EXHIBIT 10.87
LEASE AGREEMENT FOR AMERICREDIT BUILDING
LEASE AGREEMENT
by and between
ADEVCO CONTACT CENTERS JACKSONVILLE, LLC
("Landlord")
and
AMERICREDIT FINANCIAL SERVICES, INC.
("Tenant")
dated as of
November 20, 2000
for
Premises
containing
85,000 square feet of Rentable Floor Area
Term: One Hundred Twenty (120) Months
TABLE OF CONTENTS
Page
1. Certain Definitions..................................................... 1
2. Lease of Premises....................................................... 2
3. Term.................................................................... 3
4. Possession.............................................................. 3
5. Rental Payments......................................................... 4
6. Base Rental............................................................. 4
7. Net Lease............................................................... 4
8. Taxes................................................................... 5
9. Tenant Taxes............................................................ 6
10. Payments................................................................ 6
11. Late Charges............................................................ 6
12. Utilities and Services.................................................. 6
13. Use Rules............................................................... 7
14. Alterations............................................................. 7
15. Repairs................................................................. 8
16. Landlord's Right of Entry............................................... 9
17. Insurance............................................................... 9
18. Waiver of Subrogation................................................... 10
19. Default................................................................. 10
20. Waiver of Breach........................................................ 13
21. Assignment and Subletting............................................... 14
22. Destruction............................................................. 15
23. Attorneys' Fees......................................................... 16
24. Time.................................................................... 16
25. Subordination, Attornment and Non-Disturbance........................... 16
26. Estoppel Certificates................................................... 17
27. Cumulative Rights....................................................... 17
28. Holding Over............................................................ 17
29. Surrender of Premises................................................... 17
30. Notices................................................................. 18
i
31. Damage or Theft of Personal Property.................................... 18
32. Eminent Domain.......................................................... 18
33. Parties................................................................. 19
34. Indemnification......................................................... 19
35. Force Majeure........................................................... 19
36. Landlord's Liability.................................................... 20
37. Landlord's Covenant of Quiet Enjoyment.................................. 20
38. Hazardous Substances.................................................... 20
39. Submission of Lease..................................................... 21
40. Severability............................................................ 21
41. Entire Agreement........................................................ 21
42. Headings................................................................ 21
43. Brokers................................................................. 21
44. Governing Law........................................................... 22
45. Special Stipulations.................................................... 22
46. Authority............................................................... 22
47. Radon Gas............................................................... 22
Special Stipulations
1. Extension Options Exhibit "E"
2. Early Termination Exhibit "E"
3. Parking Exhibit "E"
4. Building and Monument Signs Exhibit "E"
5. Land Acquisition Exhibit "E"
6. Access Exhibit "E"
7. Expansion Option Exhibit "E"
Exhibit "A" - Legal Description
Exhibit "B" - Floor Plan
Exhibit "C" - Supplemental Notice
Exhibit "D" - Construction Obligations
Exhibit "D-1" - Preliminary Plans
Exhibit "D-2" - Coordination of Layout Work by Landlord
Exhibit "D-3" - Materials Standards
Exhibit "D-4" - Matrix
Exhibit "D-5" - Approved Schedule
Exhibit "E" - Special Stipulations
Exhibit "F" - Rules and Regulations
Exhibit "G" - Tenant's Special Equipment
Exhibit "H" - Floor Plan Showing Expansion Space
ii
LEASE AGREEMENT
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THIS LEASE AGREEMENT ("Lease"), is made and entered into as of this 20 day
of November, 2000 by and between Landlord and Tenant.
W I T N E S S E T H:
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1. Certain Definitions. For purposes of this Lease, the following terms
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shall have the meanings hereinafter ascribed thereto:
(a) Landlord: ADEVCO CONTACT CENTERS JACKSONVILLE, LLC
(b) Landlord's Address:
c/o ADEVCO Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(c) Tenant: AMERICREDIT FINANCIAL SERVICES, INC., a Delaware
corporation
(d) Tenant's Address:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: Senior Vice President, Facilities
With a copy to:
General Counsel
AmeriCredit Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(e) Building Address:
____ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(f) Suite Number: N/A
(g) Rentable Floor Area of the Building:
85,000 square feet (subject to the provisions of Article 2 of this
Lease)
(h) Lease Term: One hundred twenty (120) months
(i) Base Rental Rate:
RATE PER SQUARE FOOT
OF RENTABLE FLOOR
LEASE YEAR AREA OF BUILDING
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Lease Year 1 $15.33
Lease Year 2 $15.72
Lease Year 3 $16.11
Lease Year 4 $16.51
Lease Year 5 $16.92
Lease Year 6 $17.35
Lease Year 7 $17.78
Lease Year 8 $18.23
Lease Year 9 $18.68
Lease Year 10 $19.15
(j) First Floor Rental Commencement Date: The later of (x) June 1,
2001, or (y) the earlier of (I) the date which is one (1) day after First
Floor Substantial Completion (as defined in Paragraph 1[i] of Exhibit "D"
-----------
attached hereto) or (II) the date upon which Tenant takes possession and
occupies any portion of the first floor of the Building for business
purposes.
(k) Second Floor Rental Commencement Date: The later of (x) June 1,
2001, or (y) the earlier of (I) the date which is one (1) day after Second
Floor Substantial Completion (as defined in Paragraph 1[i] of Exhibit "D"
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attached hereto) or (II) the date upon which Tenant takes possession and
occupies any portion of the second floor of the Building for business
purposes.
(l) Construction Allowance for Building: $30.00 per square foot of
Rentable Floor Area of the Building.
(m) Design Allowance for Building: $3.00 per square foot of Rentable
Floor Area of the Building.
(n) Sign Allowance: Up to $25,000 (see Special Stipulation 4).
(o) Brokers: ▇▇▇▇▇▇▇/Power Real Estate Group, Inc. (representing
Tenant) and ADEVCO Realty Group, LLC (representing Landlord).
2. Lease of Premises.
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(a) Landlord, in consideration of the covenants and agreements to be
performed by Tenant, and upon the terms and conditions hereinafter stated,
does hereby rent and lease unto Tenant, and Tenant does hereby rent and
lease from Landlord, the building premises (the "Building") located or to
be located on that certain tract of land (the "Land") more particularly
described on Exhibit "A" attached hereto and by this reference made a part
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hereof, which Building comprises 85,000 square feet of Rentable Floor Area
(subject to the provisions of this Article 2) as outlined on the floor
plans attached hereto as Exhibit "B" and by this reference made a part
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hereof, with no easement for light, view or air included or being granted
hereunder. The "Project" is comprised of the Building, the Land, the
Building's parking facilities, any
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walkways, covered walkways or other means of access to the Building and the
Building's parking facilities, any lobbies or plazas, and any other
improvements or landscaping on the Land. For purposes of this Lease, the
Rentable Floor Area of the Building shall be the Rentable Area of the
Building as defined and determined in accordance with the American National
Standard Method of Measuring Floor Area in Office Buildings, ANSI/BOMA
Z65.1-1996 published by the Building Owners and Managers Association
International and certified by Landlord's architect.
(b) Landlord acknowledges that Tenant is entering into this Lease on
the condition that Tenant shall be granted certain tax abatements by Clay
County, Florida (the "County"). Tenant shall, within three (3) days of the
date of this Lease, make application to the County seeking such tax
abatements for which Tenant may be qualified, and shall thereafter
diligently seek a grant of the tax abatements from the County. Such
diligence by Tenant shall include, but not be limited to, furnishing such
information as may be requested by the County and attendance at any
hearings before the County as may be required. In the event that the County
does not, within thirty (30) days of the date on which Tenant submits its
application, grant Tenant the tax abatements applied for by Tenant, then
Tenant shall have the right to terminate this Lease by written notice to
Landlord given prior to the date which is forty (40) days after the date of
this Lease.
(c) So long as no uncured event of default by Tenant shall exist under
this Lease, (i) Landlord will consult with Tenant regarding any issue as to
which Landlord, as owner of the Land, is entitled to vote under the ▇▇▇▇▇▇▇
Island Plantation Owners' Association, and (ii) Landlord will comply with
any written direction given by Tenant to Landlord with respect to such
vote, provided that the written directions given by Tenant are commercially
reasonable.
3. Term. The term of this Lease ("Lease Term") shall commence on the date
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first hereinabove set forth, and, unless sooner terminated as provided in this
Lease, shall end on the expiration of the period designated in Article 1(h)
above, which period shall commence on the last occurring Rental Commencement
Date, unless the last occurring Rental Commencement Date shall be other than the
first day of a calendar month, in which event such period shall commence on the
first day of the calendar month following the month in which the last occurring
Rental Commencement Date occurs. Promptly after the last occurring Rental
Commencement Date, Landlord shall send to Tenant a Supplemental Notice in the
form of Exhibit "C" attached hereto and by this reference made a part hereof,
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specifying the First Floor Rental Commencement Date, the Second Floor Rental
Commencement Date, the date of expiration of the Lease Term in accordance with
Article 1(h) above and this Article 3 and certain other matters as therein set
forth.
