EXHIBIT 10.37
LEASE AGREEMENT BETWEEN
SHERIDAN PROFESSIONAL CENTRE, LTD., L.L.L.P.
AS LANDLORD, AND
NORTH POINTE FINANCIAL SERVICES, INC.
AS TENANT
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DATED JANUARY 4, 2005
BASIC LEASE INFORMATION
LEASE DATE: JANUARY 4, 2005
LANDLORD: SHERIDAN PROFESSIONAL CENTRE, LTD., L.L.L.P., a Florida
limited liability limited partnership.
TENANT: NORTH POINTE FINANCIAL SERVICES INC., a Michigan corporation.
LEASED PREMISES: SUITE No. 205 (the "LEASED PREMISES"), which contains 1,005
+/- square feet of net rentable area (the "NET RENTABLE
AREA"), as defined in the Leased Premises section of the
Lease, located in the office building commonly known as
SHERIDAN PROFESSIONAL CENTRE (the "BUILDING"), located at
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"PROPERTY"). The Leased Premises are outlined on the site
plan attached to the Lease as EXHIBIT A.
TERM: The "TERM" shall be THIRTY-EIGHT (38) MONTHS, commencing on
JANUARY 1, 2005 (the "COMMENCEMENT DATE"), and ending at 5:00
P.M. on the last day of the THIRTY-EIGHTH (38TH) full
calendar month following the Commencement Date, subject to
adjustment and earlier termination as provided in the Lease.
BASE RENT: As used herein, the term "BASE RENT" shall be the following
amounts for the following periods of time and based upon
1,005 square feet of Net Rentable Area:
ANNUAL
BASE RENT
PER SQUARE BASE RENT MONTHLY BASE
PERIOD FOOT FOR PERIOD RENT
------ ---- ---------- ----
MONTHS 1 - 2 $ 0.00 $ 0.00 $ 0.00
MONTHS 3 - 14 $ 17.00 $ 17,085.00 $ 1,423.75
MONTHS 15 -26 $ 17.68 $ 17,768.40 $ 1,480.70
MONTHS 27 -38 $ 18.39 $ 18.481.95 $ 1.540.16
As used herein, the term "LEASE MONTH" shall mean each
calendar month during the Term (and if the Commencement Date
does not occur on the first day of a calendar month, the
period from the Commencement Date to the first day of the
next calendar month shall be included in the first Lease
Month for purposes of determining the duration of the Term
and the monthly Base Rent rate applicable for such partial
month).
FIRST MONTH'S
BASE RENT: ONE THOUSAND FIVE HUNDRED NINE AND 18/100 DOLLARS
($1,509.18), which represents payment of Base Rent for the
first full calendar month of the Lease including State of
Florida six percent (6%) sale tax.
FIRST MONTH'S
ADDITIONAL RENTS: FOUR HUNDRED SIXTY-SIX AND 07/100 DOLLARS ($466.07), which
represents payment of Additional Rents for the first full
calendar month of the Lease including State of Florida six
percent (6%) sale tax.
SECURITY DEPOSIT: THREE THOUSAND EIGHT HUNDRED FORTY-TWO AND 46/100 DOLLARS
($3,842.46), which is the equivalent of TWO (2) months'
average Base Rent and Additional Rents.
RENT: As used herein, the term "RENT" shall mean Base Rent,
Tenant's Proportionate Share of Additional Rent and
Impositions, and all other sums that Tenant may owe to
Landlord or otherwise be required to pay under the Lease.
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PERMITTED USE: OFFICES FOR INSURANCE BUSINESS.
TENANT'S
PROPORTIONATE
SHARE: ONE POINT SEVEN ZERO PERCENT (1.70%), which is the percentage
obtained by dividing the 1,005 square feet of Net Rentable
Area in the Leased Premises by the 59,097 square feet of Net
Rentable Area in the Building. Landlord and Tenant stipulate
that the number of square feet of Net Rentable Area in the
Leased Premises and in the Building set forth above shall be
binding upon them.
INITIAL LIABILITY
INSURANCE AMOUNT: $2,000,000.00
TENANT
IMPROVEMENT
ALLOWANCE: None. The Landlord shall provide Tenant with the Leased
Premises improved as depicted on the space plan attached to
the Lease as EXHIBIT B.
RENEWAL OPTION: Provided no Event of Default exists and Tenant is occupying
the entire Leased Premises at the time of such election,
Tenant may renew this Lease for ONE (1) ADDITIONAL PERIOD OF
THREE (3) YEARS at the then market rate, by delivering
written notice of the exercise thereof to Landlord not
earlier than two hundred seventy (270) days or later than one
hundred eighty (180) days before the expiration of the Term.
If Tenant timely notifies Landlord of Tenant's acceptance of
its' option to renew, then, on or before the commencement
date of the extended Term, Landlord and Tenant shall execute
an amendment to this Lease extending the Lease Term on the
same terms provided in this Lease, except as follows:
(a) Tenant shall have no further renewal option unless
expressly granted by Landlord in writing; and
(b) Landlord shall lease to Tenant the Leased Premises in its
then-current condition, and Landlord shall not provide to
Tenant any allowances (e.g., moving allowance, construction
allowance, and the like) or other Tenant inducements.
TENANT'S ADDRESS: Prior to Commencement Date: Following Commencement Date:
North Pointe Financial North Pointe Financial
Services, Inc. Services, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇ Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
LANDLORD'S
ADDRESS: For all Notices: With a copy to:
▇▇▇▇▇▇▇▇ Group INTENTIONALLY OMITTED
Realty Management, Inc.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Property Manager Attention:
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone.
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇ Telecopy:
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The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.
LANDLORD:
WITNESSES: SHERIDAN PROFESSIONAL CENTRE, LTD.,
L.L.L.P. a Florida limited liability limited
partnership
/s/ ▇▇▇ ▇▇▇▇▇
--------------------------- By: Sheridan Professional Centre, Inc., a Florida
▇▇▇ ▇▇▇▇▇ corporation, its general partner
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III
--------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III
Title: Vice President
WITNESSES: TENANT:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ NORTH POINTE FINANCIAL SERVICES,
--------------------------- INC., a Michigan corporation
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ -----------------------------------
-------------------------- Name: B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President & COO
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SHERIDAN PROFESSIONAL CENTRE
STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") made and
entered into this 4th day of JANUARY, 2005, by and between SHERIDAN PROFESSIONAL
CENTRE, LTD., L.L.L.P. (hereinafter called "LANDLORD") whose address for the
purposes hereof is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, and NORTH POINTE FINANCIAL SERVICES, INC. (hereinafter called
"TENANT"), a Michigan corporation, whose address for purposes hereof is ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WITNESSETH:
LEASED PREMISES:
1. Subject to and upon the terms, provisions, covenants and conditions
hereinafter set forth, and each in consideration of the duties, covenants
and obligations of the other hereunder, LANDLORD does hereby lease, demise
and let to TENANT office space (hereinafter called the "Leased Premises")
in the building known as SHERIDAN PROFESSIONAL CENTRE (hereinafter called
the "Building"), located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter called the "Property"), such Leased Premises being more
particularly described as SUITE 205, which is comprised of 1,005 +/-
square feet of Net Rentable Area (hereinafter defined) located in the
Building as reflected on the floor plan of such Leased Premises attached
hereto as Exhibit "A" and made a part hereof identified by the signatures
or initials of LANDLORD and TENANT.
The term "Net Rentable Area" as used herein, shall refer to: (i) in the
case of a single-tenancy building, all space measured from the outside
surface of the outer glass of the building to the outside surface of the
opposite outer wall, including, but not limited to, all columns, inside
walls, and fixtures, and (ii) in the case of a multi-tenancy building, all
space within the outside surface of the outer wall and/or outer glass
enclosing the tenant occupied portion and measured to the midpoint of the
walls separating areas leased by or held for lease to other tenants,
including, but not limited to, all columns, inside walls, and fixtures.
No deduction from Net Rentable Areas is made for columns necessary to the
Building. The Net Rentable Areas in the Leased Premises and in the
Building have been calculated on the basis of the foregoing definition and
are hereby stipulated above as to the Leased Premises, whether the same
should be more or less as a result of minor variations resulting from
actual construction and completion of the Leased Premises for occupancy so
long as such work is done substantially in accordance with the approved
plans.
TERM:
2. This Lease shall be for the term of THIRTY-EIGHT (38) months commencing on
the FIRST day of JANUARY, 2005, (hereinafter called the "Commencement
Date") and ending the TWENTY-NINTH day of FEBRUARY, 2008, (hereinafter
referred to as the "Lease Term" or "Term") unless sooner terminated or
extended as provided herein. In the event the LANDLORD is unable to give
possession of the Leased Premises on the Commencement Date of the
aforesaid Lease Term by reason of the holding over of any prior tenant or
tenants or for any other reasons, an abatement or diminution of the rent
to be paid hereunder shall be allowed TENANT under such circumstances
until possession is given to TENANT. The Term of the Lease shall then
commence on the first day of the month of such occupancy. (Commencement
Date) and continue until the end of the Lease Term, which shall be
extended by the delay in occupancy. Said abatement or diminution in rent
shall be the full extent of LANDLORD'S liability to TENANT for any loss or
damage to TENANT on account of said delay in obtaining possession of the
Leased Premises. There shall be no delay in the commencement of the Term
of this Lease and/or payment of rent where TENANT fails to occupy the
Leased Premises when same are ready for occupancy, or when LANDLORD shall
be delayed in substantially completing such Leased Premises as a result
of:
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(a) TENANT'S failure to promptly approve working drawings and plans as
required, or;
(b) TENANT'S failure to approve cost estimates within one (1) week, or;
(c) TENANT'S failure to promptly select materials, finishes, or
installation, or;
(d) TENANT'S changes in plans (notwithstanding LANDLORD'S approval of
any such changes), or;
(e) Any other act of omission by TENANT or its agents, or failure to
promptly make other decisions necessary to the preparation of the
Leased Premises for occupancy.
