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Backup Documents 12/13/2016 Item #16E3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6.. TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO j E 3 u THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office ZNe-\� _ 5/ 1z-\\b-\A- 4. BCC Office . Board of County i b . Commissioners /5/ vSN.ka Nk4, 5. Minutes and Records Clerk of Court's Office J 'ZI(Lilk Ark". PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff �/ i Phone Number ,/ Contact/ Department /4/Cit/ `-�' U Agenda Date Item was Agenda Item Number j C / Approved by the BCC `ea- - /3 - /4 J vl Type of Document Number of Original Attached /l/T 4/ t€ ° Documents Attached PO number or account number if document is s4-1/ _,to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A(Not appropriate. (Initial) Applicable). I. Does the document require the chairman's original signature? • 4//A 2. Does the document need to be sent to another agency for additional signatures? If yes, %f/A provide the Contact Infotniation(Name;Agency; Address;Phone) on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be • signed by the Chairman, with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's If/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the '`x... document or the final negotiated contract date whichever is applicable. . 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip ///A should be provided to the County Attorney Office at the time the item is input into SIRE. /i Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! +� (enter date)and all changes made �C :s_ g s 8. The document was approved by the BCC on /3 s3- , ,- during the meeting have been incorporated in the attached document. The Countywt) azo- i.;eg o� Attorney's Office has reviewed the changes, if applicable. :WWII* II* 9. Initials of attorney verifying that the attached document is the version approved by e a -;,,,Qi'...e.}' az=,. BCC,all changes directed bythe BCC have been made, and the document is readyor the i`, ''a 9.0 s m..����;�. Chairman's signature. ` 5,-*V. = ' ‘411111111111r 1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2._-..: , •- Ased 11/30/1? 1 6E 3 MEMORANDUM Date: November 16, 2016 To: Michael Dowling, Property Acquisition Specialist Facilities Management Department From: Teresa Cannon, Deputy Clerk Boards Minutes & Records Department Re: First Amendment to Lease Agreement with American Insurance Company Attached are two (2) originals of the document referenced above (Item #16E3), approved by the Board of County Commissioners on Tuesday, December 13, 2016. The Minutes & Records Department has retained the original to be held in the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment 1 .01.144, ""' " Memorandum f 0 R 1 0 P To: Minutes and Records From: Michael Dowling g Senior Property Management Specialist Real Property Management Date: December 13, 2016 Subject: Lease Agreement with American National Insurance Company BCC: December 13, 2016 Item 16 E 3 Hello All! Kindly provide me with the two original copies so that I may have the landlord sign both and will then return one original to your office. Please contact me at extension 8743 with any questions. As always, thank you!. © Attachment as stated 16E 3 FIRST AMENDMENT LEASE AiThis FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of AC._ /3 , 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 : WHEREAS, Tenant and GULF SHORE ASSOCIATES LIMITED PARTNERSHIP, a Florida 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 Suite 302 of the building commonly known as the SunTrust Bank Building, located at 801 Laurel Oak Drive,Naples,Florida(the`Building"); and 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 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 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: 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 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 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 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. 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 GHA362563.5 I 102-001(IRE 5161) 'CO l0 6- 3 16E 3 GG 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) 5 $27.32 NNN $26,746.28 $2,228.86 (Option Term) 4. Notice and Payment of Rents. The parties hereto agree and acknowledge that 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: Notice address: American National Insurance Company 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 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 follows: " 29. Extension Options 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 G RE 1022-001-001(IRE 5161) 4S) 1 6 E 3 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. 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, terms, understandings, conditions, representations and warranties, whether written or oral, concerning the matters that are the subject of this Amendment. Wherever possible, each term of this Amendment shall be interpreted in such. 8. No Other Modifications or Amendments. Except as amended or modified hereby, all 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 conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control. 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 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 originals. [THE REMAINDER OF THIS PAGE INTENTIONALLY RESERVED] 3 GHA362563.5 102-001 (IRE 5161) 16E 3 EXECUTED TO BE EFFECTIVE as of the Execution Date. LANDLORD: WITNESSES: AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company 1 W IF /n EBy: \N...., ��j WL' '�' ( C.. ..