Agenda 12/13/2016 Item #16E3 16.E.3
12/13/2016
EXECUTIVE SUMMARY
Recommendation to approve a First Amendment to Lease with American National Insurance
Company for the continued use of office space for Pelican Bay Services.
OBJECTIVE: To secure an extended lease term for Pelican Bay Services to continue its operations at
the Suntrust Bank building located in Pelican Bay.
CONSIDERATIONS: The current Lease with Gulfshore Associates Limited Partnership for office
space utilized by Pelican Bay Services (PBS), located within the Suntrust Bank building (Building) in
Pelican Bay, is scheduled to terminate on December 31, 2016. At this time, the landlord's successor,
American National Insurance Company, has provided a First Amendment to Lease (Amendment) for
PBS's continued use of the office space at the Building.
The original lease commenced in 1992 when PBS leased office space on the sixth floor of the Building,
but relocated in 2013 to a smaller office on the second floor. The former landlord paid all costs for
moving and renovating the new office.
The extended lease term shall be for three years with one two-year renewal. The current rent is twenty-
four dollars ($24.00)per square foot, below market rate for the area, and will remain the same for the first
year of the new lease term. The second year's rent will increase to twenty-five dollars ($25.00)per square
foot, and each year thereafter the annual rent will be increased by three percent (3%) from the previous
year's rent. The lease is triple net and PBS will be required to pay all Common Area Maintenance costs,
as it does currently. Staff has requested that the early termination provision remain in the Amendment
but the landlord has revised the early termination for PBS to provide a 120 day advanced written notice
with a three-month penalty that is equal to the current monthly rate at the time of termination.
The attached Lease has been reviewed by Pelican Bay Services and its Board, Risk Management, and the
Office of the County Attorney for legality.
FISCAL IMPACT: The first year's rent of$23,496,the second's years rent of$24,475, and third year's
rent of$25,209.25, with annual three percent increases thereafter, plus CAM charges, shall be paid from
the following accounts: Pelican Bay MSTBU (109), Water Operation Administration (182601), Rent
Building (644100); Pelican Bay MSTBU (109), Right of Way Beautification (182900), Rent Building
(644100); Pelican Bay Light(778), Street Lighting Operations (182700),Rent Building (644100).
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan.
LEGAL CONSIDERATIONS: The County Attorney has reviewed the proposed First Amendment and
approved it as to form and legality. Majority support is required for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners approves the attached First
Amendment to Lease with American National Insurance Company and authorizes its Chairman to
execute same.
PREPARED BY: Michael Dowling, Sr. Property Management Specialist
Facilities Management Division
Packet Pg. 1986
16.E.3
12/13/2016
ATTACHMENT(S)
1. Pelican Bay First Amendment Lease-JAK signed (PDF)
2.Pelican Bay Lease Agreement (PDF)
Packet Pg. 1987
16.E.3
12/13/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.3
Item Summary: Recommendation to approve a First Amendment to Lease with American
National Insurance Company for the continued use of office space for Pelican Bay Services.
Meeting Date: 12/13/2016
Prepared by:
Title: Property Management Specialist, Senior—Facilities Management
Name: Michael Dowling
11/04/2016 12:36 PM
Submitted by:
Title: Division Director-Facilities Mgmt—Facilities Management
Name: Dennis Linguidi
11/04/2016 12:36 PM
Approved By:
Review:
Administrative Services Department Pat Pochopin Level 1 Division Reviewer Completed 11/04/2016 1:52 PM
Facilities Management Miguel Carballo Additional Reviewer Completed 11/04/2016 4:06 PM
Facilities Management Toni Mott Additional Reviewer Completed 11/04/2016 4:10 PM
Administrative Services Department Len Price Level 2 Division Administrator Review Completed 11/14/2016 2:35 PM
County Attorney's Office Jeffrey A.Klatzkow Level 2 Attorney Review Completed 11/16/2016 3:30 PM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 11/15/2016 8:36 AM
Office of Management and Budget Laura Wells Additional Reviewer Completed 11/15/2016 12:39 PM
County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 11/16/2016 3:30 PM
County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 11/28/2016 2:32 PM
Board of County Commissioners MaryJo Brock Meeting Pending 12/13/2016 9:00 AM
Packet Pg. 1988
16.E.3.a
FIRST AMENDMENT LEASE
This FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of
, 2016 ("Execution Date") by and between AMERICAN NATIONAL
INSURANCE COMPANY, a Texas insurance company(hereinafter"Landlord"), successor in interest to
Prior Landlord (as defined below) and COLLIER COUNTY, a political subdivision of the State of
Florida, by and through the Board of County Commissioners, Collier County, Florida
(hereinafter"Tenant").
WITNESSETH : a
WHEREAS, Tenant and GULF SHORE ASSOCIATES LIMITED PARTNERSHIP, a Florida y
limited partnership ("Prior Landlord") are parties to that certain Lease dated on or about October 8, 2013
(the "Lease") pursuant to which Tenant is presently leasing approximately 979 rentable square feet in m
Suite 302 of the building commonly known as the SunTrust Bank Building, located at 801 Laurel Oak
Drive,Naples,Florida(the"Building");and `2
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WHEREAS, Landlord acquired from Prior Landlord the Building on or about July 31, 2015 and
has succeeded to the rights and interests of Prior Landlord in and to the Lease; and
WHEREAS, Tenant has requested, and Landlord has agreed, to an extension of the Term and
certain other changes to the Lease as provided for herein; and
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WHEREAS, Landlord and Tenant now desire to amend the Lease as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the covenants, conditions, agreements and o--.
stipulations hereinafter expressed, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby agreed to and accepted by the parties, the Lease is hereby changed and
amended in the following particulars,to wit: m
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1. Definition of Terms. Capitalized terms not otherwise expressly defined in this
Amendment, to the extent such terms are defined in the existing Lease, shall have the same meaning and E
application as ascribed in the existing Lease.
2. Extension of Term. The parties hereto agree that the Term shall be extended
(the"Extended Term"), which shall commence January 1, 2017 (the "Extended Term Commencement m
Date") and continue until December 31, 2019 (the "Extended Term Expiration Date"). Further, effective
as of the Extended Term Commencement Date, the parties hereto agree and acknowledge that: (a) the 2
words "Initial Term" and "Term" shall each mean and include the Extended Term; and (b) the phrase
"Expiration Date" shall mean and include the Extended Term Expiration Date.
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3. Rent. The parties hereto agree and acknowledge that, effective as of the Extended Term
Commencement Date, Section 3.02 of the Lease shall be amended and restated in full to read as follows:
" 3.02 Commencing on January 1, 2017, Tenant shall pay to the Landlord in lawful money of
the United States of America, the sum of annual base rent excluding applicable sales taxes (in the
aggregate"Annual Base Rent")as follows:
1
G 563.5 0�7
102-0012-001 (IRE 5161)
Packet Pg. 1989
16.E.3.a
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" Lease Year Rent/S.F. Annual Base Rent Monthly Base Rent
1 $24.00 NNN $23,496.00 $1,958.00
2 $25.00 NNN $24,475.00 $2,039.58
3 $25.75 NNN $25,209.25 $2,100.77
4 $26.52 NNN $25,963.08 $2,163.59
(Option Term)
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5 $27.32 NNN $26,746.28 $2,228.86
(Option Term)
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4. Notice and Payment of Rents. The parties hereto agree and acknowledge thatcc
notwithstanding anything in Section 19.01 of the Lease,the notice address for Landlord and the address to
which payments of Rent should be delivered are as follows: d
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Notice address: American National Insurance Company N
Attn: Mortgage and Real Estate Investments Dept.
2525 South Shore Blvd., Ste. 207
League City, Texas 77573
RE: IRE 5161
With a copy to: CRE Consultants I Property Management
Attn: Stevie Clifford
1100 Fifth Avenue S
Naples, Florida 34102
Rent payments: CRE Consultants I Property Management
Attn: Stevie Clifford �+
1100 Fifth Avenue S
Naples, Florida 34102
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5. Option Term. The parties hereto agree and acknowledge that effective as of the
Extended Term Commencement Date, Section 29 of the Lease is amended and restated in full to read as °o
follows:
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" 29. Extension Options °-
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Upon written notice to Landlord in the manner provided in this Lease,no later than one
hundred eighty(180) days and no earlier than two hundred forty (240) days prior to the expiration of
the Term and provided Tenant is not then in default in the performance of its obligations pursuant to
this Lease, Tenant shall have the right to renew this Lease, as the same may be amended from time to
time, for one(1) additional term of two(2)years(the"Option Term"). If Tenant exercises this option
and the conditions in this Section 29 are satisfied, then this Lease shall be renewed and extended
upon the same terms and conditions set forth in this Lease, with the exception of the amount of
Annual Base Rent to be paid by Tenant to Landlord,which shall be as provided for in Section 3.02 of
this Lease. "
2
102-001(IRE 5161)
45)
Packet Pg. 1990
16.E.3.a
6. Section 32 of the Lease. The parties hereto agree and acknowledge that, effective as of
the Extended Term Commencement Date, Section 32 of the Lease shall be amended and restated in full to
read as follows:
"32. Early Termination
At any time on and after January 1, 2019, Tenant shall have the option to terminate this Lease
upon one hundred twenty (120) days prior written notice to Landlord, provided that, in addition to
providing such prior written notice, Tenant shall pay to Landlord an amount equal to three(3)months
of the then-current Rent(i.e., Base Rent and Additional Rent)due under the Lease. 15
c.)
7. Entire Agreement. This Amendment contains the entire agreement and understanding
between the parties concerning the subject matter of this Amendment and supersedes all prior agreements, co
terms, understandings, conditions, representations and warranties, whether written or oral, concerning the m
matters that are the subject of this Amendment. Wherever possible, each term of this Amendment shall
be interpreted in such.
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8.
8. No Other Modifications or Amendments. Except as amended or modified hereby, all a
terms, covenants, and conditions of the Lease as heretofore in effect shall remain in full force and effect
throughout the Term (as extended herein), and, as amended and modified hereby, all of the terms,
covenants, and conditions of the Lease are hereby ratified and affirmed in all respects. In the event of any -a
conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment
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shall control. v,
9. Miscellaneous. Time is of the essence for all matters provided for herein. This
Amendment shall be governed in all respects by the laws of the State of Florida, without regard to any ;..�
conflicts of law principles.
10. Execution in Counterparts; Facsimile Signatures. This Amendment may be executed
in one or more counterparts, each being deemed an original and all of which, when combined, being one E
and the same instrument. Additionally, Parties hereby agree that a facsimile of the signed execution
pages of this Amendment, faxed or scanned and e-mailed, shall be treated as the equivalent of signed E
originals. Q
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[THE REMAINDER OF THIS PAGE INTENTIONALLY RESERVED]
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GHA362563.5
102-001 (IRE 5161)
5
Packet Pg. 1991 `,
16.E.3.a
EXECUTED TO BE EFFECTIVE as of the Execution Date.
LANDLORD:
WITNESSES: AMERICAN NATIONAL INSURANCE COMPANY,
a Texas insurance company
By:
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ATTEST:
ATTEST: BOARD OF COUNTY COMMISSIONERS M
DATED: COLLIER COUNTY, FLORIDA
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DWIGHT E. BROCK, Clerkc•
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BY:
---, Deputy Clerk DONNA FIALA, Chairman cp
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Approved, • his"ir_2,•- legality: a
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[Signature Page(s)to First Amendment to Lease—Collier County(Florida)]
GHA362563
102-001(IRE 5161)
Packet Pg. 1992
16.E.3.b
THIS LEASE, made effective as of this L�+ day of n C "e'v- _, 2013.
BETWEEN: GULF SHORE ASSOCIATES LIMITED PARTNERSHIP
A Florida Limited Partnership
1499 Post Road, Lower Level
Fairfield, Connecticut 06824
(Hereinafter called the "Landlord")
-and-
COLLIER COUNTY, a political subdivision of the
State of Florida
3299 3301 E.Tamiami Trail
Naples, FL 34112
(Hereinafter called the "Tenant")
WITNESSETH that in consideration of the rents, covenants and agreements herein contained
the Landlord and the Tenant agree as follows:
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1. Premises ci
I The Landlord does hereby demise and lease to the Tenant the premises (the "Leased m
Premises") located on the Third Floor of the Building located at 801 Laurel Oak Drive, Naples, Florida M
as outlined on the plan appended as Schedule "A" attached hereto. The Leased Premises are
expressly exclusive of any part of the exterior face of the Building and subject to Section 4.08, shall Co
have an aggregate Rentable Area of approximately 979 square feet, and known as Suite 302. _
Except for the Landlord Work described on Schedule D attached hereto,Tenant accepts the Demised ca
Premises in"as is"condition. c)
2. Term d
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2.01
2.01 TO HAVE AND TO HOLD the Leased Premises for a period of three (3) years N
commencing upon January 1, 2014 ("Commencement Date"); and ending on December 31, 2016 rg
(the "Expiration Date"), (hereinafter called the "Initial Term" or "Term), unless the Term shall
otherwise terminate or be extended pursuant to any of the terms or conditions of this Lease or c
pursuant to law. y..