4. Possession. The obligations of Landlord and Tenant with respect to the
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Building and the initial leasehold improvements are set forth in Exhibit "D"
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attached hereto and by this reference made a part hereof. Within thirty (30)
days after the last occurring Rental Commencement Date, Tenant shall have the
right to prepare and provide to Landlord a list of incomplete or defective Punch
List Items, all of which shall be promptly repaired and/or completed by Landlord
at its sole cost and expense, and, for a period of eleven (11) months following
the date of Substantial Completion (as defined in Paragraph 1(i) of Exhibit "D"
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attached hereto), Tenant shall have the right to notify Landlord of its
discovery of latent defects in the Building all of which shall be promptly
repaired and/or completed by Landlord at its sole cost and expense. Except for
such Punch List Items so specified by Tenant within said thirty (30) day period,
and except for such latent defects specified by Tenant within such eleven (11)
month period, the taking of possession by Tenant shall be deemed conclusively to
establish that Landlord's construction obligations with respect to the Building
have been completed in accordance with the plans and
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specifications approved by Landlord and Tenant and that the Building, to the
extent of Landlord's construction obligations with respect thereto, is in good
and satisfactory condition.
5. Rental Payments.
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(a) Commencing on the First Floor Rental Commencement Date with
respect to the Rentable Floor Area on the first floor of the Building and
commencing on the Second Floor Rental Commencement Date with respect to the
Rentable Floor Area on the second floor of the Building, and continuing
thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent
due and payable under this Lease. As used in this Lease, the term "Rent"
shall mean the Base Rental and any other amounts that Tenant assumes or
agrees to pay under the provisions of this Lease that are owed to Landlord,
including without limitation any and all other sums that may become due by
reason of any default of Tenant or failure on Tenant's part to comply with
the agreements, terms, covenants and conditions of this Lease to be
performed by Tenant. Base Rental shall be due and payable in twelve (12)
equal installments on the first day of each calendar month, commencing on
the applicable Rental Commencement Date and continuing thereafter
throughout the Lease Term and any extensions or renewals thereof, and
Tenant hereby agrees to pay such Rent to Landlord at Landlord's address as
provided herein (or such other address as may be designated by Landlord
from time to time) monthly in advance. Tenant shall pay all Rent and other
sums of money as shall become due from and payable by Tenant to Landlord
under this Lease at the times and in the manner provided in this Lease,
without demand, set-off or counterclaim except as expressly otherwise
permitted by the terms of this Lease.
(b) If the applicable Rental Commencement Date is other than the first
day of a calendar month or if this Lease terminates on other than the last
day of a calendar month, then the installments of Base Rental for such
month or months shall be prorated on a daily basis and the installment or
installments so prorated shall be paid in advance.
6. Base Rental. From and after the First Floor Rental Commencement Date
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Tenant shall pay to Landlord a base annual rental (herein called "Base Rental")
for each Lease Year equal to the Base Rental Rate set forth for such Lease Year
in Article 1(i) above multiplied by the Rentable Floor Area on the first floor
of the Building. From and after the Second Floor Rental Commencement Date
Tenant shall pay to Landlord Base Rental for each Lease Year equal to the Base
Rental Rate set forth for such Lease Year in Article 1(i) above multiplied by
the Rentable Floor Area on the second floor of the Building. The combined
Rentable Floor Area on the first and second floors of the Building is set forth
in Article 1(f) above. As used in this Lease, the term "Lease Year" shall mean
each twelve month period during the Lease Term, provided, however, the first
Lease Year shall commence on the applicable Rental Commencement Date first
occurring and shall end on the last day of the twelfth (12th) full calendar
month after the applicable Rental Commencement Date last occurring. Each
subsequent Lease Year shall commence on the date immediately following the last
day of the preceding Lease Year and shall continue for a period of twelve (12)
months, except that the last Lease Year of the Lease Term shall terminate on the
date this Lease expires or is otherwise terminated.
7. Net Lease. It is the purpose and intent of Landlord and Tenant
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that, except as expressly provided in Article 8(a) hereof, the Rent payable
hereunder shall be absolutely and unconditionally net to the Landlord, so that
this Lease shall yield, net to the Landlord, the Base Rental specified in
Article 6 hereof in each Lease Year during the Lease Term of this Lease, as such
Base Rental may be adjusted during the Extended Terms as provided in Special
Stipulation 1 hereof. Except to the extent specifically provided in this Lease,
no happening, event, occurrence or situation during the Lease Term of this
Lease,
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whether foreseen or unforeseen, and however extraordinary, shall permit Tenant
to quit or surrender the Building or shall relieve Tenant from its liability to
pay the Rent under this Lease, or shall relieve Tenant from any of its
obligations under this Lease.
8. Taxes.
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(a) Commencing on the applicable Rental Commencement Date first
occurring and thereafter during the Lease Term of this Lease, Tenant shall
pay directly to the applicable taxing authority, at least ten (10) days
prior to the date same shall become due and payable, all ad valorem taxes,
Community Development District taxes, general and special assessments
(including, without limitation, all assessments for public improvements or
benefits commenced or completed during the Lease Term of this Lease),
transit taxes, water and sewer taxes, rates and rent, excises, levies,
license and permit fees and other fees, taxes, impositions and charges of
every kind and nature whatsoever, general and special, foreseen and
unforeseen, extraordinary as well as ordinary (hereinafter collectively
referred to as "Taxes") which shall or may be charged, levied, laid,
assessed, imposed, become due or payable, or liens upon or for, or with
respect to (i) the Project or any part thereof, or any personal property,
appurtenances or equipment owned by Tenant thereon or therein or any part
thereof, (ii) the rent received for any use or occupancy of the Building
(except that Landlord shall be responsible for the current seven percent
(7%) Florida sales tax on rent as hereinafter provided), (iii) such
franchise, licenses and permits as may pertain to the use of the Building,
(iv) any documents to which Tenant is a party, creating or transferring an
interest in the Building or this Lease, (v) this Lease, and (vi) the use or
occupancy of the Building or any part thereof by Tenant or any subtenant,
together with all interest and penalties thereon, under or by virtue of all
present or future laws, ordinances, requirements, orders, directives, rules
or regulations of the federal, state and county governments and all other
governmental authorities whatsoever (all of which shall also be included in
the term "Taxes" as heretofore defined). The term "Taxes" shall not include
the current seven percent (7%) Florida sales tax on rentals, it being
agreed that Landlord shall be responsible for the payment of the current
seven percent (7%) Florida sales tax on the Rent payable by Tenant under
this Lease, but if the Florida sales tax shall ever be increased to an
amount in excess of seven percent (7%), Tenant shall be responsible for the
amount of the excess, and if the Florida sales tax shall ever be reduced to
an amount less than seven percent (7%), the Base Rental payable by Tenant
each month during the period of any such reduction of the Florida sales tax
shall be decreased to the amount that will net to Landlord the same amount
of Base Rental that would be retained by Landlord if the Florida sales tax
remained at seven percent (7%). The term "Taxes" shall also not include
excess profits taxes, franchise taxes, gift taxes, capital stock taxes,
inheritance and succession taxes, estate taxes, federal, state and local
income taxes, and other taxes to the extent applicable to Landlord's
general or net income (as opposed to rents, receipts or income from the
Building). Landlord shall forward copies of all bills or statements for
taxes to Tenant promptly upon receipt thereof by Landlord. In the event
Landlord shall at any time receive a refund or rebate of any Taxes paid by
Tenant hereunder or any economic development incentive grant based upon any
Taxes paid by Tenant hereunder, Landlord shall promptly pay to Tenant the
amount of such refund or rebate of Taxes or grant received by Landlord,
provided that no event of default by Tenant has occurred and is continuing.
(b) In the event any special assessments may at the option of the
taxpayer be paid in installments (whether or not interest accrues on the
unpaid balance of the assessments), Tenant may exercise the option to pay
such assessments (and any accrued interest on the unpaid balance of such
assessments) in installments, and in that event, Tenant will pay to the
applicable taxing authority the installments that become due after the
applicable Rental Commencement Date first
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occurring and thereafter during the Lease Term of this Lease at least ten
(10) days prior to the date that same become due.
(c) Tenant will have the right to contest the amount or validity, in
whole or in part, of any Taxes by appropriate proceedings diligently
conducted in good faith, only after paying the Taxes or posting such
security as Landlord may reasonably require in order to protect the
Building against loss or forfeiture. Upon the termination of those
proceedings, Tenant will pay the amount of the Taxes or part of the Taxes
as finally determined, the payment of which may have been deferred during
the prosecution of the proceedings, together with any costs, fees,
interest, penalties or other related liabilities. Landlord will not be
required to join in any contest or proceedings unless the provisions of any
law or regulations then in effect require the proceedings be brought by or
in the name of Landlord. In that event, Landlord will join in the
proceedings or permit them to be brought in its name; however, Landlord
will not be subjected to any liability for the payment of any costs or
expenses in connection with any contest or proceedings, and Tenant will
indemnify Landlord against and save Landlord harmless from any of those
costs and expenses.
(d) If the Second Floor Rental Commencement Date should occur before
or after the First Floor Rental Commencement Date, Landlord and Tenant
shall effect an appropriate proration of the Taxes attributable to the
period between the first occurring Rental Commencement Date and the second
occurring Rental Commencement Date based on a Rentable Floor Area basis.
9. Tenant Taxes. Tenant shall pay promptly when due all taxes directly or
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indirectly imposed or assessed upon Tenant's gross sales, business operations,
machinery, equipment, trade fixtures and other personal property or assets,
whether such taxes are assessed against Tenant, Landlord or the Building. In the
event that such taxes are imposed or assessed against Landlord or the Building,
Landlord shall furnish Tenant with all applicable tax bills, public charges and
other assessments or impositions and Tenant shall forthwith pay the same either
directly to the taxing authority.