The commencement of the Term and the payment of rent shall not be
affected, delayed or deferred on account of any of the foregoing. For the
purposes of this paragraph, the Leased Premises shall be deemed
substantially completed and ready for occupancy by TENANT when LANDLORD'S
Supervising Architect or Construction Manager certifies in writing that
the work required of LANDLORD, if any, has been substantially completed in
accordance with said approved plans and specifications.
Taking possession of the Leased Premises by TENANT shall be conclusive
evidence against TENANT that the Leased Premises were in good and
satisfactory condition when possession was taken. This Lease does not
grant any right to light or air over or about the Leased Premises or
Building.
If TENANT, with LANDLORD'S consent, shall occupy the Leased Premises prior
to the beginning of the Lease Term as specified above, all provisions of
this Lease shall be in full force and effect commencing upon such
occupancy, and rent for such period shall be paid by TENANT at the same
rate herein specified.
BASE RENT:
3. TENANT agrees to pay LANDLORD a total "Base Rental" of FIFTY-THREE
THOUSAND THREE HUNDRED THIRTY-FIVE AND 35/100 DOLLARS ($53,335.35) being
an annual Base Rental of SEVENTEEN THOUSAND EIGHTY-FIVE AND NO/100 DOLLARS
($17,085.00) in equal monthly installments of ONE THOUSAND FOUR HUNDRED
TWENTY-THREE AND 75/100 DOLLARS ($1,423.75) which is computed at a Base
Rental OF SEVENTEEN AND NO/100 DOLLARS ($17.00) per rentable square foot
per annum for each and every calendar month of the Term of this Lease,
subject to increases as outlined in the attached "Basic Lease
Information", in money of the United States of America, at the Management
Office of the Building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
LANDLORD, upon execution of this Lease by LANDLORD and TENANT, hereby
acknowledges receipt of payment by TENANT of the sum of ONE THOUSAND FIVE
HUNDRED NINE AND 18/100 DOLLARS ($1,509.18) representing payment of Base
Rent for the first full calendar month of this Lease, including sales tax.
The balance of the total Base Rent is payable in equal monthly
installments as specified above, on the first day of each month hereafter
ensuing the first payment of which shall be due and payable on the FIRST
of FEBRUARY, 2005. If the Term of this Lease commences on any day of a
month other than the first day, TENANT shall pay LANDLORD Base Rent as
provided for herein for such commencement month on a pro rata basis (such
proration to be based on the actual number of days in the commencement
month) and the first month's Base Rent paid by TENANT, if any, upon
execution of this Lease shall apply and be credited to the next full
month's Base Rent due hereunder. Base Rent for any partial month of
occupancy at the end of the Term of this Lease will be prorated, such
proration to be based on the actual number of days in the partial month.
In addition to Base Rental, TENANT shall and hereby agrees to pay to
LANDLORD each month a sum equal to any sales tax, tax on rentals, and any
other charges, taxes and/or impositions now in existence or hereafter
imposed based upon the privilege of renting the space leased hereunder or
upon the amount of rentals collected therefore. Nothing herein shall,
however, be taken to require TENANT to pay part of any federal and/or
state taxes on income imposed upon LANDLORD.
If TENANT'S Base Rent or any other "Additional Rents" (as such term is
hereinafter defined) shall be unpaid for more than TEN (10) BUSINESS DAYS
past its due date, then
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TENANT shall pay an administrative charge of ten percent (10%) of the
amount past due to LANDLORD. Any amounts remaining due and unpaid will
accrue interest at the maximum legally prevailing rate from the date that
the payment becomes due through the date paid. In the event that TENANT'S
check shall be dishonored by the bank for non-sufficient funds,
uncollected funds, or stop payment by TENANT, TENANT shall pay to
LANDLORD, an additional FIFTY DOLLARS AND NO CENTS ($50.00) or five
percent (5%) of the amount of the check, whichever is greater as allowable
by law.
ADDITIONAL RENTS:
4A. In addition to the Base Rent as provided above, the TENANT shall pay as
Additional Rents annual operating expenses (hereinafter called the
"Operating Expenses") in the amount of FIVE THOUSAND TWO HUNDRED
SEVENTY-SIX AND 25/100 DOLLARS ($5,276.25) payable in monthly installments
in equal monthly installments of FOUR HUNDRED THIRTY-NINE AND 69/100
DOLLARS ($439.69) which is computed at Base Year (which the parties hereto
agree shall be calendar year 2004) rate of FIVE AND NO/100 DOLLARS ($5.25)
per rentable square foot per annum for each and every calendar month of
the Term of this Lease, in money of the United States of America, at the
Management Office of the Building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
LANDLORD, upon execution of this Lease by LANDLORD and TENANT, hereby
acknowledges receipt of payment by TENANT of the sum of FOUR HUNDRED
SIXTY-SIX AND 07/100 DOLLARS ($466.07) representing payment of Operating
Expenses for the first full calendar month of this Lease, including sales
tax. The balance of the total Operating Expenses is payable in equal
monthly installments as specified above, on the first day of each month
hereafter ensuing the first payment of which shall be due and payable on
the FIRST of FEBRUARY, 2005. If the Term of this Lease commences on any
day of a month other than the first day, TENANT shall pay LANDLORD
Operating Expenses as provided for herein for such commencement month on a
pro rata basis (such proration to be based on the actual number of days in
the commencement month) and the first month's Operating Expenses paid by
TENANT, if any, upon execution of this Lease shall apply and be credited
to the next full month's Operating Expenses due hereunder. Operating
Expenses for any partial month of occupancy at the end of the Term of
this Lease will be prorated, such proration to be based on the actual
number of days in the partial month.
In the event the cost to the LANDLORD for the Operating Expenses of the
Property, as hereinafter defined, during any calendar year of the Lease
Term subsequent to the Base Year shall exceed the cost to the LANDLORD for
the Operating Expenses of the Property during the Base Year, then TENANT
shall pay to LANDLORD as Additional Rents TENANT'S "Proportionate Share"
(as such term is hereinafter defined) of the increase in such costs for
each calendar year, if any. LANDLORD shall notify TENANT within one
hundred twenty (120) days after the end of the Base Year and each calendar
year thereafter during the Term hereof, of the amount that is TENANT'S
Proportionate Share. The Proportionate Share shall be due and payable upon
receipt of the notice from LANDLORD of same. The Proportionate Share to be
paid by the TENANT shall be the percentage that the Net Rentable Area then
leased by the TENANT in the Building bears to the Total Net Rentable Area
contained in the Building, which is 59,097 rentable square feet. The
amount of such Additional Rents, if any, shall be determined in accordance
with the following formula: Net Rentable Area of the Leased Premises
divided by Total Net Rentable Area of the Building (the "Proportionate
Share") multiplied by any increase in Operating Expenses over the
Operating Expenses of the Base Year equals Additional Rents due from
TENANT except that such Additional Rents shall be prorated for any partial
calendar year following the commencement of the Lease Term.
The term "Operating Expenses" as used herein shall mean the cost of all
expenses, cost and disbursements of every kind and nature which LANDLORD
shall pay or become obligated to pay because of or in connection with the
ownership, maintenance and/or operation of the Property computed on the
accrual basis, but shall not include the replacement of capital investment
items and new capital improvements. By way of explanation and
clarification, but not by way of limitation, these Operating Expenses will
include the following:
a) Wages and salaries of all employees engaged in operation and
maintenance of the
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Property, employer's social security and Medicare taxes,
unemployment taxes or insurance, and any other taxes which may be
levied upon such wages and salaries and benefits, the cost of
disability and hospitalization insurance, the cost of worker's
compensation insurance and rental insurance customarily supplied by
LANDLORD, and any other insurance supplied by LANDLORD, pension or
retirement benefits, or any other fringe benefits for such
employees.
b) All supplies and materials used in the operation and maintenance of
the Property.
c) Cost of all utilities including water, sewer, electricity, gas, fuel
oil and such other energy sources, used by the Property and not
charged directly to another tenant.
d) Cost of customary property management fees and costs, common area
janitorial services, trash, garbage and bulk trash removal,
servicing, maintenance and/or monitoring of all systems and
equipment, including, but not limited to, plumbing, heating, air
conditioning, ventilating, lighting, electrical, security and fire
alarms, fire pumps, fire extinguishers, exit lights, painting,
window cleaning, landscaping and gardening, pest control,
maintenance and repair of the roof, maintenance and scaling of the
parking areas, fire protection, signage costs and service contracts,
and legal and accounting fees and costs.
e) Cost of casualty and liability insurance applicable to the Property
and LANDLORD'S personal property used in connection therewith.
f) All taxes, assessments and impositions, and governmental charges,
including real estate taxes, whether federal, state, county or
municipal, and whether they be taxing districts or authorities
presently taxing the Property, Building and/or Leased Premises or by
others, subsequently created or otherwise, and any other taxes,
assessments and impositions attributable to the Property or its
operation and maintenance excluding however, federal and state taxes
on income.
g) Cost of Capital Improvement items installed for the purpose of
reducing costs.
h) Cost of Sheridan Professional Centre Condominium Association Fees.
LANDLORD agrees to maintain accounting books and records reflecting
Operating Expenses of the Property in accordance with generally accepted
accounting principles.
In the event the Operating Expenses in any year after the Base Year are
reduced because of a major capital improvement or by the use of
automation, then the Operating Expenses for the Base Year shall be reduced
for the purpose of determining Additional Rents as though such improvement
or automation was in effect during the Base Year.
