EXHIBIT 10.15
STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") made and
entered into this 1st day of March, 1996, by and between Airport Commerce Park,
Inc. (hereinafter called "Landlord"), whose address for purposes hereof is C/O
The ▇▇▇▇▇ ▇▇▇▇▇▇ Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
and Carnival Air Lines, Inc. (hereinafter called "Tenant"), whose address for
purposes hereof is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
LANDLORD AND TENANT agree to the following definitions for the defined terms
contained herein:
DEFINITIONS
a) "Premises" or "Leased Premises" is hereby defined as suite numbers 308
through 318, located in Building #3, and such Lease Premises being more
particularly described as approximately 8,688 square feet of Net Rentable
Area (hereinafter defined):
b) Building is hereby defined as Airport Commerce Park, located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
c) Base Rental is hereby defined as a sum of money as set forth below. The
phrase "Months of Term" refers to that period of time commencing on and
subsequent to the Commencement Date. Applicable sales tax will be added to
the Base Rental.
Months of Term Monthly Rent Annual S/PSF
----------------- ------------ ------------
1-12 $8,326.00 $ 11.50
13-24 8,659.04 11.96
25-36 9,006.56 12.44
37-48 9,368.56 12.94
49-60 9,737.80 13.45
Landlord upon execution of this Lease by Landlord and Tenant, hereby
acknowledges payment by Tenant of the sum of Eight Thousand Eight Hundred
Twenty-Five and 56/100 Dollars ($8,825.56) representing payment of rental for
the first full calendar month of this Lease, including sales tax. The balance of
the total Base Rental is payable in equal monthly installments as specified
above on the first day of each month; hereafter ensuing the first of which shall
be due and payable on the first day of July, 1996.
d) Lease Term is hereby defined as being for a period of Five (5) years
commencing on approximately June 1, 1996, and terminating on May 31, 2001.
e) Base Year as herein defined, as being calendar year 1996.
f) Tenant's Proportionate Share to be paid by Tenant for Impositions (as
hereinafter defined) is hereby to be the percentage which the Net Rentable
Area then leased by the Tenant in the Building bears to the Total Net
Rentable contained in the Building which is approximately 80,000 rentable
square feet. This percentage at the commencement of this Lease is 10.86%.
g) Annual Rent Increase pursuant to Paragraph 4 of this Lease, the annual Base
Rental is hereby defined as Ninety-Nine Thousand Nine Hundred Twelve
Dollars ($99,912.00), plus applicable sales tax.
h) Security Deposit is hereby defined to be: None.
i) Use or Purpose for which the Tenant will use and occupy the lease premises
shall be for the sole purpose of General Office, and reservations twenty-
four (24) hours a day, seven (7) days a week.
j) Electric and Janitorial monthly expenses are not included in the Base
Rental Rate, and shall be the sole cost and responsibility of the Tenant.
Electric is separately metered.
k) Parking Spaces: Landlord shall provide Tenant with one hundred (100)
unassigned parking spaces. During the term of the Lease, Landlord shall
have the right to assign Tenant's spaces to Tenant.
l) Real Estate Broker in this transaction is hereby defined as ▇▇▇▇▇ ▇▇▇▇▇▇
Commercial Real Estate Services, Inc.
m) Upon execution and delivery of this Lease to Landlord, Landlord hereby
acknowledges payment by Tenant as follows:
First Month's Rent: $ 8,326.00
Sales Tax: 499.56
----------
Total: $ 8,825.56
With the submission of this Lease for Landlord's consideration, Tenant also
includes a certificate of insurance as described in Paragraph 20.
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TERMS
The terms and conditions of the Standard Office Building Lease attached hereto
are incorporated by reference and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this
Lease in triplicate at Broward County, Florida on the date and year first
written above.
WITNESSES: LANDLORD:
AIRPORT COMMERCE PARK, INC.
_______________________________ By:_______________________________
▇▇ ▇. Case, President
_______________________________
TENANT:
CARNIVAL AIR LINES, INC.
_______________________________ By:_______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President Internal Affairs
_______________________________
Attachments:
Exhibit A - Floor Plan
Standard Office Building Lease
Rules and Regulations
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STANDARD OFFICE BUILDING LEASE
LEASED 1. Subject to and upon the terms, provisions, covenants and
PREMISES conditions hereinafter stated, and each in considerations of the
duties, covenant, and obligations of the other hereunder,
Landlord does hereby lease, demise and let to Tenant; and Tenant
does hereby lease, demise, and let from Landlord those Leased
Premises as reflected on the floor plan attached hereto as
Exhibit "A" and made a part hereof.
The Term "Net Rentable Area," as used herein, shall refer to
(i) a single tenancy floor, all space measured from the inside
surface of the outer glass of the Building to the inside surface
of the opposite outer glass of the Building, excluding only the
areas ("Service Areas") within the outside walls used for
building stairs, fire towers elevator shafts, flues, vents, pipe
shafts and vertical ducts, but including any such areas which are
for the specific use of the particular Tenant such as special
stairs or elevators, and (ii) a multi-tenancy floor, all space
with the inside surface of the outer glass enclosing Tenant
occupied portion of the floor and measure to the midpoint of the
walls separating areas leased by or held for lease to other
Tenants or from areas devoted to corridors, elevator foyers,
restrooms and other similar facilities for the use of all Tenants
on the particular floor (hereinafter sometimes called "Common
Areas"), but including a proportionate part of the Common Areas.
No deductions from Net Rentable Areas are 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 herein defined unless
sooner terminated or extended as provided herein. If Landlord is
unable to give possession of the Leased Premises on the date of
the commencement of the aforesaid Lease Term by reason of the
holding over of any prior tenant or tenants or for any other
reason, an abatement or diminution of the rent to be paid
hereunder shall be allowed Tenant under such circumstances until
possession is given to Tenant; but nothing herein shall operate
to extend the initial Term of the Lease beyond the agreed
expiration date, and said abatement in rent shall be the full
extent of Landlord's liability to tenant for any loss or damage
to Tenant because of said delay in obtaining possession of the
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
premises when same are ready for occupancy, or when Landlord
shall be delayed in substantially completing such Leased Premises
as a result of:
a. Tenant's failure to promptly approve working drawings
and plans as required; or
b. Tenant's failure to promptly select materials,
finishes, or installations; or
c. Tenant's changes in plans (notwithstanding Landlord's
approval of any such changes); or
d. Any other act of omissions by Tenant or its agents, or
failure to promptly make other decisions necessary to
the preparation of the Lease Premises for occupancy.
The commencement of the Term and the payment of rent shall
not be affected, delayed or deferred on account 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 certifies that the work
required of Landlord, if any, has
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been substantially completed in accordance with the approved
plans and specifications.