10. Payments. All payments of Rent and other payments to be made to
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Landlord shall be made on a timely basis and shall be payable to Landlord or as
Landlord may otherwise designate. All such payments shall be mailed or
delivered to Landlord's Address designated in Article 1(b) above or at such
other place as Landlord may designate from time to time in writing. If mailed,
all payments shall be mailed in sufficient time and with adequate postage
thereon to be received in Landlord's account by no later than the due date for
such payment. Tenant agrees to pay to Landlord Fifty Dollars ($50.00) for each
check presented to Landlord in payment of any obligation of Tenant which is not
paid by the bank on which it is drawn, together with interest from and after the
due date for such payment at the rate of twelve percent (12%) per annum on the
amount due.
11. Late Charges. Any Rent or other amounts payable to Landlord under this
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Lease, if not paid by the seventh (7/th/) day of the month for which such Rent
is due, or by the due date specified on any invoices from Landlord for any other
amounts payable hereunder, shall incur a late charge of Five Hundred Dollars
($500.00) for Landlord's administrative expense in processing such delinquent
payment and in addition thereto shall bear interest at the rate of twelve (12%)
per annum from and after the due date for such payment. In no event shall the
rate of interest payable on any late payment exceed the legal limits for such
interest enforceable under applicable law.
12. Utilities and Services. Commencing on the First Floor Rental
----------------------
Commencement
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Date with respect to the first floor of the Building and commencing on the
Second Floor Rental Commencement Date with respect to the second floor of the
Building and thereafter during the Lease Term of this Lease, Tenant shall be
responsible for and shall pay the cost of all cleaning and janitorial services
provided to the Building and the Project, and Tenant shall pay the appropriate
suppliers for all water, sewer, gas, electricity, light, heat, telephone,
television cable, rubbish removal, power, and other utilities and services used
by Tenant at the Project, whether or not the services are billed directly to
Tenant. Tenant shall also be responsible for all charges for such utilities and
services used or consumed by Tenant at the Project prior to the applicable
Rental Commencement Date. Commencing on the first occurring Rental Commencement
Date and thereafter during the Lease Term of this Lease, Tenant will also pay
the ▇▇▇▇▇▇▇ Island Plantation's Owners' Association dues payable by Landlord as
owner of the Project, together with such other costs and expenses incurred by
Landlord as "owner" of the Project under and pursuant to any private restrictive
covenants applicable to the Property. The share of the foregoing costs which are
applicable to the Project shall be determined in accordance with the applicable
agreement or declarations encumbering the Property. The obligation of Tenant to
pay for such services and utilities supplied or provided during the Lease Term
of this Lease shall survive the expiration or earlier termination of this Lease.
13. Use Rules. The Building shall be used for executive, general
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administrative, office space, business service center and other similar purposes
and no other purposes and in accordance with all applicable laws, ordinances,
rules and regulations of governmental authorities, all private restrictive
covenants applicable to the Project, all nationally recognized industry
standards applicable to such uses and the Rules and Regulations attached hereto
as Exhibit "F" and made a part hereof. Tenant covenants and agrees to abide by
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the Rules and Regulations in all respects as now set forth and attached hereto
or as hereafter reasonably promulgated by Landlord. Landlord shall have the
right at all times during the Lease Term to publish and promulgate and
thereafter enforce such rules and regulations or reasonable changes in the
existing Rules and Regulations as it may reasonably deem necessary to protect
the tenantability, safety, operation, and welfare of the Building and the
Project. Landlord shall enforce the Rules and Regulations in a
nondiscriminatory manner.
14. Alterations. Except for any initial improvement of the Building
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pursuant to Exhibit "D", which shall be governed by the provisions of said
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Exhibit "D", and except for the installation of "Tenant's Equipment" (as
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hereinafter defined) pursuant to Exhibit "G", which shall be governed by the
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provisions of Exhibit "G", and except for "Permitted Alterations" (as
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hereinafter defined), Tenant shall not make, suffer or permit to be made any
alterations, additions or improvements to or of the Building or any part
thereof, or attach any fixtures or equipment thereto (collectively, an
"Alteration") without first obtaining Landlord's written consent, which consent
shall not be unreasonably withheld. Except for Tenant's trade fixtures and
personal property which are readily removable and Tenant's Equipment (as defined
in Section 10 of Exhibit "G" attached hereto), all such alterations, additions
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and improvements shall become Landlord's property at the expiration or earlier
termination of the Lease Term and shall remain with the Building without
compensation to Tenant unless Landlord elects by notice to Tenant at the time of
granting consent (or, with respect to Permitted Alterations, unless Landlord
elects by notice to Tenant within thirty (30) days after Tenant's request for
such election by Landlord for the applicable Permitted Alterations; provided,
however, that if such request is not made by Tenant within thirty (30) days
after completion of the applicable Permitted Alteration, Landlord may elect by
notice to Tenant at any time thereafter) to have Tenant remove such alterations,
additions and improvements, in which event, notwithstanding any contrary
provisions respecting such alterations, additions and improvements contained in
Article 29 hereof, Tenant shall promptly restore, at its sole cost and expense,
the Building to its condition prior to the installation of such alterations,
additions and improvements, normal wear and tear excepted. The following
alterations are referred to as "Permitted Alterations": any Alteration or
related series of Alterations if such Alteration or related series of
Alterations: (i) are nonstructural; (ii) do not cause any violation of and do
not require any change in any certificate of occupancy applicable to the
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Building; (iii) do not cause any change in the outside appearance of the
Building, do not weaken or impair the structure of the Building and do not
reduce the value of the Building or the Project; (iv) do not affect the proper
functioning of the Building equipment; and (v) do not cost in excess of
$50,000.00. Tenant shall give Landlord prior notice of any Permitted
Alteration, and upon completion of any Permitted Alteration (other than
decorations), Tenant shall deliver to Landlord three (3) copies of the "as-
built" plans for such Permitted Alteration.
15. Repairs.
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(a) Landlord shall maintain in good order and repair, subject to
normal wear and tear and subject to casualty and condemnation as provided
in Articles 22 and 32, respectively, the roof, foundation, and structural
portions of the interior structural columns and walls and the exterior
structural walls, the exterior windows, the Building's parking lot,
driveways, and light poles. Notwithstanding the foregoing obligation, the
cost of any repairs or maintenance to the foregoing necessitated by the
intentional acts or negligence of Tenant or its agents, contractors,
employees, licensees, subtenants or assigns, shall be borne solely by
Tenant and shall be deemed Rent hereunder and shall be reimbursed by Tenant
to Landlord within thirty (30) days of notice of such demand. Except as
expressly set forth above in this Article 15(a), Landlord shall not be
required to make any repairs or improvements to the Building except for any
initial improvements to the Building pursuant to the provisions of Exhibit
"D" and except structural repairs necessary for safety and tenantability
and except for the correction of punchlist items and latent defects
pursuant to the provisions of Article 4 hereof.
(b) Tenant covenants and agrees that it will take good care of the
Building and all alterations, additions and improvements thereto, including
the mechanical, electrical, plumbing and fire safety systems within the
Building, and will keep and maintain the same in good condition and repair,
except for normal wear and tear, damage by fire or other casualty, and
repairs which are the responsibility of Landlord under Article 15(a) above.
Tenant shall also maintain the curbs, the sidewalks, the exterior lighting
(excluding the light poles), landscaping, irrigation systems, fences,
utility lines from the property line of the Land to and within the
Building, and other exterior elements of the Project in good order,
condition and repair. Tenant shall keep the landscaped areas planted, the
lawns cut, shrubbery trimmed, and windows cleaned in an aesthetically
pleasing manner. All lawn areas shall be timely mowed and edged at least
once a week during the growing season of March through October and as
needed to keep an even, well groomed appearance during the months of
November through February. Lawn areas shall be watered and fertilized at
such times and in such quantities as required to keep the grass alive and
attractive and shall be kept reasonably free of weeds. All trees, plants
and ground cover shall be timely and properly trimmed (including the
removal of dead wood) according to their plant culture and the landscape
design and shall be watered and fertilized at such times and in such
quantities as are required to keep them alive and attractive. All exterior
areas of the Project shall be kept free at all times from debris and
papers, and, except for natural areas, shall be kept free at all times from
excessive leaves, branches and trash of all kinds. Tenant shall promptly
report, in writing, to Landlord any defective or dangerous condition known
to Tenant. Except for Tenant's rights as set forth in Article 19(e), to the
fullest extent permitted by law, Tenant hereby waives all rights to make
repairs at the expense of Landlord or in lieu thereof to vacate the
Building as may be provided by any law, statute or ordinance now or
hereafter in effect. Landlord has no obligation and has made no promise to
alter, remodel, improve, repair, decorate or paint the Building or any part
thereof, except as specifically and expressly herein set forth.
-8-
16. Landlord's Right of Entry. Landlord shall retain duplicate keys to all
-------------------------
doors of the Building and Landlord and its agents, employees and independent
contractors shall have the right to enter the Building at reasonable hours to
inspect and examine same, to make repairs, additions, alterations, and
improvements, to exhibit the Building to mortgagees, prospective mortgagees,
purchasers or, within twelve (12) months prior to the end of the Lease Term,
tenants, and to inspect the Building to ascertain that Tenant is complying with
all of its covenants and obligations hereunder; provided, however, that Landlord
shall, except in case of emergency, have the right to enter only with the prior
knowledge of Tenant and such entry shall be during Tenant's normal business
hours (unless Tenant otherwise consents to entry during other hours, which
consent Tenant agrees not to unreasonably withhold or delay), and Tenant shall
have the right in such case to have a representative of Tenant accompany
Landlord and its agents, contractors and employees while they are within the
Building. Landlord shall be allowed to take into and through the Building any
and all materials that may be required to make such repairs, additions,
alterations or improvements. During such time as such work is being carried on
in or about the Building, the Rent provided herein shall not ▇▇▇▇▇, and Tenant
waives any claim or cause of action against Landlord for damages by reason of
interruption of Tenant's business or loss of profits therefrom because of the
prosecution of any such work or any part thereof; provided and on the condition
that Landlord shall use all reasonable and diligent efforts to minimize the
disruption of Tenant's business and to protect Tenant's property during such
times.