If the Term commences on any day other than the first day of a month, and/or ends on any
day other than the last day of a month, the annual rent payable herein as applicable, for the a
fraction(s) of a month at the commencement and/or at the end of the Term shall be pro-rated at a Q
rate per day equal to 1/365th of the annual Rent then applicable. a)
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3. Rent J
3.01 Except as otherwise provided in this Lease, the total annual compensation that the a
Tenant shall pay to the Landlord for th rental of the Leased Premises shall be the aggregate of(a) m
the annual rent as set forth in S tion 2(or for the Option Term if applicable), plus (b) the annual c
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"Additional Rent" which shall include, but not be limited to, Tenant's Proportionate Share of Taxes, ca
Tenant's Proportionate Share of Operating Costs, the annual cost of electrical current supplied to the .�
Leased Premises, if separately metered,,and all other annual costs and expenses, which the Tenant is d
obligated to pay to the Landlord as provided in this Lease and as set forth in herein. ;
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3.02 Commencing on February 1, 2014 ("Rent Commencement Date"),Tenant shall pay to E
the Landlord in lawful money of the United States of America, the sum of annual base rent excluding .
applicable sales taxes (in the aggregate"Annual Base Rent")as follows:
Lease Year Rent/S.F. Annual Base Rent Monthly Base Rent Q
1 $ 27.72 gross $ 27,137.88 $ 2,261.49
2 -3 $ 22.60 NNN $ 21,537.96 $ 1,794.83
3.03 Every amount payable by the Tenant hereunder in addition to Annual Base Rent shall
be deemed "Additional Rent." Base Rent and Additional Rent are herein collectively referred to as
the "Rent." Notwithstanding anything to the contrary contained herein, the Annual Base
Rent for Lease Year .1 shall be "gross"and inclusive of all Additional Rent but excluding
applicable sales tax. For Lease Years 2 through 3, Tenant shall pay the Annual Base Rent
plus Additional Rent excluding applicable sales tax.
3.04 All Rent shall be paid without demand, setoff or deductions of any kind, in equal
monthly installments, in advance, on the first day of each calendar month of the Term at the --------.
address of the Landlord stated above;or such other place as the Landlord may designate in writing
from time to time, with payment in advance of appropriate fractions of a monthly payment for any
portion of a month at the expiration dr prior termination of the Term. Time shall be of the essence
with respect to the payment of Rent.
_ Packet Pg. 1993
Ir
16.E.3.b
3.05 Except as otherwise specified herein, the Annual Base Rent shall be absolutely net to
the Landlord so that this Lease shall yield, net,to the Landlord, the Annual Base Rent specified and
that all costs, expenses and obligations of every kind and nature relating to the Leased Premises
which may accrue or become due during the Term shall be paid by the Tenant, including, without
limitation, all utilities and other services consumed or otherwise utilized by the Tenant in its
occupancy of the Premises. The Tenant shall indemnify and hold the Landlord harmless from and
against the same and all costs and expenses incurred by the Landlord in connection with claims for
the same, including attorney's fees.
4. Definitions
For the purpose of this lease:
4.01 "Building" means the lands and building, improvements or development constructed
or to be constructed from time to time in, under or upon the lands known as 801 Laurel Oak Drive,
Naples, FL 34108 and more particulariy'described in Schedule"B"attached hereto.
4.02 "Landlord's Statement',; shall mean an instrument containing a good faith
computation and reasonably Itemized: breakdown of any Additional Rent due pursuant to the
provisions of Article 5 herein. m
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4.03 "Landlord's Work"shall have the meaning set forth in Schedule D, if applicable.
4.04 "Leased Premises"shall have the meaning ascribed to such term in Article 1. >,
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4.05 "Lease Year"shall mean each consecutive twelve (12) month period during the Term m
with the first Lease Year commencing on the Commencement Date.
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4.06. "Leasehold Improvements" means all installations, alterations, Improvements,
additions, partitions and fixtures (other than Tenant's personalty or moveable trade fixtures) from n-
time to time made, erected or installed by the Tenant (excluding former tenant(s)), or by the
Landlord or others on behalf of the Tenant (excluding former tenant(s)), in or on the Leased cv
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Premises. N
4.07 "prmal Business Hours", unless otherwise specified, means the hours from 8:00 c
a.m. to 6:00 p.m. from Monday to Friday and 8:00 A.M. to 1:00 P.M. on Saturdays of each week a+
inclusive (except those days which are holidays).
4.08 "ODeratino Costs" means the total of all commercially reasonable expenses incurred CSI
in the complete maintenance and operation of the Building and allocable to the Term whether
incurred by or on behalf of the Landlord or(without any duplication) incurred by or on behalf of any d
owner or owners of parts of or interests in the Building with whom the Landlord may from time to
time have agreements for the pooling or sharing of costs. m
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4.08.1 Operating Costs shall include but are not limited to (but subject to certain deductions cc
and exclusions as hereinafter provided) the cost of providing janitorial, supervisory, maintenance, 03
pest control and other services, fees for management services either rendered by Landlord (or
affiliate) or a third-party property manager, the cost of operating elevators, the cost of heating, c0i
cooling and ventilating all space, including both rentable and non-rentable areas which are not "Eu-
separately sub-metered, the cost of providing hot and cold water, electricity (including lighting) and 4.
other utilities and services to both rentable and non-rentable areas which are not separately sub-
metered, the cost of all repairs including repairs to any Building improvements including elevators,
the cast of window cleaning and providing security and supervision, the costs of all insurance for
liability or fire or other casualties which the Landlord may obtain pursuant to the terms of this
Lease, accounting costs incurred in connection with maintenance and operation of the Building,
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including computations required for the imposition of charges to tenants generally, the amount of all
salaries, wages and fringe benefits paid to employees at or below the grade of property manager
engaged in the maintenance or operation of the Building, amounts paid to independent contractors
for any services in connection with such maintenance or operation, and other indirect expenses to
the extent allocable to the maintenance and operation of the Building. Operating Costs which vary
with occupancy shall be equitably adjusted to those costs which would have been incurred if the
Building had been fully occupied during the period in question.
4.08.2 Notwithstanding anything contained in subsection 4.08.1, Operating Costs shall not
include Taxes, income or like taxes of Landlord; interest and principal payments on or other costs
associated with any loans financing the Building; ground rental or master lease payments; any
costs, fines or penalties incurred because Landlord violated, or is otherwise responsible for the
violation of, any governmental rule or authority or made any late payment of any component of
Operating Costs; costs incurred because Landlord or another tenant violated the terms of any lease
2
Packet Pg. 1994
16.E.3.b
or other agreement; costs of preparing, improving or altering any space in preparation for
occupancy by any new or renewal tenant; expenses incurred in procuring other tenants and
preparing leases or extensions or other documentation relating thereto, including,without limitation,
advertising and legal fees; costs incurred to test, survey, abate, remove or otherwise remedy
Hazardous Materials; compensation, Wages, fringe benefits, workers' compensation insurance
premiums and payroll taxes for employees above the grade of building manager or for officers,
trustees or partners of Landlord; all items, utilities, services and other costs for which Tenant or any
other tenant or occupant of the Building;pays directly to third parties.
4.09 "Proportionate Share" means the fraction, which has as its numerator the Rentable
Area of the Leased Premises and has as its denominator the Total Rentable Area of the Building.
4.10 "Rentable Area" of any premises on any floor or level of the Building means the area
of the floor space therein as determined by the Landlord by actual measurement or from a floor plan
including a proportionate share of the common service areas comprised of the corridors, lobbies,
bathrooms, air-conditioning rooms, fanrooms,janitor's closets, telephone and electrical closets and
other closets serving the Leased Premises in common with other premises including their respective
enclosing walls. The Rentable Area of the Leased Premises is deemed to be 68,487 rentable square
feet, and shall not be adjusted except tb the extent any physical changes to same occurs during the
Term of this Lease. N
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4.11 "Total Rentable Area of the Building" means the aggregate of all rentable areas of the
Building and is deemed to be 68,593 rentable square feet and such calculation shall not be adjusted cn
except to the extent any physical changes to same occur during the Term.
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4.12 "Taxes" means all taxes,.rates, duties, levies and assessments allocable to the Term, m
whether municipal, governmental by any homeowners association, property association or by the
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Pelican Bay Improvement District or otherwise, levied, imposed or assessed against the Building and
the land appurtenant thereto or upon the Landlord in respect thereof or from time to time levied, •
imposed or assessed in the future in lieu thereof, or for which the Landlord is liable with respect to 0a)•
the Building, including those levied, imposed or assessed for special purposes and local ••
improvements, schools, annual assessments by the Pelican Bay Foundation and those assessments ti
which are special, unforeseen or extraordinary as well as those which are regular, foreseen and M
ordinary and including all costs and expenses (including legal and other professional fees and
interest penalties on deferred payments) incurred by the Landlord in good faith in contesting,
resisting or appealing any taxes, rates, duties, levies or assessments, but excluding income or
profits taxes upon the income of the Landlord to the extent such taxes are not levied in lieu of taxes,
rates, duties, levies and assessments against the Building or upon the Landlord in respect thereof. If
any governmental authority imposes, assesses or levies any tax upon the Landlord as a substitute in
whole or in part for a real estate tax or assessment, the substitute tax shall be deemed to be cs)
included in "Taxes" and shall be deemed to have been levied upon the Building. For all purposes of
this Lease, Taxes otherwise arrived at shall be adjusted to that amount which would be incurred if crr
the Building were fully improved during the period in question. y
5. Taxes and Operating Costs >+
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5.01 Landlord's Tax Obligations
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The Landlord covenants with the Tenant to pay promptly, when due to the taxing authority v
or authorities having jurisdiction, all Taxes as well as all items of sales tax paid by Tenant to a)
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Landlord in accordance with this Lease. The Landlord may postpone payment of any Taxes by it
pursuant to this section to the extent permitted by law and if prosecuting in good faith any appeal
against the imposition thereof.
5.02 Tenant's Tax Obligations:
The Tenant covenants with the Landlord:
5.02.1 To pay promptly when due to the taxing authority or authorities having jurisdiction all
taxes, rates, duties, levies and assessment whatsoever, whether municipal, governmental or
otherwise, levied, imposed or assessed (a) in respect of any and every business carried on in the
Leased Premises by the Tenant or in respect of the use or occupancy thereof(including license fees),
and (b) on any leasehold interest of the Tenant in the Leased Premises or any personal property of
any kind, owned, installed or used by the Tenant, all of which the Tenant shall report to the
appropriate taxing authority,and
5.02.2 To the extent not other ise provided for herein, to promptly pay all Taxes upon or
measured by rents reserved hereunder including all sales tax on the rental of real property and to
the extent the failure to do so could result in the imposition of a lien therefor on the Building or
liability to Landlord therefor;
3 .
Packet Pg.1995
116.E.3.b
5.03 Payment of Tenant's Propbrtionate Share of Taxes
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Commencing on the second anniversary of the Commencement Date, Tenant shall pay, as
Additional Rent, Tenants Proportionate Share of all Taxes payable by Landlord in respect of any
calendar or fiscal year allocable to the Term. Landlord shall submit to Tenant Landlord's Statement
and Tenant shall pay the Additional Rent set forth on such Landlord's Statement(less the amount of
estimated payments paid by Tenant on account thereof) as set forth herein. Landlord, at its option,
may require Tenant to make monthlyi payments on account of Tenant's Proportionate Share of
Taxes. The monthly payments shall be Ane-twelfth (1/12th) of the amount of Tenant's Proportionate
Share of Taxes and shall be payable on or before the first day of each month during the Term, in
• advance, in an amount reasonably estimated by Landlord and billed by Landlord to Tenant; provided
that Landlord shall have the right initially to determine such monthly estimates and to reasonably
revise such estimates from time to time. With reasonable promptness after Landlord has received
the tax bills for any calendar or fiscal year, Landlord shall furnish Tenant with Landlord's Statement
with respect thereto. If the actual amount of Tenant's Proportionate Share of Taxes exceeds the
estimated amount of Tenant's Proportionate Share of Taxes paid by Tenant for any calendar or fiscal
year, then Tenant shall pay to Landlord as Additional Rent the difference between the amount of
estimated Tenant's Proportionate Share?:of Taxes paid by Tenant and the actual amount of Tenant's
Proportionate Share of Taxes. This Additional Rent payment shall be due and payable within thirty
(30) days after delivery of Landlord's'-; Statement In compliance with Local Government Prompt
Payment Act, Ch. 218, Fla. Stat. If the total amount of estimated payments made by Tenant in
respect of Tenant's Proportionate Share:of Taxes paid by Tenant for any calendar or fiscal year shall
exceed the actual amount of Tenant's Proportionate Share of Taxes for such calendar or fiscal year, fn
then such excess amount shall be credited against the monthly installments of Additional Rent due >,
and payable from Tenant to Landlord hereunder with respect to Taxes, until such amount shall have ca
been refunded in full to Tenant, provided however, that any excess payments made by Tenant CO
during the Term that have not been So applied and are outstanding at the expiration or sooner Ce
termination of the Term shall be paid tb Tenant within thirty (30) days following such expiration or
sooner termination. m
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5.04 Payment of Tenant's Proportionate Share_af Operating Costs ti
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Commencing on the second anniversary of the Commencement Date, Tenant shall pay to N
Landlord on account of Tenant's Proportionate Share of Operating Costs and as Additional Rent, a
sum equal to one-twelfth (1/12th) of the amount of Tenant's Proportionate Share of Operating Costs
for each calendar year allocable to the Term on or before the first day of each month of such a)
expense year, in advance, in an amount reasonably estimated by Landlord and billed by Landlord to a)
Tenant; provided that Landlord shall have the right initially to determine such monthly estimates,
and to reasonably revise such estimatet from time to time. As soon as practicable after the end of a)
each fiscal year, Landlord shall prepare and furnish Tenant with Landlord's Statement setting forth
Tenant's Proportionate Share of the Operating Costs incurred during the most recent calendar year. m
Within thirty (30) days after receipt by Tenant of Landlord's Statement, Tenant shall pay Tenant's ca
Proportionate Share of the Operating Costs (less the amount of estimated payments paid by Tenant J
on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate
Share of Operating Costs for such calendar year exceeds the estimated amount of Tenant's CO
Proportionate Share of Operating Costs paid by Tenant for said period, then Tenant shall pay to
Landlord the difference between the estimated amount of Tenant's Proportionate Share of Operating
Costs paid by Tenant and the actual amount of Tenant's Proportionate Share of Operating Costs.