Taking possession of the Lease Premises by Tenant shall be
conclusive evidence as against Tenant that the Leased Premises
were in good and satisfactory condition, completed in accordance
with the approved plans, when possession was so taken. If Tenant,
with Landlord's consent, shall occupy the Leased Premises prior
to the beginning of the Lease Term as specified hereinabove, 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 the Base Rental without demand
in advance, in monthly installments on the first day of each and
every month during the Terms. If the Term of the Lease commences
on any day of a month, except for the first day, Tenant shall pay
Landlord Base Rental as provided for herein for such commencement
month on a prorated basis (such pro-ration to be based on the
actual number of days in the commencement month); and the first
month's rent paid by Tenant, if any, upon execution of this Lease
shall apply and be credited to the next full month's rent due
hereunder. Base Rental for any partial month of occupancy at the
end of the Term of this Lease shall be prorated, such pro-ration
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 therefor. However, nothing herein shall be taken to
require Tenant to pay any part of any federal and state taxes on
income imposed upon Landlord.
Tenant shall be required to pay Landlord interest on any
installment of Base Rental and additional rent, as hereinafter
provided, that remains unpaid for ten (10) days after its due
date. Said interest shall be computed at the maximum legal rate
from the due date.
ANNUAL 4. Commencing with the first month of the second lease year and
RENT each year thereafter during the Term of this Lease, the annual
INCREASE Base Rental shall be adjusted Four Percent (4%) annually as
stated on page 1C of the Lease.
TIME OF 5. Tenant agrees that Tenant shall promptly pay said rents
PAYMENT/ (Base Rental as the same may be adjusted from time to time
ACCELER-ATION pursuant to Paragraph 4 and additional rent), at the time and
UPON DEFAULT place stated above; Tenant shall also pay charges for work
performed on order of Tenant, and any other charges that accrue
under this Lease; that, if any part of the rent or above-
mentioned charges shall remain due and unpaid for the seven (7)
days after written notice from Landlord to Tenant, Landlord shall
have the option, without further notice to Tenant, (in addition
to all other rights and remedies available to it by law and in
equity) of evicting Tenant and simultaneously accelerating and
declaring the balance of the entire rent for the entire Term of
the Lease to be immediately due and payable. In the event of such
acceleration upon default in payment, Tenant shall remain liable
for all expenses incurred by Landlord and the full balance due on
the Lease - subject only to credit for rent received on reletting
of premises and Landlord may lease by distress or otherwise.
USE 6. Tenant shall use and occupy the Leased Premises for the use
or purpose as hereinbefore stated and for no other use or
purpose.
QUIET
ENJOYMENT 7. Upon payment by Tenant of the rents herein provided, and
upon the observance and performance of all items, 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 on Tenant's part to be observed and
performed, Tenant shall, subject to all of the terms, provisions,
covenants and conditions of this Lease, peaceably and quietly
hold and enjoy the
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Leased Premises for the Term hereby demised.
INSURANCE 8. If the Landlord's insurance premiums exceed the
PREMIUMS standard premium rates because the nature of Tenant's
operations 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 increases in premiums shall be considered as rent due
and shall be included in any lien for rent.
RULES AND 9. Tenant agrees to comply with all rules and regulations
REGULATIONS Landlord may adopt from time to time for operation of the
Building and parking facilities and for the protection and
welfare of Building and parking facilities, and the
tenants, visitors and occupants of the Building. 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 adopted from time
to time by Landlord shall become a part of the Lease, and
Tenant hereby agrees to comply with the same upon delivery
of a copy thereof to Tenant providing the same do not
materially deprive Tenant of its rights established under
this Lease.
SERVICES 10. Janitorial and electric shall be the sole cost and
responsibility of the Tenant and is not included in the
Rental Rate.
TENTANT 11. It is understood and agreed between the parties hereto
CHARGES that any charges against Tenant by Landlord for services or
for work done on the Leased Premises by order of Tenant, or
otherwise accruing under this Lease, shall be considered as
rent due and shall be included in any lien for rent.
REPAIR OF 12. Landlord shall maintain in good order and repair the
BUILDING AND Building (excluding repairs to be made by Tenant),
PREMISES including without limitation public areas, the parking
areas, landscape areas, elevators, stairs, corridors,
restrooms, the base building heat, ventilating, air
conditioning, mechanical, plumbing, and electrical systems,
and the structure itself, including the roof, foundations,
exterior walls, and glass exterior surfaces of the Premises
and the Building, all structural members of the Building
and all underground utility lines serving the Building.
Provided, however, the cost of any repairs or maintenance
to the foregoing necessitated by the negligence of Tenant
or its agents, contractors or employees shall be reimbursed
by Tenant to Landlord upon demand as additional rent.
At its sole cost, Tenant shall maintain in good repair
and tenable condition, subject to normal wear, tear,
casualty and condemnation, that portion of the Premises
within the demising walls thereof, including any wall
coverings and paint on the interior side of the demising
walls, below the ceiling slab and above the floor slab, any
tile, carpet or other floor covering installed for Tenant.
Tenant's maintenance obligation shall extend to all tenant
improvements and contents within the Premises. Tenant shall
not be obligated to repair damage resulting from the gross
negligence of Landlord or its agents, contractors, or
employees.
Tenant shall make no structural alterations or
structural additions of any kind to the interior of the
Premises without first obtaining Landlord's written
consent. Tenant, at its sole cost, may make non-structural
alterations or non-structural additions within the Premises
subject to the following conditions:
a. Tenant shall give Landlord prior written notice of
its intention to make alterations, additions, or repairs.
b. Landlord reserves the right to approve the plans
and specifications for such alterations and additions; such
approval shall not be unreasonably withheld or delayed.
c. Tenant shall only use contractors who are approved
by Landlord, and such contractors shall be required to
furnish evidence of insurance coverages, including Public
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Liability, Workers Compensation, and Automobile Liability
coverages, as well as any other coverages required by
Landlord. The limits of such coverage shall be no less than
those required of Tenant. Tenant shall cause such work to
be performed in accordance with all applicable building
codes and other governmental regulations to be completed
and paid and shall discharge any and all liens or claims of
lien arising therefrom, or if Tenant disputes any such lien
or claim of lien, Tenant may post a bond to remove the lien
from the Premises in accordance with local statute. All
such work, including additions, fixtures, and improvements
(but excluding movable office furniture and equipment and
other personal property. of Tenant) made or placed in or
upon the Premises by either Tenant or Landlord shall be and
become Landlord's property upon installation all without
compensation to Tenant.
MECHANIC 13. Tenant further agrees that Tenant shall pay all liens
LIENS of contractors, subcontractors, mechanics, laborers,
materialmen, and other items of like character, and shall
indemnify Landlord against all expenses, costs, and
charges, including bond premiums for release of liens and
attorney's fees and costs reasonably incurred in and adopt
the defense of any suit in discharging the said 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 rent due and shall be
included in any lien for rent.