LANDLORD shall notify TENANT within one hundred twenty (120) days after
the end of the Base Year and each calendar year thereafter during the Term
hereof, of the amount which LANDLORD estimates (as evidenced by budgets
prepared by or on behalf of LANDLORD) will be the amount of TENANT'S
Proportionate Share of increases in Operating Expenses for the then
current calendar year and TENANT shall pay such sum in advance to LANDLORD
in equal monthly installments during the balance of said calendar year, on
the first day of each remaining month in said calendar year commencing on
the first day of the first month following TENANT'S receipt of such
notification. Within one hundred twenty (120) days following the end of
each calendar year after the Base Year, LANDLORD shall submit to TENANT a
statement showing the actual amount which should have been paid by TENANT
with respect to increases in Operating Expenses for the past calendar
year, the amount thereof actually paid during that year by TENANT with
respect to increases in Operating Expenses for the past calendar year, the
amount thereof actually paid during that year by TENANT and the amount of
the resulting balance due thereon, or overpayment thereof, as the case may
be. Said statement shall become final and conclusive between the parties,
their successors and assigns as to the matters set forth therein unless
LANDLORD receives written objections with respect thereto within said
thirty (30) day period. Any balance shown to be due pursuant to said
statement shall be paid by TENANT to LANDLORD within thirty (30) days
following TENANT'S receipt thereof and any overpayment shall be credited
against TENANT'S obligation to pay expected additional rent in connection
with anticipated increases in Operating Expenses or, if by reason of any
termination of the Lease no such future obligation exists, refunded to
TENANT. Anything herein to the contrary notwithstanding, TENANT shall not
delay or withhold payment of any balance shown to be due pursuant to a
statement rendered by LANDLORD to TENANT, pursuant to the terms hereof,
because of any objection which TENANT may raise with respect thereof and
LANDLORD shall credit any overpayment found
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to be owing to TENANT against TENANT'S Proportionate Share of increases in
Operating Expenses for the then current calendar year (and future calendar
years, if necessary) upon the resolution of said objection or, if at the
time of the resolution of said objection the Lease Term has expired,
refund to TENANT any overpayment to be owing to TENANT.
Additional Rents, due by reason of the provisions of this subparagraph 4A
for the final months of this Lease, is due and payable even though it may
not be calculated until a date subsequent to the termination date of this
Lease; the Operating Expenses for the calendar year during which the Lease
terminates shall be prorated according to that portion of said calendar
year that this Lease was actually in effect. TENANT expressly agrees that
LANDLORD, at LANDLORD'S sole discretion, may apply the Security Deposit
specified in Paragraph 7 hereof, if any, in full or partial satisfaction
of any Additional Rents due for the final months of this Lease by reason
of the provisions of this subparagraph 4A. If said Security Deposit is
greater than the amount of any such Additional Rents and there are no
other sums or amounts owed LANDLORD by TENANT by reason of any other
terms, provisions, covenants or conditions of this Lease, then LANDLORD
shall refund the balance of said Security Deposit to TENANT as provided in
Paragraph 7 hereof. Nothing herein contained shall be construed to relieve
TENANT, or imply that TENANT is relieved, of the liability for or the
obligation to pay any Additional Rents due for the final months of this
Lease by reason of the provisions of this Paragraph 4A if said Security
Deposit is less than such Additional Rents. If in any calendar year
following the Base Year, the increase in Operating Expenses is negative,
no Additional Rents is to be charged, but Additional Rents shall
nevertheless be collected at the previous year's rate and adjusted
thereafter.
4B. In the event that "Impositions" (as such term is hereinafter defined)
against the Property is increased during any calendar year of the Lease
Term subsequent to the Base Year over the amount of said Impositions
during the Base Year, then TENANT shall pay to LANDLORD, as Additional
Rents, TENANT'S proportionate share of the increases over the Base Year in
such Impositions for each subsequent calendar year, if any.
The term "Impositions" as used herein shall mean all impositions, taxes,
assessments (special or otherwise), water and sewer assessments and other
governmental liens or charges of any and every kind, nature and sort
whatsoever, ordinary and extraordinary, foreseen and unforeseen and
substitutes therefor, including all taxes whatsoever (except only those
taxes of the following categories: any inheritance, estate, succession,
transfer or gift taxes imposed upon LANDLORD or any income taxes
specifically payable by LANDLORD as a separate tax paying entity without
regard to LANDLORD'S income source as arising from or out of the Property)
attributable in any manner to the Property or the "Rents" (as such term is
hereinafter define) receivable therefrom, or any part thereof, or any use
thereon, or any facility located therein or used in conjunction therewith
or any charge or other payment required to be paid to any governmental
authority, whether or not any of the foregoing shall be designated "real
estate tax," "sales tax," "rental tax," "excise tax," "business tax," or
designated in any other manner.
LANDLORD shall notify TENANT, within one hundred twenty (120) days after
the end of the Base Year and each calendar year thereafter, of the amount
which (as evidenced by budgets prepared by or on behalf of LANDLORD) will
be the amount of TENANT'S Proportionate Share of increases in Impositions
for the then current calendar year and TENANT shall pay such sum to
LANDLORD in equal monthly installments during the balance of said calendar
year, in advance on the first day of each month commencing on the first
day of the first month following TENANT'S receipt of such notification.
Within one hundred twenty (120) days following the date on which LANDLORD
receives a tax ▇▇▇▇ or statement showing what the actual Impositions are
with respect to each calendar year, LANDLORD shall submit to TENANT a
statement, together with a copy of said ▇▇▇▇ or statement, showing the
actual amount to be paid by TENANT in the year in question with respect to
increases in Impositions for such year, the amount thereof theretofore
paid by TENANT and the amount of the resulting balance due thereon, or
overpayment thereof, as the case may be. Any balance shown to be due
pursuant to said statement shall be spread over the remaining months of
the year and be paid by TENANT to LANDLORD or after the close of the
calendar year within ten (10) days following TENANT'S receipt thereof and
any overpayment shall be credited against TENANT'S obligation to pay
such Additional Rents in connection with increased Impositions in later
years, or, if no such future obligation exists, be refunded to TENANT.
9
Additional Rents, due by reason of the provisions of this subparagraph 4B
for the final months of this Lease, shall be payable even though the
amount thereof is not determinable until subsequent to the termination of
the Lease; the Impositions for the calendar year during which the Lease
terminates shall be prorated according to that portion of said calendar
year that this Lease was actually in effect. TENANT expressly agrees that
LANDLORD, at LANDLORD'S sole discretion, may apply the Security Deposit
specified in Paragraph 7 hereof, if any, in full or partial satisfaction
of any Additional Rents due for the final months of this Lease by reason
of the provisions of this subparagraph 4B. If said Security Deposit is
greater than the amount of such Additional Rents and there are no other
sums or amounts owed LANDLORD by TENANT by reason of any other terms,
provisions, covenants or conditions of this Lease, then LANDLORD shall
refund the balance of said Security Deposit to TENANT as provided in
Paragraph 7 hereof. Nothing herein contained shall be construed to relieve
TENANT, or imply that TENANT is relieved, of the liability for or the
obligation to pay any Additional Rents due for the final months of this
Lease by reason of the provisions of this subparagraph 4B if said Security
Deposit is less than such Additional Rents, nor shall LANDLORD be required
to first apply said Security Deposit to such Additional Rents if there are
any other sums of amounts owed LANDLORD by TENANT by reason of any of the
terms, provisions, covenants or conditions of this Lease. If in any
calendar year following the Base Year the increase in Impositions is
negative, no Additional Rents is to be charged, but Additional Rents shall
be collected at the previous year's rate and adjusted thereafter.
4C. It is the intention of the parties hereto to provide that the TENANT shall
pay in advance of their due rent TENANT'S Proportionate Share of increases
in Operating Expenses and Impositions, collectively called the "Additional
Rents", and to share in reduction only by category to the end that an
increase in Operating Expenses and Impositions shall not be offset by a
decrease in taxes and impositions and vice versa. In no event shall the
Base Rent be reduced by reason of decreases in Operating Expenses and/or
Impositions. Failure of LANDLORD to provide the statements called for
hereunder within the time frame prescribed shall not relieve TENANT from
its obligations hereunder.
INCREASE IN BASE RENT:
5. See "Basic Lease Information" for Base Rent increases.
TIME OF PAYMENT:
6. TENANT agrees that TENANT will promptly pay said "Rents" (Base Rent as the
same may be adjusted from time to time pursuant to Paragraphs 3 and 5 and
Additional Rents) without written notice from LANDLORD, at the times and
place stated above; that TENANT will pay charges for work performed on
order of TENANT, and any other charges that accrue under this Lease; that,
if any part of the Rents or above mentioned charges shall remain due and
unpaid for seven (7) calendar days next after the same shall become due
and payable, LANDLORD shall have the option (in addition to all other
rights and remedies available to it by law and in equity) of declaring the
balance of the entire Rents for the entire Term of this Lease to be
immediately due and payable, and LANDLORD may then proceed to collect all
of the unpaid Rents called for by this Lease by distress or otherwise.
SECURITY DEPOSIT:
7. TENANT concurrently with the execution of this Lease, has deposited with
LANDLORD the sum of THREE THOUSAND EIGHT HUNDRED FORTY-TWO AND 46/100
DOLLARS ($3,842.46) representing two months' average Rents, the receipt of
which is hereby acknowledged by LANDLORD, which sum shall be retained by
LANDLORD as security for the payment by TENANT of the Rents and all other
payments herein agreed to be paid by TENANT, and for the faithful
performance by TENANT of the terms, provisions, covenants and conditions
of this Lease. It is agreed that LANDLORD, at LANDLORD'S option, may at
the time of any default by TENANT under any of the terms, provisions,
covenants or conditions of this Lease, apply said sum or any part thereof
toward the payment of the Rents and all other sums which are due and
payable by TENANT under this Lease, but such covenants and TENANT'S
liability under this Lease shall thereby be discharged only provided that
TENANT shall remain liable for any amounts that such sum shall be
insufficient to pay; that LANDLORD may
10
exhaust any and all rights and remedies against TENANT before resorting to
said sum, but nothing herein contained shall require or be deemed to
require LANDLORD to do so; that in the event this deposit shall be
returned by LANDLORD to TENANT within thirty (30) days next after the
expiration of the Term of this Lease or the determination and payment of
the amount due under Paragraph 4 of this Lease, if any, whichever later
occurs. LANDLORD shall not be required to pay TENANT any interest on said
Security Deposit. LANDLORD may co-mingle said Security Deposit with other
tenant's deposits, at the sole option of the LANDLORD. In the event that
the LANDLORD exercises its option to utilize the TENANT'S Security Deposit
for amounts due and payable to LANDLORD, TENANT agrees to replenish said
Security Deposit to the original amount required or any amount required
that is deemed adequate by LANDLORD. Upon sale of the Property by
LANDLORD, TENANT agrees to hold LANDLORD harmless for any amounts due to
TENANT and agrees to look to the new owner for said Security Deposit.