This Additional Rent payment shall be due and payable within thirty (30) days following delivery of m
Landlord's Statement in compliance with Local Government Prompt Payment Act Ch. 218, Fla. Stat. CL
Ifthe total amount of estimated payments made by Tenant in respect of Tenant's Proportionate
Share of Operating Costs for such calendar year shall exceed the actual amount of Tenant's
Proportionate Share of Operating Costs for said period, then such excess amount shall be credited E
against the monthly installments of Additional Rent due and payable from Tenant to Landlord
hereunder with respect to Operating Costs until such amount shall have been refunded In full to
Tenant provided, however, any excess payments made by Tenant during the Term that have not
been so applied and are outstanding at the expiration or sooner termination of the Term shall be
paid to Tenant within thirty(30) days following such expiration or sooner termination.
6. Landlord's Statements
6.01 Landlord's Statements shall be rendered to Tenant, but Landlord's failure to render
Landlord's Statement with respect to any fiscal year or Landlord's delay in rendering said Statement
beyond a date specified herein shall not prejudice Landlord's right to render a Landlord's Statement
with respect to that or any subsequent calendar or fiscal year. The obligations of Landlord and
Tenant under the provisions of this Article with respect to any Additional Rent incurred during the
Term shall survive the expiration or arty sooner termination of the Term. If Landlord fails to give
Tenant a statement of projected Operating Costs prior to the commencement of any calendar or
fiscal year,Tenant shall continue to pa Operating Costs in accordance with the previous statement,
-`e
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Packet Pg. 1996
' 116.E.3.b
until Tenant receives a new statement from Landlord.
6.02 If the Tenant has cause to believe that any Landlord's Statement is incorrect, Tenant
shall notify Landlord in writing within twenty (20) days after receipt of such Landlord's Statement
identifying with specificity the particular item(s) that the Tenant believes is/are incorrect. The
Tenant, acting by an independent firm of certified public accountants of national standing that is not
being compensated by the Tenant on a contingency fee basis, may inspect, audit and copy the
Landlord's books and records as applicable as more fully set forth below (each a "Tenant Audit").
The Landlord shall cooperate with the Tenant with any verification effort and shall provide the
Tenant with copies of invoices and other evidence of costs/payments as the Tenant may reasonably
request. Pending resolution of any verification request made by the Tenant or dispute between the •
parties, the Tenant shall continue paying Additional Rent in the amounts determined by the
Landlord, subject to any adjustment after appropriate verification of the Additional Rent due and
payable by the Tenant or resolution of any dispute as set forth below. The Tenant Audit shall
commence by no later than ninety (90) calendar days after the Landlord's receipt of the Tenant's
notice thereof and shall be completed and a copy of the results of the Tenant Audit shall be
delivered to the Landlord within fifteen (15) business days after such commencement.
6.03 The Landlord shall maintain complete and accurate books and records of all Operating
Expenses paid or incurred by the Landlord and all payments of Operating Expenses received from m
the Tenant or any other tenant or occupant of any portion of the Building. Such books and records
shall be kept at a location in the county in which the Building is located, or at Landlord's
headquarters in Westport, Connecticut, at Landlord's option. The Tenant, acting in the context of a y
Tenant Audit shall have the right, to inspect, copy and audit such books and records at any time
during normal business hours subject to the conditions set forth in subsection 6.0Z above. The
Landlord shall promptly repay the Tenant for any overpayments which Tenant's auditors identify. If m
such overpayments exceed ten percent (10%) of the Tenant's payments of Additional Rent for the
period, the Landlord shall pay for the reasonable thirds-party cost of the audit within ten (10) days
following receipt of the Tenant's invoice therefor. If the parties are unable to resolve their v
differences as to the amount of any payment, the Tenant shall give notice to the Landlord m
identifying a disinterested certified public accountant of recognized competency. Within ten (10)
days thereafter, the Landlord shall by written notice to the Tenant appoint a second disinterested
certified public accountant of recognized competency. The certified public accountants thus
appointed shall appoint a third disinterested certified public accountant of recognized competency N
and such three certified public accountants shall as promptly as possible, determine such matter but
in no event later than thirty (30) days after the appointment of the third certified public accountant.
The determination of the majority of the certified public accountants shall be conclusive upon the
parties. Each party shall pay the fees and expenses of the accountant appointed by such party and
shall share equally the fees and expenses of the third accountant.
6.04 If the Tenant fails to timely request the Tenant Audit, or the results of the Tenant
Audit are not timely delivered to the Landlord as required by subsection 6.02 hereof, then such
statement shall be deemed to have been approved and accepted by the Tenant as correct.
as
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7. Tenant's Covenants >'.
ro
Throughout the Term, the Tenant covenants with the Landlord as follows: m
as
7.01 Rent
G)
Tenant shall pay Annual Base Rent and Additional Rent, subject to and in accordance with
the terms of this Lease, without abatement, deduction or set-off, except as expressly provided c
herein. a)
7.02 Electricity
cv
7.02.1 Tenant shall pay all separately metered electricity consumed by Tenant and not
included in Operating Costs as defined.i Tenant shall pay for the cost of installing submeters and/or
checkmeters to measure Tenant's consumption of electricity; and
7.02.2 Tenant shall pay the actual and reasonable Building-standard cost of any replacement
of electric light bulbs, tubes and ballasts in the Leased Premises to replace those installed at the
commencement of the Term. The Landlord shall have the exclusive right to attend to such
replacement on a commercially reasonable basis. The Landlord may adopt a system of re-lamping
and re-ballasting periodically on a group basis in accordance with good practice In this regard.
7.03 Repair
Tenant shall maintain the Leased Premises during the Term hereof, or any extensions thereof
in good repair (reasonable wear and tear, damage resulting from fire, lightning or wind, and other
5
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I Packet Pg. 1997
f
16.E.3.b
.
casualty only excepted (hereinafter collectively called the "said exceptions")); and that the Landlord
may at all reasonable times enter and vi w the state of repair, and the Tenant shall repair according
,...,, to notice in writing; and that in default the Tenant carrying out such repairs,the Landlord may, at
its option, make such repairs at the a pense of the Tenant and in any and every such case the
Tenant covenants with the Landlord o pay to the Landlord forthwith as Additional Rent all
reasonable, out-of-pocket sums which t,e Landlord may have expended in making such repairs and
shall not have previously received front the Tenant; and that the Tenant shall leave the Leased
Premises in a clean state and in good repair the said exceptions only excepted, and provided further
that the making of repairs by the Landlord shall not relieve the Tenant from the obligation to repair.
7.04 Repair where Tenant at F ult
i
Notwithstanding anything in this;Lease to the contrary, if the Building, including the Leased
Premises, the elevators, the boilers, enOines, pipes and other apparatus (or any of them) used for
the purpose of heating, cooling or air c¢nditioning the Building or operating the elevators, or if the
Building or the roof or outside walls bf the Building get out of repair or become damaged or
destroyed as caused by the negligence tIr willful misconduct by the Tenant, its servants, agents or
employees, the reasonable, out-of-po rket expenses of the necessary repairs, replacements or
alterations shall be borne by the Tenan which shall pay the same to the Landlord within ten (10)
days after receipt of invoices therefor. y
d
v
7.05 Licenses, etc.
The Tenant shall not permit any;part of the Leased Premises to be used or occupied by any u)
persons other than the Tenant, any subtenants permitted under Section 7.06 and the employees of >,
the Tenant and any such permitted sub •�nant, and their respective clients, guests and others having f°
lawful business with them, or permit an part of the Leased Premises to be used or occupied by any CO
licensee or concessionaire, or permit ay persons to by upon the Leased Premises other than the eco
Tenant, its employees, such permitted subtenants and their respective employees, clients and
others having lawful business with them. d
7.06 Assignment and Subletting ti
N
re
7.06.1 Neither the Tenant nor any party claiming under or through the Tenant shall assign,
mortgage or encumber this Lease, or s blease all or any part of the Leased Premises, or suffer or
permit the Leased Premises or any part thereof to be subleased to or used by others, without the c
prior written consent of the Landlord infeach instance. As provided in subsection 7.06.3 below, the a)
Landlord shall not unreasonably withhdld its consent to a proposed subletting or assignment. The a)
transfer (or transfers in the aggregate of more than a 30% interest in the Tenant to one not an d
owner of the Tenant on the date hereof, shall be deemed an assignment of this Lease for the c)
purposes of this Section. If this Lease be assigned, or if the Leased Premises or any part thereof be Q
sublet to or occupied by anybody other than the Tenant, the Landlord may, at the Landlord's option, a)
in
collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the cco
Rent herein reserved (and any sublease shall confirm such option by the Landlord), but no such J
collection shall be deemed a waiver of the Tenant's obligations hereunder, or the acceptance of the >,,
assignee, subtenant or occupants, or al release of the Tenant from the obligations and liabilities of ca
the Tenant under this Lease. i CO
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7.06.2 If the Tenant desires to ssign this Lease or to sublease all or substantially all of the 9
Leased Premises in the aggregate, the Tenant shall first give written notice to the Landlord of the Ti)
proposed transaction which notice shall Include(i) the name and address of the proposed transferee, Q
(ii) the proposed effective date of the transaction, which shall be no less than forty-five (45) days
nor more than 180 days after the date of delivery of the Tenant's notice, (iii) all of the terms of the y
proposed transaction and the consideration therefor, (iv) a copy of all existing and/or proposed E
documentation pertaining to the proposed transfer, (v) current financial statements of the proposed .c
transferee certified by an officer, partner, member or owner thereof, (vi) such other information as Co
the Landlord may reasonably require, The Landlord shall have the right, by notice to the Tenant Q
within thirty (30) days after receipt of ithe Tenant's notice, to terminate this Lease. If the Tenant
desires to sublease less than substantially all of the Leased Premises in the aggregate, the Tenant
shall first give notice to the Landlord as aforesaid, and the Landlord shall have the right, by written
notice to the Tenant within thirty (30),days after receipt of the Tenant's notice, to terminate this
Lease with respect to the portion of the Leased Premises proposed to be subleased. If the Landlord
exercises its right to terminate this Lease with respect to such portion of the Leased Premises, then
the Annual Base Rent and Tenant's Proportionate Share shall be proportionally reduced, and an
adjustment shall be made for amounts if any, paid in advance and applicable to the portion of the
Leased Premises no longer leased by they Tenant.
I
7.06.3 If the Landlord elects !not to so terminate this Lease, then Landlord shall not
unreasonably withhold its consent to the proposed subletting or assignment. The Tenant shall pay
to the Landlord as Additional Rent, within ten (10) days after receipt of payments from a subtenant
fi
6
Packet Pg. 1998
_ .... ._ 16.E.3.b
•
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or assignee, any"Profit"on a subletting or assignment. For purposes of this subsection, the term
"Profit" shall mean the excess of consideration of any type received by the Tenant from the
subtenant or assignee, over (in the cas4 of a sublease only) a pro rata portion of the Rent payable
by Tenant hereunder. Whether or nadt the Landlord shall grant its consent, Tenant shall pay
Landlord's review and processing fees, las well as any reasonable attorneys' fees incurred by the
Landlord, within ten (10) days after written demand by the Landlord. The Landlord shall not in any
event be obligated to approve of or consent to any proposed assignment or subletting unless:
(a) in the reasonable judgmeht of the Landlord the proposed assignee or subtenant is of
a character and engaged lin a business such as are in keeping with the standards of
the Landlord in those resects for the Building and its occupancy;
(b)the proposed assignee orsubtenant is of a financial strength and creditworthiness as
the Landlord, in its sole and absolute discretion, deems sufficient to meet the
monetary obligations oft e Lease or sublease, as the case may be;
(c) in the reasonable judgnt of the Landlord the purposes for which the proposed
assignee or subtenant intends to use the Leased Premises sublet or assigned to it are
such as are in keeping v,lrith the standards of the Landlord for the Building and its
occupancy, it being undestood and agreed that any such written request for consent
to a subletting or assignment shall specify the purpose for which the assignee or
subtenant intends to use the Leased Premises so assigned or sublet and the Landlord i
shall not be required to consent to the use of the Leased Premises for such specified a)
v
purposes should such pr posed use be prohibited by this Lease, be a violation of i •.
applicable law, or violate, ny provision of the lease of any other tenant; m
(d) if any space is availablein the Building at the time of the proposed assignment or N
sublet, the proposed per Square foot rental rate of the assignment or sublet equals or ca
exceeds 110%of the renal rate at which the Landlord is offering the available space. CO
(e) the proposed assignee orjsubtenant shall not be a then-existing tenant or occupant of =
the Building, or a persor or entity with whom the Landlord or its representatives is ea
then dealing with regard to leasing space in the Building, or with whom the Landlord —
or its representatives has had any dealings within the past six months with regard to Q
leasing space in the Building.