-°N1 ame: Robed J.Kirobner w Vice President Title: TENANT: ATTEST: BOARD OF COUNTY COMMISSIONERS DA I ED-; ,Q-C- /J 'iCOLLIER COUNTY, FLORIDA DWIGHT E. BROCK, Clerk 00),..wo_ BY: Deputy Cleest as to Chairman's_ D NNA FIALA, Chairman signature only. t t! Approved!as • F. r a•.,, legality: i --if 1ri 1 f 4 Jet 1 W '\n ,,tv j t=e0,7") ik i airy 1 [Signature Page(s)to First Amendment to Lease—Collier County(Florida)] GHA362563 102-001 (IRE 5161) 1111.. 16E 3 THIS LEASE, made effective as of this day of J _1 ` _. 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 334X 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: 1. remises The Landlord does hereby demise and lease to the Tenant the premises (the "Leased Premises") located on the Third Floor of the Building located at 801 Laurel Oak Drive, Naples, Florida 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 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 Premises in"as is"condition. 2. Term 2.01 TO HAVE AND TO HOLD the Leased Premises for a period of three (3) years commencing upon January 1, 2014 ("Commencement Date"); and ending on December 31, 2016 (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 pursuant to law. 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 fraction(s) of a month at the commencement and/or at the end of the Term shall be pro-rated at a rate per day equal to 1/365th of the annual Rent then applicable. 3. Rent 3.01 Except as otherwise provided in this Lease, the total annual compensation that the Tenant shall pay to the Landlord for tin rental of the Leased Premises shall be the aggregate of(a) the annual rent as set forth in Section . .Q2(or for the Option Term if applicable), plus(b)the annual "Additional_Rent" which shall include, but not be limited to, Tenant's Proportionate Share of Taxes, 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 obligated to pay to the Landlord as provided in this Lease and as set forth in herein. 3.02 Commencing on February 1, 2014 ("Rent Commencement Date"),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: Lease Year Rent/S.F.,. Annual Base Rent Monthly Base Rent 1 $ 27.72 gross $ 27,137.88 $ 2,261.49 2- 3 $22.00 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 or prior termination of the Term. Time shall be of the essence with respect to the payment of Rent. 1ÔE 3 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 particularly 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. 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. 4.05 "Lease Year shall mean each consecutive twelve (12) month period during the Term with the first Lease Year commencing on the Commencement Date. 4.06. "Leasehold Improvements" means all installations, alterations, improvements, additions, partitions and fixtures (other than Tenant's personalty or moveable trade fixtures) from 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 Premises. 4.07 "Norm.i. Business Hours", unless otherwise specified, means the hours from 8:00 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 inclusive(except those days which are holidays). 4.08 "Operating Costs" means the total of all commercially reasonable expenses incurred 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 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. 4.08.1 Operating Costs shall include but are not limited to (but subject to certain deductions and exclusions as hereinafter provided) the cost of providing janitorial, supervisory, maintenance, 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, cooling and ventilating all space, including both rentable and non-rentable areas which are not separately sub-metered, the cost of providing hot and cold water, electricity (including lighting) and 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 cost 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, 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 1144. citt9 16E3 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, fan:rooms,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 to the extent any physical changes to same occurs during the Term of this Lease. 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 except to the extent any physical changes to same occur during the Term. 4.12 "Taxes" means all taxes, rates,duties, levies and assessments allocable to the Term, whether municipal, governmental by any homeowners association, property association or by the 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 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 which are special, unforeseen or extraordinary as well as those which are regular, foreseen and 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 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 the Building were fully improved during the period in question. 5. Taxes and Operating Costs 5.01 Landlord's Tax Obligatgas The Landlord covenants with the Tenant to pay promptly, when due to the taxing authority or authorities having jurisdiction, all Taxes as well as all items of sales tax paid by Tenant to 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 otherwise 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 1 6 E 5.03 Payment of Tenant'._Proportionate Share of Taxes Commencing on the second anniversary of the Commencement Date, Tenant shall pay, as Additional Rent, Tenant's 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 monthly=payments on account of Tenant's Proportionate Share of Taxes. The monthly payments shall be one-twelfth (1/121")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, 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 been refunded in full to Tenant, provided however, that 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 tip Tenant within thirty (30) days following such expiration or sooner termination. 