17. Insurance.
---------
(a) Tenant shall either self insure or procure at its expense and
maintain throughout the Lease Term a policy or policies of all-risk
insurance insuring the full replacement cost of its furniture, equipment,
supplies, Tenant's Equipment, and other property owned, leased, held or
possessed by it and contained in the Building or otherwise located within
the Project. Tenant shall also shall procure at its expense and maintain
throughout the Lease Term a policy or policies of worker's compensation
insurance as required by applicable law. Tenant shall also procure at its
expense and maintain throughout the Lease Term a policy or policies of
insurance, insuring Tenant, Landlord, Landlord's managing agent and
Landlord's mortgagee, if any, against any and all liability for injury to
or death of a person or persons and for damage to property occasioned by or
arising out of any construction or installation work being done by Tenant
or Tenant's contractors on the Building or elsewhere in the Project
(including the installation of Tenant's Equipment), or arising out of the
condition, use, or occupancy of the Building, or in any way occasioned by
or arising out of the activities of Tenant, its agents, contractors or
employees in the Building, or other portions of the Building or the
Project, and of Tenant's guests and licensees while they are in the
Building, the limits of such policy or policies to be in combined single
limits for both damage to property and personal injury and in amounts not
less than Five Million Dollars ($5,000,000) for each occurrence. Such
insurance shall, in addition, extend to any liability of Tenant arising out
of the indemnities provided for in this Lease. All insurance policies
procured and maintained by Tenant pursuant to this Article 17 shall name
Landlord and any additional parties designated by Landlord as additional
insured, shall be carried with companies licensed to do business in the
State of Florida having a rating from Best's Insurance Reports of not less
than A-/X, and shall be non-cancelable and not subject to material change
except after at least twenty (20) days' written notice to Landlord. Duly
executed certificates of insurance with respect to such policies shall be
delivered to Landlord prior to the date Tenant enters the Building for the
installation of its improvements, trade fixtures, furniture or Tenant's
Equipment (as defined in Exhibit "G" attached hereto), and certificates
----------
evidencing renewals of such policies shall be delivered to Landlord at
least thirty (30) days prior to the expiration of each respective policy
term.
-9-
(b) Landlord shall procure at its expense (but with the expense to be
reimbursed by Tenant as herein provided) and shall thereafter maintain
throughout the Lease Term a policy or policies of all-risk (including rent
loss coverage) real and personal property insurance with respect to the
Building (including the leasehold improvements, but excluding the Tenant's
Equipment and Tenant's other personal property and equipment), insuring
against loss or damage by fire and such other risks as are from time to
time included in a standard form of all-risk policy of insurance available
in the State of Florida, subject to a reasonable deductible amount
reasonably approved by Tenant (Tenant hereby acknowledging that a $25,000
deductible amount is reasonable). Said Building and improvements shall be
insured for the benefit of Landlord in an amount not less than the full
replacement costs thereof as determined from time to time by the insurance
company (and such insurance may provide for a reasonable deductible).
Landlord shall also procure at its expense (but with the expense to be
reimbursed by Tenant as herein provided) and shall thereafter maintain
throughout the Lease Term a policy or policies of commercial general
liability insurance insuring against the liability of Landlord arising out
of the maintenance, use and occupancy of the Project, with limits of such
policy or policies to be in combined single limits for both damage to
property and personal injury and in amounts not less than Five Million
Dollars ($5,000,000.00) for each occurrence, subject to a reasonable
deductible amount reasonably approved by Tenant (Tenant hereby
acknowledging that a $25,000 deductible amount is reasonable). Such
insurance required herein shall be issued by an insurance company licensed
to do business in the State of Florida having a rating from Best Insurance
Reports of not less than A-/X. Any insurance required to be carried by
Landlord hereunder may be carried under blanket policies covering other
properties of Landlord and/or its partners and/or their respective related
or affiliated corporations so long as such blanket policies provide
insurance at all times for the Project as required by this Lease. Upon
reasonable request from Tenant, Landlord will provide a certificate of
insurance evidencing the maintenance of the insurance required herein.
Tenant agrees that Tenant shall reimburse Landlord for the costs of all
insurance maintained by Landlord under this Article 17(b) attributable to
the period from and after the first occurring Rental Commencement Date, and
Tenant shall make payment of such costs of insurance to Landlord within
fifteen (15) days after Tenant shall receive request for payment thereof
from Landlord accompanied by copies of the invoices or premium statements
evidencing the amount of such costs.
18. Waiver of Subrogation. Landlord and Tenant shall each have included in
---------------------
all policies of fire, extended coverage, business interruption and loss of rents
insurance respectively obtained by them covering the Building and contents
therein, a waiver by the insurer of all right of subrogation against the other
in connection with any loss or damage thereby insured against. Any additional
premium for such waiver shall be paid by the primary insured. To the full extent
permitted by law, Landlord and Tenant each waives all right of recovery against
the other for, and agrees to release the other from liability for, loss or
damage to the extent such loss or damage is covered by valid and collectible
insurance in effect at the time of such loss or damage or would be covered by
the insurance required to be maintained under this Lease by the party seeking
recovery.
19. Default.
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(a) The following events shall be deemed to be events of default by
Tenant under this Lease: (i) Tenant shall fail to pay any installment of
Rent or any other charge or assessment against Tenant pursuant to the terms
hereof within ten (10) days after receipt by Tenant of notice in writing
from Landlord; provided, however, such notice and such grace period shall
be required to be provided by Landlord and shall be accorded Tenant if
necessary, only two (2) times during any consecutive twelve (12) month
period of the Lease Term, and in the event of default shall be
-10-
deemed to have immediately occurred upon the third failure by Tenant to
make a timely payment as aforesaid within any consecutive twelve (12) month
period of the Lease Term, it being intended by the parties hereto that such
notice and such grace period shall protect against infrequent unforeseen
clerical errors beyond the control of Tenant, and shall not protect against
Tenant's lack of diligence of planning in connection with its obligation to
make timely payment of rent and other amounts due hereunder; (ii) Tenant
shall fail to comply with any term, provision, covenant or warranty made
under this Lease by Tenant, other than the payment of the Rent or any other
charge or assessment payable by Tenant, and shall not cure such failure
within thirty (30) days after notice thereof to Tenant provided, however,
in the case of a failure or breach which is capable of being remedied by
Tenant but which cannot with due diligence be remedied by Tenant within a
period of thirty (30) days, if Tenant proceeds as promptly as may be
reasonably possible after the service of such notice and with all due
diligence to remedy the failure or breach and thereafter to prosecute the
remedying of such failure or breach with all due diligence, Tenant shall
have an additional period of time, not to exceed ninety (90) days (for a
total of one hundred twenty (120) days from the service of such notice), in
which to effect such cure; (iii) Tenant or any guarantor of this Lease
shall make a general assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts as they become due, or
shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or
insolvent, or shall file a petition in any proceeding seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, or shall file an answer admitting or fail timely to contest the
material allegations of a petition filed against it in any such proceeding;
(iv) a proceeding is commenced against Tenant or any guarantor of this
Lease seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future
statute, law or regulation, and such proceeding shall not have been
dismissed or discharged within sixty (60) days after the commencement
thereof; (v) a receiver or trustee shall be appointed for the Building or
for all or substantially all of the assets of Tenant or of any guarantor of
this Lease; (vi) Tenant shall fail to take possession of the Building as
provided in this Lease; (vii) Tenant shall do or permit to be done anything
which creates a lien upon the Building or the Project and such lien is not
removed or discharged by bond or otherwise (or by the posting of such
security with Landlord as Landlord shall determine, in Landlord's
reasonable discretion) within thirty (30) days after the filing thereof;
(viii) Tenant shall fail to return a properly executed instrument to
Landlord in accordance with the provisions of Article 25 hereof within the
time period provided for such return following Landlord's request for same
as provided in Article 25; or (ix) Tenant shall fail to return a properly
executed estoppel certificate to Landlord in accordance with the provisions
of Article 26 hereof within the time period provided for such return
following Landlord's request for same as provided in Article 26.