USE:
8. The TENANT will use and occupy the Leased Premises for the following use
or purpose and for no other use or purpose: OFFICES FOR INSURANCE
BUSINESS. TENANT shall supply LANDLORD with a current copy of all required
occupational and/or other license(s) prior to occupancy or within seven
(7) calendar days thereof. TENANT shall also furnish a copy of each yearly
renewal license(s) to the LANDLORD within seven (7) calendar days of
receipt of such license(s). Failure to submit copies to LANDLORD and/or
failure to obtain such occupational and/or other license(s) shall be
considered a breach of this Lease and TENANT shall hereby be in default of
this Lease.
QUIET ENJOYMENT:
9. Upon payment by TENANT of the Rents herein provided, and upon the
observance and performance of all terms, provisions, covenants and
conditions on TENANT'S part to be observed and performed, TENANT shall,
subject to all of the terms, provisions, covenants and conditions of this
Lease Agreement, peaceably and quietly hold and enjoy the Leased Premises
for the Term hereby demised.
INSURANCE PREMIUMS:
10. In the event the LANDLORD'S insurance premiums exceed the standard premium
rates because the nature of TENANT'S operation results in extra hazardous
exposure, then TENANT shall, upon receipt of appropriate invoices from
LANDLORD, reimburse LANDLORD for such increase in premiums. It is
understood and agreed between the parties hereto that any such increase in
premiums shall be considered as Rents due and shall be included in any
lien for Rents.
RULES AND REGULATIONS:
11. TENANT agrees to comply with all rules and regulations LANDLORD may adopt
from time to time for operation of the Property and parking areas and
protection and welfare of Property and parking areas, its tenants,
visitors and occupants. The present rules and regulations, which TENANT
hereby agrees to comply with, entitled "Rules and Regulations" are
attached hereto and are by this reference incorporated herein. Any future
rules and regulations shall become a part of this Lease, and TENANT hereby
agrees to comply with the same upon delivery of a copy thereof to TENANT,
provided the same do not materially deprive TENANT of its rights
established under this Lease. Notwithstanding anything contained in this
Lease to the contrary, Tenant covenants and agrees to fully comply with:
(i) all of the terms, covenants, conditions and restrictions of the
Declaration of Condominium (the "Declaration") for Sheridan Professional
Centre Condominium, recorded in Official Records Book _____, at Page______
of the Public Records of Broward County, Florida, all of which are hereby
incorporated herein by this reference, and (ii) all of the Rules and
Regulations (as defined in the Declaration) of the Sheridan Professional
Centre Condominium Association, as same may be in effect from
time-to-time.
11
GOVERNMENTAL REQUIREMENTS:
12. TENANT shall faithfully observe, in the use of the Leased Premises, all
municipal and county ordinances and codes and state and federal statutes
now in force or which may hereafter be in force.
SERVICES:
13. LANDLORD will furnish the following services to TENANT:
(A) Maintenance services for common areas only. TENANT is responsible
for services, maintenance and repair in their respective Leased
Premises. LANDLORD is not responsible for TENANT'S janitorial
services or any other services that TENANT may from time to time
require of TENANT'S space. Notwithstanding the foregoing, LANDLORD
shall be responsible for normal maintenance service to TENANT'S air
conditioning system.
(B) Electrical current for common area lighting, incidentals, and water
at those points of supply provided for general use of the Building's
tenants at all times and on all days throughout the year, subject to
any restrictions imposed by any governmental entity.
Such services shall be provided as long as the TENANT is not in default of
any of the terms, provisions, covenants and conditions of this Lease,
subject to interruption caused by repairs, renewals, improvements, changes
to service, alterations, strikes, lockouts, labor controversies, inability
to obtain power, accidents, breakdowns, catastrophes, national or local
emergencies, acts of God and conditions and causes beyond the control of
LANDLORD, and upon such happening(s), no claim for damages or abatement of
Rents for failure(s) to furnish any such services shall be made by the
TENANT or allowed by the LANDLORD.
TENANT WORK:
14. It is understood and agreed between the parties hereto that any charges
against TENANT by LANDLORD for services or for work done in or on the
Leased Premises by order of or for the benefit of the TENANT, or otherwise
accruing under this Lease, shall be considered as Rents due and shall be
included in any lien for Rents.
REPAIR OF LEASED PREMISES:
15. TENANT will, at TENANT'S own expense, keep the Leased Premises in good
repair and tenantable condition during the Lease Term and will replace at
its own expense any and all broken glass in and about said Leased
Premises.
TENANT will make no alterations, additions or improvements in or to the
Leased Premises without the written consent of LANDLORD, which shall not
be unreasonably withheld, but may be predicated upon, but not limited to,
TENANT'S use of contractors who are acceptable to LANDLORD; and all
additions, fixtures, carpet or improvements, except only office furniture
and fixtures which shall be readily removable without injury to the Leased
Premises, shall be and remain a part of the Leased Premises at the
expiration of this Lease unless otherwise required by LANDLORD.
It is further agreed that this Lease is made by the LANDLORD and accepted
by the TENANT with the distinct understanding and agreement that the
LANDLORD shall have the right and privilege to make and build additions to
the Building of which the Leased Premises are a part, and make such
alterations and repairs to said Building and/or Property as it may deem
wise and advisable without any liability to the TENANT therefore.
INDEMNIFICATION:
16. TENANT further agrees that TENANT, will pay all liens of contractors,
subcontractors, mechanics, laborers, materialmen, and other items of like
character, and will indemnify LANDLORD against all expenses, costs and
charges, including bond premiums for release of
12
liens and attorney's fees and costs reasonably incurred in and about the
defense of any suit in discharging the said Leased Premises or any part
thereof from any liens, judgments, or encumbrances caused or suffered by
TENANT. In the event any such lien shall be made or filed, TENANT shall
bond against or discharge the same within ten (10) days after the same has
been made or filed. It is understood and agreed between the parties hereto
that the expenses, costs and charges above referred to shall be considered
as Rents due and shall be included in any lien for Rents.
PARKING:
17. Pursuant to all the terms, provisions, covenants and conditions contained
herein, for the Term of this Lease, TENANT hereby leases from LANDLORD
FIVE (5) unassigned parking spaces in the Property's parking areas.
Location of said parking spaces shall be at the sole discretion of
LANDLORD. There is no additional charge for parking. The LANDLORD, at its
sole option, may assign parking spaces to TENANT, which LANDLORD reserves
the right to change the assigned location. TENANT acknowledges that it
will not park commercial trucks (excluding vans, pickup trucks and/or
sport utility vehicles) or allow commercial trucks to be parked on the
Property at any time without the express written consent of LANDLORD.
ESTOPPEL STATEMENT:
18. TENANT agrees that from time to time, upon not less than ten (10) days
prior request by LANDLORD, TENANT will deliver to LANDLORD a statement in
writing certifying (a) that this Lease is unmodified and in full force and
effect (or, if there have been modifications, that the Lease as modified
is in full force and effect and stating the modifications); (b) the dates
to which the Rents and other charges have been paid; and (c) that LANDLORD
is not in default under any provisions of this Lease, or if in default,
the nature thereof in detail.
SUBORDINATION:
19. If the Property, Building and/or Leased Premises are at any time subject
to a mortgage and/or deed of trust, and TENANT has received written notice
from mortgagee of same, then in any instance in which TENANT gives notice
to LANDLORD alleging default by LANDLORD hereunder, TENANT will also
simultaneously give a copy of such notice to the LANDLORD'S mortgagee and
the LANDLORD'S mortgagee shall have the right (but not the obligation) to
cure or remedy such default during the period that is permitted to
LANDLORD hereunder, plus an additional period of thirty (30) days, and
TENANT will accept such curative or remedial action (if any) taken by
LANDLORD'S mortgagee with the same effect as if such action had been taken
by LANDLORD.
This Lease shall, at LANDLORD'S option, which option may be exercised at
any time during the Lease Term, be subject and subordinate to any mortgage
and/or land lease now or hereafter encumbering the Property or Building.
This provision shall be self-operative without the execution of any
further instruments. Notwithstanding the foregoing, however, TENANT hereby
agrees to execute any instrument(s) which LANDLORD may deem desirable to
evidence the subordination of this Lease to any and all such mortgages.
ATTORNMENT:
20. In the event the interests of LANDLORD under this Lease shall be
transferred voluntarily or by reason of foreclosure or other proceedings
for enforcement of any first mortgage of the Leased Premises, TENANT shall
be bound to such transferee (herein sometimes called the "Purchaser") for
the balance of the Term hereof remaining, and any extensions or renewals
thereof which may be effective in accordance with the terms and provisions
hereof, with the same force and effect as if the Purchaser were the
LANDLORD under this Lease, and TENANT does hereby agree to attorn to the
Purchaser, including the mortgagee under any such mortgage if it be the
Purchaser, as its LANDLORD, said attornment to be effective and
self-operative without the execution of any further instruments upon the
Purchaser succeeding to the interest of the LANDLORD under this Lease. The
respective rights and obligations of TENANT and the Purchaser upon such
attornment, to the extent of the then remaining balance of the Term of
this Lease and any such extensions and renewals, shall be and are the same
as
13
those set forth herein. In the event of such transfer of LANDLORD'S
interests, LANDLORD shall be released and relieved from all liability and
responsibility thereafter accruing to TENANT under this Lease or otherwise
and LANDLORD'S successor by acceptance of Rents from TENANT hereunder
shall become liable and responsible to TENANT in respect to all
obligations of the LANDLORD under this Lease.