5.04 Payment of Tenant's Proportionate Share of operating Costs Commencing on the second anniversary of the Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Operating Costs and as Additional Rent, a sum equal to one-twelfth (1/12t`') 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 expense year, 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. As soon as practicable after the end of 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. Within thirty (30) days after receipt by Tenant of Landlord's Statement, Tenant shall pay Tenant's Proportionate Share of the Operating Costs(less the amount of estimated payments paid by Tenant 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 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 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 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 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 Arlcle with respect to any Additional Rent incurred during the Term shall survive the expiration or a y 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 paY Operating Costs in accordance with the previous statement, 4 ILA 16E 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 otheh 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 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 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 6.02 above. The Landlord shall promptly repay the Tenant for any overpayments which Tenant's auditors identify. If 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 differences as to the amount of any payment, the Tenant shall give notice to the Landlord 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 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. 7. Tenant's Covenants Throughout the Term,the Tenant covenants with the Landlord as follows: 7.01 Rent 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 herein. 7.02 Electricity 7.02.1 Tenant shall pay all separately metered electricity consumed by Tenant and not included in Operating Costs as defined. 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 4 1 . i 16E3 casualty only excepted (hereinafter collectively called the"said exceptions")); and that the Landlord may at all reasonable times enter and view the state of repair, and the Tenant shall repair according to notice in writing; and that in default 4 the Tenant carrying out such repairs,the Landlord may,at its option, make such repairs at the tense 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 the Landlord may have expended in making such repairs and shall not have previously received fronn 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 eult Notwithstanding anything in thisLease to the contrary, if the Building, including the Leased Premises, the elevators, the boilers, en,ines, 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 f the Building get out of repair or become damaged or destroyed as caused by the negligence r willful misconduct by the Tenant, its servants, agents or employees, the reasonable, out-of-po ket 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. i 7.05 Licenses, etc. The Tenant shall not permit any:part of the Leased Premises to be used or occupied by any persons other than the Tenant, any subtenants permitted under Section 7.06 and the employees of the Tenant and any such permitted subnant,and their respective clients, guests and others having I lawful business with them, or permit an part of the Leased Premises to be used or occupied by any licensee or concessionaire, or permit a y persons to by upon the Leased Premises other than the Tenant, its employees, such permitte subtenants and their respective employees, clients and others having lawful business with them. 7.06 Assignment and Subletting 6 7.06.1 Neither the Tenant nor .ny 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 pa thereof to be subleased to or used by others, without the prior written consent of the Landlord in each instance. As provided in subsection 7.Q6_3 below, the Landlord shall not unreasonably withh•Id its consent to a proposed subletting or assignment. The transfer (or transfers in the aggregate of more than a 30% interest in the Tenant to one not an owner of the Tenant on the date her of, shall be deemed an assignment of this Lease for the purposes of this Section. If this Lease •e assigned, or if the Leased Premises or any part thereof be sublet to or occupied by anybody other than the Tenant, the Landlord may, at the Landlord's option, collect rent from the assignee, subtennt or occupant, and apply the net amount collected to the Rent herein reserved (and any sublea e shall confirm such option by the Landlord), but no such collection shall be deemed a waiver of he Tenant's obligations hereunder, or the acceptance of the assignee, subtenant or occupants, or a release of the Tenant from the obligations and liabilities of the Tenant under this Lease. 7.06.2 If the Tenant desires to ssign this Lease or to sublease all or substantially all of the Leased Premises in the aggregate, the Tenant shall first give written notice to the Landlord of the proposed transaction which notice shall nclude(i)the name and address of the proposed transferee, (ii) the proposed effective date of the ransaction, which shall be no less than forty-five (45) days nor more than 180 days after the date f delivery of the Tenant's notice, (iii) all of the terms of the proposed transaction and the conside tion therefor, (iv) a copy of all existing and/or proposed documentation pertaining to the propo--d transfer, (v) current financial statements of the proposed transferee certified by an officer, partner, member or owner thereof, (vi) such other information as the Landlord may reasonably require, The Landlord shall have the right, by notice to the Tenant within thirty (30) days after receipt of the 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 a• 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 th:- Leased Premises proposed to be subleased. If the Landlord exercises its right to terminate this Lea.e with respect to such portion of the Leased Premises, then the Annual Base Rent and Tenant's P oportionate 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 th r Tenant. 