(b) Upon the occurrence of any of the aforesaid events of default
(Landlord and Tenant acknowledging that certain events of default as
defined in Article 19[a] cannot occur without the written notice from
Landlord expressly provided for with respect to such events of default in
Article 19[a]), Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever: (i)
terminate this Lease, in which event Tenant shall immediately surrender the
Building to Landlord and if Tenant fails to do so, Landlord may without
prejudice to any other remedy which it may have for possession or
arrearages in Rent, enter upon and take possession of the Building and
expel or remove Tenant and any other person who may be occupying said
Building or any part thereof without being liable for prosecution or any
claim of damages therefor; Tenant hereby agreeing to pay to Landlord on
demand the amount of all loss and damage which Landlord may suffer by
reason of such termination, whether through inability to relet the Building
on satisfactory terms or
-11-
otherwise; (ii) terminate Tenant's right of possession (but not this Lease)
and enter upon and take possession of the Building and expel or remove
Tenant and any other person who may be occupying said Building or any part
thereof, by entry, dispossessory suit or otherwise, without thereby
releasing Tenant from any liability hereunder, without terminating this
Lease, and without being liable for prosecution or any claim of damages
therefor and, if Landlord so elects, make such alterations, redecorations
and repairs as, in Landlord's judgment, may be necessary to relet the
Building, and Landlord may, but shall be under no obligation to do so,
relet the Building or any portion thereof in Landlord's or Tenant's name,
but for the account of Tenant, for such term or terms (which may be for a
term extending beyond the Lease Term) and at such rental or rentals and
upon such other terms as Landlord may reasonably deem advisable, with or
without advertisement, and by private negotiations, and receive the rent
therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any,
between all Rent reserved hereunder and the total rental applicable to the
Lease Term hereof obtained by Landlord re-letting, and Tenant shall be
liable for Landlord's expenses in redecorating and restoring the Building
and all costs incident to such re-letting, including broker's commissions
and lease assumptions, and in no event shall Tenant be entitled to any
rentals received by Landlord in excess of the amounts due by Tenant
hereunder; or (iii) enter upon the Building without being liable for
prosecution or any claim of damages therefor, and do whatever Tenant is
obligated to do under the terms of this Lease; and Tenant agrees to
reimburse Landlord on demand for any expenses including, without
limitation, reasonable attorneys' fees which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease and Tenant
further agrees that Landlord shall not be liable for any damages resulting
to Tenant from such action, except for damage to property or injury to
persons to the extent caused by the gross negligence or willful misconduct
of Landlord. If Landlord shall reenter the Building and take possession
from Tenant without terminating this Lease, provided that Tenant has
vacated the Building and is not contesting Landlord's right to the
possession of the Building, Landlord will use reasonable efforts to relet
the Building and thereby mitigate the damages which Landlord shall incur.
Tenant hereby agrees that Landlord's agreement to use reasonable efforts to
relet the Building in order to mitigate Landlord's damages shall not be
deemed to impose upon Landlord any obligation to relet the Building for any
purpose other than the uses permitted under this Lease or to any tenant who
is not financially capable of performing the duties and obligations imposed
upon Tenant under this Lease with respect to the portion of the Building
leased by such tenant. If this Lease is terminated by Landlord as a result
of the occurrence of an event of default, Landlord may declare to be due
and payable immediately, the present value (calculated with a discount
factor of eight percent [8%] per annum) of the difference between (x) the
entire amount of Rent and other charges and assessments which in Landlord's
reasonable determination would become due and payable during the remainder
of the Lease Term determined as though this Lease had not been terminated
(including, but not limited to, increases in Rent pursuant to this Lease),
and (y) the then fair market rental value of the Building for the remainder
of the Lease Term. Upon the acceleration of such amounts, Tenant agrees to
pay the same at once, together with all Rent and other charges and
assessments theretofore due, at Landlord's address as provided herein, it
being agreed that such payment shall not constitute a penalty or forfeiture
but shall constitute liquidated damages for Tenant's failure to comply with
the terms and provisions of this Lease (Landlord and Tenant agreeing that
Landlord's actual damages in such event are impossible to ascertain and
that the amount set forth above is a reasonable estimate thereof).
(c) Pursuit of any of the foregoing remedies shall not preclude
pursuit of any other remedy herein provided or any other remedy provided by
law or at equity, nor shall pursuit of any remedy herein provided
constitute an election of remedies thereby excluding the later election of
an alternate remedy, or a forfeiture or waiver of any Rent or other charges
and
-12-
assessments payable by Tenant and due to Landlord hereunder or of any
damages accruing to Landlord by reason of violation of any of the terms,
covenants, warranties and provisions herein contained. No reentry or taking
possession of the Building by Landlord or any other action taken by or on
behalf of Landlord shall be construed to be an acceptance of a surrender of
this Lease or an election by Landlord to terminate this Lease unless
written notice of such intention is given to Tenant. Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an
event of default shall not be deemed or construed to constitute a waiver of
such default. In determining the amount of loss or damage which Landlord
may suffer by reason of termination of this Lease or the deficiency arising
by reason of any reletting of the Building by Landlord as above provided,
allowance shall be made for the expense of repossession. Tenant agrees to
pay to Landlord all costs and expenses incurred by Landlord in the
enforcement of this Lease, including, without limitation, the reasonable
fees of Landlord's third party attorneys as provided in Article 23 hereof.
(d) The abandonment or vacation of the Building shall not be an event
of default by Tenant under this Lease, but in the event Tenant shall
abandon or vacate the Building for more than ninety (90) days, unless due
to a casualty, condemnation or remodeling (which remodeling is being
diligently prosecuted), Landlord may, at any time while such abandonment or
vacation of the Building is continuing, notify Tenant of Landlord's
election to terminate this Lease, in which event this Lease shall terminate
on the date so selected by Landlord in Landlord's written election to
terminate this Lease, and on the date so set forth in Landlord's written
election, this Lease shall terminate and come to an end as though the date
selected by Landlord were the last day of the natural expiration of the
Lease Term; provided, however, that no such termination shall affect or
limit any obligations or liabilities of Tenant arising or accruing under
this Lease prior to the effective date of any such termination; and
provided further that Tenant may rescind Landlord's election by (i)
notifying Landlord in writing, within ten (10) days after receipt of
Landlord's written election to terminate this Lease, that Tenant will
reoccupy the Building for business purposes and (ii) in fact, so
reoccupying the Building for business purposes within sixty (60) days
thereafter.
(e) If Landlord shall default in the performance of any of its
obligations under this Lease in a way which materially and adversely
affects the use or tenantability of the Building (including but not limited
to a failure to cure Punch List Items or latent defects within the
applicable time periods set forth in Article 4 of this Lease), and such
default shall continue for thirty (30) days after notice from Tenant
specifying Landlord's default (except that if such default cannot be cured
within said thirty [30] day period, this period shall be extended for a
reasonable additional time, provided that Landlord commences to cure such
default within the thirty [30] day and proceeds diligently thereafter to
effect such cure and completes such cure as promptly as reasonably possible
under all the circumstances), Tenant may, without prejudice to any of its
other rights under this Lease, correct or cure such default by Landlord and
invoice Landlord the cost and expenses incurred by Tenant therefor, and
Landlord shall reimburse Tenant within thirty (30) days following receipt
of such invoice.
20. Waiver of Breach. No waiver of any breach of the covenants,
----------------
warranties, agreements, provisions, or conditions contained in this Lease shall
be construed as a waiver of said covenant, warranty, provision, agreement or
condition or of any subsequent breach thereof, and if any breach shall occur and
afterwards be compromised, settled or adjusted, this Lease shall continue in
full force and effect as if no breach had occurred.
-13-
21. Assignment and Subletting. Tenant shall not, without the prior written
-------------------------
consent of Landlord, assign this Lease or any interest herein or in the
Building, or mortgage, pledge, encumber, hypothecate or otherwise transfer or
sublet the Building or any part thereof or permit the use of the Building by any
party other than Tenant. Consent to one or more such transfers or subleases
shall not destroy or waive this provision, and all subsequent transfers and
subleases shall likewise be made only upon obtaining the prior written consent
of Landlord. Without limiting the foregoing prohibition, in no event shall
Tenant assign this Lease or any interest herein, whether directly, indirectly or
by operating of law, or sublet the Building or any part thereof or permit the
use of the Building or any part thereof by any party (i) if the proposed
assignee or subtenant is a party who would (or whose use would) detract from the
character of the Building as a first-class building, such as, without
limitation, a dental, medical or chiropractic office or a governmental office,
(ii) if the proposed use of the Building shall involve an occupancy rate of more
than one (1) person per 100 square feet of Rentable Floor Area within the
Building, or (iii) if the proposed assignment or subletting shall be to a
governmental subdivision or agency or any person or entity who enjoys diplomatic
or sovereign immunity. Notwithstanding the foregoing prohibition, Tenant shall
have the right, without the consent of Landlord but with prior notice to
Landlord, to assign this Lease or sublet the entire Premises to an entity which
is more than fifty percent (50%) owned, directly or indirectly, by Tenant, or to
an entity which directly or indirectly owns more than fifty percent (50%) of
Tenant, or to an entity which is more than fifty percent (50%) owned, directly
or indirectly, by an entity which itself owns, directly or indirectly, more than
fifty percent (50%) of Tenant. No assignment of this Lease or subletting of the
Building shall relieve Tenant of any liability arising under this Lease.
Sublessees or transferees of the Building for the balance of the Lease Term
shall become directly liable to Landlord for all obligations of Tenant
hereunder, without relieving Tenant (or any guarantor of Tenant's obligations
hereunder) of any liability therefor, and Tenant shall remain obligated for all
liability to Landlord arising under this Lease during the entire remaining Lease
Term including any extensions thereof, whether or not authorized herein. If
Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary
or by operation of law, of partners owning a controlling interest in the Tenant
shall be deemed a voluntary assignment of this Lease and subject to the
foregoing provisions. If Tenant is a corporation, any dissolution, merger,
consolidation or other reorganization of Tenant, or the sale or transfer of a
controlling interest in the capital stock of Tenant, shall be deemed a voluntary
assignment of this Lease and subject to the foregoing provisions. Landlord may,
as a prior condition to considering any request for consent to an assignment or
sublease (when Landlord's consent is required), require Tenant to obtain and
submit current financial statements of any proposed subtenant or assignee. In
the event Landlord consents to an assignment or sublease, Tenant shall pay to
Landlord a fee to cover Landlord's reasonable accounting costs plus any legal
fees incurred by Landlord as a result of the assignment or sublease, not to
exceed $2,500.00. Any consideration, in excess of the Rent and other charges and
sums due and payable by Tenant under this Lease, paid to Tenant by any assignee
of this Lease for its assignment, or by any sublessee under or in connection
with its sublease (when Landlord's consent is required), or otherwise paid to
Tenant by another party for use and occupancy of the Building or any portion
thereof, shall be retained by Tenant and Landlord shall have no right or claim
thereto as against Tenant. No assignment of this Lease consented to by Landlord
shall be effective unless and until Landlord shall receive an original
assignment and assumption agreement, in form and substance reasonably
satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee,
whereby the assignee assumes due performance of this Lease to be done and
performed for the balance of the then remaining Lease Term of this Lease. No
subletting of the Building, or any part thereof, shall be effective unless and
until there shall have been delivered to Landlord an agreement, in form and
substance reasonably satisfactory to Landlord, signed by Tenant and the proposed
sublessee, whereby the sublessee acknowledges the right of Landlord to continue
or terminate any sublease, in Landlord's sole discretion, upon termination of
this Lease, and such sublessee agrees to recognize and attorn to Landlord in the
event that Landlord elects under such circumstances to continue such sublease.