ASSIGNMENT:
21. Without the written consent of LANDLORD first obtained in each case,
TENANT shall not assign, transfer, mortgage, pledge, or otherwise encumber
or dispose of this Lease or underlet the Leased Premises or any part
thereof or permit the Leased Premises to be occupied by other persons. In
the event that TENANT shall assign, transfer, mortgage, pledge, or
otherwise dispose of this Lease or underlet the Leased Premises or any
part thereof or permit the Leased Premises to be occupied by other
persons, without the express written consent of the LANDLORD, it will be
deemed a breach of this Lease by TENANT and LANDLORD shall have all
remedies available to it, including, but not limited to, accelerating
payment of all Rents due and all future Rents due and payable under the
Lease. If this Lease be assigned, or if the Leased Premises or any part
thereof be underlet or occupied by anybody other than TENANT, the LANDLORD
may, after default by the TENANT, collect or accept Rents from the
assignee, under-tenant, or occupant and apply the net amount collected or
accepted to the Rents herein reserved, but no such collection or
acceptance shall be deemed a waiver of this covenant or the acceptance of
the assignee, under-tenant, or occupant as TENANT, nor shall it be
construed as or implied to be a release of the TENANT from the further
observance and performance by the TENANT of the terms, provisions,
covenants and conditions herein contained.
In lieu of consenting or not consenting, LANDLORD may, at its option, (i)
in the case of the proposed assignment or subletting of TENANT'S entire
leasehold interest, terminate this Lease in its entirety, or (ii) in the
case of the proposed assignment or subletting of a portion of the Leased
Premises, terminate this Lease as to that portion of the Leased Premises
which TENANT has proposed to assign or sublet, in the event LANDLORD
elects to terminate this Lease pursuant to clause (ii) of this paragraph,
TENANT'S obligations to Base Rent and Additional Rent shall be reduced in
the same proportion that the Net Rentable Area of the portion of the
Leased Premises taken by the proposed assignee or subtenant bears to the
total Net Rentable Area of the Leased Premises.
SUCCESSORS AND ASSIGNS:
22. All terms, provisions, covenants and conditions to be observed and
performed by TENANT shall be applicable to and binding upon TENANT'S
respective heirs, administration, executors, successors and assigns,
subject, however, to the restrictions as to assignment or subletting by
TENANT as provided herein. All expressed covenants of this Lease shall be
deemed to be covenants running with the land.
HOLD HARMLESS OF LANDLORD:
23. In consideration of said Leased Premises being leased to TENANT for the
above the Rents, TENANT agrees: (1) that TENANT, at all times, will
indemnify and keep LANDLORD harmless from all losses, damages, liabilities
and expenses, which may arise or be claimed against LANDLORD and be in
favor of any persons, firms or corporations, consequent upon or arising
from the use of occupancy of said Leased Premises by TENANT, or consequent
upon or arising from any acts, omissions, neglect or fault of TENANT, his
agents, servants, employees, licensees, visitors, customers, patrons or
invitees, or consequent upon or arising from TENANT'S failure to comply
with any laws, statutes, ordinances, codes or regulations as herein
provided; (2) that LANDLORD shall not be liable to TENANT for any damages,
losses or injuries to the persons or property of TENANT which may be
caused by the acts, neglect, omissions or faults of any persons, firms or
corporations, except that such injury, loss or damage results from
negligence of LANDLORD, his agents or employees; (3) and that TENANT will
indemnify and keep harmless LANDLORD from all damages, liabilities,
losses, injuries, or expenses which may arise or be claimed against
LANDLORD and be in favor of any person, firms or corporations, for any
injuries or damages to the person or property of any
14
persons, firms or corporations, where said injuries or damages arose about
or upon said Leased Premises, as a result of the negligence of TENANT, his
agents, employees, servants, licensees, visitors, customers, patrons, and
invitees. All personal property placed or moved into the Leased Premises
of the Building shall be at the risk of TENANT or the owner thereof, and
LANDLORD shall not be liable to TENANT for any damage to said personal
property. TENANT shall maintain at all times during the Term of this Lease
an insurance policy or policies in an amount or amounts sufficient in
LANDLORD'S opinion, to indemnify LANDLORD or pay LANDLORD'S damages, if
any, resulting from any matters set forth hereinbefore in this Paragraph
23.
In the event LANDLORD shall be made a party to any litigation commenced
against TENANT, then TENANT shall protect and hold LANDLORD harmless and
shall pay all costs, expenses and reasonable attorney's fees incurred or
paid by LANDLORD in connection with such litigation and any appeal
thereof. In the event that TENANT shall obtain a judgment against
LANDLORD, TENANT agrees to look solely to the LANDLORD'S interest in the
Property associated with the leasing of said Building for the recovery of
any judgment and that TENANT agrees to not hold LANDLORD, its
representatives, agents, partners, directors, shareholders and other
officers personally liable for any judgment against LANDLORD.
TENANT shall indemnify, defend, and hold harmless LANDLORD and its
officers, directors, and shareholders from all fines, suits, procedures,
claims, and actions of every kind and all costs, associated with such
claims (including attorney's fees, costs of suit and court costs and
consultant's fees) arising out of or in any way connected with any
deposit, spill, discharge or other release of hazardous substances that
occurs during the Term at or from the Leased Premises, or which arises at
any time, from TENANT'S use or occupancy of the Leased Premises, or from
TENANT'S failure to provide all information, make all submissions, and
take all actions required by all authorities under federal, state, or
local laws and ordinances and regulations and all other environmental
laws. TENANT'S obligations and liabilities under this section shall
survive the expiration or termination of this Lease.
ATTORNEYS FEES:
24. If either party defaults in the performance of any of the terms,
provisions, covenants and conditions of this Lease and by reason thereof
the other party employs the services of an attorney to enforce performance
of the covenants, or to perform any service based upon defaults, then in
any of said events the prevailing party shall be entitled to reasonable
attorneys' fees and all expenses and costs incurred by the prevailing
party pertaining thereto (including costs and fees relating to any appeal)
and in enforcement of any remedy.
DAMAGE OR DESTRUCTION:
25. In the event the Leased Premises shall be destroyed or so damaged or
injured by fire or other casualty, during the Term of this Lease, whereby
the same shall be rendered untenable, then LANDLORD shall have the right,
but not the obligation, to render such Leased Premises tenantable by
repairs within one hundred eighty (180) days from the date of damage,
destruction, or injury, or from the date of receipt of insurance proceeds
by the LANDLORD, whichever is later. '
LANDLORD agrees that, within ninety (90) days following damage or
destruction or the receipt of insurance proceeds, whichever is later, it
shall notify TENANT with respect to whether or not LANDLORD intends to
restore the Leased Premises. If said Leased Premises are not rendered
tenantable within the aforesaid one hundred eighty (180) days, it shall be
the option with either party hereto to cancel this Lease within ten (10)
days from the expiration of the aforesaid one hundred eighty (180) days,
and in the event of such cancellation the Rents shall be paid only to the
date of such fire or casualty. The cancellation herein mentioned shall be
evidenced in writing and sent via certified mail, return receipt
requested. Notwithstanding the provisions of this paragraph, if it is
determined within ninety (90) days from the date of destruction, damage,
or injury, that the Building has sustained more than fifty percent (50%)
damage, LANDLORD shall have the option of canceling this Lease within ten
(10) days from the expiration of the aforesaid ninety (90) days. Said
cancellation shall be sent to TENANT in writing and sent via certified
mail, return receipt requested. Notwithstanding the foregoing,
15
should damage, destruction or injury occur by reason of negligence by
TENANT or TENANT'S agents, employees, invitees, servants, licensees,
visitors, customers and/or patrons, LANDLORD shall have the right, but not
the obligation, to render the Leased Premises tenantable within three
hundred sixty (360) days from the date of damage, destruction, or injury,
or receipt of insurance proceeds by LANDLORD, whichever is later, and no
abatement of Rents shall occur.
Notwithstanding the foregoing, should damage or destruction occur during
the last twelve (12) months of the Lease Term, either LANDLORD or TENANT
shall have the option to terminate this Lease, effective on the date of
damage or destruction, provided notice to terminate is given within thirty
(30) days of such damage or destruction. Notwithstanding the foregoing,
should the damage or destruction occur by reason of negligence of the
TENANT, its agents, invitees, servants, employees, visitors, licensees,
customers and/or patrons, TENANT shall not have such option to terminate.
EMINENT DOMAIN:
26. If there shall be taken during the Term of this Lease any part of the
Leased Premises, parking areas, Property or Building, other than a part
not interfering with maintenance, operation or use of the Leased Premises,
LANDLORD may elect to terminate this Lease or to continue same in effect.
If LANDLORD elects to continue the Lease, the Rents shall be reduced in
proportion to the area of the Leased Premises so taken and LANDLORD shall
repair any damage to the Leased Premises, parking areas, Property or
Building resulting from such taking. If any part of the Leased Premises is
taken by condemnation or Eminent Domain which renders the Leased Premises
unsuitable for its intended use, the TENANT may elect to terminate this
Lease, or if any part of the Leased Premises is so taken which does not
render the Leased Premises unsuitable for its intended use, this Lease
shall continue in effect and the Rent shall be reduced in proportion to
the area of the Leased Premises so taken and LANDLORD shall repair any
damage to the Leased Premises resulting from such taking. If all of the
Leased Premises is taken by condemnation or Eminent Domain, this Lease
shall terminate on the date of the taking. All sums awarded (or agreed
upon between LANDLORD and the condemning authority) for the taking of the
interest of LANDLORD and/or TENANT, whether as damages or as compensation,
and whether for partial or total condemnation, will be the property of
LANDLORD. If this Lease should be terminated under any provisions of this
paragraph, Rents shall be payable up to the date that possession is taken
by the authority, and LANDLORD will refund to TENANT any prepaid unaccrued
Rents less any sum or amount then owing by TENANT to LANDLORD.