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 6 .......................... I 16E 3 or assignee, any"Profit" on a subletting or assignment. For purposes of this subsection, the term "Profit" shall mean the excess of con$ideration 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 not 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 wri*en 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 judgment of the Landlord the proposed assignee or subtenant is of a character and engaged in a business such as are in keeping with the standards of the Landlord in those respects 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 of the Lease or sublease,as the case may be; (c) in the reasonable judgm; nt 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 with the standards of the Landlord for the Building and its occupancy, it being understood and agreed that any such written request for consent to a subletting or assig meat shall specify the purpose for which the assignee or subtenant intends to use the Leased Premises so assigned or sublet and the Landlord shall not be required to consent to the use of the Leased Premises for such specified purposes should such proposed use be prohibited by this Lease, be a violation of applicable law,or violate any provision of the lease of any other tenant; (d) if any space is available lin the Building at the time of the proposed assignment or sublet, the proposed per Square foot rental rate of the assignment or sublet equals or exceeds 110%of the renal rate at which the Landlord is offering the available space. (e)the proposed assignee orlsubtenant shall not be a then-existing tenant or occupant of the Building, or a person or entity with whom the Landlord or its representatives is then dealing with regard Ito leasing space In the Building, or with whom the Landlord or its representatives hal had any dealings within the past six months with regard to leasing space in the Building. 7.06.4 Notwithstanding the foregoing, without Landlord's consent and without being subject to Landlord's rights under subsections=_Z.06.2 and 7.06,3 above but upon sixty (60) days' prior notice to the Landlord, this Lease may be assigned, or the Leased Premises may be sublet, to any entity which is an "Affiliate" or"Successor" of the Tenant provided that (i) such entity has assets and a net worth at least equal to that of the Tenant on the date of such acquisition or corporate 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. Within ten (10) days after the execuion of any such assignment or sublease, the Tenant shall deliver to the Landlord (i) a complete cpy of the documentation pertaining to the transfer, and (ii) current financial statements of the Affil ate or Successor certified by an officer, partner, member or owner thereof. For the purposes of l this Section, an "Affiliate" means any entity controlling, controlled by or under common control with the Tenant. A "Successor" means any entity which acquires all or substantially all of the assets of the Tenant or which survives a statutory merger or consolidation with the Tenant. If, at aany 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, subject to this Section. 7.06.5 No assignment, sublease:or other transfer of this Lease, whether with or without the Landlord's consent, shall relieve the Tenant or any guarantor of this Lease from its obligations and liabilities under this Lease or any guaranty including, without limitation, the obligation to pay Rent and the obligation to obtain the Landlord's consent to any further assignment, subletting or other transfer. 7.07 Rules and Regulations 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 shat be deemed to be incorporated into and form a part of this Lease. 7.08 Permitted Use of Premiss and Insurance The Leased Premises shall be used for the operation of general purpose professional business offices, and lawful uses customarily anjillary thereto. The Tenant shall not do, omit or permit to be gi [ 7 1 16E 3 , done anything upon the Leased Premises 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 keep in force during the Term: 7.09.1 Insurance with respect tofire 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 named insured, as its respective interest may appear with respect to the Tenant's Leasehold Improvements 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 proceeds towards 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 an its furniture, equipment, inventory and files; 7.09.2 Comprehensive insurance of the type commonly called commercial general liability, 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 with respect to the business carried on in or from the Leased Premises and the Tenant's use and • occupancy thereof or any other part of 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 additional insured and shall protect the Landlord in respect of claims by the Tenant as if the Landlord were separately insured. Nothing within this provision shall waive the County's sovereign immunity limitations pursuant to§ 768.28, Florida Statutes. 