r--
7.06.4
7.06.4 Notwithstanding the foregoing, without Landlord's consent and without being subject cv
to Landlord's rights under b e i.n .i.. . and 7.06.3 above but upon sixty (60) days' prior CNI
notice to the Landlord, this Lease may be assigned, or the Leased Premises may be sublet, to any
entity which is an "Affiliate" or"Succe•sor" of the Tenant provided that (I) such entity has assets 5
and a net worth at least equal to that of the Tenant on the date of such acquisition or corporate a)
..7.—....transaction, (ii) the Tenant shall not then be in default with respect to any of the Tenant's
obligations under this Lease, and (iii) •uch transaction shall be made for a valid business purpose
other than (and not principally for) the purpose of transferring the leasehold estate created hereby. cp
Within ten (10) days after the execution of any such assignment or sublease, the Tenant shall Q
deliver to the Landlord (i) a complete copy of the documentation pertaining to the transfer, and (ii) a)
current financial statements of the Affiliate or Successor certified by an officer, partner, member or it
owner thereof. For the purposes of 1 this Section, an "Affiliate" means any entity controlling, J
controlled by or under common control with the Tenant. A "Successor" means any entity which >,
acquires all or substantially all of the sets of the Tenant or which survives a statutory merger or m
consolidation with the Tenant. If, at!any time thereafter, the transferee shall no longer be an
Affiliate of the Tenant, that shall be deemed a new assignment or sublease, as the case may be, c
subject to this Section, v
a)
7.06.5 No assignment, sublease or other transfer of this Lease, whether with or without the Q
Landlord's consent, shall relieve the Tenant or any guarantor of this Lease from its obligations and »j
liabilities under this Lease or any guaranty including, without limitation, the obligation to pay Rent y
and the obligation to obtain the Landlord's consent to any further assignment, subletting or other E
transfer. •_
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7.07 Rules and Regulations i
Q
i
The Tenant and Its employees and all persons visiting or doing business with it on the Leased
Premises shall be bound by and shall Observe and perform the Rules and Regulations attached to
this Lease as Schedule "C" (which may not uniformly applied to all tenants of the Building, but shall
be enforced on a non-discriminatory!basis), and any further and other reasonable Rules and
Regulations made hereafter by the Landlord of which notice in writing shall be given to the Tenant,
and all such Rules and Regulations shaPI be deemed to be incorporated into and form a part of this
Lease.
7.08 Permitted Use of Premises and_Insu.ranee
I
The Leased Premises shall be used for the operation of general purpose professional business
offices, and lawful uses customarily ancillary thereto. The Tenant shall not do, omit or permit to be
7
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Packet Pg. 1999
._ 16.E.3.b
I
done anything upon the Leased Premise which, after giving effect to its permitted use hereunder,
shall cause the rate of insurance on the Building to be increased,and that if the rate of insurance on
the Building shall be so increased by reason of anything done or omitted by the Tenant or by anyone
permitted by the Tenant to be upon the! Leased Premises, the Tenant shall pay as Additional Rent
the amount of the such Increase.
7.09 Tenant's Insurance •
The Tenant shall take out and kelp in force during the Term:
7.09.1 Insurance with respect toifire and such other perils as are from time to time defined
in the usual extended coverage endorsement (Including flood, plate glass and malicious damage
insurance) covering the Tenant's Leasehold Improvements for full replacement costs and which
insurance shall include the Landlord a {gamed insured, as its respective interest may appear with
respect to the Tenant's Leasehold Improivements and shall provide that any proceeds recoverable In
any event of loss to the Tenant's Improvements shall be payable to the Landlord (but the Landlord
agrees to make available such proceedsitowards the repair or replacement of the insured property if
this Lease Is not terminated pursuant to any other provisions hereof). Tenant shall also maintain
insurance coverage on its furniture,equipment, inventory and files;
7.09.2 Comprehensive insurance of the type commonly called commercial general liability, a>
which shall include coverage for personal liability, contractual liability, tenant's legal liability, non-
owned automobile liability, bodily injury, death and property damage, all on an occurrence basis ai
with respect to the business carried on; in or from the Leased Premises and the Tenant's use and Cr)
occupancy thereof or any other part of1 the Building, which coverage shall be in the amount of $
1,000,000 maximum combined single: limit which insurance shall include the Landlord as an to
additional insured and shall protect the Landlord in respect of claims by the Tenant as if the CO
Landlord were separately insured. Nothing within this provision shall waive the County's sovereign ca
immunity limitations pursuant to§ 768. 8, Florida Statutes. •
c,)
7.09.3 Insurance against such other perils and in such other amounts as the Landlord may a
from time to time reasonably require based upon the standard in the community or buildings of an ti
equivalent class and nature. Such chan es shall be subject to the approval of the parties. M
7.09.4 Any insurance malntaine by the Tenant may be maintained under a blanket policy or
blanket policies covering the Lease Premises and other premises leased or owned by Tenant or any c
,...... affiliate of Tenant. Any casualty policy Shall contain a waiver by the insurer or an authorization for E
Tenant to waive on behalf of the insurer any rights of subrogation or indemnity or any claim to
which the insurer might otherwise bentitled against the Landlord or the agents or employees of
the Landlord and shall also contain an Undertaking by the insurer that no material change adverse a)
to the Landlord or Tenant will be madd, and the policy will not lapse or be cancelled, except after Q
not less than tern (10) days written;notice to the Landlord of the intended change, lapse or co
cancellation. The Tenant shall furnish the Landlord, if and whenever requested by it, certificates as
as to the insurance from time to tim required to be effected by the Tenant and its renewal or a.)
continuation in force. J
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7.10 Observance of Law CO
C
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The Tenant shall comply with fall provisions of law including without limitation federal,
state and local governmental legislative enactments, and any other federal, state or local .B
governmental regulations which relate to the Tenant's particular manner of use of the Leased IL
Premises, and the conduct of any business conducted in the Leased Premises.
7.11 Waste and Nuisance 1 E
The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Leasedco
Premises or the fixtures and equipment;thereof or permit or suffer any damage to the floors thereof;
and not to place therein any safe, heavy business machine or other heavy objects without first Q
obtaining the consent in writing of the Landlord (not to be unreasonably withheld); and not to use or
permit to be used any part of the Leased Premises for any dangerous, noxious or offensive trade or
business and not to cause or permit anv nuisance in, at or on the Leased Premises.
i
7.12 Pelican Bay General Covenants
The Tenant acknowledges that.the Leased Premises and the Building are subject to the
Declaration and General Protective Covenants for Pelican Bay as recorded in the Official Records
Book 825 at pages 1755 to 1788 inclusive of the Public Records of Collier County, Florida, as they
may be amended from time to time, anti the Declaration of Restrictions and Protective Covenants for
Pelican Bay as recorded in the Official Records Book 849 at pages 933 to 937 inclusive of the Public
Records of Collier County, Florida, as they may be amended from time to time.
i
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Packet Pg. 2000
16.E.3.b,
7.13 Entry by Landlord
The Tenant shall permit the La diord, its servants or agents to enter upon the Leased
Premises at any reasonable time and f om time to time for the purposes of inspection, window
cleaning, maintenance, providing elevat•r service, making repairs, alterations or improvements to
the Leased Premises or to the Building, •r for the purpose of having access to utilities and services,
(including under floor trench header d cts and access panels which the Tenant agrees not to
obstruct), and the Tenant shall provide f ee and unhampered access for such purpose, and shall not
be entitled to compensation for any inc•nvenience, nuisance or discomfort occasioned thereby, but
the Landlord, in exercising its rights her:under shall proceed to the extent reasonably possible so as
to minimize interference with the Tenants use and enjoyment of the Leased Premises.The Landlord,
its servants or agents may at any time and from time to time enter upon the Leased Premises to
remove any article or remedy any condi.on which, in the opinion of the Landlord reasonably arrived
at, would be likely to lead to cancellatio of any policy of insurance referred to in Section 7.09, and
such entry by the Landlord shall not be seemed to be a re-entry.
7.14 _county Indemnifica i. .'- . • 768.28 Fla, Stat d
U
Subject to the limitations set f rth in § 768.28, Fla. Stat., the Tenant shall Indemnify, d
defend and hold harmless the Landlor , its parent, subsidiaries or affiliates and their respective Cr)
officers, directors and employees from and against any and all third-party claims caused by the >,
ccs
other party's actions or inactions. To the extent legally possible, the parties will continue the
insurance arrangements in effect at th time of the commencement of this Lease, adjusted only CO
so far as necessary to account for their hange in legal position vis-a-vis.
7.15 Exhibiting Premise,S a)
I a
The Tenant shall permit the Landlord or its agents to exhibit the Leased Premises to •
• ti
prospective tenants and mortgagees during Normal Business Hours and upon reasonable prior notice M
(which may be verbal) during the last 2110 days of the Term provided, however, that Landlord shall N
give the Tenant 24 hours notice (whidh may be verbal) of proposed entry to the Premises, the
Landlord shall comply with the Tenant' reasonable security requirements and procedures, and all =
entries shall be made and perform d so as to minimize the extent and duration of any v.
interference to the Tenant's business.
7.16 Alterations, etc. I Q
7.16.1 The Tenant will not make or erect in or to the Leased Premises any installations, m
alterations, additions, partitions, improvements or fixtures without submitting drawings and Co
specifications to the Landlord and obtaining the Landlord's prior written consent, which consent shall m
J
not be unreasonably withheld,condition d or delayed, in each instance, and the Tenant must further
obtain the Landlord's written conse t to any changes or changes in such drawings and COco
specifications, which consent shall not be unreasonably withheld, conditioned or delayed, by
competent contractors and subcontractars which the Landlord shall have approved, such approval a
not to be unreasonably withheld, conditioned or delayed. v
a)
7.16.2 Any work performed by pr for the Tenant shall be performed by competent workmen 0-
whose labor union affiliations or lack of union affiliations do not conflict with those of any workmen
who may be employed in the Building by the Landlord, its contractors or subcontractors; all such
work shall be subject to inspection by he Landlord and shall be performed in accordance with any E
reasonable conditions or regulations I imposed by the Landlord and completed in good and
workmanlike manner in accordance wit the description of the work approved by the Landlord, andas
the Tenant shall deliver to the Landlo d a certificate of the Tenant's architect in form and terms
reasonably satisfactory to the Landlohd confirming that all such work has been completed in Q
accordance with the plans and specifications approved by the Landlord; and the Tenant shall
promptly pay to its contractors and subcontractors when due, the cost of all such work and of all
materials, labor and services Involved herein and of all decoration and all changes in the Building,
its equipment or services, necessitated thereby. Tenant covenants that it will not suffer or permit
during the Term hereof any mechanics or other liens for work, labor, services or materials ordered
by it or for the cost of which it may be in any way obligated to attach to the Leased Premises or to
the Building and that whenever and so often as any such liens shall attach or claims therefor shall
be filed, the Tenant shall within ten 10) days after the Tenant has notice of the claim or lien
procure the discharge thereof as a matter of record by bonding or otherwise. Except with respect to
the Landlord's Work, the interest of the Landlord shall not be subject to liens for improvements
made by the Tenant and the Tenant shall notify any contractor making any improvements of this
provision. Tenant understands that tlii
e knowing or willful failure of the Tenant to provide such
9 .. ,
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Packet Pg. 2001__
................... .
' 16.E.3.b
notice to the contractor shall render the contract between the Tenant and the contractor voidable at
the option of the contractor. Prior to the commencement of any work requiring a permit, Tenant
shall deliver to Landlord (i) plans of st'ch alterations, installations or improvements in form and
quality acceptable for the purposes of fling and approval for all necessary permits and approvals,
which Tenant shall obtain at its sole cos- and expense, and (ii) all certificates of insurance required
pursuant to law naming Landlord and Lark,lord's mortgagee as additional insureds.
7.17 Glass 1
The Tenant shall pay the cost replacement with as good quality and size of any glass
broken on the Leased Premises during t Term.
7.18 Window Coverings
I
The Tenant shall not remove, add to or change curtains, drapes or other window coverings.
So that the Building may have a uniform appearance from the outside, the Tenant shall cooperate
with the Landlord in keeping window co erings open or closed at various times as the Landlord may
from time to time direct.
7.19 Signs n
a)
The Tenant shall not paint, di play, inscribe, place or affix any sign, symbol, picture, c.)
advertisement, notice, lettering of any k nd anywhere on any of the windows of the Leased Premises
or the Building or any part of the inside for outside thereof or within the Leased Premises so as to be N
visible from the outside of the Building. The Landlord will prescribe the pattern and location of >,
identification signs for the Tenant. Thel Tenant on ceasing to be a tenant of the Leased Premises to
shall, before leaving them, cause any sign,advertisement or notice as aforesaid to be removed at Its CO
own expense and in a workmanlike manner.
v
7.20 Name of Building i ii
I
I
The Tenant shall not to refer to the Building by any name other than "SunTrust Building" or ti
the Building's street address or such other name as may be reasonably designated from time to time M
by the Landlord and the Tenant may use the name of the Building for the business address of the
Tenant but for no other purpose.