-14-
22. Destruction.
-----------
(a) If the Building are damaged by fire or other casualty, the same
shall be repaired or rebuilt as speedily as practical under the
circumstances at the expense of the Landlord (except that Tenant shall bear
the cost of repairs and rebuilding to the extent of the deductibles under
Landlord's insurance policy), unless this Lease is terminated as provided
in this Article 21, and during the period required for restoration, a just
and proportionate part of Base Rental shall be abated until the Building is
repaired or rebuilt.
(b) If the Building is damaged or destroyed by fire or other casualty,
Landlord shall give Tenant written notice (the "Repair Notice") within
thirty (30) days after the date of the casualty specifying Landlord's
reasonable estimate of the time period to complete the repairs of such
damage or destruction. If the Building is (i) damaged to such an extent
that repairs cannot, in Landlord's good faith judgment, be completed within
one hundred eighty (180) days after the date of the casualty or (ii)
damaged or destroyed as a result of a risk which is not insured under
standard fire insurance policies with extended coverage endorsement, or
(iii) damaged or destroyed during the last six (6) months of the Lease
Term, or if the Building is damaged in whole or in part, to such an extent
that the Building cannot, in Landlord's good faith judgment, be operated
economically as an integral unit, then and in any such event Landlord may
at its option terminate this Lease by notice in writing to the Tenant
within thirty (30) days after the date of such occurrence. If the Building
is damaged to such an extent that repairs cannot, in Landlord's good faith
judgment, be completed within one hundred eighty (180) days after the date
of the casualty or if the Building is substantially damaged during the last
six (6) months of the Lease Term, then in either such event Tenant may
elect to terminate this Lease by notice in writing to Landlord within ten
(10) days after the date of the Repair Notice. Unless Landlord or Tenant
elects to terminate this Lease as hereinabove provided, this Lease will
remain in full force and effect and Landlord shall repair such damage at
its expense to the extent required under this Article as expeditiously as
possible under the circumstances. If Landlord, subject to force majeure and
subject to delays caused by Tenant, does not restore the Premises as
required in this Article 22(b) within the time period herein set forth,
Tenant may terminate this Lease at any time thereafter [and Rent shall be
accounted for as of the date of termination (as of the date of the fire or
other casualty with respect to the damaged portion)], prior to the date
such restoration is substantially completed, provided (i) Tenant gives
Landlord not less than thirty (30) days prior written notice, and (ii)
Landlord does not complete the restoration during such thirty (30) day
period.
(c) If Landlord should elect or be obligated pursuant to subparagraph
(a) above to repair or rebuild because of any damage or destruction,
Landlord's obligation shall be limited to the original Building and the
leasehold improvements in the Building and shall not extend to Tenant's
Equipment or any furniture, equipment, supplies or other personal property
owned or leased by Tenant, its employees, contractors, invitees or
licensees. If the cost of performing such repairs exceeds the actual
proceeds of insurance paid or payable to Landlord (or which would have been
payable to Landlord had Landlord maintained the insurance required by this
Lease to be maintained by Landlord on account of such casualty), or if
Landlord's mortgagee or the lessor under a ground or underlying lease shall
require that any insurance proceeds from a casualty loss be paid to it,
Landlord may terminate this Lease unless Tenant, within thirty (30) days
after demand therefor, deposits with Landlord a sum of money sufficient to
pay the difference between the cost of repair and the proceeds of the
insurance available to Landlord for such purpose.
-15-
(d) In no event shall Landlord be liable for any loss or damage
sustained by Tenant by reason of casualties mentioned hereinabove or any
other accidental casualty.
23. Attorneys' Fees. In the event Landlord or Tenant defaults in the
---------------
performance of any of the terms, agreements or conditions contained in this
Lease and the non-defaulting party places the enforcement of this Lease, or any
part thereof, or the collection of any Rent due or to become due hereunder, or
recovery of the possession of the Building, in the hands of an attorney, or
files suit upon the same, and should such non-defaulting party prevail in such
suit, the defaulting party, to the extent permitted by applicable law, agrees to
pay the non-defaulting party all reasonable attorney's fees actually incurred by
the non-defaulting party.
24. Time. Time is of the essence of this Lease and whenever a certain day
----
is stated for payment or performance of any obligation of Tenant or Landlord,
the same enters into and becomes a part of the consideration hereof.
25. Subordination, Attornment and Non-Disturbance.
---------------------------------------------
(a) Existing Security Deeds or Underlying Leases. Landlord represents
--------------------------------------------
and warrants to Tenant that (i) as of the date of this Lease, Landlord has
a valid contract to acquire fee simple title to the Land, (ii) Landlord
shall acquire fee simple title to the Land prior to the date Landlord shall
commence construction of the Building on the Land, and (iii) as of the
later of the date of this Lease or the date Landlord acquires fee simple
title to the Land, the Land is (or will be) free and clear of any
mortgages, deeds to secure debt, deeds of trust or other such financing
instruments (each a "Security Deed") or any ground or underlying leases,
except for Security Deeds as to which Landlord has obtained for the benefit
of Tenant a non-disturbance agreement as provided in Article 25(b) below.
(b) Subordination. Tenant agrees that within ten (10) business days
-------------
after receipt of a written request from the Landlord, from the holder or
proposed holder of any Security Deed or from the lessor or proposed lessor
under any underlying lease, Tenant shall execute a subordination, non-
disturbance and attornment agreement ("non-disturbance agreement")
subordinating this Lease to the interest of such holder or lessor and their
respective heirs, successors and assigns. The holder of any such Security
Deed or the lessor under any such underlying lease shall agree in such
nondisturbance agreement that, so long as Tenant complies with all of the
terms and conditions of this Lease and is not in default hereunder beyond
the period of cure of such default as provided herein, such holder or
lessor or any person or entity acquiring the interest of the Landlord under
this Lease as a result of the enforcement of such Security Deed or lease or
deed in lieu thereof (the "Successor Landlord") shall not take any action
to disturb Tenant's possession of the Building during the remainder of the
Lease Term and any extension or renewal thereof and the Successor Landlord
shall recognize all of Tenant's rights under this Lease, despite any
foreclosure, lease termination or other action by such holder or lessor,
including, without limitation, the taking of possession of the Building or
any portion thereof by the Successor Landlord or the exercise of any
assignment of rents by the holder or lessor. In any such non-disturbance
agreement, Tenant shall agree to give the holder of the Security Deed (or,
in the case of an underlying lease, the lessor thereunder) notice of
defaults by Landlord hereunder (but only to the address previously supplied
to Tenant in writing) at the same time as such notice is given to Landlord
and time periods to cure such defaults which are the same as those granted
to Landlord hereunder (which time period shall run from and after such
notice is given to such holder or lessor), and Tenant shall further agree
that any Successor
-16-
Landlord shall not be personally liable for any accrued obligation of the
former landlord, or for any act or omission of the former landlord, whether
prior to or after such enforcement proceedings, nor be subject to any
counterclaims which shall have accrued to Tenant against the former
landlord prior to the date upon which such Successor Landlord shall become
the owner of the Building. Such non-disturbance agreement shall also
provide for the attornment by Tenant to the Successor Landlord and shall
provide that such Successor Landlord shall not be (a) subject to any
offsets which the Tenant might have against the former landlord; or (b)
bound by any Base Rental or any other payments which the Tenant under this
Lease might have paid for more than one (1) month in advance to any former
landlord under this Lease. Landlord will join in the signing of the non-
disturbance agreement, and such non-disturbance agreement will be in the
form suitable for recording in the deed records of Clay County, Florida.
(c) Election by Mortgagee. If the holder of any Security Deed or any
---------------------
lessor under a ground or underlying lease elects to have this Lease
superior to its Security Deed or lease and signifies its election in the
instrument creating its lien or lease or by separate instrument recorded in
connection with or prior to a foreclosure, or in the foreclosure deed
itself, then this Lease shall be superior to such Security Deed or lease.
26. Estoppel Certificates. Within thirty (30) days after request therefor
---------------------
by Landlord, Tenant agrees to execute and deliver to Landlord in recordable form
an estoppel certificate addressed to Landlord, any mortgagee or assignee of
Landlord's interest in, or purchaser of, the Building or any part thereof,
certifying (if such be the case) that this Lease is unmodified and is in full
force and effect (and if there have been modifications, that the same is in full
force and effect as modified and stating said modifications); that there are no
defenses or offsets against the enforcement thereof or stating those claimed by
Tenant; and stating the date to which Rent and other charges have been paid.
Such certificate shall also include such other information as may reasonably be
required by such mortgagee, proposed mortgagee, assignee, purchaser or Landlord.
Any such certificate may be relied upon by Landlord, any mortgagee, proposed
mortgagee, assignee, purchaser and any other party to whom such certificate is
addressed. Tenant shall not be required to provide any such certificate more
than twice per calendar year.