7.09.3 Insurance against such cher perils and in such other amounts as the Landlord may from time to time reasonably require based upon the standard in the community or buildings of an equivalent class and nature, Such changes shall be subject to the approval of the parties. 7.09.4 Any insurance maintained by the Tenant may be maintained under a blanket policy or blanket policies covering the Lease Prernises and other premises leased or owned by Tenant or any affiliate of Tenant. Any casualty policy Shall contain a waiver by the insurer or an authorization for Tenant to waive on behalf of the insurer any rights of subrogation or indemnity or any claim to which the insurer might otherwise be entitled 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 to the Landlord or Tenant will be mads, and the policy will not lapse or be cancelled, except after not less than tem (10) days written!notice to the Landlord of the intended change, lapse or cancellation. The Tenant shall furnish to the Landlord, if and whenever requested by it, certificates as to the insurance from time to time, required to be effected by the Tenant and its renewal or continuation in force. 7.10 Observance.of Law 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 governmental regulations which relate to the Tenant's particular manner of use of the Leased Premises, and the conduct of any business conducted in the Leased Premises. 7.11 Waste and Nuisance The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Leased 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 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 any nuisance in,at or on the Leased Premises. 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 inclu ive 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 E ecords 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. 8 b ........................ 16E3 7.13 Entry by Landlord The Tenant shall permit the Landlord, 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>4r 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 inconvenience, 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 Indemnification sleet to 4 768.26.Fla. Stat.., Subject to the limitations set f} rth in § 768.28, Fla. Stat., the Tenant shall indemnify, defend and hold harmless the Landlor , its parent, subsidiaries or affiliates and their respective officers, directors and employees from and against any and all third-party claims caused by the 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 so far as necessary to account for their hange in legal position vis-à-vis. 7.15 Exhibiting Premises i 1 The Tenant shall permit the Landlord or its agents to exhibit the Leased Premises to prospective tenants and mortgagees durling Normal Business Hours and upon reasonable prior notice (which may be verbal) during the last10 days of the Term provided, however, that Landlord shall give the Tenant 24 hours notice (whi h 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 performed so as to minimize the extent and duration of any interference to the Tenant's business. i 7.16 Alterations,etc. I 7.16.1 The Tenant will not make or erect in or to the Leased Premises any installations, alterations, additions, partitions, improvements or fixtures without submitting drawings and specifications to the Landlord and obtaining the Landlord's prior written consent, which consent shall 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 specifications, which consent shall not be unreasonably withheld, conditioned or delayed, by competent contractors and subcontracnors which the Landlord shall have approved, such approval not to be unreasonably withheld,condit oned or delayed. 7.16.2 Any work performed by sr for the Tenant shall be performed by competent workmen whose labor union affiliations or lack o 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 reasonable conditions or regulations imposed by the Landlord and completed in good and workmanlike manner in accordance wit the description of the work approved by the Landlord, and the Tenant shall deliver to the Landlo d a certificate of the Tenant's architect in form and terms reasonably satisfactory to the Landlord confirming that all such work has been completed in accordance with the plans and specifications approved by the Landlord; and the Tenant shall promptly pay to its contractors and suacontractors when due, the cost of all such work and of all materials, labor and services involved therein 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 mat r of record by bonding or otherwise. Except with respect to the Landlord's Work, the interest of t e Landlord shall not be subject to liens for improvements made by the Tenant and the Tenant sall notify any contractor making any improvements of this provision. Tenant understands that t e knowing or willful failure of the Tenant to provide such 9 3 . 16E 3 notice to the contractor shall render the contract between the Tenant and the contractor voidable at the option of the contractor. Prior to tl1e commencement of any work requiring a permit, Tenant shall deliver to Landlord (i) plans of such alterations, installations or improvements in form and quality acceptable for the purposes of fi ing 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 La diord's mortgagee as additional insureds. 7.17 Glass The Tenant shall pay the cost replacement with as good quality and size of any glass broken on the Leased Premises during the Term. 7.18 Window Coverings I i The Tenant shall not remove, ad�to or change curtains, drapes or other window coverings. So that the Building may have a unifor, appearance from the outside, the Tenant shall cooperate with the Landlord in keeping window cokerings open or closed at various times as the Landlord may from time to time direct. 