Tenant shall not have any authority to create any
liens for labor or materials on Landlord's interest in the
Leased Premises, and Tenant shall place all persons
contracting with Tenant for the destruction or removal of
any facilities or other improvements or for the erection,
installation, alternation, or repair of any facilities or
other improvements on or about the Leased Premises, and all
materialmen, contractors, subcontractors, mechanics, and
laborers on notice that they must look only to Tenant and
to Tenant's interest in the Leased Premises to secure the
payment of all ▇▇▇▇ for work done or material furnished at
the request or instruction of Tenant.
PARKING 14. Pursuant to all the terms, provisions, covenants, and
conditions contained herein, for the Term of this Lease,
Tenant hereby shall be provided one hundred (100)
unassigned parking spaces. Four (4) of the parking spaces
may be assigned for Carnival Air Lines visitors. During the
lease term, Landlord shall have the right to assign any and
all parking spaces. Tenant agrees to hold Landlord harmless
for damage to the vehicles or personal property in vehicles
that may occur while the vehicles are parked in the parking
areas of the Building.
ESTOPPEL 15. Tenant agrees that from time to time, upon not less
AGREEMENT than ten (10) days prior request by Landlord, Tenant shall
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 rent 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.
SUBORDIN- 16. If the Building and/or Leased Premises are at any time
NATION 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 shall also
simultaneously give a copy of such notice to each
Landlord's mortgagee; and each 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 shall 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
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during the Lease Term, be subject and subordinate to any
mortgage now or hereafter encumbering the Building. This
provision shall be self-operative without the execution of
any further instruments. Notwithstanding the foregoing,
however, Tenant hereby agrees to execute any instruments
which Landlord may deem desirable to evidence the
subordination of this Lease to any and all such mortgages.
Failure to execute a subordination agreement within ten
(10) days after request from Landlord shall be deemed a
default hereunder.
ATTORNMENT 17. If the interest of Landlord under this Lease shall be
transferred voluntarily or by reason of foreclosure or
other proceedings for enforcement of any mortgage on 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 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 said attornment to be effective and
self-operative without the execution of any further
instruments upon the Purchaser succeeding to the interest
of 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 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 in Tenant under Lease or otherwise and
Landlord's successor by acceptance of rent from Tenant
hereunder shall become liable and responsible to Tenant in
respect to all obligations of Landlord under this lease
thereafter accruing.
ASSIGNMENT 18. Without the written consent of Landlord first obtained
in each case, which consent may be granted or withheld at
Landlord's sole discretion, Tenant shall not voluntarily or
involuntarily, whether by operation of law or otherwise,
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 or any part
thereof to be occupied by other persons. In lieu of
consenting or not consenting, Landlord may, at its option,
(1) in the case of a proposed assignment of this lease or a
proposed subletting of all of the Leased Premises,
terminate this Lease as to that portion of the Premises
which Tenant has proposed to sublet. In the event Landlord
elects to terminate this Lease pursuant to clause (ii) of
this paragraph, Tenant's obligation as to Base Rental and
additional rent shall be reduced in the same proportion
that the Net Rentable Area of the portion of the Premises
which Tenant proposed to sublet bears to the total Net
Rentable Area of the Premises. If this Lease is assigned or
if the Leased Premises or any part thereof is underlet or
occupied by anybody other than Tenant, voluntarily or
involuntarily, whether by operation of law or otherwise,
Landlord may, after default by Tenant under this Lease in
case of a sublease and at any time (whether or not Tenant
is in default under this Lease) in the case of an
assignment, collect or accept rent form the assignee,
undertenant or occupant and apply the net amount collected
or accepted to the rent herein reserved; but such
collection or acceptance shall not be deemed a waiver of
the foregoing covenant or the acceptance of the assignee,
undertenant or occupant as Tenant hereunder, nor shall it
be construed as or implied to be a release of Tenant from
the further observance and performance by Tenant of the
terms, provisions, covenants and conditions herein
contained.
In the event Tenant is a partnership, corporation or
other firm or entity, any transfer of more than fifty
percent (50%) of the right, title or interest herein,
existing as of the date hereof shall, for the purposes
hereof be deemed to be an assignment. Fifty percent (50%)
of any sums or other economic considerations received by
Tenant as a result of a subletting, whether denominated
rentals under the sublease or otherwise, which exceed, in
the aggregate, the total sums which Tenant is obligated to
pay Landlord under this Lease (prorated to reflect
obligations applicable to that portion of the Leased
Premises subject to such sublease) shall be payable to
Landlord, immediately following Tenant's receipt of the
same under this Lease
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without affecting or reducing any other obligations of
Tenant hereunder and shall constitute additional rent.
Fifty percent (50%) of any sums or other economic
considerations received by Tenant as result of an
assignment of this Lease, whether denominated rentals under
the assignment or otherwise, shall be payable to Landlord,
immediately following Tenant's receipt of the same under
this Lease without affecting or reducing any other
obligations of Tenant hereunder and shall constitute
additional rent.
SUCCESSORS 19. All terms, provisions, covenants and conditions to
AND ASSIGNS be observed and performed by Tenant shall be applicable to
and binding upon Tenant's respective heirs, administrators,
executor, successors and assigns - subject, however, to the
restrictions as to assignment or subletting by Tenant as
provided therein. All expressed covenants of this Lease
shall be deemed to be covenants running with the land.
HOLD 20. Tenant agrees to indemnify and hold harmless
HARMLESS OF Landlord against all claims and damages to persons or
LANDLORD property by reason of the use or occupancy of the Leased
Premises by Tenant, its agents, contractors or employees or
invitees and to pay all expenses incurred by Landlord in
connection therewith including attorney's fees and court
costs.
Landlord shall not be liable to Tenant or to any
person, firm, corporation, or other business association
claiming by, through or under Tenant, for failure to
furnish or for delay in furnishing any services provided
for in this Lease and not such failure or delay by Landlord
shall be actual or constructive eviction of Tenant nor
shall any such failure or delay operate or relieve Tenant
from the prompt and punctual performance of each and all of
the covenants to be performed herein by Tenant; nor form
any defects in the Premises or Building; or from defects in
the cooling, heating, electric, water, elevator or other
applicable apparatus or systems or water discharge from
sprinkler systems in the Building; nor for theft,
mysterious disappearance or loss of any property of Tenant,
water from the premises or any part of the Building.
Tenant shall at all times maintain the following
insurance coverages and amounts:
(i) Commercial General Liability Insurance,
including Contractual Liability coverage, relating to the
Leased Premises and its appurtenances on an occurrence
basis with a minimum limit of at least $1,000,000 per
occurrence, $1,000,000 aggregate, including Personal Injury
and Products/Completed Operations. In addition, before
undertaking any alterations, additions, improvements,
construction or occupancy, Tenant shall obtain public
liability insurance and name Landlord and Landlord's
property manager as additional insured insuring Tenant and
Landlord (and its designees) against any liability which
may arise on account of such proposed alterations,
additions, improvements or construction on an occurrence
basis with a minimum single limit of at least $1,000,000.