ABANDONMENT:
27. If during the Term of this Lease, TENANT shall abandon, vacate or remove
from the Leased Premises the major portion of the goods, wares, equipment
or furnishings usually kept in or upon said Leased Premises, or shall
cease doing business in said Leased Premises, or shall suffer the Rents to
be in arrears, LANDLORD may, at its option, cancel this Lease in the
manner stated in Paragraph 28 hereof, or LANDLORD may enter said Leased
Premises as the agent of TENANT by force or otherwise, without being
liable in any way therefore and relet the Leased Premises with or without
any furniture that may be therein, as the agent of TENANT, at such price
and upon such terms and for such duration of time as LANDLORD may
determine, and receive the Rents therefore, applying the same to the
payment of the Rents due by these presents, and if the full Rents herein
provided shall not be realized by LANDLORD over and above the expenses to
LANDLORD of such reletting. TENANT shall pay any deficiency.
DEFAULT:
28. It is agreed between the parties hereto that: if TENANT shall be
adjudicated bankrupt or insolvent or take the benefit of any federal
reorganization or composition proceeding or make a general assignment or
take the benefit of any insolvency law; or if TENANT'S leasehold interest
under this Lease shall be sold under any execution or process of law; or
if a trustee in bankruptcy or a receiver be appointed or elected or had
for TENANT (whether under federal or state laws); or if said Leased
Premises shall be abandoned or deserted; or if TENANT shall fail
16
to perform any of the terms, provisions, covenants or conditions of this
Lease on TENANT'S part to be performed; or if this Lease or the Term
thereof be transferred or pass to or dissolve upon any persons, firms,
officers, or corporations other than TENANT by death of the TENANT,
operation of law or otherwise; then and in any such events, at the option
of LANDLORD, the total remaining unpaid Base Rent and Additional Rents for
the Term of this Lease shall become due and payable or this Lease and the
Term of this Lease shall expire and end five (5) days after LANDLORD has
given TENANT written notice and time to cure during said five (5) days of
such breach or default of the Lease. TENANT hereby agrees to immediately
then pay said Base Rent and Additional Rents or quit and surrender said
Leased Premises to LANDLORD; but this shall not impair or affect
LANDLORD'S right to maintain summary proceedings for the recovery of the
possession of the Leased Premises in all cases provided for by law. If the
Term of the Lease shall be so terminated, LANDLORD may immediately, or at
any time thereafter, re-enter or repossess the Leased Premises and remove
all persons and property therefrom without being liable for trespass or
damages.
LIEN FOR PAYMENT OF RENTS:
29. TENANT hereby pledges and assigns to LANDLORD as security for the payment
of any and all Rents or other sums or amounts provided herein, all of the
furniture, fixtures, goods and chattels of TENANT which shall or may be
brought or put on or into said Leased Premises, and TENANT agrees that
said lien may be enforced by distress, foreclosure or otherwise, at the
election of the LANDLORD. TENANT hereby expressly waives and renounces for
itself and family any and all homestead and exemption rights it may now
have or hereafter acquire under or by virtue of the constitution and laws
of the State of Florida or of any other state, or of the United States, as
against the payment of said Rents or any other obligation or damage that
may accrue under the terms of this Lease.
WAIVER OF DEFAULT:
30. Failure of LANDLORD to declare any default immediately upon occurrence
thereof, or delay in taking any action in connection therewith, shall not
waive such default, but LANDLORD shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, in law and/or in equity. No waiver by LANDLORD of a default by
TENANT shall be implied, and no express waiver by LANDLORD shall affect
any default other than the default specified in such waiver and then only
for the time and extension therein stated.
No waiver of any term, provision, condition or covenant of this Lease by
LANDLORD shall be deemed to imply or constitute a further waiver by
LANDLORD of any other terms, provisions, conditions or covenants of this
Lease. In addition to any rights and remedies specifically granted
LANDLORD herein, LANDLORD shall be entitled to all rights and remedies
available at law and in equity in the event that TENANT shall fail to
perform any of the terms, provisions, covenants or conditions of this
Lease on TENANT'S part to be performed or fails to pay Base Rent,
Additional Rents or any other sums due LANDLORD hereunder when due. All
rights and remedies specifically granted to LANDLORD herein, by law and in
equity shall be cumulative and not mutually exclusive.
RIGHT OF ENTRY:
31. LANDLORD, or any of its agents, shall have the right to enter the Leased
Premises during all reasonable hours to examine the same or to make such
repairs, additions or alterations as may be deemed necessary for safety,
comfort, or preservation thereof or to said Building, or in the event of
an emergency, at any hour, or to exhibit said Leased Premises at any time
within one hundred eighty (180) days before the expiration of this Lease.
Said right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations, or additions which do not conform
to this Lease.
NOTICE:
32. Any notice given LANDLORD as provided for in this Lease shall be sent to
LANDLORD by certified mail, return receipt requested, addressed to
LANDLORD at LANDLORD'S
17
Management Office, as given in Paragraph 3 hereof. Any notice to be given
to TENANT under the terms of this Lease, unless otherwise stated herein,
shall be in writing and shall be sent by certified mail, return receipt
requested, to the office of TENANT in the Building. Either party, from
time to time, by such notice, may specify another address to which
subsequent notices shall be sent.
UTILITIES:
33. TENANT shall promptly pay all utilities and services that are separately
metered or contracted for, by, or on behalf of TENANT, including but not
limited to, charges for electricity, water, gas, telephones, alarm, pest
eradication, garbage and waste, and toxic waste and chemical disposal.
Failure of TENANT to promptly pay such utilities within five (5) days
after the same shall become due will be deemed a material breach of this
Lease. LANDLORD, at its sole discretion, may exercise any and all options
and remedies available to it under the terms and conditions of this Lease
or remedies available to it in law and/or equity.
LANDLORD CONTROLLED AREAS:
34. All automobile parking areas, driveways, entrances and exits thereto,
Common Areas and other facilities furnished by LANDLORD, including all
parking areas, truck way or ways, loading areas, pedestrian walkways and
ramps, landscaped areas, corridors, outside lighting, drainage, dumpsters,
and other areas and improvements provided by LANDLORD for the general use,
in common, of tenants, their officers, agents, employees, servants,
invitees, licensees, visitors, patrons and customers, shall be at all
times subject to the exclusive control and management of LANDLORD, and
LANDLORD shall have the right from time to time to establish, modify, and
enforce rules and regulations with respect to all facilities and areas and
improvements; to police same, from time to time to change the area, level
and location and arrangement of parking areas and other facilities
hereinabove referred to, to restrict parking by and enforce parking (by
operation of meters or otherwise) by tenants, their officers, agents,
invitees, employees, servants, licensees, visitors, patrons and customers;
to close all or any portion of said areas or facilities to such extent as
may in the opinion of LANDLORD'S counsel be legally sufficient to prevent
a dedication thereof or accrual of any rights to any person or the public
therein, to close temporarily all or any portion of the public areas,
Common Areas and other facilities, to discourage non-tenant parking, to
charge a fee for visitor and/or customer parking and to do and perform
such other acts in and to said areas and improvements as, in the sole
judgement of LANDLORD, the LANDLORD shall determine to be advisable with a
view to the improvement of the convenience and use thereof by tenants,
their officers, agents, employees, servants, invitees, visitors, patrons,
licensees and customers. LANDLORD will operate and maintain the Common
Areas and other facilities referred to in such reasonable manner as
LANDLORD shall determine from time to time. Without limiting the scope of
such discretion, LANDLORD shall have the full right and authority to
designate a manager of the parking areas and/or Common Areas and other
facilities who shall have full authority to make and enforce all rules and
regulations pertaining to and necessary for the proper operation and
maintenance of the parking areas and/or Common Areas and other facilities.
Reference in this paragraph to parking areas and/or facilities shall in no
way be construed as giving TENANT hereunder any rights and/or privileges
in connection with such parking areas and/or facilities unless such rights
and/or privileges are expressly set forth in Paragraph 17 hereof.
CONDITIONS OF LEASED PREMISES UPON TERMINATION OF LEASE AND HOLDING OVER:
35. TENANT agrees to surrender to LANDLORD, at the end of the Term of this
Lease and/or upon any cancellation of this Lease, said Leased Premises in
as good condition as said Leased Premises were at the beginning of the
Term of this Lease, ordinary wear and tear, and damage by fire or other
casualty not caused by TENANT'S negligence excepted. TENANT agrees that in
the event TENANT does not surrender said Leased Premises to LANDLORD at
the end of the Term of this Lease, then TENANT will pay to LANDLORD double
the amount of the current Rents for each month or portion thereof that
TENANT holds over plus all damages that LANDLORD may suffer on account of
TENANT'S failure to so surrender to LANDLORD possession of said Leased
Premises, and will indemnify and save LANDLORD harmless from and against
all claims made by any succeeding TENANT of said Lease Premises against
18
LANDLORD on account of delay of LANDLORD in delivering possession of said
Leased Premises to said succeeding TENANT so far as such delay is
occasioned by failure of TENANT to so surrender said Leased Premises in
accordance herewith or otherwise.
No receipt of money by LANDLORD from TENANT after termination of this
Lease or the service of any notice of commencement of any suit or final
judgment for possession shall reinstate, continue or extend the Term of
this Lease or affect any such notice, demand, suit or judgment.
No act or thing done by the LANDLORD or its agents during the Term hereby
granted shall be deemed an acceptance of a surrender of the Leased
Premises, and no agreement to accept a surrender of the Leased Premises
shall be valid unless it be made in writing and subscribed by a duly
authorized officer or agent of LANDLORD.