7.19 Signs The Tenant shall not paint, di play, inscribe, place or affix any sign, symbol, picture, 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 Or outside thereof or within the Leased Premises so as to be I visible from the outside of the Building. The Landlord will prescribe the pattern and location of identification signs for the Tenant. TheTenant on ceasing to be a tenant of the Leased Premises shall, before leaving them, cause any sign,advertisement or notice as aforesaid to be removed at its own expense and in a workmanlike manner. I F 7.20 Name of Buildi_n-g. i The Tenant shall not to refer to �he Building by any name other than "SunTrust Building" or the Building's street address or such oth r name as may be reasonably designated from time to time by the Landlord and the Tenant may u e the name of the Building for the business address of the Tenant but for no other purpose. 7.21 Keep Tidy At the end of each business day;the Tenant shall leave the Leased Premises in a reasonably tidy condition for the purpose of the Performance of the Landlord's cleaning services hereinafter referred to. 7.22 Estoppel_Certificate 1 Within ten (10) days after each Oequest by the Landlord, the Tenant shall deliver an estoppel certificate to the Landlord. Each estioppel certificate shall be certified to the Landlord, any mortgagee, any assignee of any mortgagee, any purchaser or any other person reasonably specified by the Landlord. Each estoppel certificate shall contain, without limitation, the following information certified by the person executing it on behalf of the Tenant: (a)Whether or not the Tenant isin possession of the Leased Premises; (b) Whether or not this Lease is,unmodified and in full force and effect.(If there has been a modification of this Lease, the certificate shall state that this Lease is in full force and effect as modified,and shall set forth the modification); 1 (c) Whether or not the Tenant Contends that the Landlord is in default under this Lease in any respect after notice thereof; I (d) Whether or not there are then existing set-offs or defenses against the enforcement of any right or remedy of the Landlord, Cir against any duty or obligation of the Tenant (and if so, specify the same); (e) The amount of Annual Base!Rent then being paid hereunder and the dates to which the same, by installments or otherwise,and other 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 10 } :-t: Ch0 >t 16E 3 State of Florida, and shall annually provide 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. 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 "jj rrdous Mater'als"). 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 attorneys' fees, and costs of investigation or audit) relating to: (i) the presence, use, or storage on 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 applicable Environmental Law during the Term. The foregoing indemnity shall survive the expiration or termination of this Lease. 8. Landlord's Covenants Throughout the Term, the Landlord covenants with the Tenant as follows: 8.01 Quiet Enjoyment That, so long as the Tenant is not in Default hereunder beyond any applicable notice and cure period, the Tenant shall peaceably hold the Leased Premises during the Term hereof without interference,subject however, to the terms of this Lease. 8.02 Air Conditioning and Heating To provide throughout the Terni, commercially reasonable and appropriate air conditioning, heating and ventilation equipment and systems in the Building which will provide a source or sources of processed air to the existing location or locations thereof within the Leased Premises, such processed air to be provided at all times during Normal Business Hours and at such other times as Tenant requires, except during the making of repairs, in such quantities and at such temperatures as shall be capable of maintaining in the Leased Premises conditions of commercially reasonable and appropriate temperature and comfort. Landlord shall make every effort possible to maintain a temperature in the Premises of approximately 72-75 degrees. The said air conditioning equipment and systems provided by the Landlord are designed for normal occupancy of the Leased Premises for office purposes on the basis of one person for every 100 square feet of space on an open floor basis and based on the window shading being fully closed in those offices having exterior 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 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 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 air conditioning or heating equipment when necessary, by reason of accident or repairs, alterations or 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 or 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 11 ■ 16E 3 supplemental air conditioning or heating 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 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 stail 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 the Building and to the Leased Premis . and the use of the elevators only in accordance with the Rules and Regulations. 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 or the floors on which the Leased Pr-miles are situated and which are not entirely within the premises of another tenant. 8.06 ,Janitorial Service To provide cleaning of the Lease• Premises five nights per week,except holidays. 