(ii) Property insurance on an "all risk" basis,
including but not limited to, fire and lightning, extended
coverage (all risk of physical loss), vandalism and
malicious mischief and flood (if required by Landlord, any
mortgagee or governmental authority and if obtainable) in
an amount adequate to cover the full replacement cost of
Tenant's personal property, the property of others in the
care, custody or control of Tenant, and any improvements
and betterments installed by Tenant. Tenant waives any and
all right of recovery against Landlord for damage to the
aforementioned property and agrees to obtain waiver of
subrogation in the property insurance policy.
(iii) Workers compensation insurance for statutory
limits including a minimum of $1,000,000 employer's
liability covering all employed, directly or indirectly, in
connection with any finish work performed by Tenant or any
repair or alteration authorized by this Lease or consented
to by Landlord, and all employees or agents of Tenant.
(iv) Such other insurance as may be carried on the
Leased Premises and Tenant's
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operation thereof as may be required by Landlord from time.
The coverages afforded by such insurance shall not limit
Tenant's liability hereunder. If Tenant fails to obtain and
provide any or all of the aforesaid insurance, then
Landlord may, (but shall not be required to) purchase such
insurance on behalf of Tenant and Tenant shall, on demand,
reimburse Landlord for the cost of such insurance together
with interest thereof (from the date on which Landlord paid
such cost to the date on which Tenant reimburses Landlord
therefor) the maximum rate permitted by law and same shall
constitute additional rent. In case Landlord shall be made
a party to any litigation commenced against Tenant, then
Tenant shall protect and hold harmless and shall pay all
costs and reasonable attorney's fees incurred or paid by
Landlord in connection with such litigation and any
thereof, regardless of the initiation of court proceedings.
Tenant shall furnish Landlord certificates of
insurance certifying the above coverage. The certificates
shall include acknowledgment that the policies have been
amended to provide thirty (30) days notice of termination
to Landlord.
Notwithstanding any contrary provision of this Lease,
Tenant shall look solely (to the extent insurance coverage
is not applicable or available) to the interest of Landlord
in the Building for the satisfaction of any judgment or the
judicial process requiring the payment of money as a result
of any gross negligence or breach of this Lease by Landlord
or Landlord's management agent and Landlord shall have no
personal liability hereunder of any kind.
ATTORNEYS' FEES 21. If either party defaults in the performance of any of
the terms, provisions, and conditions and by reasons
thereof, the other party employs the services of an
attorney to enforce performance of the covenants, or to
perform a service based upon defaults, regardless of the
initiation of court proceedings, then in any of said
events, the prevailing party shall be entitled to
reasonable attorney's 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.
DESTRUCTION 22. In the event the Leased Premises shall be destroyed
OR DAMAGE or so damaged or injured by fire or other casualty, during
the Term of the Lease, whereby the same shall be rendered
untenantable, then Landlord shall have the right, but not
the obligation, to render such Leased Premises tenantable
by repairs within one hundred twenty (120) days therefrom.
Landlord agrees that, within thirty (30) days
following damage or destruction, it shall notify Tenant
with respect to whether or not Landlord intents to restore
the Premises. If said Premises are not rendered tenantable
within the aforesaid one hundred twenty (120) days, it
shall be optional with either party hereto to cancel this
Lease, and in the event of such cancellation, the rent
shall be paid only to the date of such fire or casualty.
The cancellation herein mentioned shall be evidenced in
writing. During any time that the Leased Premises are
untenantable due to causes set forth in this paragraph, the
rent r a just and fair proportion thereof shall be abated.
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 the date of such damage or destruction.
EMINENT 23. If there shall be taken during the Term of this
DOMAIN Lease, any portion of the Leased Premises, parking
facilities 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 rental shall be reduced in proportion to the area of
the Leased Premises so taken and Landlord shall repair any
damage to
10
the Leased Premises, parking facilities, or Building resulting
from such taking. If any part of the Leased Premises is taken by
condemnation or Eminent Domain which renders Leased Premises
unsuitable for its intended use, Tenant may elect to terminate
this Lease; or if any part of the Leased Premises is so taken
which does not render the Premises unsuitable for its intended
use, this Lease shall continue in effect, and the rental 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 possession is taken by the authority. All
sums awarded or agreed upon between Landlord and the condemning
authority for the taking of the interest of Landlord whether as
damages or as compensation, and whether for partial or total
condemnation, shall be the sole property of Landlord. If this
Lease should be terminated under any provisions of this
paragraph, rental shall be payable up to the date that possession
is taken by the authority, and Landlord shall refund to Tenant
any prepaid unaccrued rent less any sums or amount then owing by
Tenant to Landlord.
ABANDON 24. If during the Term of this Lease, Tenant shall abandon,
-MENT vacate or remove from the Lease Premises the major portion of the
goods, wares, equipment or furnishings usually kept on said
Leased Premises, or shall cease doing business in said Leased
Premises, or shall suffer the rent to be in arrears, Landlord
may, at its option, cancel this Lease in the manner stated in
Paragraph 27 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 rent
therefore, applying the same to the payment of the rent due by
these presents, and if the full rental herein provided shall not
be realized by Landlord over and above the expenses to Landlord
of such reletting, Tenant shall pay any deficiency. Landlord
shall have all rights of acceleration of, without further notice
to Tenant, in any manner Landlord deems fit in its sole
discretion, without any liability or rent credit to Tenant.
DEFAULT 25. It is agreed between the parties hereto that if Tenant shall
be adjudicated a bankrupt or an insolvent or take the benefit of
any federal or state 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 Premises
shall be abandoned or deserted; or if Tenant shall fail 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 devolve upon any
persons, firms, officers, or corporations other than Tenant by
death of Tenant, operation of the law or otherwise; then and in
any such events, at the option of Landlord, the total remaining
unpaid Base Rental for the Term of this Lease shall become due
and payable and the Term of this Lease shall expire and end five
(5) days after Landlord has given Tenant written notice (in the
manner hereinafter provided) of such act, condition or default
and Tenant hereby agrees immediately then to pay said Base Rental
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 this
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. In addition, Landlord shall be entitled
to all rights and remedies available at law or in equity in the
event Tenant shall fail to perform any of the terms, provisions,
covenants or conditions of this Lease on Tenant's part to be
performed. All rights and remedies specifically granted to
Landlord herein by law or in equity shall be cumulative and not
mutually exclusive.
WAIVER OF 26. Failure of Landlord to declare any default upon occurrence
DEFAULT 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
11
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 term, provision condition
or covenant of this Lease.
RIGHT OF 27. Landlord, or any of his agents, shall have the right to
ENTRY enter the Leased Premises by appointment during all reasonable
hours to examine the same or to make such repairs, additions or
alterations as may be deemed necessary for the safety, comfort,
or preservation thereof, or to said Building 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. Appointment shall not be unreasonably withheld.
NOTICE 28. Any notice given Landlord as provided for in this Lease
shall be sent to Landlord by registered mail addressed to
Landlord at Landlord's Management Office. Any notice to be given
Tenant under the terms of this Lease, unless otherwise stated
herein, shall be in writing and shall be sent by registered mail
to the office of Tenant in the Building or hand delivered to
Tenant. Either party, from time to time, by such notice, may
specify another address to which subsequent notice shall be sent.