OCCUPANCY TAX:
36 TENANT shall be responsible for and shall pay before delinquency all
municipal, county or state taxes assessed during the Term of this Lease
against any occupancy interest or personal property of any kind, owned by
or placed in, upon or about the Leased Premises by TENANT.
SIGNS:
37. LANDLORD shall have the right to install signs on the exterior of the
Building and Leased Premises and/or change the Building's name or street
address. TENANT shall absorb costs for office exterior door signage and
building signage of TENANT'S own selection which shall be approved by the
LANDLORD in advance and in compliance with ▇▇▇▇▇▇ City's and LANDLORD'S
sign requirements.
RELOCATION OF TENANT:
38. LANDLORD expressly reserves the right at LANDLORD'S sole cost and expense
to remove TENANT from the Leased Premises and relocate TENANT in some
other space of LANDLORD'S choosing of approximately the same dimensions
and size within the Property, which other space shall be decorated by
LANDLORD at LANDLORD'S expense. LANDLORD shall have the right, in
LANDLORD'S sole discretion, to use such decorations and materials from the
existing Leased Premises, or other materials so that the space in which
TENANT is relocated shall be comparable in its interior design and
decorating to the Leased Premises from which TENANT is removed. Nothing
herein contained shall be construed to relieve TENANT or imply that TENANT
is relieved of the liability for or obligation to pay any Additional Rents
due by reason of the provisions of Paragraph 4 of this Lease, the
provisions of which paragraph shall be applied to the space in which
TENANT is relocated on the same basis as said provisions were applied to
the Leased Premises from which TENANT is removed. TENANT agrees that
LANDLORD'S exercise of its election to remove and relocate TENANT shall
not terminate this Lease or release TENANT, in whole or in part, from
TENANTS obligation to pay the Rents and perform the covenants and
agreements hereunder for the full Term of this Lease. Notwithstanding the
above, LANDLORD shall provide TENANT with thirty (30) days prior written
notice sent by certified mail.
CROSS DEFAULT:
39. If the term of any lease, other than this Lease, made by TENANT for any
other space in the Property, shall be terminated or terminable after the
making of this Lease because of any default by TENANT under such other
lease, such default shall ipso facto constitute a default hereunder and
empower LANDLORD'S sole option to terminate this Lease as herein provided
in the event of default.
INVALIDITY OF PROVISION:
40 If any term, provision, covenant or condition of this Lease or the
application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease or the
application of such term, provision, covenant or conditions to persons or
19
circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby and each term, provision,
covenant or condition of this Lease shall be valid and be enforceable to
the fullest extent permitted by law. This Lease shall be construed in
accordance with the laws of the State of Florida.
TIME OF ESSENCE:
41. It is understood and agreed between the parties hereto that time is of the
essence of all the terms, provisions, covenants and conditions of this
Lease.
MISCELLANEOUS:
42. The terms LANDLORD and TENANT as herein contained shall include singular
and/or plural, masculine, feminine and/or neuter, heirs, successors,
executors, administrators, personal representatives and/or assigns
wherever the context so requires or admits. The terms, provisions,
covenants and conditions of this Lease are expressed in the total language
of this Lease and the paragraph headings are solely for the convenience of
the reader and are not intended to be all-inclusive. Any formally executed
addendum to or modification of this Lease shall be expressly deemed
incorporated by reference herein unless a contrary intention is clearly
stated therein.
EFFECTIVE DATE:
43. Submission of this instrument for examination does not constitute an
offer, right of first refusal, reservation of or option for the Leased
Premises or any other space or premises in, on or about the Property. This
instrument becomes effective as a Lease upon execution and delivery by
both LANDLORD and TENANT.
ENTIRE AGREEMENT:
44. This Lease contains the entire agreement between the parties hereto and
all previous negotiations leading thereto, and it may be modified only by
an agreement in writing signed by LANDLORD and TENANT. No surrender of the
Leased Premises, or of the remainder of the terms of this Lease, shall be
valid unless accepted by LANDLORD in writing. TENANT acknowledges and
agrees that TENANT has not relied upon any statement, representation,
prior written or contemporaneous oral promises, agreements or warranties
except such as are expressed herein.
BROKERAGE:
45. TENANT represents and warrants that it has dealt with no broker, agent or
other person in connection with this transaction and that no broker, agent
or other person brought about this transaction, other than ▇▇▇▇▇▇▇▇ GROUP
REALTY ADVISORS, INC., and NONE (if the foregoing blank has not been
completed, the word "None" shall be deemed to have been typed therein) and
TENANT agrees to indemnify and hold harmless from and against any claims
by any other broker, agent or other person claiming a commission or other
form of compensation by virtue of having dealt with TENANT with regard to
this leasing transaction. The provisions of this paragraph shall survive
the termination of this Lease.
FORCE MAJEURE:
46: LANDLORD shall not be required to perform any term, condition, or covenant
in this Lease so long as such performance is delayed or prevented by force
majeure, which shall mean acts of God, labor disputes (whether lawful or
not) materials or labor shortages, restrictions by any governmental
authority, civil riots, floods and any other cause not reasonable within
the control of LANDLORD and which by the exercise of due diligence
LANDLORD is unable, wholly or in part, to prevent or overcome. Lack of
money shall not be deemed force majeure. Notwithstanding the provisions of
this section, the TENANT is not relieved from the duty to pay Base Rent
and Additional Rents due under the Lease.
20
TENANT INSURANCE REQUIRED:
47. The TENANT, at its sole expense shall be required to obtain and have in
full force and effect, Leased Premises liability insurance in the amount
of Two Million Dollars ($2,000,000.00) general aggregate, including plate
glass insurance, for the Leased Premises from an insurance carrier
providing insurance coverage to have Best's rating of AX or better. TENANT
shall list the LANDLORD as an additional insured on said policy. TENANT
shall furnish LANDLORD a Certificate of Insurance prior to occupancy and
upon demand of the LANDLORD at any time during the Term of the Lease.
TENANT, at its sole expense, shall also be required to carry business
interruption insurance with respect to the Leased Premises. Upon demand
from LANDLORD, TENANT shall be required to furnish proof of said insurance
to LANDLORD. If TENANT fails to keep said insurance policy in effect
during the Term of the Lease, it is deemed a default by TENANT and
LANDLORD, at its sole option, may demand the remaining Rents due in full,
cancel said Lease with TENANT responsible for any amounts remaining unpaid
or payable in the future, or exercise any option available to it in law
and/or equity. Notwithstanding the provisions of this paragraph, if TENANT
fails to obtain, maintain, and pay for insurance as provided in this
section, LANDLORD may, at its option, have these policies issued and pay
the premiums on the same. The amount of these premiums shall become due
from TENANT as Rents on the first of the month following the payments by
the LANDLORD. These remedies shall be cumulative and not mutually
exclusive.
ENVIRONMENTAL PROHIBITIONS:
48. TENANT shall not cause or permit to occur: (a) Any violations of any
federal, state, or local law, ordinance, or regulation now or later
enacted, related to environmental conditions on, under, or about the
Leased Premises, or arising from TENANT'S use or occupancy of the Leased
Premises, including, but not limited to, soil and ground water conditions;
or (b) The use, generation, release, manufacture, refining, production,
processing, storage, or disposal of any hazardous substance.
ENVIRONMENTAL COMPLIANCE:
49. (a) TENANT shall, at TENANT'S expense, comply with all laws, regulations
and ordinances regulating the use, generation, storage,
transportation, or disposal of hazardous substances relating to the
Leased Premises.
(b) TENANT shall, at TENANT'S expense, make all submissions to, provide
all information required by, and comply with all requirements of all
governmental authorities under all federal, state and/or local laws
or ordinances or regulations now or later enacted, relating to
hazardous materials.
(c) If any authority or any third party demands that a clean-up plan be
prepared and that a clean-up be undertaken because of any deposit,
spill, discharge, or other release of hazardous substances that
occurs during the Term of the Lease, at or from the Leased Premises,
or which arises at any time from TENANT'S use or occupancy of the
Leased Premises, then TENANT shall, at TENANT'S expense, prepare and
submit the required plans and all related bonds and other financial
assurances; and TENANT shall carry out all work required by such
clean-up plans.
(d) TENANT shall promptly provide all information regarding the use,
generation, storage, transportation or disposal of hazardous
substances that is requested by LANDLORD. If TENANT fails to fulfill
any duty imposed under this section within reasonable time, LANDLORD
may do so and in such case, TENANT shall cooperate with LANDLORD in
order to prepare all documents deemed necessary or appropriate to
determine the applicability of the laws to the Leased Premises and
TENANT'S use of them, and for compliance with the laws and
ordinances, and TENANT shall execute all documents promptly upon
LANDLORD'S request. No such action by LANDLORD and no attempt made
by LANDLORD to mitigate damages under any law shall constitute a
waiver of any of TENANT'S obligations under this section.
(e) TENANT'S obligations under this section shall survive the expiration
or termination of this Lease.
21
RADON DISCLOSURE:
50. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in
Florida. Additional information about radon and radon testing may be
obtained from your county public health unit.
RECORDAT1ON OF LEASE:
51. TENANT shall not record this Lease or any part hereof. Upon recordation,
same shall be, at the sole option of the LANDLORD, a default and material
breach of the Lease and LANDLORD may exercise any options and remedies
available to it as provided in the Lease and/or it may seek remedies
available to it in law and/or equity.
REPRESENTATION:
52. The parties represent that each has freely and voluntarily entered into
this Lease and agree to be fully bound hereby.
TRIAL BY JURY:
53. IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE
RESPECTIVE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
HERETO AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, AND
TENANT'S USE OR OCCUPANCY OF THE LEASED PREMISES. TENANT FURTHER AGREES
THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS IN A SUMMARY
PROCEEDING OR IN ANY ACTION BASED UPON NON-PAYMENT OF RENT OR ANY OTHER
PAYMENT REQUIRED OF TENANT HEREUNDER.