8.07 Insurance Subject to Section 5.0.3 hereof, t, take out and to maintain in full force and effect throughout the Term of this Lease such insurance for the sole account and benefit of the Landlord as the Landlord from time to time considers seful, expedient or beneficial, including, without limitation, the following: 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 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. 8.07.2 Insurance against all ex.losion, rupture or failure of boilers, pressure vessels, air conditioning equipment and miscellane•us electrical apparatus on a blanket basis with broad form coverage, including repair and replace -nt; 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 iiabili 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.d all contractual obligations arising from the management or operation of the Building, and covering a so actions of ail 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. 12 ,.tt;7 4144. 16E 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 «arty'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 ied 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 invalidated by reason of the foregoing waiver. 8.08 Maintenance, Repair and "eolacemen Landlord shall be responsible f.r and shall maintain, repair, replace and keep in good operating condition, comparable to si liar 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 of the Building, the underground uti ity and sewer pipes of the Building, all base building mechanical, electrical, plumbing, HVA1 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, 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 by the parties pursuant to this Lease, the cost of such repairs or replacements shall be reimbursable by Tenant to Landlord as Additional Re t under this Lease. 8.09 Operation an Repair_St-ndards Landlord shall operate the Buil ing in a manner consistent with the standards of a first- 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 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. Fixturs Any trade fixtures, furnishings, :quipment and personal property placed in the Premises that are removable without damage to the .uilding or the Premises, whether the property of Tenant or 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 property of Landlord or Landlord ma remove such Tenant's Property, and Tenant shall pay to Landlord, Landlord's reasonable, out-. -pocket cost of removal and of any repairs in connection therewith. All appurtenances, addition., fixtures and improvements (other than Tenant's Property) attached to or installed in or upon the 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 lapse of time or otherwise without com.ensation or allowance or credit to Tenant. 10. Damane and Destruction 10.01. If the Building shall .- partially damaged by fire or other casualty so that the 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 'he expense of the Landlord (to the extent of net insurance proceeds actually received by the Landlord 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 acc.rding 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 -lect not to restore the same but to demolish it or rebuild it, then in any of such events the Landlord 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 13 0 , 1 t6E3. , t to the Landlord within ten (10) days aft lr receipt of the Landlord's notice. If the Landlord does not elect to terminate this Lease,the provisions of subsection 10.0.1,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 Pr 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 il shall be limited to the extent express 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 t , 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 anti Additional Rent payable by the Tenant herein shall be adjusted on the basis of the Rentable Ar a set out therein. 12. Damage to Property, The Landlord shall not be liable o(r responsible in any way for any loss of or damage or injury to any property belonging to the Tenantior to employees of the Tenant or to any other person while such property is on the Leased Premise or in the Building whether or not such property has been entrusted to employees of the Landlord and without limiting the generality of the foregoing the Landlord shall not be liable for any damage to any such property caused by steam, water or rain which may leak into, issue or flow fr m any part of the Building or from the water, steam or 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 the condition or arrangement of any electric or other wiring or for any damage caused by anything done or omitted by the Landlord or by other tenant of the Building. All property of the Tenant kep:or stored on the Leased Premises shall be so kept or stored 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 have any obligation to pay Landlord for damages otherwise compensated by insurance. 13. Exculpation The Landlord and, in case the jandlord shall be a joint venture, partnership, tenancy-in- common, association or other form of jjoint ownership, the members of any such joint venture, partnership, tenancy-in-common, association or other form of joint ownership,shall have absolutely no personal liability with respect to any provision of this Lease or any obligation or liability arising from this Lease or in connection with this Lease in the event of a breach or default by the Landlord of any of its obligations.The Tenant shall look solely to the equity of the Landlord in the Building for the satisfaction of Tenant's remedies requiring the payment of money. Such exculpation of liability shall be absolute and without any excep ion whatsoever. 