I
7.21 Keeo Tidy
d
At the end of each business dayi the Tenant shall leave the Leased Premises in a reasonably d
tidy condition for the purpose of the Performance of the Landlord's cleaning services hereinafter Q
referred to.
a>
7.22 Estoppel Certificate I uas
)
Within ten (10) days after each request by the Landlord, the Tenant shall deliver an estoppel
certificate to the Landlord. Each estioppel certificate shall be certified to the Landlord, any COca
mortgagee, any assignee of any moi-tgagee, any purchaser or any other person reasonably
specified by the Landlord. Each estoppel certificate shall contain, without limitation, the following c
information certified by the person executing it on behalf of the Tenant:
m
(a) Whether or not the Tenant isiin possession of the Leased Premises; d
i w
(b) Whether or not this Lease is'unmodified and in full force and effect.(If there has been a y
modification of this Lease, the certificate shall state that this Lease is in full force and effect as E
modified,and shall set forth the modification);
U
i as
(c) Whether or not the Tenant Contends that the Landlord is in default under this Lease in Q
any respect after notice thereof;
I
I
(d) Whether or not there are ttien existing set-offs or defenses against the enforcement of
any right or remedy of the Landlord, or against any duty or obligation of the Tenant (and if so,
specify the same);
3
(e) The amount of Annual Base Rent then being paid hereunder and the dates to which the
same, by installments or otherwise,and, ther charges hereunder, have been paid.
7.23 Legal Status of Tenant
If Tenant is a corporation, limited partnership or other legal entity then the Tenant shall
maintain such legal entity's status as active and authorized and registered to do business in the
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State of Florida, and shall annually prbvide proof acceptable to the Landlord of the continued
existence and active status of such entity on request no more frequently than annually. If the
Tenant is other than a corporation or partnership (example, a sole proprietorship or venture) then
the Tenant shall take those steps necessary to comply with applicable laws to register said entity,
enterprise or venture including but not limited to, complying with the Florida Fictitious Name Statute
and shall supply upon demand by the Landlord of such compliance, Including copies of registration
with applicable governmental agencies. s
i
7.24 Environmental Matters.
The Tenant shall, at the Tenant's expense, keep and maintain the Leased Premises in
compliance with all local, state and federal environmental laws, ordinances and regulations,
including, without limitation, 42 U.S.C. §9601 et seq., 42 U.S.C. §6901 et seq., 49 U.S.C. §1801 et
seq., 15 U.S.C. §2601 et seq., and the regulations promulgated thereunder, (all of the foregoing
being referred to collectively as the "Environmental Laws"). During the Term, the Tenant shall
permit no spills, discharges, or releases of any hazardous, radioactive or polluting substances,
including without limitation any oil or petroleum products or any chemical liquids or solids (all of the
foregoing being referred to collectively' as "Hazardous Materials"). The Tenant shall indemnify,
defend and hold harmless the Landlord, its successors and assigns from and against any claim,
liability, cost, damage, expense, response or remedial action costs (including without limitation w
attorneys' fees, and costs of investigation or audit) relating to: (i) the presence, use, or storage on a)
or under the Leased Premises, or any spill, discharge or release from the Leased Premises, of any
Hazardous Materials during the Term; and (ii) any failure of the Leased Premises to comply with any cu
C
applicable Environmental Law during the Term. The foregoing Indemnity shall survive the expiration N
or termination of this Lease.
00
8. Landlord's Covenants i,
Throughout the Term, the Landlord covenants with the Tenant as follows: •
V
8.01 Quiet Enjoyment . 0_
That, so long as the Tenant is hot in Default hereunder beyond any applicable notice and M
cure period, the Tenant shall peaceably hold the Leased Premises during the Term hereof without
interference,subject however,to the terms of this Lease.
C
8.02 Air Conditioning and Heating a)
s�
To provide throughout the TerrB, commercially reasonable and appropriate air conditioning,
heating and ventilation equipment and systems in the Building which will provide a source or p)
sources of processed air to the existing location or locations thereof within the Leased Premises, Q
such processed air to be provided at all times during Normal Business Hours and at such other times a,
as Tenant requires, except during the making of repairs, in such quantities and at such m
temperatures as shall be capable of maintaining in the Leased Premises conditions of commercially J
reasonable and appropriate temperature and comfort. Landlord shall make every effort possible to
maintain a temperature in the Premise* of approximately 72-75 degrees. The said air conditioning to
equipment and systems provided by the Landlord are designed for normal occupancy of the Leased CO
Premises for office purposes on the basis of one person for every 100 square feet of space on an R
open floor basis and based on the window shading being fully closed in those offices having exterior c.)
windows during those hours directly exposed to the sun. Any use of the Leased Premises not in .—
accordance with the aforementioned ;design standards, or arrangement of partitioning which d
interferes with the normal operation of said system may require changes or alterations in the ;.;
system, or ducts through which the same operates. Any changes or alterations so occasioned, if =
such changes or alterations can be accommodated by the Landlord's equipment and if the Landlord E
consents to such changes or alterations, shall be made by the Landlord at the Tenant's cost and -
expense. The Landlord reserves the right to reasonably and temporarily stop the service of said airce
conditioning or heating equipment wheji necessary, by reason of accident or repairs, alterations or Q
improvements, in the judgment of the Landlord desirable or necessary to be made, until such
repairs, alterations or improvements shall have been completed (and which the Landlord shall
complete diligently), and the Landlord!shall further have no responsibility or liability for failure to
supply said air conditioning or heating Service when stopped as aforesaid or when prevented from so
doing by strikes or by any cause beyond the Landlord's reasonable control, or by orders or
regulations of any federal, state or municipal authority, or by failure of electric current, steam water
or other suitable power supply, or by inability upon the exercise of reasonable diligence to obtain
such electric current, steam, water on other suitable power supply for the operation of the said
equipment. The Landlord shall not be liable for direct, indirect, consequential damage or economic
loss or for damages arising from personal discomfort in each case by reason of the operation or non-
operation of such equipment,The Tenant acknowledges that one (1) year may be required after the
Tenant has fully occupied the Leased Premises in order to adjust and balance the air conditioning
and heating systems, which it installs on the Leased Premises. If Tenant shall install any
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supplemental air conditioning or heatin• systems in the Leased Premises following the Landlord's
Work, it shall be responsible for the cos of connecting to, extending and maintaining the said air
conditioning and heating systems provid-d by the Landlord, from the Tenant's demising walls into
the Leased Premises In accordance wi h drawings and specifications and by a contractor first
approved by the Landlord, such approval not to be unreasonably withheld, conditioned or delayed.
8.03 Elevators
To furnish, except when repairs :re being made, reasonable and appropriate dual elevator
service on a 24 hour, 7 days per week, 52 weeks per year basis; operator-less automatic elevator
shall be deemed "elevator service" wit in the meaning of this Section 8,03; and to permit the
Tenant and the employees of the Tenan to have free use of such elevator service in common with
others. All deliveries to the Leased Pre ises shall be made by elevators reasonably designated by
the Landlord and during such reasonable times, during Normal Business Hours, as may be
reasonably regulated by the Landlord.
8.04 Access
To grant Tenant access to and use of the Leased Premises and use of designated dual
elevator service 24 hours per day, sev-n (7) days per week, 52 weeks per year, subject to the
operation of Landlord's computerized a cess system at the Building's entrance and to Landlord's a>
Rules and Regulations attached hereto a. Schedule C. To permit all persons lawfully desiring access
to or communication with the Tenant to ave the use during Normal Business Hours in common with
others of the main entrance and the stai ays, corridors and elevators in the Building leading to the
Leased Premises, except during times o repair service. At times other than during Normal Business
Hours, persons lawfully desiring access to or communication with the Tenant shall have access to CO
the Building and to the Leased Premiss- and the use of the elevators only in accordance with the
Rules and Regulations. v
8.05 Washrooms
To permit the Tenant and the -mployees of and other persons having business with the
Tenant in common with others entitled hereto to use those washrooms in the Building on the floor N
or the floors on which the Leased Pr=mises are situated and which are not entirely within the
premises of another tenant, `r
.—. 8.06 ,)anitorial Service a)
E
To provide cleaning of the Leases Premises five nights per week,except holidays.
L
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8.07 Insurance
a)
Subject to Section 5.03 hereof,t. take out and to maintain in full force and effect throughout in
the Term of this Lease such insuranc= for the sole account and benefit of the Landlord as the ca
Landlord from time to time considers seful, expedient or beneficial, including, without limitation,
the following: m
8.07.1 Insurance against all ris s of loss or damage to the Building (excluding, however,
any items required to be insured by Te ant pursuant to Section 7.09.1) in an amount not less than v
the full replacement cost of the Buildin• (excluding foundations); thereof under an "all risk" policy
written by a responsible insurance com.any authorized to do business in Florida. it
8.07.2 Insurance against all ex•losion, rupture or failure of boilers, pressure vessels, air
m
conditioning equipment and miscellane•us electrical apparatus on a blanket basis with broad form E
coverage, including repair and replace -nt;
C.)
ca
8.07.3 Insurance against loss o any rent and Additional Rent payable by tenants which loss
may arise due to damages or destructio of the Building or any part thereof:
8.07.4 Commercial general liabili y insurance coverage, including insurance against third party
liability hazards including exposure to personal injury, bodily injury and property damage on an
occurrence basis, including insurance f. all contractual obligations arising from the management or
operation of the Building, and covering a so actions of all employees, other persons, subcontractors and
agents while working on behalf of the Lan lord.
8.07.5 Insurance against any of er form or forms of loss that the Landlord or its mortgagees
may reasonably require from time to ti e.
8.07.6 Notwithstanding any co ribution by the Tenant to insurance premiums as provided
for in this Lease, no insurable interest is conferred upon the Tenant under policies carried by the
Landlord.
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8.07.7 Landlord and Tenant eac hereby waives any and every claim or right for recovery
from the other party, or from the other party's employees, agents, contractors, customers, invitees,
or business visitors, for any and all loss or damage to the Leased Premises or the remainder of the
Building or to the contents thereof, to th- extent such loss or damage is insured or is required to be
insured by it under the terms of this Le-se, whichever amount of coverage is greater, regardless of
whether such loss or damage is due to t e negligence of such other party or its agents, employees,
contractors, customers, invites, or busin-ss visitors. Landlord and Tenant will cause their respective
insurers to issue or provide for appropriate waiver of subrogation endorsements or provisions to all
casualty policies of physical damage car led in connection with the Building or the Leased Premises
or the contents of either of them, and e.ch of Landlord and Tenant herby waive each of its insurer's
rights of subrogation to the extent It is authorized to do so. Said endorsements shall provide that
such insurance policies shall not be inval dated by reason of the foregoing waiver.
8.08 Maint.-n-nce •-•-i .n• l -.la em.n
Landlord shall be responsible for and shall maintain, repair, replace and keep in good
operating condition, comparable to si ilar first-class commercial office properties in the Pelican
Bay, Naples, Florida area, the common areas (including, without limitation, the lobbies, elevators,
stairs, grounds, loading areas, corrido . and common restrooms), the roofs, foundations, floors,
ceilings, walls, load-bearing elements, onduits and structural walls and other structural elements U
of the Building, the underground uti ity and sewer pipes of the Building, all base building
mechanical, electrical, plumbing, HVA• system and the sprinkler system and other fire and life-
safety systems, and the underground parking structure and surface parking facility; provided that,
to the extent the need for any such re•airs or replacements arise as a the result of the negligence
or willful misconduct of Tenant (or enant's subtenants, agents, employees, subcontractors, CO
contractors, licensees, invitees (while within the Premises), assignees or sub-tenants) and the
same is not covered under the policie- of casualty insurance which are required to be carried byca
the parties pursuant to this Lease, the cost of such repairs or replacements shall be reimbursable c.)
by Tenant to Landlord as Additional Re t under this Lease. d
8.09 •.•r. ion . . : ..ir ,n•-rd r`
Landlord shall operate the Buil.ing in a manner consistent with the standards of a first- N
class commercial office property in the Pelican Bay, Naples, Florida area. All repairs,
replacements and maintenance requir-d of Landlord pursuant to this Section or elsewhere in this c
Lease shall be performed in accord-nce with standards applicable to comparable first-class
commercial office buildings in Pelican :,ay, Naples, Florida, and performed in a timely and diligent
fashion.
9. Fixtures
a>
Any trade fixtures, furnishings, :quipment and personal property placed in the Premises that ca
are removable without damage to the :wilding or the Premises, whether the property of Tenant or J
leased by Tenant, are herein sometime. called "Tenant's Property". Any of Tenant's Property not
removed from the Premises prior to t e Expiration Date shall, at Landlord's option, become the ca
property of Landlord or Landlord ma remove such Tenant's Property, and Tenant shall pay to m
Landlord, Landlord's reasonable, out-o-pocket cost of removal and of any repairs in connection
ca
therewith. All appurtenances, addition fixtures and improvements (other than Tenant's Property)
attached to or installed in or upon th‘ Premises, whether placed there by Tenant or by Landlord, .-
shall be Landlord's property and shall r-main upon the Premises at the termination of this Lease by it
lapse of time or otherwise without corn•ensation or allowance or credit to Tenant. ca
10. Damage and Destruction
10.01. If the Building shall b• partially damaged by fire or other casualty so that the
as
damage can reasonably be repaired b the Landlord within 180 days from the date of the damage
(90 days in the case of damage within the last twelve (12) months of the Term), then the damage
shall be diligently repaired by and at r e expense of the Landlord (to the extent of net insurance
proceeds actually received by the Lan•lord for restoration), subject to the Landlord's obligations
under any mortgage, applicable law .nd insurance requirements, and the Rent until such repairs
shall be made shall be apportioned according to the part of the Leased Premises which is tenantable.
10.02. If the Building is destro -d or rendered wholly untenantable by fire or other cause,or
if the Building shall be so damaged tha it cannot reasonably be repaired by the Landlord within 180
days (90 days in the case of damage thin the last twelve (12) months of the Term)from the date
of the damage, or if the Landlord shall -sect not to restore the same but to demolish it or rebuild it,
then in any of such events the Landlo d may, within sixty (60) days after such casualty, give the
Tenant a notice in writing of intention • terminate this Lease, and thereupon the Term shall expire,
effective the date of the casualty, and 'he Tenant shall vacate the Premises and surrender the same
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to the Landlord within ten (10) days after receipt of the Landlord's notice. If the Landlord does not
elect to terminate this Lease, the provisions of subsection 10.01 shall govern.