IN WITNESS WHEREOF, the parties hereto, have signed, sealed and delivered this
Lease in quadruplicate at Broward County, Florida, on the date and year first
written above.
LANDLORD: SHERIDAN PROFESSIONAL CENTRE,
L.L.L.P., A FLORIDA LIMITED
LTD., LIABILITY LIMITED PARTNERSHIP
WITNESSES: BY: SHERIDAN PROFESSIONAL CENTRE,
INC., ITS GENERAL PARTNER
/s/ ▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ III
TITLE: Vice President
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ TENANT: NORTH POINTE FINANCIAL SERVICES,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., A MICHIGAN CORPORATION
WITNESSES:
BY: /s/ B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------------------
------------------------------ TITLE: Executive Vice President & COO
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
22
SHERIDAN PROFESSIONAL CENTRE
RULES AND REGULATIONS
The following Rules and Regulations, hereby accepted by TENANT, are prescribed
by LANDLORD to enable LANDLORD to provide, maintain, and operate, to the best of
LANDLORD'S ability, orderly, clean and desirable Leased Premises, Building and
Property for the tenants therein at as economical a cost as reasonably possible,
and to regulate conduct in and use of said Leased Premises, Building and
Property in such manner as to minimize interference by others in the proper use
of same by TENANT.
1. TENANT, its officers, agents, servants and/or employees shall not block or
obstruct any of the entries, passages, doors, hallways or other common
areas of Property or parking areas, or place, empty or throw any rubbish,
litter, trash or material of any nature into such areas, or permit such
areas to be used at any time except for ingress or egress of TENANT, its
officers, agents, servants, employees, patrons, licensees, customers,
visitors and/or invitees.
2. The movement of furniture, equipment, machines, merchandise or materials
within, into or out of the Leased Premises, Property, or parking areas
shall be restricted to time, method and routing of movement as determined
by LANDLORD upon request from TENANT and TENANT shall assume all liability
and risk to property, Leased Premises, and Property in such movement.
TENANT shall not move furniture, equipment, machines, merchandise or
materials within, into or out of Leased Premises, Property, or parking
areas without having first obtained written consent from LANDLORD
twenty-four (24) hours in advance.
3. No sign, door plaque, advertisement or notice shall be displayed, painted
or affixed by TENANT, its officers, agents, servants, employees, patrons,
licensees, customers, visitors and/or invitees in or on any part of the
outside or inside of the Leased Premises, Property, or parking areas
without prior written consent of LANDLORD and then only of such color,
size, character, style and materials and in such places as shall be
approved and designated in writing by LANDLORD. Signs on doors and/or
entrances to Leased Premises shall be placed thereon by a contractor
designated by LANDLORD and paid for by TENANT.
4. LANDLORD will not be responsible for lost or stolen property, equipment,
money or any article taken from Leased Premises, Property, or parking
areas regardless of how or when loss occurs.
5. No additional locks shall be placed on any door or changes made to
existing locks in the Leased Premises or Building without the prior
written consent of LANDLORD. LANDLORD will furnish two keys to each lock
on doors in the Leased Premises and LANDLORD, upon request of TENANT shall
provide additional duplicate keys at TENANT'S expense. LANDLORD may at all
times keep a pass key to the Leased Premises. All keys shall be returned
to LANDLORD promptly upon termination of this Lease.
6. TENANT, its officers, agents, servants and/or employees shall do no
painting or decorating in Leased Premises or Building, or ▇▇▇▇, paint or
cut into, drive nails or screw into or in any way deface any part of
Leased Premises or Building without the prior written consent of LANDLORD.
If TENANT desires signal, communication, alarm or other utility or service
connection to be installed or changed, such work shall be done at expense
of TENANT with the approval and under the direction of the LANDLORD.
7. LANDLORD reserves the right to close the parking areas between the hours
of 9:00 P.M. and 7:00 A.M., subject, however, to TENANT'S right to
admittance under regulations prescribed by LANDLORD and to require the
persons entering the parking area to identify themselves and establish
their right to enter or to leave parking area.
8. TENANT, its officers, agents, servants and/or employees shall not permit
the operation of any musical or sound-producing instruments or device that
may be heard outside Leased Premises, Building or Property, or which may
emanate electrical waves that will impair radio or television broadcasting
or reception from or in the Property.
9. TENANT, its officers, agents, servants and/or employees shall, before
Leased
23
Premises unattended, close and lock all doors and shut off all utilities;
damage resulting from failure to do so shall be paid by TENANT.
10. All plate and other glass now in Leased Premises or Building which is
broken through cause attributable to TENANT, its officers, agents,
servants, employees, patrons, licensees, customers, visitors, and/or
invitees shall be replaced by and at expense of TENANT under the direction
of LANDLORD.
11. TENANT shall give LANDLORD prompt notice of all accidents to or defects in
air conditioning equipment, plumbing, electrical facilities or any part of
appurtenance of Leased Premises.
12. The plumbing facilities shall not be used for any other purpose than that
for which they are constructed, and no foreign objects or substances of
any kind shall be thrown therein, and the expense of any breakage,
stoppage or damage resulting from a violation of this provision shall be
borne by TENANT, who shall, or whose officers, employees, agents,
servants, patrons, customers, licensees, visitors and/or invitees shall
have caused it.
13. All contractors and/or technicians performing work for TENANT within the
Leased Premises, Building or Property shall be referred to LANDLORD for
approval before performing such work. This shall apply to all work
including, but not limited to, installation of telephones, telegraph
equipment, electrical devices and attachments, and all installations
affecting floors, walls, windows, doors, ceilings, equipment or any other
physical feature of the Leased Premises, Property, or parking areas. None
of this work shall be done by TENANT without LANDLORD'S prior written
approval.
14. No showcases or other articles shall be put in front of or affixed to any
part of the exterior of the Building or Property, nor placed in corridors
without the prior written consent of the LANDLORD.
15. Canvassing, soliciting and peddling in the Property or parking areas is
prohibited and each TENANT shall cooperate to prevent the same. In this
respect, TENANT shall promptly report such activities to the Property
Manager's office whose address appears in paragraph 3 of the Lease.
16. There shall not be used in any space or in the public halls of the
Building, either by any TENANT or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards.
17. The work of the LANDLORD'S janitors or cleaning personnel shall not be
hindered by TENANT. The windows, doors, and fixtures may be cleaned at
anytime.
18. In the event TENANT must dispose of crates, boxes, etc., TENANT shall not
set such items in the corridors or other areas of Building or Property for
disposal. TENANT shall be responsible for disposal of same.
19. Tenants are cautioned in purchasing furniture and equipment that the size
is limited to such as can pass through the doors of the Leased Premises.
Large pieces should be made in parts and set-up in the Leased Premises.
LANDLORD reserves the right to refuse to allow to be placed in the
Property any furniture or equipment of any description which does not
comply with the above conditions.
20. TENANT will be responsible for any damage to the Leased Premises,
including carpeting and flooring, as a result of rust or corrosion of file
cabinets, roller chairs, metal objects or spills of any type of liquid.
21. If the Leased Premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and expense, shall cause its leased premises
to be exterminated from time to time, to the satisfaction of LANDLORD, and
shall employ such exterminators therefore as stall be approved by
LANDLORD.
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22. TENANT shall not install any antenna or aerial wires, or radio or
television equipment, or any other type of equipment, inside or outside of
the Building, without LANDLORD'S prior written consent, and upon such
terms and conditions as may be specified by LANDLORD in each and every
instance.
23. TENANT shall not advertise the business, profession or activities of
TENANT in any manner which violates the letter or spirit of any code of
ethics adopted by any recognized association or organization pertaining
thereto, or use the name of the Property for any purpose other than that
of the business address of TENANT or use any letterhead, envelopes,
circulars, notices, advertisements, containers or wrapping material,
without LANDLORD'S express consent in writing.
24. TENANT, its officers, agents, employees, servants, patrons, customers,
licensees, invitees and/or visitors shall not solicit business in the
Property's parking areas or common areas, nor shall TENANT distribute any
handbills or other advertising matter on automobiles parked in the
Property's parking areas.
25. TENANT shall not conduct its business in such manner as to create any
nuisance or interfere with, annoy or disturb any other tenant in the
Building, Property, or LANDLORD in its operation of the Building or
Property or commit waste or suffer or permit waste to be committed in the
Leased Premises, Building or Property. In addition, TENANT shall not allow
its officers, agents, employees, servants, patrons, customers, licensees
and/or visitors to conduct themselves in such manner as to create any
nuisance or interfere with, annoy or disturb any other tenant in the
Building or Property or LANDLORD in its operation of the Property or
commit waste or suffer or permit waste to be committed in the Leased
Premises, Building, or Property.
26. TENANT, its officers, agents, servants and/or employees shall not install
or operate any refrigerating, heating or air conditioning apparatus or
carry on any mechanical operation or bring into Leased Premises, Building,
or Property any inflammable fluids or explosives without written consent
of LANDLORD.
27. TENANT, its officers, agents, servants and/or employees shall not use
Leased Premises, Building, or Property for housing, lodging, or sleeping
purposes or for the cooking or preparation of food without the prior
written consent of the LANDLORD.
28. TENANT, its officers, agents, servants, employees, patrons, licensees,
customers, visitors and/or invitees shall not bring into the Lease
Premises, Building or Property or keep in the Leased Premises any fish,
fowl, reptile, insect, or animal or any bicycle or other vehicle without
the prior written consent of LANDLORD, wheel chairs and baby carriages
excepted.
29. Neither TENANT nor any officer, agent, employee, servant, patron,
customer, visitor, licensee or invitee of any TENANT shall go upon the
roof of the Building without the written consent of the LANDLORD.
30. TENANT'S employing laborers or others outside of the Property shall not
have their employees paid in the Leased Premises, Building or Property,
but shall arrange to have their payrolls elsewhere.
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[SITE PLAN]
EXHIBIT A
26
[FLOOR PLAN]
EXHIBIT B
27