27. Cumulative Rights. All rights, powers and privileges conferred
-----------------
hereunder upon the parties hereto shall be cumulative to, but not restrictive
of, or in lieu of those conferred by law.
28. Holding Over. If Tenant remains in possession after expiration or
------------
termination of the Lease Term with or without Landlord's written consent, Tenant
shall become a tenant-at-sufferance, and there shall be no renewal of this Lease
by operation of law. During the period of any such holding over, all provisions
of this Lease shall be and remain in effect except that the monthly rental shall
be one hundred fifty percent (150%) of the amount of Rent (including any
adjustments as provided herein) payable for the last full calendar month of the
Lease Term including renewals and extensions. The inclusion of the preceding
provisions of this Article 28 in this Lease shall not be construed as Landlord's
consent for Tenant to hold over except as expressly set forth in this Article
28.
29. Surrender of Premises. Upon the expiration or other termination of
---------------------
this Lease, Tenant shall quit and surrender to Landlord the Building and every
part thereof and all alterations, additions and improvements thereto, broom
clean and in good condition and state of repair, except only reasonable wear and
tear, damage by fire or other casualty, and repairs which are the responsibility
of Landlord. Tenant shall remove Tenant's trade fixtures, Tenant's Equipment,
and all personalty and other equipment not attached to the Building which it has
placed upon the Building, and Tenant shall repair all damage to the Building,
Building or Project caused by the removal of such property. If Tenant shall fail
or refuse to
-17-
remove all of Tenant's effects, personalty, Tenant's Equipment, and other
equipment from the Building upon the expiration or termination of this Lease for
any cause whatsoever or upon the Tenant being dispossessed by process of law or
otherwise, such effects, personalty, Tenant's Equipment, and other equipment
shall be deemed conclusively to be abandoned and may be appropriated, sold,
stored, destroyed or otherwise disposed of by Landlord without obligation to
account for them. Tenant shall pay Landlord on demand any and all expenses
incurred by Landlord in the removal of such property, including, without
limitation, the cost of repairing any damage to the Building or Project caused
by the removal of such property and storage charges (if Landlord elects to store
such property). The covenants and conditions of this Article 29 shall survive
any expiration or termination of this Lease.
30. Notices. All notices required or permitted to be given hereunder shall
-------
be in writing and may be delivered in person to either party or may be sent by
courier or by United States Mail, certified, return receipt requested, postage
prepaid. Any such notice shall be deemed received by the party to whom it was
sent (i) in the case of personal delivery or courier delivery, on the date of
delivery to such party, and (ii) in the case of certified mail, the date receipt
is acknowledged on the return receipt for such notice or, if delivery is
rejected or refused or the U.S. Postal Service is unable to deliver same because
of changed address of which no notice was given pursuant hereto, the first date
of such rejection, refusal or inability to deliver. All such notices shall be
addressed to Landlord or Tenant at their respective address set forth
hereinabove or at such other address as either party shall have theretofore
given to the other by notice as herein provided.
31. Damage or Theft of Personal Property. All Tenant's Equipment, trade
------------------------------------
fixtures, personal property, and other equipment brought into Building by
Tenant, or Tenant's employees or business visitors, shall be at the risk of
Tenant only, and Landlord shall not be liable for theft thereof or any damage
thereto occasioned by any act of invitees or other users of the Building or any
other person, unless such theft or damage is the result of the act of Landlord
or its employees and Landlord is not relieved therefrom by Article 18 hereof.
Unless caused by the negligence of Landlord or its employees, Landlord shall not
at any time be liable for damage to any such property in or upon the Building or
Project which results from power surges or other deviations from the constancy
of the electrical service or from gas, smoke, water, rain, ice or snow which
issues or leaks from or forms upon any part of the Building or from the pipes or
plumbing work of the same, or from any other place whatsoever.
32. Eminent Domain.
--------------
(a) If all or part of the Building shall be taken for any public or
quasi-public use by virtue of the exercise of the power of eminent domain
or by private purchase in lieu thereof, this Lease shall terminate as to
the part so taken as of the date of taking, and, in the case of a partial
taking, either Landlord or Tenant shall have the right to terminate this
Lease as to the balance of the Building by written notice to the other
within thirty (30) days after such date.
(b) If this Lease is terminated under the provisions of this Article
32, Rent shall be apportioned and adjusted as of the date of termination.
Tenant shall have no claim against Landlord or against the condemning
authority for the value of any leasehold estate or for the value of the
unexpired Lease Term provided that the foregoing shall not preclude any
claim that Tenant may have against the condemning authority for the
unamortized cost of leasehold improvements, to the extent the same were
installed at Tenant's expense (and not with the proceeds of the
Construction Allowance), or for loss of business, moving expenses or other
consequential damages, in accordance with subparagraph (d) below.
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(c) If there is a partial taking of the Building and this Lease is not
thereupon terminated under the provisions of this Article 32, then this
Lease shall remain in full force and effect, and Landlord shall, within a
reasonable time thereafter, repair or reconstruct the remaining portion of
the Building to the extent necessary to make the same a complete
architectural unit; provided that in complying with its obligations
hereunder Landlord shall not be required to expend more than the net
proceeds of the condemnation award which are paid to Landlord.
(d) All compensation awarded or paid to Landlord upon a total or
partial taking of the Building shall belong to and be the property of
Landlord without any participation by Tenant. Nothing herein shall be
construed to preclude Tenant from prosecuting any claim directly against
the condemning authority for loss of business, for damage to, and cost of
removal of, Tenant's Equipment, trade fixtures, furniture and other
personal property belonging to Tenant, and for the unamortized cost of
leasehold improvements to the extent same were installed at Tenant's
expense (and not with the proceeds of the Construction Allowance or Sign
Allowance). In no event shall Tenant have or assert a claim for the value
of any unexpired term of this Lease. Subject to the foregoing provisions of
this subparagraph (d), Tenant hereby assigns to Landlord any and all of its
right, title and interest in or to any compensation awarded or paid as a
result of any such taking.
33. Parties. The term "Landlord", as used in this Lease, shall include
-------
Landlord and its assigns and successors. It is hereby covenanted and agreed by
Tenant that should Landlord's interest in the Building cease to exist for any
reason during the Lease Term, then notwithstanding the happening of such event,
this Lease nevertheless shall remain in full force and effect, and Tenant hereby
agrees to attorn to the then owner of the Building. The term "Tenant" shall
include Tenant and its heirs, legal representatives and successors, and shall
also include Tenant's assignees and sublessees, if this Lease shall be validly
assigned or the Building sublet for the balance of the Lease Term or any
renewals or extensions thereof. In addition, Landlord and Tenant covenant and
agree that Landlord's right to transfer or assign Landlord's interest in and to
the Building, or any part or parts thereof, shall be unrestricted, and that in
the event of any such transfer or assignment by Landlord which includes the
Building, Landlord's obligations to Tenant thereafter arising hereunder shall
cease and terminate, and Tenant shall look only and solely to Landlord's
assignee or transferee for performance thereof.
34. Indemnification. Tenant hereby indemnifies Landlord from and agrees
---------------
to hold Landlord harmless against, any and all liability, loss, cost, damage or
expense, including, without limitation, court costs and reasonable attorney's
fees, imposed on Landlord by any person whomsoever, caused in whole or in part
by any negligent act or omission of Tenant, or any of its employees,
contractors, servants, agents, subtenants or assignees, or of Tenant's invitees
while such invitees are within the Project, except for such matters as are
caused by the gross negligence or willful misconduct of Landlord, its employees,
agents, contractors and subcontractors. Landlord hereby indemnifies Tenant from
and agrees to hold Tenant harmless against, any and all liability, loss, cost,
damage or expense, including, without limitation, court costs and reasonable
attorney's fees, imposed on Tenant by any person whomsoever, caused in whole or
in part by any negligent act or omission of Landlord, or any of its employees,
contractors, servants, agents, subtenants or assignees, or of Landlord's
invitees while such invitees are within the Project, except for such matters as
are caused by the gross negligence or willful misconduct of Tenant, its
employees, agents, contractors and subcontractors. The provisions of this
Article 34 shall survive any termination of this Lease.
35. Force Majeure. In the event of strike, lockout, labor trouble, civil
-------------
commotion, act of God, or any other cause beyond a party's control (collectively
"force majeure") resulting in the
-19-
Landlord's inability to supply the services or perform the other obligations
required of Landlord hereunder, then, except for the express rights of
termination granted to Tenant elsewhere in this Lease, this Lease shall not
terminate and Tenant's obligation to pay Rent and all other charges and sums due
and payable by Tenant shall not be affected or excused and Landlord shall not be
considered to be in default under this Lease. If, as a result of force majeure,
Tenant is delayed in performing any of its obligations under this Lease, other
than Tenant's obligation to pay Rent and all other charges and sums payable by
Tenant hereunder, Tenant's performance shall be excused for a period equal to
such delay and Tenant shall not during such period be considered to be in
default under this Lease with respect to the obligation, performance of which
has thus been delayed.
36. Landlord's Liability. Landlord shall have no personal liability with
--------------------
respect to any of the provisions of this Lease. If Landlord is in default with
respect to its obligations under this Lease, Tenant shall look for satisfaction
of Tenant's remedies, if any, solely to the equity of Landlord in and to the
Building and the Land described in Exhibit "A" hereto and to the proceeds of
-----------
Landlord's insurance policy or policies actually paid to Landlord and not
applied by Landlord by the applicable claim or to the restoration of the
Building as required by the terms of this Lease (unless same are not so applied
because such proceeds are required by the holder of a mortgage to be paid to it
to reduce the debt secured by such mortgage). It is expressly understood and
agreed that Landlord's liability under the terms of this Lease shall in no event
exceed the amount of its interest in and to said Land and Building and the
aforedescribed proceeds of insurance. In no event shall any partner of Landlord
nor any joint venturer in Landlord, nor any officer, director or shareholder of
Landlord or any such partner or joint venturer of Landlord be personally liable
with respect to any of the provisions of this Lease.