LANDLORD 29. All automobile parking areas, driveways, entrances and
CONTROLLED exits thereto, Common Areas, and other facilities furnished by
AREAS Landlord, including all parking areas, truck ways, loading areas,
pedestrian walkways and ramps, landscaped areas, stairways,
corridors, and other areas and improvements provided by Landlord
for the general use, in common, of tenants, their officers,
agents, employees, servants, invitees, licenses, visitors,
patrons and customers shall be at 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 charges (by operation of meters or otherwise)
to 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 extensions
as may, in the opinion of Landlord's counsel, be legally
sufficient to prevent a dedication thereof or the accrual of any
rights to any person or the public therein, to close temporarily
all or any portion of the public areas, Common Areas or
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. Landlord shall operate and maintain to
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 full
authority to make and enforce rules and regulations regarding the
use of the same or to employ all personnel and to make and
enforce all rules and regulations pertaining to and necessary for
the proper operation and maintenance of the parking area and/or
Common Areas and other facilities. Reference in this paragraph to
parking area 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 30. Tenant agrees to surrender to Landlord, at the end of the
OF PREMISES Term of this Lease and/or upon any cancellation of this Lease,
ON said Leased Premises in as good condition as said Leased Premises
TERMINATION were at the beginning of the Term of this Lease, ordinary wear
OF LEASE AND and tear, and damage by fire or other casualty not caused by
HOLDING Tenant's negligence excepted. Tenant agrees that if tenant does
OVER not surrender said Leased Premises to Landlord at the end of the
Term of this Lease, then Tenant shall pay to Landlord double the
amount of the current rental for each
12
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
shall indemnify and save Landlord harmless from and against all
claims made by any succeeding tenant of said Leased Premises
against 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 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 judgement for possession shall
reinstate, continue or extend the Term of this Lease or affect in
writing and subscribed by a duly authorized officer or agent of
Landlord.
No act or thing done by 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 31. Tenant shall be responsible for and shall pay before
TAX delinquency all municipal, county or state taxes assessed during
the Term of this Lease against any occupancy interest or personal
interest or personal property of any kind, owned by or placed in,
upon or about the Leased Premises by Tenant.
SIGNS 32. Landlord shall have the sole right to install on the
interior or exterior of the Building (not to obscure Tenant's
sign) and Leased Premises and Landlord shall have the sole right
to change the Building's name or street address.
TRIAL BY 33. It is mutually agreed by and between Landlord and Tenant
JURY 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 Premises. Tenant further agrees that it shall
not interpose any counterclaim in a summary proceeding or in any
action based upon non-payment of rent or any other payment
required of Tenant hereunder.
RELOCATION 34. With the mutual agreement of Landlord and Tenant, Landlord
OF TENANT expressly reserves the right at Landlord's sole cost to remove
Tenant from the Leased Premises and to relocate Tenant in some
other space of Landlord's choosing of approximately the same
dimensions and size within the Building, 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 Premises, or other
materials so that the space in which Tenant is removed. Nothing
herein contained shall be construed the relieve Tenant or imply
that Tenant is relieved of the liability for or obligation to pay
any additional rent 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 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 Tenant's
obligation to pay the rents and perform the covenants and
agreements hereunder for the full Term of this Lease.
CROSS 35. If the term of any lease, other than this Lease, made by
DEFAULT Tenant for any other space in the Building shall be terminated or
terminable after the making of this Lease as herein extent
permitted by law. This Lease shall be construed in accordance
with the laws of the State of Florida.
INVALIDITY OF 36. If any terms, provision, covenant or condition of this
PROVISION Lease or the application thereof
13
to any person or circumstances shall, to any extent, be invalid
or unenforceable, the remainder of this Lease or the application
of such term, provisions, covenant or condition to persons or
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 37. It is understood and agreed between the parties hereto
ESSENCE that time is of the essence of all the terms, provisions,
covenants and conditions of this Lease.
MISCEL- 38. The terms "Landlord" and "Tenant" as herein contained shall
LANEOUS 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, covenant and conditions of this
Lease are expressed in the total language of this Lease Agreement
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 39. Submission of this instrument for examination does not
DATE 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 Building. This instrumental becomes effective as
a Lease only upon execution and delivery by both Landlord and
Tenant.
ENTIRE 40. This Lease contains the entire agreement between the
AGREEMENT 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 expressly herein.
DUAL 41. Tenant represents and warrants that it has dealt with no
AGENCY broker, agent or other person in connection with this
DISCLOSURE transaction and that no broker, agent or other person brought
about this transaction, other than ▇▇▇▇▇ ▇▇▇▇▇▇ Commercial Real
Estate as agent for Landlord, shall be compensated by the
Landlord. Tenant agrees to indemnify and hold Landlord 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 42. Neither Landlord nor Tenant shall be required to perform
MAJEURE 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),
material or labor shortages, restrictions by any governmental
authority, civil riots, floods, and any other cause not
reasonably within the control of Landlord or Tenant and which by
the exercise of due diligence Landlord or Tenant is unable,
wholly or in part, to prevent or overcome. Lack of money shall
not be deemed force majeure.
RADON GAS 43. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your
county public health unit.
USE OF 44. Tenant shall not cause or permit any Hazardous Material to
HAZARDOUS be brought upon, kept or used in or about the Premises or the
MATERIALS Building by Tenant, its agents, employees, contractors or
invitees. If Tenant breaches this obligation, Tenant shall
indemnify, defend and hold Landlord harmless from any and all
claims, judgements, damages, penalties, fines, costs, liabilities
or
14
losses (including without limitation, diminution in value of the
Premises or the Building, damages for loss or restriction on use
of rentable space or of any amenity of the Premises or the
Building, damages arising form any adverse impact on marketing of
space, and sums paid in settlement of claims, attorney's fees,
consultant fees and expert fees) which arise during or after the
lease Term as a result of such contamination. This
indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation
of site conditions or any cleanup, remedial, removal or
restoration work required by and federal, state or local
governmental agency or political subdivision because of Hazardous
Material present in the soil or ground water, in the Premises or
in the Building.
Without limiting the foregoing, if the presence of any
Hazardous Material on the Premises or in the Building caused by
Tenant, its agents, employees, contractors or invitees results in
any contamination of the Premises and/or the Building, Tenant
shall promptly take all actions at its sole expense as are
necessary to return the Premises and/or the Building to the
conditions existing prior to the introduction of any such
Hazardous Material to the Premises; provided that Landlord's
approval of such actions shall first be obtained, which approval
shall not be unreasonably withheld so long as such actions would
not potentially have any material adverse long-term effect on the
Premises and/or the Building. The foregoing indemnity shall
survive the expiration or earlier termination of the Lease. As
used herein, the term "Hazardous Material" means such hazardous
or toxic substance, material or waste, including, but not limited
to, those substances, materials, and wastes listed in the United
States Department of Transportation Hazardous Materials Table (49
CFR 172.101) or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302) and amendments thereto, or
such substances, materials and wastes that are or become
regulated under applicable local, state or federal law. Landlord
and its agents shall have the right, but not the duty, to inspect
the Premises at any time to determine whether Tenant is complying
with the terms of this Lease. Landlord shall use its best efforts
to minimize interference with Tenant's business but shall not be
liable for any interference caused thereby. Any default under
this paragraph shall be a material default-enabling Landlord to
exercise any of the remedies set forth in this Lease.