11. Condemnation
11.01 The Tenant shall have no ight to the proceeds arising from any condemnation by the
power of eminent domain unless part r all of the Leased Premises are condemned or access
thereto is materially and adversely aff cted thereby in which event Tenant's right to proceeds
shall be limited to the extent express y attributable to Tenant's leasehold interest and to the
extent they do not diminish Landlord's roceeds.
11.02 If any part of the Leased remises is condemned and as a result thereof the area of
the Leased Premises is physically reduc d, then from and after the date of such physical reduction
the Rentable Area of the Leased Premises shall be adjusted to take into account any such reduction
in area and the Annual Base Rent an Additional Rent payable by the Tenant herein shall be
adjusted on the basis of the Rentable A a set out therein.
12. Damage to Prooertv
The Landlord shall not be liable responsible in any way for any loss of or damage or injury
to any property belonging to the Tenant or to employees of the Tenant or to any other person while y^
such property is on the Leased Premise or in the Building whether or not such property has been
entrusted to employees of the Landlor and without limiting the generality of the foregoing the •�
Landlord shall not be liable for any da age to any such property caused by steam, water or rain
which may leak into, issue or flow f m any part of the Building or from the water, steam or Wmm
drainage pipes or plumbing works of t e Building or from any other place or quarter or for any >,
damage caused by or attributable to th condition or arrangement of any electric or other wiring or f4
for any damage caused by anything d ne or omitted by the Landlord or by other tenant of the
Building. All property of the Tenant kept or stored on the Leased Premises shall be so kept or stored as
at the risk of the Tenant only and the"tenant shall defend and indemnify the Landlord and save it ._
harmless from any claim arising out of damage to the same. Under no circumstances shall Tenant Q
have any obligation to pay Landlord for damages otherwise compensated by insurance.
13. Exculpationti
N
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The Landlord and, in case the andlord shall be a joint venture, partnership, tenancy-in-
common, association or other form of joint ownership, the members of any such joint venture, 5
partnership, tenancy-in-common, associ tion or other form of joint ownership, shall have absolutely 0)
no personal liability with respect to an provision of this Lease or any obligation or liability arising E
from this Lease or in connection with t s Lease in the event of a breach or default by the Landlord w
of any of its obligations. The Tenant sh I look solely to the equity of the Landlord in the Building for m
the satisfaction of Tenant's remedies re uiring the payment of money. Such exculpation of liability Q
shall be absolute and without any excep ion whatsoever. m
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co
14. Impossibility of Performance J
A
Except as otherwise provided i this Lease, whenever and to the extent that either party as
shall be unable to fulfill or shall be delayed or restricted in the fulfillment of any obligation m
hereunder in respect of the supply or p ovision of any service or utility or the doing of any work or ra
administrative function or the making of any repairs, by reason of being unable to obtain the V
material, information, goods, equlpmen , service, utility or labor required to enable it to fulfill such m
obligation or by reason of any statute, aw or executive order or any regulation or order passed or O.
made pursuant thereto or by reason the order or direction of any administrator, controlled or
board, or any governmental departmen or officer or other authority, or by reason of not being able y
to obtain any permission or authority r quired thereby, or by reason of any other cause beyond its E
control, whether of the foregoing chara er or not, such party shall be entitled to extend the time for
LI
fulfillment of such obligation by a tim equal to the duration of such delay or restriction and the
other shall not be entitled to any co pensation for any inconvenience, nuisance or discomfort
thereby occasioned or to cancel this Le se, except that financial incapacity shall not give rise to any
such extension.
15. Default
G
15.01 Events of Default i
Each of the following events sha constitute Default:
15.01.1 If an insolvency of the Te ant shall occur,any of the following events shall be regarded as
insolvency:
(a) If the Tenant shall make an `ssignment for the benefit of creditors.
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7.1"... .."'."(b) If the Tenant shall file or acqu este to a petition in any court(whether or not pursuant to
any statute of the United States or of a y State) in any bankruptcy, reorganization, composition,
extension, arrangement or insolvency pr eedings.
(c) If the Tenant shall make an a plication in any such proceedings for, or acquiesce to, the
appointment of a trustee or receiver for i•or all or any portion of its property.
(d) If any petition shall be file• against the Tenant to which it acquiesces in any court
(whether or not pursuant to any statue of the United States or any State) in any bankruptcy,
reorganization, composition, extensio arrangement or insolvency proceedings, and the
proceedings shall be not dismissed,disc. tinued or vacated within ninety(90) days.
(e) If the Tenant shall be adjudi.=ted a bankrupt, or if any petition referred to in subsection
15.0.,1(d)shall be approved by any court.
(f) If, in any proceedings pursua to the application of any person other than the Tenant to
which it acquiesces, a receiver or truste- shall be appointed for the Tenant or for all or any portion of
the property of either, and the receiversh p or trusteeship shall not be set aside within thirty (30) days
after such appointment.
15.01.2 If the Tenant's interest n this Lease shall be assigned by operation of law unless aa)
expressly permitted under this Lease, •Z
d
15.01.3 If the Tenant shall re use to take possession of the Leased Premises on the N
Commencement Date of the Term. >,
c6
15.01.4 If the Tenant shall fail t• pay any installment of Annual Base Rent, Additional Rent m
or any other charge required to be paid .y the Tenant under this Lease when the said payment shall ca
be due and payable, whether lawfully de ended or not.
a)
15.01.5 If there is a breach or r.n-observance or nonperformance of any of the covenants, D..
agreements, provisions, conditions or • les and Regulations on the part of the Tenant to be kept,
observed or performed hereunder an' such breach, nonobservance or non-performance shall M
continue for fifteen (15) days after rec=ipt by Tenant of notice thereof (provided, however, that if rn
such matter cannot reasonably be cure. within fifteen (15) days, Tenant shall not be deemed to be
in Default if Tenant shall have commen ed to cure such matter within such fifteen (15) days and is '.
diligently proceeding therewith). w
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15.02 Right of Termination
Cs)
This Lease is subject to the limittion that, if a Default shall occur for nonpayment of Rent or Q
any other reason, Landlord may give t. Tenant a notice of its intention to terminate this Lease at N
the expiration of three (3) business day- from the date of service of the notice as required by Florida
statute §83.20. At the expiration of th three (3) business days, the Landlord may then terminate a)
the term of this Lease. Upon such ter ination, the Lease shall expire and all of the right, title and J
interest Tenant shall have under this L=—se shall end. The Tenant shall then quit and surrender the ca
Leased Premises to the Landlord. The T•nant's liability under all of the provisions of this Lease shall m
continue notwithstanding any expire ion and surrender and notwithstanding any re-entry, c
repossession or dispossession under -. ion 1 .s3. v
15.03 Right of Re-entry 0_
y
If the term of this Lease sha I expire, the Landlord or its agents or employees may c
immediately or at any time thereafter I.wfully reenter the Leased Premises and lawfully remove the E
Tenant, Tenant's agents, any subtenan , any licensees, any concessionaires and any invites, and
any of its or their property from the Leased Premises. Re-entry and removal may be effectuated by
summary dispossess proceedings or by any suitable action or proceeding at law, by lawful force or ..:,:t,otherwise. If the term of this Lease shlI expire, the Landlord may repossess and enjoy the Leased Q
Premises. The Landlord shall be entitled to the benefits of all provisions of law respecting the speedy
recovery of lands and tenements helover by the Tenant or proceedings in forcible entry and
detainer. The Tenant waives any right the service of any notice of the Landlord's intention to re-
enter provided for by any present or ture law, The Landlord shall not be liable in any way in
connection with any lawful action it takes pursuant to this clause.The Tenant's liability shall survive
the Landlord's re-entry, the institution of summary proceeding, and the issuance of any warrants
with respect thereto.
15.04 Deficiency
15.04.1 If this Lease shall be cancelled under clause 11.02, the Tenant shall remain liable for
all Rent and all other charges the Tenallit would have been required to pay until the date this Lease
would have expired had such cancellation not occurred. The Tenant's liability for Rent shall continue
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notwithstanding re-entry or repossession •f the Leased Premises by the Landlord.
15.04.2. If this Lease shall be .ncelled under subsection 15.02, the Tenant shall pay
�� "Agreed Current Damages" to the Landl•rd. As used in this Article 15 "Agreed Current Damages"
means the difference between (a) the su of(I) Rent as set forth in subsection 15.04.1, above; (ii)
the expenses to which the Landlord ma be put in re-entering the Leased Premises; repossessing
the Leased Premises; making good any Default of the Tenant; putting the Leased Premises in proper
repair; reletting the Leased Premises iincluding reasonable attorneys' fees and disbursements,
marshal's fees, tenant improvement al owance, fit-up costs, and brokerage commissions, in so
doing); (iii) the full amount of any tena improvement allowances provided by Landlord to Tenant,
(iv) the full cost of any tenant improve ents made by Landlord for the benefit of Tenant, and (v)
the sum of any leasing commissions pal' by Landlord in connection with the Lease, each calculated
without regard to principles of depreciat•n or amortization; and (b) the proceeds of any reletting of
the Leased Premises actually received by the Landlord.
15.04.3. At the end of each mo h, the Tenant shall pay Agreed Current Damages for that
month, if any. Each payment shall be m de to the Landlord at the Landlord's notice address or such
other address as the Landlord may desig ate by giving notice to the Tenant. Any suit brought by the
Landlord to enforce collection of Agreed urrent Damages for any one month shall not prejudice the
Landlord's right to enforce the collection •f Agreed Current Damages for any subsequent month, nor y
preclude Landlord's right to enforce the ollection of Agreed Final Damages, as Landlord chooses, in a)
its sole discretion.
E
15.04.4. The Landlord may rele.all or any part of the Leased Premises for all or any part of to
the unexpired portion of the then curren term of this Lease or for any longer period and may accept
any Rent then obtainable; grant any c'mmercally reasonable concessions of Rent; and agree to ca
paint or make any special repairs, alte .tions, and decorations for any new tenant as it may deem 03
advisable in its sole and absolute (but easonabie) discretion and in all cases the Tenant's liability c
ea
for Rent shall continue. y
m
• 15.05 Agreed Final Damages i n-
ts by notice to the Tenant, the T
1 If this Lease shall be cancelled in accordance with subsection 15.02 and the Landlord so r-
elect :. ant shall pay the Landlord "Liquidated and Agreed Final m
Damages". As used in this Article 15, ".i. i•- ed and Agreed Final Damages" means the difference cv
between (a) (i) the Rent and all other .+ arges which would have been payable by the Tenant from
the date of the election to the date hen this Lease would have expired if it had not been so y
cancelled, (ii) the expenses to which th- Landlord may be put in re-entering the Leased Premises; E
repossessing the Leased Premises; m ing good any Default of the Tenant; putting the Leased d
Premises in proper repair; reletting the Leased Premises (including reasonable attorneys' fees and o)
disbursements, marshal's fees, tena t improvement allowance, fit-up costs, and brokerage Q
commissions, in so doing); (iii) the full mount of any tenant improvement allowances provided by y
Landlord to Tenant, (iv) the full cost of any tenant improvements made by Landlord for the benefit y
of Tenant, and (v) the sum of any le ing commissions paid by Landlord in connection with the J
Lease,each calculated without regard t principles of depreciation or amortization; and (b)the"Fair
Rental Value" of the Leased Premises f r the same period both discounted to present worth at an >
annual interest factor of seven perce t (7%). Upon payment of Liquidated and Agreed Final m
Damages pursuant to the terms and nditions of this Section 15.05, Tenant shall be under no c
further liability with respect to the peri d after the date of cancellation. "Fair Rental Value" of the ca
Leased Premises for purposes of this 5- i.n • shall conclusively be determined to be as agreed
by the parties in writing for this purpos: or, absent such agreement, the rent called for by any lease a
entered into by the Landlord for the Lea•ed Premises subsequent to Tenant's surrender or removal.
c
15,06 Waiver.f R"• • Redem.ti•n a)
E
,-
The
The Tenant hereby waives (to the extent legally permissible), for itself and all persons L)
claiming by, through, or under it, any ight of redemption or for the restoration of the operation of cor
this Lease under any present or future aw in case the Tenant shall be dispossessed for any cause, Q
or in case the Landlord shall obtain pos--ssion of the Leased Premises as herein provided.
15.07 Waiver of Trial by Jury
Each of Landlord and Ten.nt hereby waives all right to trial by jury in any claim, action,
proceeding or counter-claim by either t e Landlord or the Tenant against each other on any matters
arising out of or in any way connected w th this Lease, the relationship of the Landlord and the Tenant,
and/or the Tenant's use or occupancy of t e Leased Premises.
15.08 Late Fee
Any Rent not paid by Tenant by the date said payment is due shall incur an aggregated late
charge equal to five percent (5%) of th, unpaid installment, payable as Additional Rent on or before
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the first day of the succeeding month arii every month thereafter. If the Tenant shall fail to pay
any Rent within ten (10) days of the dte said payment is due, the Landlord shall be entitled, in
addition to the aggregate late charge de cribed above, to interest on the outstanding balance from
the date on which the same was due to t e date of payment at the annual rate equal to the lesser of
(i) ten percent (10%),and(ii) the maxi urn amount allowable under Florida law.
