be abated by reason of installation,
use, or interruption of use, of any equipment in connection with the furnishing
of any of the foregoing services when such failure or delay is caused by
accident or any condition beyond reasonable control of Landlord or by the making
of necessary repairs or improvements to the Premises or to the Building. The
temporary failure to furnish and such services shall not be construed as an
eviction of Tenant or relieve Tenant from the duty or observing and performing
any of the provisions of this Lease. However, if Tenant is denied beneficial use
of its office space for three (3) consecutive business days due to the failure
of Landlord to provide above referenced services, rent shall be abated until
beneficial use is restored.
10. PARKING AREAS. Landlord shall keep and maintain parking areas in good
condition. Landlord reserves the right to control the method, manner and time of
parking in parking spaces.
11. LEASEHOLD IMPROVEMENTS. Landlord shall make no improvements to the
Premises. Tenant shall not make any alterations, additions or improvements in or
to the Premises without first obtaining the written consent of the Landlord. Any
improvements made by the Tenant shall become the property of the Landlord
(excluding removable equipment, which upon removal, affected premises shall be
returned to previous condition).
12. REPAIRS AND MAINTENANCE. Landlord will, at is own cost and expense, except
as may be provided elsewhere herein maintain and make necessary repairs of
damage to the Building corridors, lobby, structural members (including the roof)
of the Building, and equipment used to provide the services referred to in Item
9, unless any such damage is caused by acts or omissions of Tenant, its agents,
customers, employees, 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, Tenant will surrender and deliver up the Premises to
Landlord in the same condition in which it existed at the commencement of the
Lease, excepting only ordinary wear and tear and damages arising from any cause
not required to be repaired by Tenant. This Item 12 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 Item 15 hereof shall apply)
or
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damages resulting from an eminent domain taking (as to which Item 17 hereof
shall apply).
13. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations, additions
or improvements to the Premises without prior written approval of Landlord,
unless Landlord 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 the Premises, if such alterations,
additions, or improvements are normal for office use, do not adversely affect
utility of the Premises for future tenants, do not alter the exterior of the
Building, are not of a structural nature 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. Tenant shall conduct
its work in such a manner as to maintain harmonious labor relations and is not
to interfere with the operation of the Building and shall, prior to 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 Tenant.
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 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 (including removable equipment)
may be removed by Tenant at the termination of the 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.
14. INDEMNITY. Landlord shall not be liable for and Tenant will indemnify and
save Landlord harmless of and from all fines, suits, claims, demands, losses and
actions (including attorney's fees) for any injury to person or damage to or
loss of property on or about the Premises caused by negligence or misconduct or
breach of the Lease by Tenant, its employees, subtenants, invitees or by any
other person entering the Premises or Building under express or implied
invitation of Tenant, or arising out of Tenant's use of the Premises. Landlord
shall not be liable or responsible for any loss or damage to any property or
death or injury to any person occasioned by theft, fire, act of God, public
enemy, injunction, riot, strike, insurrection, wars, court order, requisition of
other governmental body or authority, by other tenants of the Building or of any
other matter beyond 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 whatever except
Landlord's negligence.
15. DAMAGE BY FIRE OR THE ELEMENTS. 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. 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
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damage, or if the damages 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 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 was
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 or invitees, allow Tenant a fair diminution of Rent during
the time that the Premises is unfit for occupancy. In the event any mortgage,
under a deed of trust, security agreement or mortgage on the Building, should
require 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.
16. 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 of said Rules and Regulations by any other tenant or
occupant of the Building.
17. 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 Rental shall be adjusted as of the date
of such termination.
18. SIGNS AND ADVERTISING. Without the prior written consent of Landlord,
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.
19. DEFAULT. 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:
(a) Tenant's failure to pay the Rental, Additional Rental, or any other
sums payable hereunder for a period of three (3) days after written
notice by Landlord;
(b) 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
Landlord (or in the case where immediate performance is not practical,
commence to perform);
(c) The bankruptcy of Tenant;
(d) Tenant making assignment for the benefit of creditors;
(e) A receiver or trustee being appointed for Tenant or a substantial portion
of
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Tenant's assets;
(f) Tenant's voluntary petitioning for relief under, or otherwise seeking the
benefit of, any bankruptcy, reorganization, arrangement or insolvency law;
(g) Tenant's vacating or abandoning the Premises or attempting to mortgage or
pledge its interest hereunder;
(h) Tenant's interest under this Lease being sold under execution or other
legal process;
(i) Tenant's interest under this Lease being assigned by attempted subletting
or by operation of law;
(j) 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, of under authority of, any legal proceeding.
In the event of any of the foregoing happenings, the Landlord, at its
election, may exercise any one of 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 action:
(1) Terminated Tenant's right to possession under the Lease and reenter 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 or reducing Tenant's liability. Landlord shall not be deemed to
have thereby accepted a surrender of the Premises, and Tenant shall remain
liable for Rental, Additional Rental, 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 reenter
upon and take possession of the Premises whereupon all right, title and
interest of the Tenant in the Premises shall end.