15
ADDENDUM
This ADDENDUM is attached to and is to be considered part of that Lease
Agreement between Airport Commerce Center, Inc., as Landlord and Carnival
Airlines, Inc., as Tenant dated February ____, 1996, for lease of office space
at the Airport Commerce Park, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LANDLORD'S WORK 45. Prior to occupancy and at no additional cost to Tenant,
Landlord shall build out the demised space using building
standard materials in accordance with a space plan to be
prepared by Landlord and approved by Tenant and Landlord
prior to construction.
16
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 premises, Building
and parking facilities for tenants therein at as economical a cost as reasonably
possible and in as efficient a manner as reasonably possible, to assure security
for the protection of tenants so far as reasonably possible, and to regulate
conduct in and use of said Premises, Building and parking facilities in such
manner as to minimize interference by others in the proper use of same by
Tenant.
1. Tenant, its officers, agents, servants and employees shall not block or
obstruct any of the entries, passages, doors, elevator doors, hallways or
stairways of Building or parking facilities, 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, patron, licensees, customers, visitors or
invitees.
2. The movement of furniture, equipment, merchandise or materials within, into
or out of the Leased Premises, Building or parking facilities 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, Premises and Building in such movement. Tenant shall not move
furniture, machines, equipment merchandise or materials within, into or out of
the Building, Leased Premises or parking facilities without having first
obtained a written permit from Landlord twenty-four (24) hours in advance.
Safes, large files, electronic data processing equipment and other heavy
equipment or machines shall be moved into Leased Premises, Building or parking
facilities only with Landlord's written consent and placed where directed by
Landlord.
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 or invitees in or on any part of the outside or
inside the Building, parking facilities or Leased Premises 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 by Landlord.
Signs on doors and entrances to Leased Premises shall be placed thereon by a
contractor designated by Landlord and paid for by Tenant. Tenant will be allowed
to advertise presence of a sales office that is clearly visible to the public.
All signage must comply with all municipal codes and shall be approved by
Landlord prior to installation. Approval shall not be unreasonably withheld.
4. Landlord shall not be responsible for lost or stolen property, equipment,
money or any article taken from Leased Premises, Building or parking facilities,
regardless of how or when loss occurs.
5. No additional locks shall be placed on any door or changes made to existing
locks in Building without the prior written consent of Landlord. Landlord shall
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. Tenant
shall, at Tenant's expense be allowed to re-key interior and exterior doors to
master and furnish master to Landlord.
6. Tenant, its officers, agents, servants or employees shall do no painting or
decorating in Leased Premises, 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 installed or changed, such work
shall be done at expense of Tenant, with the approval and under the direction of
Landlord.
7. Landlord reserves the right to:
(i) Close the Parking Area at 6:00 p.m., subject, however, to Tenant's
right to admittance under regulations prescribed by Landlord, and to
require the persons entering the Building to identify themselves and
establish their right to enter or to leave the Building; Tenant shall have
access to parking after hours by Landlord providing Tenant with access;
17
(ii) close all parking areas between the hours of 6:00 p.m. and 7:00 a.m.
during the week days; and
(iii) close all parking areas on weekends and holidays.
(iv) Tenant shall have full access to Leased Premises twenty-four (24)
hours a day, seven (7) days a week. Tenant shall be provided access
cards for after-hours-secured gates.
8. Tenant, its officers, agents, servants and employees shall not permit the
operation of any musical or sound producing instruments or device which may be
heard outside Leased Premises, Building or parking facilities, or which may
emanate electrical waves which shall impair radio or television broadcasting or
reception from or in Building.
9. Tenant, its officers, agents, servants and employees shall, before leaving
Leased Premises unattended, close and lock all doors and shut off all utilities;
damage resulting from failure to do so shall be paid by Tenant. Before closing
of the day and leaving the said Premises, each Tenant shall see that all blinds
and/or draperies are pulled and drawn.
10. All plate and other glass now in Leased Premises or Building which is
broken through cause attributable to Tenant, its officers, agents, servants and
employees, patrons, licensees, customers, visitors 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, electric facilities or any part or
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 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
or invitees shall have caused it.
13. All contractors and/or technicians performing work for Tenant within the
Leased Premises, Building or parking facilities 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, ceiling, equipment or any other physical feature of the
Building, Leased Premises or parking facilities. None of this work shall be
done by Tenant without Landlord's prior written approval. Approval of Tenant's
contractors and communications and computer support vendors and employees
performing normal routine installations will not be governed by this condition
nor will approvals be unreasonably withheld or delayed.
14. No showcases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the halls, corridors or
vestibules without the prior written consent of Landlord.
15. Glass panel doors, that reflect or admit light into the passageways or into
any place in the Building shall not be covered or obstructed by Tenant, and
Tenant shall not permit, erect, and/or place drapes, furniture, fixtures,
shelving, display cases or tables, lights or signs and advertising devices in
front of or in proximity of interior and exterior windows, glass panels, or
glass doors providing a view into the interior of the Leased Premises, unless
same shall have first been approved in writing by Landlord.
16. Canvassing, soliciting and peddling in the Building or parking facilities
is prohibited and each Tenant shall cooperate to prevent the same. In this
respect, Tenant shall promptly report such activities to the Property Management
office.
18
17. 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.
18. In the event Tenant must dispose of crates, boxes, etc., which shall not
fit into office wastepaper baskets, it shall be the responsibility of Tenant
with Landlord's assistance to dispose of same. In no event, shall Tenant set
such items in the public hallways or other areas of Building or parking
facilities, excepting Tenant's own Premises, for disposal.
19. Tenants are cautioned in purchasing furniture and equipment that can easily
fit on the elevator and 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 any furniture or equipment of any
description to be placed in the Building which does not comply with the above
conditions.
20. Tenants shall 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 Premises demised to Tenant become infested with vermin, Tenant, at
its sole cost and expense, shall cause its premises to be exterminated from time
to time, to the satisfaction of Landlord, and shall employ such extermination
therefore as shall be approved by Landlord.
22. Tenant shall not install any antenna or aerial wires, or radio or
television equipment, or any other type of equipment, inside or outside the
Building, without Landlord's prior approval in writing, and upon such terms and
conditions as may be specified by Landlord in each and every instance. Approval
shall not be unreasonably withheld.