37. Landlord's Covenant of Quiet Enjoyment. Provided Tenant performs the
--------------------------------------
terms, conditions and covenants of this Lease, and subject to the terms and
provisions hereof, Landlord covenants and agrees to take all necessary steps to
secure and to maintain for the benefit of Tenant the quiet and peaceful
possession, occupancy and use of the Building, for the Lease Term, without
hindrance, claim or molestation by Landlord or any other person lawfully
claiming under Landlord.
38. Hazardous Substances.
--------------------
(a) Tenant hereby covenants and agrees that Tenant shall not cause or
permit any "Hazardous Substances" (as hereinafter defined) to be generated,
placed, held, stored, used, located or disposed of at the Project or any
part thereof, except for Hazardous Substances as are commonly and legally
used or stored as a consequence of using the Building for general office
and administrative purposes, but only so long as the quantities thereof do
not pose a threat to public health or to the environment or would
necessitate a "response action", as that term is defined in CERCLA (as
hereinafter defined), and so long as Tenant strictly complies or causes
compliance with all applicable governmental rules and regulations
concerning the use, storage, production, transportation and disposal of
such Hazardous Substances. For purposes of this Article 38, "Hazardous
Substances" shall mean and include those elements or compounds which are
contained in the list of Hazardous Substances adopted by the United States
Environmental Protection Agency (EPA) or in any list of toxic pollutants
designated by Congress or the EPA or which are defined as hazardous, toxic,
pollutant, infectious or radioactive by any other federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree
regulating, relating to or imposing liability (including, without
limitation, strict liability) or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at
any time hereinafter in effect (collectively "Environmental Laws"). Tenant
hereby agrees to indemnify Landlord and hold Landlord harmless from and
against any and all losses, liabilities, including strict liability,
damages, injuries, expenses, including reasonable attorneys' fees, costs
-20-
of settlement or judgment and claims of any and every kind whatsoever paid,
incurred or suffered by, or asserted against, Landlord by any person,
entity or governmental agency for, with respect to, or as a direct or
indirect result of, the presence in, or the escape, leakage, spillage,
discharge, emission or release from, the Building of any Hazardous
Substances (including, without limitation, any losses, liabilities,
including strict liability, damages, injuries, expenses, including
reasonable attorneys' fees, costs of any settlement or judgment or claims
asserted or arising under the Comprehensive Environmental Response,
Compensation and Liability Act ["CERCLA"], any so-called federal, state or
local "Superfund" or "Superlien" laws or any other Environmental Law);
provided, however, that the foregoing indemnity is limited to matters
arising solely from Tenant's violation of the covenant contained in this
Article. The obligations of Tenant under this Article shall survive any
expiration or termination of this Lease.
(b) Landlord warrants and represents to Tenant that, to the best
knowledge of Landlord after the conduct of reasonable diligence by
Landlord, the Land is, and as of the first occurring Rental Commencement
Date shall be, free of any contamination by Hazardous Substances, and there
is no reason to believe that there are any conditions concerning the Land
that would constitute a violation of any Environmental Laws. Landlord shall
furnish to Tenant copies of any and all environmental assessments prepared
for or furnished to Landlord in connection with Landlord's purchase and/or
financing of its purchase of the Land.
39. Submission of Lease. 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 Landlord and Tenant.
40. Severability. If any clause or provision of the Lease is illegal,
------------
invalid or unenforceable under present or future laws, the remainder of this
Lease shall not be affected thereby, and in lieu of each clause or provision of
this Lease which is illegal, invalid or unenforceable, there shall be added as a
part of this Lease a clause or provision as nearly identical to the said clause
or provision as may be legal, valid and enforceable.
41. Entire Agreement. This Lease contains the entire agreement of the
----------------
parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect. No failure of Landlord to exercise any power given Landlord hereunder,
or to insist upon strict compliance by Tenant with any obligation of Tenant
hereunder, and no custom or practice of the parties at variance with the terms
hereof, shall constitute a waiver of Landlord's right to demand exact compliance
with the terms hereof. No failure of Tenant to exercise any power given Tenant
hereunder, or to insist upon strict compliance by Landlord with any obligation
of Landlord hereunder, and no custom or practice of the parties at variance with
the terms hereof, shall constitute a waiver of Tenant's right to demand exact
compliance with the terms hereof. This Lease may not be altered, waived, amended
or extended except by an instrument in writing signed by Landlord and Tenant.
This Lease is not in recordable form, and Tenant agrees not to record or cause
to be recorded this Lease or any short form or memorandum thereof.
42. Headings. The use of headings herein is solely for the convenience of
--------
indexing the various paragraphs hereof and shall in no event be considered in
construing or interpreting any provision of this Lease.
43. Brokers. Tenant represents and warrants to Landlord that (except with
-------
respect to any Brokers identified in Article 1[o] hereinabove) no broker, agent,
commission salesperson, or other person has represented Tenant in the
negotiations for and procurement of this Lease and of the Building and that
(except with respect to any Brokers identified in Article 1[o] hereinabove) no
commissions, fees, or compensation of any kind are due and payable in connection
herewith to any broker, agent, commission salesperson, or other person as a
result of any act or agreement of Tenant. Tenant agrees to indemnify and hold
Landlord harmless from all loss, liability, damage, claim, judgment, cost or
expense (including reasonable attorneys' fees and court costs) suffered or
incurred by Landlord as a result of a breach by Tenant of the representation and
warranty contained in the immediately preceding sentence or as a result of
Tenant's failure to pay commissions, fees,or
-21-
compensation due to any broker who represented Tenant, whether or not disclosed,
or as a result of any claim for any fee, commission or similar compensation with
respect to this Lease made by any broker, agent or finder (other than the
Brokers identified in Article 1[o] hereinabove) claiming to have dealt with
Tenant. Tenant shall use reasonable efforts to cause any agent or broker
representing Tenant to execute a lien waiver to and for the benefit of Landlord,
waiving any and all lien rights with respect to the Building and Land which such
agent or broker has or might have under Florida law. Landlord agrees to
indemnify and hold Tenant harmless from all loss, liability, damage, claim,
judgment, cost or expense, (including reasonable attorney's fees and court
costs) suffered or incurred by Tenant as a result of Landlord's failure to pay
commissions, fees or compensation due to any broker who represented Landlord,
whether or not disclosed, with respect to this Lease, including any Brokers
identified in Article 1(o).
44. Governing Law. The laws of the State of Florida shall govern the
-------------
validity, performance and enforcement of this Lease. Tenant hereby submits to
the non-exclusive personal jurisdiction in the State of Florida, the courts
thereof and the United States District Courts sitting therein, for the
enforcement of this Lease, and Tenant hereby waives any and all personal rights
under the law of any jurisdiction to object on any basis (including, without
limitation, inconvenience of forum) to jurisdiction or venue within the State of
Florida for the purpose of litigation to enforce this Lease.
45. Special Stipulations. The special stipulations attached hereto as
--------------------
Exhibit "E" are hereby incorporated herein by this reference as though fully set
-----------
forth.
46. Authority. Each of the persons executing this Lease on behalf of
---------
Tenant does hereby personally represent and warrant that each person signing on
behalf of the corporation is an officer of the corporation and is authorized to
sign on behalf of the corporation. Tenant does hereby represent and warrant that
Tenant is a duly incorporated and validly existing corporation and is fully
authorized and qualified to do business in the State of Florida, that the
corporation has full right and authority to enter into this Lease, and that each
person signing on behalf of the corporation is an officer of the corporation and
is authorized to sign on behalf of the corporation. Upon the request of
Landlord, Tenant shall deliver to Landlord documentation satisfactory to
Landlord evidencing Tenant's compliance with this Article, and Tenant agrees to
promptly execute all necessary and reasonable applications or documents as
reasonably requested by Landlord, required by the jurisdiction in which the
Building is located, to permit the issuance of necessary permits and
certificates for Tenant's use and occupancy of the Building. Each of the persons
executing this Lease on behalf of Landlord does hereby personally represent and
warrant that each person signing on behalf of the corporate member of Landlord
is an officer of such corporation and is authorized to sign on behalf of such
corporation as member of Landlord. Landlord does hereby represent and warrant
that Landlord is a duly formed and validly existing limited liability company
and is fully authorized and qualified to do business in the State of Florida,
that the limited liability company has full right and authority to enter into
this Lease, and that each person signing on behalf of the corporate member of
Landlord is an officer of such corporation and is authorized to sign on behalf
of such corporation as member of Landlord.
47. 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.
-22-
Additional information regarding radon testing may be obtained from public
health units. Florida Statute 404.036(a).
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the day, month and year first above written.
ADEVCO CONTACT CENTERS JACKSONVILLE,
LLC, a Georgia limited liability company
By: ADEVCO Corporation, a Georgia corporation,
authorized member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: President
--------------------------------
"TENANT":
AMERICREDIT FINANCIAL SERVICES, INC.,
a Delaware corporation
By: /s/ [ILLEGIBLE]
-----------------------------------
Its: Sr. Vice President - Facilities
----------------------------------
Attest: ▇▇▇▇▇▇▇ ▇▇▇
-------------------------------
Its: Assistant Secretary
----------------------------------
(CORPORATE SEAL)
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