(3) Accelerate and declare the entire remaining unpaid Rental and Additional
Rental 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.
No reentry 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 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. Landlord's
acceptance of Rent or Additional Rent 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 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
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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 and any repairs or remodeling undertaken by Landlord
following repossession.
The parties hereto shall, and they do hereby, 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, Tenant's use
or occupancy of the Premises and/or Building, and/or claim or injury or damage.
In the event Landlord commences any proceedings for nonpayment of rent (of any
nature whatsoever) or additional moneys due Landlord from Tenant under this
Lease, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceedings (except as required by Florida law). 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 Hillsborough County, Florida.
Time is of the essence of this Lease; and in case Tenant shall fail to perform
the covenants on its part to be performed at the time fixed for the performance
of such respective covenants by the provisions of this Lease, Landlord may
declare Tenant to be in default of such Lease.
20. ATTORNEY'S FEES. In the event it shall become necessary for Landlord at
any time to institute any legal action or proceedings of any nature for the
enforcement of this Lease, or any of the provisions hereof, or to employ an
attorney therefore, the non-prevailing party agrees to pay all court costs and
reasonable attorney's fees incurred by the prevailing party.
21. LANDLORD'S LIEN. Landlord shall have the statutory Landlord's Lien rights.
22. SUBORDINATION. In consideration of the execution of this Lease by
Landlord, Tenant accepts this Lease subject to any deeds of trust, master
leases, security interest or mortgages which might now or hereafter constitute a
lien upon the Building or improvements therein or on the Premises and to zoning
ordinances and other building and fire ordinances and governmental regulations
relating to the use of the property. Although no instrument or act on the part
of Tenant shall be necessary to effectuate such subordination, Tenant shall,
nevertheless, for the purposes of confirmation, at any time hereafter, on
demand, in the form(s) prescribed by Landlord, execute any instruments, estoppel
certificates, releases or other documents that may be requested or required by
any holder of any superior interest for the purposes of subjecting and
subordinating this Lease 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 of document for Tenant should Tenant fail or refuse to do so.
23. QUIET ENJOYMENT. Provided Tenant performs all of the terms, covenants,
agreements and conditions of this Lease, including the payment of Rental and all
other sums due hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises 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, except as in Item 22 above.
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24. SECURITY DEPOSIT. Tenant, concurrently with the execution of this Lease,
has deposited with the Landlord a Security Deposit as described in Item 1,
Section (h), the receipt of which is thereby acknowledged, which sum shall be
retained by Landlord as a Security Deposit. The Security Deposit shall be held
by Landlord without liability for interest and as security for the performance
by Tenant of Tenant's covenants and obligations under this Lease, it being
expressly understood that such deposit shall not be considered an advance
payment of Rent or Additional Rent, or a measure of Landlord's damages in case
of default by Tenant. Upon the occurrence of any event of default by Tenant,
Landlord may, from time to time, without prejudice to any other remedy, use such
deposit to the extent necessary to make good any arrearages of Rent, Additional
Rent and any other damage, injury, expense of liability caused to Landlord by
such event of default. Following any such application of the Security Deposit,
Tenant shall pay to Landlord on demand, the amount so applied in order to
restore the Security Deposit to its original amount. If Tenant is not then in
default hereunder, any remaining balance of such deposit shall be returned by
Landlord to Tenant upon expiration of this Lease. If Landlord transfers its
ownership interest in the Building during the Lease term, Landlord may assign
the Security Deposit to the transferee and thereafter Landlord shall have no
further liability for the return of such Security Deposit.
25. MECHANICS' LIENS. Tenant is prohibited from, and agrees not to, make
alterations in the premises, and Tenant will not permit any mechanics' 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 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 and interest,
shall be so much additional indebtedness hereunder due from Tenant to Landlord
and shall be repaid to Landlord immediately on rendition of a ▇▇▇▇ thereof,
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 ▇▇▇▇
shall constitute default under Item 18 hereof.
26. NOTICES. Any notice of 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 pre-paid,
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: Riverside Plaza Associates, Inc.
c/o Bay Villa Developers, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tenant: First National Bank of Tampa
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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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, riot, acts of God, shortages or 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. SEPARABILITY. 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 termination of the term of this Lease (or at the time
the Lease may be terminated otherwise by Landlord), and the subsequent holding
over by Tenant, with or without the consent of Landlord, shall result in the
creation of a tenancy at will at 150% the Rental payable at the time of the date
provided herein for the termination of this Lease. 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 of otherwise.