23. Tenant shall not advertise the business, profession or activities of Tenant
in any manner which violated the letter or spirit of any code of ethics adopted
by any recognized association or organization pertaining thereto, or use the
name of the Building 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 visitors shall not solicit business in the Building's
parking facilities or Common Areas, nor shall Tenant distribute any handbills or
other advertising matter in automobiles parked in the Building's parking
facilities.
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,
or Landlord in its operation of the Building or commit waste or suffer or permit
waste to be committed in the Leased Premises, Building or parking facilities.
In addition, Tenant shall not allow its officers, employees, agents, servants,
patrons, customers, licensees, and visitors to conduct themselves in such a
manner as to create any nuisance or interfere with, annoy or disturb any other
Tenant in the Building or Landlord in its operations of the Building or commit
waste or suffer or permit waste to be committed in the Leased Premises, Building
or parking facilities.
26. Tenant, its officers, agents, servants and 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 parking
facilities any flammable fluids or explosives without permission of Landlord.
27. Tenant, its officers, employees, agents and servants shall not use Leased
Premises, Building or parking facilities for housing, lodging or sleeping
purposes or for the cooking or preparation of food without prior written consent
of Landlord.
19
28. Tenant, its officers, employees, agents, servants, patrons, customers,
licensees, visitors or invitees shall not bring into parking facilities,
Building or Leased Premises or keep on Leased Premises any fish, fowl, reptile,
insect, or animal or any bicycle or other vehicle without the written consent of
Landlord.
29. Neither Tenant nor any officers, employees, agents, servants, patrons,
customers, licensees, visitors or invitees or any Tenant shall go upon the roof
of the Building without the written consent of Landlord.
30. Tenants employing laborers or others outside of the Building shall not have
their employees paid in the Building, but shall arrange to pay their payrolls
elsewhere.
20
ASSIGNMENT OF LEASE
-------------------
THIS ASSIGNMENT OF LEASE, made and entered into this ________ Day of July, 1999
by and between OASIS RESERVATION SERVICES, INC., hereinafter called the
"Assignor", and INTERNET TRAVEL NETWORK, hereinafter called the "Assignee".
WITNESSETH:
-----------
For good and valuable consideration paid by Assignee to Assignor, receipt of
which is hereby acknowledged, Assignor does hereby assign unto Assignee all of
the right, title and interest of Assignor as Tenant under that certain lease
dated August 23, 1995 by and between Airport Commerce Park, Inc., as Landlord,
and Pan American Airways Corp. F/K/A Carnival Air Lines, Inc., as Tenant, with
an Assignment of Lease to Oasis Reservation Services, Inc., dated June 18, 1998
relating to that certain area containing approximately 8,688 square feet of
space, Suite numbers 308 through 318, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇, together, with all of the rights of Assignor arising under said lease.
The said assignment by said Assignor or Assignee shall become affective on the
14th day of July. Copy of above recited lease dated March 1, 1996, and First
Assignment of Lease dated June 18th, 1998 is attached hereto and make a part
hereof.
The Assignor understands and agrees that this assignment shall not in any manner
relieve the Assignor from liability upon the covenants of said lease and agrees
that the Assignor shall remain liable for all payments provided for and to
perform and abide by all the covenants and conditions of said lease as are
provided by Tenant therein to be made and performed.
The Assignee, by execution hereof, hereby accepts the foregoing assignment and
assumes and agrees to make all the payments provided for and to perform and
abide by all the covenants and conditions of said lease as are provided by
Tenant therein to be made and performed.
The Assignee, by execution hereof, hereby accepts the foregoing assignment and
assumes and agrees to make all the payments provided for and to perform and
abide by all the covenants and conditions of said lease as are provided by
Tenant therein to be made and performed.
IN WITNESS WHEREOF, the parties hereto have assigned and sealed this Assignment
of Lease in triplicate the day and year first above written.
WITNESSES: ASSIGNOR:
OASIS RESERVATION SERVICES, INC.
_______________________________ _____________________________________________
_______________________________
ASSIGNEE:
INTERNET TRAVEL NETWORK
_______________________________ _____________________________________________
_______________________________
Case Holding Company, Inc., Landlord in the above mentioned lease, hereby
consents to the foregoing Assignment of Lease under the conditions as stated
above and with an additional condition that no further assignment of said lease
of the premises thereby demised or any part thereof shall be made without the
written consent of the Landlord. Signed and sealed this ________ Day of
_____________ 1999.
WITNESSES: CASE HOLDING COMPANY, INC.
_______________________________ ---------------------------------------------
▇▇ ▇. Case, President
_______________________________
ASSIGNMENT OF LEASE
-------------------
THIS ASSIGNMENT OF LEASE, made and entered into this ________ Day of July, 1999
by and between OASIS RESERVATION SERVICES, INC., hereinafter called the
"Assignor", and INTERNET TRAVEL NETWORK, hereinafter called the "Assignee".
WITNESSETH:
-----------
For good and valuable consideration paid by Assignee to Assignor, receipt of
which is hereby acknowledged, Assignor does hereby assign unto Assignee all of
the right, title and interest of Assignor as Tenant under that certain lease
dated August 23, 1995 by and between Airport Commerce Park, Inc., as Landlord,
and Pan American Airways Corp. F/K/A Carnival Air Lines, Inc., as Tenant, with
an Assignment of Lease to Oasis Reservation Services, Inc., dated June 18, 1998
relating to that certain area containing approximately 1,600 square feet of
space, Suite numbers 322 through 323, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇, together, with all of the rights of Assignor arising under said lease
and including transfer of Assignor to Assignee of security deposit of None
posted under said lease. The said assignment by said Assignor or Assignee shall
become effective on the 14th day of July. Copy of above recited lease dated
March 1, 1996, and First Assignment of Lease dated June 18th, 1998 is attached
hereto and made a part hereof.
The Assignor understands and agrees that this assignment shall not in any manner
relieve the Assignor from liability upon the covenants of said lease and agrees
that the Assignor shall remain liable for all payments provided for and to
perform and abide by all the covenants and conditions of said lease as are
provided by Tenant therein to be made and performed.
The Assignee, by execution hereof, hereby accepts the foregoing assignment and
assumes and agrees to make all the payments provided for and to perform and
abide by all the covenants and conditions of said lease as are provided by
Tenant therein to be made and performed.
The Assignee, by execution hereof, hereby accepts the foregoing assignment and
assumes and agrees to make all the payments provided for and to perform and
abide by all the covenants and conditions of said lease as are provided by
Tenant therein to be made and performed.
IN WITNESS WHEREOF, the parties hereto have assigned and sealed this Assignment
of Lease in triplicate the day and year first above written.
WITNESSES: ASSIGNOR:
OASIS RESERVATION SERVICES, INC.
______________________________ _____________________________________________
______________________________
ASSIGNEE:
INTERNET TRAVEL NETWORK
_______________________________ _____________________________________________
_______________________________
Case Holding Company, Inc., Landlord in the above mentioned lease, hereby
consents to the foregoing Assignment of Lease under the conditions as stated
above and with an additional condition that no further assignment of said lease
of the premises thereby demised or any part thereof shall be made without the
written consent of the Landlord. Signed and sealed this ________ Day of
_____________ 1999.
WITNESSES: CASE HOLDING COMPANY, INC.