15.09 Ad•i i. -I R-m-•i- W,' : E .
15.09.1 The rights and remedies .f the Landlord set forth herein shall be in addition to any
other right and remedy now and hereafter provided by law. All rights and remedies shall be
cumulative and not exclusive of each of er. The Landlord may exercise its rights and remedies at
any times, in any order,to any extent, a d as often as the Landlord deems advisable without regard
to whether the exercise of one right or emedy precedes, concurs with or succeeds the exercise of
another.
15.09.2 A single or partial exerci-e of a right or remedy shall not preclude a further exercise
thereof or the exercise of another right o remedy from time to time.
15.09.3 No delay or omission by g e Landlord in exercising a right or remedy shall exhaust or
impair the same or constitute a waiver o-or acquiescence to Default. in-
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15.09.4 No waiver of Default shal extend to or affect any other Default or impair any right or •
remedy with respect thereto. d
15.09.5 No waiver of Default shal be effective unless it is in writing. N
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16, Distress m
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In the event Tenant fails to cure :ny Default within the time frame set forth herein and shall ea
abandon the Leased Premises, leaving trade fixtures,goods and chattels thereon,then, in that event .a
only, the Tenant waives and renounces he benefit of any present or future statute taking away or ia.
limiting the Landlord's right of distress and covenants and agrees that notwithstanding any such
statutes, all of the trade fixtures, goods and chattels of the Tenant on the Leased Premises at any N
time during the Term shall be subject o levy by distress for rent and all other charges payable M
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under this Lease that are in arrears.
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17. Overholding
If the Tenant shall continue to o•cupy the Leased Premises after the expiration of this Lease
without the consent of the Landlord and without any further written agreement, the Tenant shall be :a
a hold over tenant at sufferance with a onthly rental rate of one hundred fifty percent (150%) of Q
the sum of the last monthly Annual Base and Additional Rent payment made prior to such y
expiration,and Tenant waives any furth-r notice or demands for rent due upon hold over. cn
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18. Recovery of Adjustments "'I
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The Landlord shall have (in addi ion to any other right or remedy of the Landlord) the same CO
rights and remedies in the event of Def It by the Tenant in payment of any amount payable by the c
Tenant as provided in this Lease, as th Landlord would have in the case of Default in payment of ca
Annual Base rent.
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19. Notice and Payments ,;.;
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19.01 Notice to Landlord and Te ant m
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Any and all payments to be made by the Tenant to the Landlord as provided in this 0
Lease shall be payable to the Landlord a[the following address: ,.
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Gulf Shore Associates, 1499 Post(Road, Fairfield, CT 06824
or at such other address as the 1:ndlord may from time to time notify the Tenant.
19.02 All notices, demands an. other communications ("notices") permitted or required to
be given under this Lease shall be in w sting and sent by personal service, telecopy transmission (if
a copy thereof is also sent on the sam• day by a nationally recognized overnight courier service),
certified mail (postage prepaid) return receipt requested or by a nationally recognized overnight
courier service, (a) to Tenant(i) at the -ddress first set forth above, with copies to (H)Tenant at the
Premises (except prior to the Comme cement Date, copies of notices shall be sent to Tenant's
address at 801 Laurel Oak Drive, Naple-, FL 34108,and (b)to Landlord at 1499 Post Road, Fairfield,
Connecticut 06824 Attn: Property Man.ger with a copy to Stephan B. Grozinger, Esq., 249 Lyons
17
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Plain Road, Weston, Connecticut, 06883, or (c) to such other address as either Landlord or Tenant
may designate as its new address(es) f om time to time for such purpose by notice given to the
i1 other in accordance with the provisions o this Section 19.02.
19.03 Notices shall be deemed t. have been given (i) when hand delivered (provided that
delivery shall be evidenced by a receipt executed by or on behalf of the addressee if delivered by
personal service) if personal service is u--d, (ii) the sooner of the date of receipt or the date that is
three (3) days after the date of mailing thereof if sent by postage pre-paid registered or certified
mail, return receipt requested, and (iii) •ne (1) day after being sent by FedEx or other reputable
overnight courier service (with delivery :videnced by written receipt) if overnight courier service is
used.
19.04 Notice to Mortgagee
If the Landlord shall notify the Tenant that the Leased Premises are encumbered by a
mortgage, and shall notify the Tena t of the name and address of the mortgagee, then,
notwithstanding anything to the contra no default or termination notice intended for the Landlord
shall be deemed binding on such mortgage unless a copy of the notice is simultaneously sent to the
mortgagee by certified mail, return recei.t requested. If any mortgagee shall perform any obligation
that the Landlord is required to perform under this Lease, the performance by the mortgagee shall y
be deemed to be performance on behalf sf the Landlord insofar as the Tenant is concerned, and the a)
performance shall be accepted by the Te ant as if performed by the Landlord. .9
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20. Transfers and Encum•rances • n.lor. N
A
The Landlord may sell, transfer lease, mortgage, encumber or otherwise deal with the f6
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Building or any portion thereof or any nterest of the Landlord therein, in every case without the c
consent of the Tenant and without res riction, provided that any purchaser, transferee or lessee al
from or of the Landlord shall becom- bound by and covenant to perform the covenants and 2
obligations of the Landlord under this Le:se. In such case, the Landlord shall without further written a
agreement be freed and relieved of liabil ty thereafter arising for such covenants and obligations. ..
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21.
`21. Subordination and Attornment N
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At the option of the Landlord, t is Lease, all obligations of the Landlord hereunder and all
rights of the Tenant hereunder shall be .ubject and subordinate to any and all mortgages now or at 5
.0-., any time hereafter existing (including al charges and deeds of trust and mortgages securing bonds CD
and all instruments supplemental theret.) which may now or at any time hereafter affect the Leased y
Premises or the Building in whole or in sort, whether or not any such mortgage, charge or deed of m
trust affects only the Leased Premises •r the Building or affects other premises as well and to all `a)
renewals, modifications, consolidations replacements and extensions thereof_ Tenant, whenever Q
requested, at any time and from time t• time by the Landlord or by any mortgagee (including any a)
trustee under a deed of trust or mortg•ge) shall promptly (i) attorn to and become the tenant of d
such mortgagee, trustee (or any purc aser from such mortgagee, or trustee in the event of an J
exercise by such mortgagee or any per fitted power of sale contained in any of the said mortgages >,
or deeds of trust) for the then unex•ired residue of the Term of this Lease on all terms and ca
conditions contained herein and the Te ant shall not disaffirm this Lease or any of its obligations ea
under this Lease, or(ii) postpone and -ubordinate this Lease to such mortgage or deed of trust to c
the intent that this Lease and all right, ltle and interest of the Tenant in the Leased Premises shall U
be subject to the rights of such mortgagee, or trustee as fully as if such mortgage or deed of trust m
had been executed and recorded and the money thereby secured had been advanced before the 0_
executionof this Lease (and notwithsta ding any authority or consent of such mortgagee or trustee,
expressed or implied, to the making o this Lease). The Tenant agrees to execute promptly any c
commercially reasonable instrument i confirmation of such attornment or postponement and E
subordination, as the case may be, as t e Landlord may reasonably request. v
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22, Lease Entire Agreement Q
The Tenant acknowledges th. there are no covenants, representations, warranties,
agreements or conditions, expressed o implied, collateral or otherwise, forming part of or in any
way affecting or relating to this Lease a d that this Lease constitutes the entire agreement between
the Landlord and the Tenant and may .t be modified except as herein explicitly provided or except
by subsequent agreement in writing ex: uted by the Landlord and the Tenant.
23. Recordation
The Tenant covenants and agree- with the Landlord that the Tenant will not record or deposit
this Lease in this form in any public o"ice. If the Tenant desires to have a recorded notice of this
Lease, then the parties hereto shall co:temporaneously with the execution of this Lease execute a
Memorandum of Lease solely for the pu pose of giving notice thereof.
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24. Construction of Lease
This Lease shall beoverned
g by =nd construed in accordance with the laws of the State of
Florida. The captions appearing in this L=se have been inserted as a matter of convenience and for
reference only and in no way define, lira' or enlarge the scope or meaning of this Lease nor any of
the provisions hereof. Should any provisi.n or provisions of this Lease be illegal or not enforceable,
it or they shall be considered separate a • several from the Lease and its remaining provisions shall
remain in force and be binding upon th= parties hereto as though the said provision or provisions
had never been included.
25. Effect of Lease
This Lease and everything herein •ntained shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators, successors, assigns and
other legal representatives, as the case ay be, subject to the granting of consent by the Landlord
to any assignment or sublease as and to he extent required under this Lease.
26. Brokers
in
Landlord and Tenant each repre ent and warrant that they have not dealt with any real m
estate broker or agent in connection wit this Lease or its negotiation. Landlord and Tenant shall
Indemnify, defend and hold each other armless from any claims made by any other real estate ai
agents or brokers in connection with this Lease or its negotiation arising from any communication by N
the indemnifying party. >,
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27. Parking
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Throughout the Term, the Tenant shall have the right to have Its employees, agents, clients,
guests and invitees park their cars or v hicles in the parking lot for the Building in common with a
other tenants of the Building, at no addit onal cost to the Tenant. The Landlord reserves the right to
designate the location for parking bicycl-s. The Landlord shall operate, maintain and repair such p--
parking lot, the striping and parking blo ks thereon and access thereto from dedicated streets, the M
cost thereof being part of the "Operating osts". cy
28. Security Deposit c
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Intentionally Omitted.
29. Extension Ootions to
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Intentionally Omitted. a>
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30. Miscellaneous.
30.01. Consents. Any provision .f this Lease which requires Landlord not to unreasonably m
withhold its consent shall never be the b sis for an award of damages or give rise to a right of setoff
or termination to Tenant, but may be th. basis for a declaratory judgment or specific injunction with ca
respect to the matter in question. v
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30.02. Financial Reporting. The enant agrees to furnish, without expense to the Landlord, 0-
within
within ten (10) days after the request th-refor, such financial information as may from time to time
be reasonably requested by any existing or potential lender with respect to the obtaining or a)
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maintaining of the financing for the Building or any potential purchaser of the Building, which E
information shall include, but not be limted to, the Tenant's then current financial statements and
operating statements indicating incam , expenses, profits and losses of the Tenant's business ca
operation (accountant prepared, where a ailable).
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30.03. Attorney's Fees. Landlord and Tenant, in the event of any action or legal proceeding
to enforce its rights created by this Leas, shall be entitled to recover from the other non-prevailing
party all its reasonable, out-of-pocket "sts incurred in connection therewith, including reasonable
attorney's fees.
30.04. Representations. The Landlord and the Landlord's agents have made no I
representations or promises with resp; t to the Building or the Leased Premises, Including the
uses permitted under applicable law, ex ept for representations herein expressly set forth.
30.05. Time of Essence. Time i- of the essence to this Lease and to all dates and time
periods set forth herein.
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30.06. Survival. Obligations und:r this Lease which accrue during the Term shall survive the
expiration or sooner termination of the T:rm.
30.07. Counterpart. This Lease ay be signed on separate signature pages and shall be
effective once this Lease has been signe by both of the parties and all signature pages have been
attached to one another, it not being n= essary for the parties to have physically signed the same
signature pages of this Lease. Such sig :tures may also be by facsimile or other electronic means,
which the undersigned all specifically ag ee shall be deemed to be binding upon each of them and
each other as if an original signature.
30.08. Interpretation. The Landl.rd and the Tenant each acknowledge each to the other that
both they and their counsel have revi:wed and revised this Lease and that the normal rule of
construction to the effect that any ambig ities are to be resolved against the drafting party shall not
be employed in the interpretation of this ease or any amendments or exhibits hereto.
30.09. Govemina Law: G4ns. _ • r' .i i.n. This Lease shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of Florida, without
regard to principles of conflicts of law. ach of the parties submits to the exclusive jurisdiction of
any state or federal court sitting in F:irfield County, Connecticut in any action or proceeding r
arising out of or relating to this Lease. Each of the parties waives any defense of inconvenient a)
forum to the maintenance of any action or proceeding so brought and waives any bond, surety or
other security that might be required of any party with respect thereto.
30.10. Proper Execution. The s bmission by the Landlord to the Tenant of this Lease in
unsigned form shall be deemed to be . submission solely for the Tenant's consideration and not
for acceptance and execution. Such s bmission shall have no binding force and effect, shall not CO
constitute an option, and shall not con er any rights upon the Tenant or impose any obligations
upon the Landlord irrespective of any r:fiance thereon, change of position or partial performance.
The submission by the Landlord of his Lease for execution by the Tenant and the actual m
execution and delivery thereof by the Tenant to the Landlord shall similarly have no binding force a
and effect on the Landlord unless and ntil the Landlord shall have executed this Agreement and
a counterpart thereof shall have been d livered to the Tenant. M
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30.11. Mortgagee Approval. No withstanding anything herein to the contrary, this Lease
and the Tenant's rights hereunder re -in subject to the Landlord's receipt of the unconditional
approval of the Landlord's current m.rtgagee. In the event this Lease is rejected by the d
Landlord's mortgagee, the Landlord sha I provide written notice to the Tenant no later than twenty
(20) days following the Landlord's recei.t of such final unappealable rejection and this Lease shall y
immediately terminate and be of no fu her force or effect.
31, Roof Top Antenna m
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During the Term of this Lease, enant shall continue to have use of the existing roof top a)
area at no cost to accommodate one ( ) whip style antenna for the purpose of operating a two-
way radio system in addition to th= existing location in the 8th floor equipment room to CO
accommodate a 1'x 1' rainbird box. No further expansion of either area is permitted.