30. RELOCATION. (intentionally omitted)
31. RENT A SEPARATE COVENANT. Tenant shall not for any reason withhold or
reduce Tenant's required payments of rentals and other charges provided in this
Lease, it being agreed that the obligations of Landlord hereunder are
independent of Tenant's obligations. In this regard it is specifically
understood and agreed that in the event Landlord commences any proceeding
against Tenant for non-payments of rentals or any other such sum due and payable
by Tenant hereunder, Tenant will not interpose any counterclaim or other claim
against Landlord of whatever nature or description in any such proceedings
(except as required by Florida law); and in the event that Tenant interposes any
such counterclaim or other claim against Landlord in such proceedings, Landlord
and Tenant stipulate 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 the
proceedings instituted by Landlord may proceed to final judgment separately and
apart from and without consolidation with or reference to the status of such
counterclaim or any other claim asserted by Tenant.
32. JOINT AND SEVERAL LIABILITY. If two or more individuals, corporation,
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 business association to pay rent and perform
all other obligations hereunder shall be deemed to be joint and several. In like
manner, if the Tenant named in this Lease shall be a partnership or other
business association, the members of which are, be virtue of statute or general
law, subject to personal liability, the liability of each such member shall be
joint and several.
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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 becomes
effective only upon execution and delivery thereof by Landlord.
34. 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 and agrees to indemnify and save Landlord harmless from any liability that
may arise from such claim, including reasonable attorney's fees.
35. CORPORATE TENANCY. If Tenant is a corporation, the undersigned office 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 hereto.
36. 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."
37. ADDITIONAL ITEMS. Landlord reserves the right to establish an "after
hours" usage charge (not to exceed $15 per hour) for HVAC operation at any time
in the future that Landlord perceives an abuse of the no charge scenario. The
building operating hours are 8:00 AM - 6:00 PM weekdays and 9:00 AM - 1:00 PM on
Saturday.
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IN WITNESS WHEREOF, the undersigned authority has hereto executed this Lease,
the 29 day of JUNE, A.D. 1995.
Signed, sealed and delivered
in the presence of: Tenant: FIRST NATIONAL BANK OF TAMPA
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇, President
---------------------------------- ------------------------------------
WITNESS ▇▇▇▇▇▇ ▇▇▇▇▇▇ BY:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
WITNESS ▇▇▇▇▇ ▇. ▇▇▇▇▇
Landlord: RIVERSIDE PLAZA
ASSOCIATES, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------- ------------------------------------
WITNESS ▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Bay Villa Developers, Inc.
as managing agent
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
WITNESS ▇▇▇▇▇ ▇. ▇▇▇▇▇
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FIRST AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE ("Amendment") made this 16th day of December, 1996, by
and between BAY VILLA DEVELOPERS, INC., as managing agent for Riverside Plaza
Associates, Inc., with its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, hereinafter referred to as "Landlord" and
FIRST NATIONAL BANK OF TAMPA, hereinafter referred to as "Tenant".
WITNESSETH:
WHEREAS, by Lease Agreement ("the Lease") dated June 29, 1985, Landlord leased
to Tenant certain Premises in First National Plaza ("the Building"), located at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇; and,
WHEREAS, the parties desire to enter into a new agreement amending certain of
the provisions of the lease and all subsequent amendments, but to otherwise
continue the Lease in full force and effect, and,
WHEREAS, Tenant warrants that Tenant has accepted and is now in possession of
the leased premises having approximately 7420 rentable square feet and that the
Lease is valid and currently in full force and effect.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree to amend the Lease as follows:
1. Tenant now desires to lease additional Premises along with the existing
Premises not leased by it; which additional Premises consists of
approximately 967 new rentable square feet.
2. The Premises shall then be modified to consist of approximately 8387 net
leasable square feet, such space outlined in the attached Exhibits A, A-1,
and A-2 expressly made a part hereof.
3. The Rent Schedule, Exhibit B, in the original lease shall govern the rent
payable for the additional premises. There shall be additional rental due
for the new 967 rentable square feet, based on the period and square foot
rental rate and shall be subject to applicable Florida State Sales tax.
4. Landlord shall make modifications to the additional premises as directed by
Tenant. Tenant shall be responsible to make payment to Landlord for the
cost of the modifications plus 20%. A full accounting of costs shall be
delivered to Tenant with the request for payment (cost for these purposes
shall include Landlord personnel at their current billing rates).
5. Tenant shall be allocated 1 reserved parking space at the rate of $50.00
per month.
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6. Except as expressly provided herein, the terms & provisions of the Lease
dated June 29, 1995 are hereby notified and confirmed in all respects &
shall remain in full force & effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year set forth above.
TENANT:
FIRST NATIONAL BANK OF TAMPA.
/s/ T. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇, President
---------------------------- --------------------------------
Witness By: ▇▇▇▇ ▇▇▇▇▇▇▇▇, President
LANDLORD:
RIVERSIDE PLAZA ASSOCIATES, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- --------------------------------
Witness By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Bay Villa Developers, Inc.
as managing agent