_______________________________ ---------------------------------------------
▇▇ ▇. Case, President
_______________________________
ASSIGNMENT OF LEASE
-------------------
THIS ASSIGNMENT OF LEASE is made and entered into this 18th day of June, 1998 by
and between Pan American Airways Corp. f/k/a Carnival Air Lines, Inc.,
hereinafter called the "Assignor", and OASIS Reservation Services, Inc.,
hereinafter called the "Assignee".
WITNESSETH:
-----------
For good and valuable consideration paid by Assignee to Assignor, receipt of
which is hereby acknowledged, Assignor does hereby assign unto Assignee all of
the right, title and interest of Assignor as Tenant under that certain leased
dated August 23, 1995 by and between Airport Commerce Park, Inc., as Landlord,
and Carnival Air Lines, Inc., as Tenant, relating to that certain area
containing approximately 1,600 square feet of space located in Building 3 of the
property known as Airport Commerce Park, Suite numbers 322 & 323, located at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, together, with all of the rights of
Assignor arising under said lease. The said assignment by said Assignor to the
Assignee shall become affective on the 18th day of June, 1998. A copy of above
lease dated August 23, 1995 is attached hereto and made a part hereof.
The Assignee understands and agrees that this assignment relieves the Assignor
from liability upon the covenants of said lease and agrees that the Assignee
shall now be solely and directly liable for all payments provided for in said
lease, and to perform and abide by all the covenants and conditions of said
lease.
The Assignee, by execution hereof, hereby accepts the foregoing assignment and
assumes and agrees to make all the payments provided for in said lease, and to
perform and abide by all the covenants and conditions of said lease as are
provided by Tenant therein to be made and performed.
IN WITNESS WHEREOF, the parties hereto have assigned and sealed this Assignment
of Lease in triplicate the day and year first above written.
WITNESSES: ASSIGNOR:
PAN AMERICAN AIRWAYS CORP.
F/K/A CARNIVAL AIR LINES, INC.
______________________________ By: _________________________________________
______________________________
ASSIGNEE:
OASIS RESERVATIONS SERVICES, INC.
_______________________________ By: _________________________________________
_______________________________
Airport Commerce Park, Inc., Landlord in the above mentioned lease, hereby
consents to the foregoing Assignment of Lease under the conditions as stated
above and with an additional condition that no further assignment of said lease
of the premises thereby demised or any part thereof shall be made without the
written consent of the Landlord. Signed and sealed this 25th day of June, 1998.
WITNESSES: AIRPORT COMMERCE PARK, INC.
_______________________________ _____________________________________________
President
_______________________________
STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter referred to as the
"Lease") made and entered into this 23rd day of August, 1995, by and between
Airport Commerce Park, Inc. (hereinafter called "Landlord"), whose address for
purposes hereof is C/O The ▇▇▇▇▇ ▇▇▇▇▇▇ Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Carnival Air Lines, Inc. (hereinafter called
"Tenant"), whose address for purposes hereof is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇
▇▇▇▇▇.
WITNESSETH:
LANDLORD AND TENANT agree to the following definitions for the defined
terms contained herein:
Definitions
a) "Premises" or "Leased Premises" is hereby defined as: suite
-------- ---------------
numbers 322 and 323 located in the Building #3 and such Lease Premises being
more particularly described as approximately 1,600 square feet of Net Rentable
Area (hereinafter defined):
b) Building is hereby defined as Airport ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ #▇▇▇
--------
and #323 located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
c) Base Rental is hereby defined as a sum of money as set forth
-----------
below. The phrase "Months of Term" refers to that period of time commencing on
and subsequent to the Commencement Date. Applicable sales tax will be added to
the Base Rental.
Months of Term Monthly Rent Annual $/PSF
-------------- ------------ ------------
1-12 $1,333.33 $10.00
13-24 1,386.67 10.40
25-36 1,442.13 10.82
37-48 1,499.82 11.25
49-60 1,559.81 11.70
Landlord upon execution of this Lease by Landlord and Tenant, hereby
acknowledges payment by Tenant of the sum of One thousand four hundred thirteen
and 33/100 Dollars ($1,413.33) representing payment of rental for the first full
calendar month of this Lease including sales tax. The balance of the total Base
Rental is payable in equal monthly installments as specified above on the first
day of each month; hereafter ensuing the first of which shall be due and payable
on the first day of November, 1995.
d) Lease Term is hereby defined s being for a period of Five (5)
----------
years commencing on approximately October 1, 1995 and terminating on September
30, 2000.
e) Base Year is herein defined, as being calendar year 1995)
---------
f) Tenant's Proportionate Share to be paid by the Tenant for
----------------------------
Impositions (as hereinafter defined) is hereby defined to be the percentage
which the Net Rentable Area then leased by the Tenant in the Building bears to
the Total Net Rentable contained in the building which is approximately 1,600
rentable square feet. This percentage at the commencement of this Lease is 2%.
g) Cost of Living pursuant to Paragraph 5 of this Lease, the annual
--------------
Base Rental is hereby defined as Sixteen thousand and No/100 Dollars plus
applicable sales tax. ($16,000.00).
i) Security Deposit is hereby defined to be: Waived.
----------------
j) Use or Purpose for which the Tenant will use and occupy the lease
--------------
premises shall be for the sole purpose of Office and Baggage Storage.
k) Electric, Heat and Air Conditioning and Janitorial monthly
----------------------------------------------------------
expenses are not included in the Base Rental Rate and shall be the sole cost and
--------
responsibility of the Tenant. Electric is separately metered.
l) Parking Spaces: Landlord shall provide Tenant with (six)
--------------
unassigned parking spaces, and two (2) "Customer Only" parking spaces. The
"Customer Only" parking spaces shall be located in front of the demised space.
m) Real Estate Broker in this transaction is hereby defined as ▇▇▇▇▇
------------------
▇▇▇▇▇▇ Commercial Real Estate Services, Inc.
n) Upon execution and delivery of this Lease to Landlord, Landlord
hereby acknowledges payment by Tenant as follows:
First Month's Rent: $1,333.33
Sales Tax: 80.00
---------
Total: $1,413.33
With the submission of this Lease for Landlord's consideration, Tenant
also includes a certificate of insurance as described in Paragraph 23.
Terms
The terms and conditions of the Standard Office Building Lease
attached hereto are incorporated by reference and made a part hereof.
2
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.
WITNESSES: LANDLORD:
AIRPORT COMMERCE PARK, INC.
________________________ By:________________________
▇▇ ▇. Case, President
________________________
TENANT:
CARNIVAL AIR LINES, INC.
________________________ By:__________________________
________________________
Attachments:
Exhibit A - Floor Plan
Standard Office Building Lease
Rules and Regulations
3