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32. Early Termination c.)
At any time following the twen fourth (24th) month of this Lease, Tenant shall have the
option to terminate this lease upon nin:ty (90) days written notice to Landlord.
IN WITNESS WHEREOF, the Lan•lord and Tenant have hereto executed this Lease the day d
and year first above written. v
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LANDLORD
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WITNESSES: GULF SHORE ASSOCIATES
LIMITED PARTNERSHIP
By: Pequot Capital South, Inc.,
Its General Partner
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By:
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1 6.E.3.b
TENANT
AS TO THE LESSEE:
DATED: /O• 7-" '3
t '^ ,, BOAR OF C NTY COMMISSIONERS,
ATTEST `. .., COLLI R O TY, FLORIDA
DW.61T E B eCIG,,CIOtic
(( '�' BY: f
Attest as aa ,,,r,,,,,,,kr,,k (,EOF,t A I ER, ESQ., CHAIRWOMAN
S{ able04;''. r» 1
A proved as�tolorrh and legality:
{/ 2 1ft-WU—,
`'_.C-61Ieen M. Greene, Asaut County Attorney df
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SCHEDULE A
PLAN AND DE'CRIPTION OF LEASED PREMISES
PLAN
Appended as part of this Schedu e is a plan(s) of the floor(s) of the Building containing the
Leased Premises showing and identifying the Leased Premises by a red outline.
II. DESCRIPTION
The Leased Premises are as sho n on the plan(s) appended as part of this Schedule. The
exact boundaries of the Leased Premises intended to be demised are the same perimeter boundaries
as delineate Rentable Area (excluding .ny Additional Area included in Rentable Area) and extend
from the top surface of the structural su•-floor to the bottom of the structural ceiling, and include all
interior space whether or not occupied •, interior projections,shafts, duct work, ventilation spaces,
columns, pipes, conduits or other physi.:l features, and the plan(s) referred to shall be interpreted
accordingly.
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SCHEDULE B
L GAL DESCRIPTION
A portion of Parcel "B", PELICAN BAY UNIT ONE, a subdivision in part of Sections 4 and 9,
Township 49 South, Range 25 East, C•ilier County, Florida, recorded in Plat Book 12, Pages 47
through 52, Public Records of Collier Cou ty, Florida, described as follows:
Commence at the Southe-st corner of said Parcel "B", thence North 00 39' 32" West,
along the Easterly line of said Parcel ":", said line also being the Westerly Right of Way line of
Tamiami Trail (U.S. 41), a distance of 15 9.58 feet to the Point of Beginning; thence continue North
00 39' 32" West, a distance of 150.00 fest to the Southeast corner of Parcel "A"of said PELICAN BAY
UNIT ONE; thence South 89 20' 28" We-t, along the Southerly line of said Parcel "A", a distance of
700.00 feet; thence South 00 39' 32" :est, a distance of 378.28 feet to the beginning of a curve
concave to the Northeast having a radi s of 25.00 feet and a central angle of 90 00' 00"; thence
Southerly, Southeasterly and Easterly, a ong the arc of said curve, a distance of 39.27 feet to the
point of tangency; thence North 89 20' 28", East, a distance of 25.00 feet to the beginning of a
curve concave to the Northwest having : radius of 350.00 feet and a central angle of 33 00' 00";
thence Easterly and Northeasterly, along the arc of said curve, a distance of 201.59 feet to the point
of tangency; thence North 56 20' 28" East, a distance of 136.28 feet to the beginning of a curve m
concave to the Southeast having a radiu. of 450.00 feet and a central angle of 33 00' 00"; thence u)
Northeasterly and Easterly, along the a of said curve, a distance of 259.18 feet to the point of
tangency; thence North 89 20' 28" East 5 distance of 50.00 feet and a central angle of 90 00' 00
thence Easterly, Northeasterly and North-rly along the arc of said curve, a distance of 78.54 feet to
the Point of Beginning. v
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SCHEDULE C
RUL;S AND REGULATIONS
The Tenant shall observe the followi g Rules and Regulations (as amended, modified or
supplemented from time to time by the :ndlord as provided in the Lease.
1. The sidewalks, entries, c• ridors, passages, elevators and common staircases shall
not be obstructed or used by the Tenant Its agents, servants, contractors, invites or employees for
any purpose other than ingress to and egress from the Leased Premises. The Landlord reserves
entire control of all parts of the building used for the common benefit of the tenants and without
restricting the generality of the foregoing the sidewalks, entries, corridors, passages, not within the
Leased Premises, washrooms, lavatori=_, air-conditioning closets, fan rooms, janitor's closets,
electrical closets and other closets, staff elevator shafts, flues, stacks, pipe shafts and ducts, and
shall have the right to place such signs .nd appliances therein, as it may deem advisable, provided
that ingress to and egress from the Leas-. Premises are not unduly impaired thereby.
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2. The Landlord ma re uire that all or an m
Y q y persons entering or leaving the Building at a)
any time other than normal Business Ho rs satisfactorily identify themselves and register in books
kept for the purpose, and may preven any person from entering the Leased Premises unless
provided with a key thereto and a pass o other authorization from the Tenant in a form satisfactory c/)
to the Landlord, and may prevent an person removing any goods therefrom without written
as
authorization. Any person found in the :uiiding at such times without such keys or passes will be CO
subject to the surveillance of the employ:es and agents of the Landlord.The Landlord shall be under
no responsibility for failure to enforce thi rule. t>s
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3. The Tenant shall not chane any locks or place or cause to be placed any additional
locks or other security devices upon any doors of the Leased Premises without the approval of the
Landlord and subject to any condition i posed by the Landlord. Additional keys may be obtained ti
from the Landlord at the cost of the Tena t.
4. Canvassing, soliciting and •eddling in the Building are prohibited.
5. It shall be the duty of t e Tenant to assist and cooperate with the Landlord in m
preventing injury to the Leased Premises =nd the Building.
6. The Tenant, Its agents, se ants, contractors, invites, or employees shall not bring in
or take out, position, construct, install • move any safe, business machine or other heavy office
equipment or heavy merchandise liable to overload, injure or destroy any part of the Building
without first obtaining the consent in wri ing of the Landlord. In giving such consent, the Landlord
shall have the right in its sole discretion, o prescribe the routes for moving such heavy items into or J
out of the Building, the weight permitte., the position thereof and the use and design of planks,
skids, or platforms to distribute the weig t thereof. All damage done to the Building by moving or
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using any such heavy equipment or othe office equipment or furniture shall be borne by the Tenant
and any such work shall occur only betw-en 6:00 P.M. and the following 8:00 A.M. or at any other
time consented to by the Landlord, and ,he persons employed to move the same in and out of the
Building must be acceptable to the Landl.rd. Safes and other heavy office equipment may be moved
through the halls and corridors only up•n steel bearing plates. No freight or bulky matter of any 4
description may be received into the ilding or carried in the elevators, except during hours
approved by the Landlord.
7. Any hand truck, carryall o similar appliance used in the Building shall be equipped _c
with rubber tires, side guards and such of er safeguards as the Landlord may require. as
8. The water closets and otha water apparatus
shall not be used for any purpose other
than those for which they were constr cted, and no sweepings, rubbish, rags, ashes or other
substances shall be thrown therein. Any damage resulting by misuse shall be borne by the Tenant
by whom or by whose agents, servants o employees the same is cause.The Tenant shall not let the
water run unless it is in actual use.
9. The Tenant shall not mark paint, drill into or in any way deface the walls, ceilings,
partitions, floors or any other parts of t e Leased Premises or the Building except with the prior
written consent of the Landlord and as it ay direct.
10. The Tenant must observe rict care not to allow its doors or windows to remain open
so as to admit rain or so as to interfere with the heating or air-conditioning of the Building. Any
injury or damage caused to the Building .r its appointments, furnishings, heating, air-conditioning,
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or other appliances or to any other tena t or the premises occupied by any other tenant, by reason
of doors or windows being left open so :s to admit rain, or by interference with or neglect of the
heating, air-conditioning, or other applia ces, or by reason of any other misconduct or neglect upon
the part of the Tenant or any other pe on or servant subject to it, shall be made good by the
Tenant in whose premises the neglect, In erference or misconduct occurred.
11. The Landlord will have the care of all heating and air conditioning appliances and give
all information for the regulation of same
12. The Tenant shall give the -ndlord prompt notice of any accident to or any defect in
any plumbing, heating, air conditioning, mechanical or electrical appliance or any other part of the
Building.
13. The Tenant shall not do or permit anything to be done in or upon the Leased Premises
or bring or keep anything therein whic will in any way increase the risk of fire, or obstruct or
interfere with the rights of other tenant- or violate or conflict with the laws relating to fire or with
the regulations of the Fire Department, .f the Health Department, or with any of the rules of the
applicable governing authority.
14. The Tenant shall not per It the use of any electrical apparatus likely to cause an
overloading of electrical circuits.
15. No inflammable oils or of er flammable, dangerous or explosive materials shall be
kept or permitted to be kept in the Lease, Premises or the Building. N
16. Nothing shall be placed on balconies or the outside of windowsills or projections. m
17, Nothing shall be thrown •y the Tenant, its clerks or servants, out of windows or ra
doors, or down the passages or elevator hafts of the Building. •-
18. The Tenant shall keep t Leased Premises in a good state of preservation and
cleanliness, and shall not suffer any accu ulation of useless property or rubbish therein.The Tenant N
will not place or allow to be placed in o on the sidewalks, entries, corridors or common staircases
any waste paper, dust, garbage, refuse o anything whatever that would tend to make them unclean
or untidy.
19. The Tenant shall permit wi dow cleaners to clean the windows of the Leased Premises
during Normal Business Hours. y
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20. Furniture, effects and sup.lies shall not be taken into or removed from the Leased
Premises, except at such time and in suc manner as may be previously approved by the Landlord.
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21. No one shall use the Leas:. Premises for sleeping apartments or residential purposes
or for the storage of personal effects or a ides other than those required for business purposes. J
22. The Tenant, its clerks or .ervants shall not make, commit or permit any improper
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noises in the Buildings nor shall they .perate or permit to be operated any musical or sound
producing instrument or other device ins•e or outside the Leased Premises, which in the opinion of cc
the Landlord is disturbing to the other to ants of the Building. 2
23. The Tenant, its clerks o servants shall not lounge about doors or corridors or 0-
interfere in any way with other tenants o those having business with them,
24. No animals or birds shall .e brought into the Building or kept in or about the Leased C
Premises. �
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25. The windows, glass doors :nd the lights that reflect or admit light into the corridors,
common areas or other places in the Buil.ing shall not be covered or obstructed by the Tenant, and
no awning shall be put up, without the ritten consent of the Landlord. Nothing, whether books,
packages, flower pots or any other arti les whatsoever shall be placed upon or hung from the
window sills.
26. The lining of all window dr.pes facing the interior surface of exterior windows shall be
subject to the prior approval of the Landi.rd as to color and materials and the Tenant shall not hang
and will remove any draperies which in • e opinion of the Landlord do not conform to any uniform
scheme of window coverings established '.r the Building.
27. The parking of cars in th• parking garage of the Building shall be subject to the
reasonable regulations of the Landlord.
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16.E.3.b
28. No bicycles or other simile vehicles shall be brought within the Building.
29. The Landlord shall have ,he right to make such other and further reasonable rules
and regulations as in its judgment may 'om time to time be needful for the safety,care, cleanliness
and appearance of the Leased Premise and the Building and the occupants thereof and visitors
thereto, including rules and regulations mposed by any governmental agency or any governmental
statute, rule, law, resolution or act and for the preservations of good order therein and the same
shall be kept and observed by the Tenan , its clerks and servants.
30. The foregoing Rules an. Regulations, as from time to time amended, are not
necessarily of uniform application, but ay be waived in whole or in part in respect of other tenants
without affecting their enforceability wit respect to the Tenant and the Leased Premises, and may
be waived in whole or in part with respe to the Leased Premises without waiving them as to future
application to the Leased Premises, an• the imposition of such Rules and Regulations shall not
create or imply any obligation of the La •lord to enforce them or create any liability of the Landlord
for their non-enforcement.
31. The Tenant agrees to the foregoing Rules and Regulations, which are hereby made a
part of this Lease, and each of them., an• agrees that for such persistent infractions of them, or any
of them, as may in the opinion of t e Landlord be calculated to annoy or disturb the quiet
enjoyment of any tenant, or anyone un.-r It, the Landlord may declare a forfeiture and cancellation v
of the Lease and may demand possessi• of the Leased Premises upon one week's written notice to
the Tenant.
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32. Smoking is prohibited i the Building. Tenant shall require its employees and
visitors to smoke outside of the Bulldin• and shall adhere to any rules and regulations set forth by as
Landlord for smoking.
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Packet Pg. 2019
1 6.E.3.b'-
ccNEDULE
�INDLORD WORK
1, Landlord shall construct demising walls within the Leased Premises in accordance with
the Schedule A floor plan a:tached hereto. In addition, Landlord shall install building
standard carpeting and pain[ the Leased Premises. Landlord's cost for the above work
shall not exceed ten thousand dollars ($ 10,000.00) and Tenant shall shall pay f nroall make
costs
which exceed ten thousa id dollars ($ 10,000.00).
LandlordImprovements in excess of $10,000.00 without prior approval by the Board of County
Commissioners.
2. Landlord shall arrange and pay for the cost of moving Tenant from the temporary
premises on the fourth floor to the third floor.
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Packet Pg.2020