14. Impossibility of Performance Except as otherwise provided i this Lease, whenever and to the extent that either party shall be unable to fulfill or shall be delayed or restricted in the fulfillment of any obligation hereunder in respect of the supply or p •vision of any service or utility or the doing of any work or administrative function or the making of any repairs, by reason of being unable to obtain the material, information, goods, equipment, service, utility or labor required to enable it to fulfill such obligation or by reason of any statute, ?aw or executive order or any regulation or order passed or 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 to obtain any permission or authority required thereby, or by reason of any other cause beyond its control, whether of the foregoing character or not, such party shall be entitled to extend the time for 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 15.01 Events of Default Each of the following events shalt constitute Default: 15.01.1 If an insolvency of the Tenant shall occur,any of the following events shall be regarded as insolvency: (a) If the Tenant shall make an lssignment for the benefit of creditors, 14 cts® 16E3 (b)If the Tenant shall file or acquiesce 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 ii 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 statu,- of the United States or any State) in any bankruptcy, reorganization, composition, extensio a, 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.Q1.1(d)shall be approved by any court. (f) If, in any proceedings pursue , to the application of any person other than the Tenant to which it acquiesces, a receiver or truster 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 expressly permitted under this Lease. 15.01.3 If the Tenant shall re to lake possession of the Leased Premises on the Commencement Date of the Term. 15.01.4 If the Tenant shall fail bk, pay any installment of Annual Base Rent, Additional Rent or any other charge required to be paidy the Tenant under this Lease when the said payment shall be due and payable, whether lawfully de ended or not. 15.01.5 If there is a breach or r n-observance or nonperformance of any of the covenants, agreements, provisions, conditions or it and Regulations on the part of the Tenant to be kept, observed or performed hereunder an such breach, nonobservance or non-performance shall continue for fifteen (15) days after rec ipt by Tenant of notice thereof (provided, however, that if 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). 15.02 Right of Termination This Lease is subject to the limit tion that, if a Default shall occur for nonpayment of Rent or any other reason, Landlord may give t' Tenant a notice of its intention to terminate this Lease at 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 the term of this Lease. Upon such ter ination, the Lease shall expire and all of the right, title and interest Tenant shall have under this L=.se shall end. The Tenant shall then quit and surrender the Leased Premises to the Landlord. The Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expire ion and surrender and notwithstanding any re-entry, repossession or dispossession under - '.n ,•3. 15.03 Right of Re-entry If the term of this Lease sha I expire, the Landlord or its agents or employees may immediately or at any time thereafter lawfully reenter the Leased Premises and lawfully remove the Tenant, Tenant's agents, any subtenan any licensees, any concessionaires and any invites, and any of its or their property from the Le.sed 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 otherwise. If the term of this Lease sh..I expire, the Landlord may repossess and enjoy the Leased Premises.The Landlord shall be entitled to the benefits of all provisions of law respecting the speedy recovery of lands and tenements hel.E over by the Tenant or proceedings in forcible entry and detainer. The Tenant waives any right I. 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 Q f cien.cy 15.04.1 If this Lease shall be ca celled under clause I ,Q2,the Tenant shall remain liable for all Rent and all other charges the Tena t would have been required to pay until the date this Lease would have expired had such cancellati n not occurred. The Tenant's liability for Rent shall continue 15 16E notwithstanding re-entry or repossession •f the Leased Premises by the Landlord. 15.04.2. If this Lease shall be ancelled under subsection 15.02, the Tenant shall pay "Agreed Current Damages" to the Landlord. As used in this Article :; "Agreed Current Damages" means the difference between (a) the su of(i) Rent as set forth in subsection 15.94,1, 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 rincluding reasonable attorneys' fees and disbursements, marshal's fees, tenant improvement al .wance, 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 pai 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 preclude Landlord's right to enforce the ollection of Agreed Final Damages, as Landlord chooses, in its sole discretion. 15.04.4. The Landlord may rete•all or any part of the Leased Premises for all or any part of the unexpired portion of the then current term of this Lease or for any longer period and may accept any Rent then obtainable; grant any c.mmercially reasonable concessions of Rent; and agree to • paint or make any special repairs, alter tions, and decorations for any new tenant as it may deem advisable in its sole and absolute (but easonable) discretion and in all cases the Tenant's liability for Rent shall continue. 15.05 Agreed Final Damages • If this Lease shall be cancelled in accordance with subsection 15.02 and the Landlord so elects by notice to the Tenant, the Tc> ant shall pay the Landlord "Liquidated and Agreed Final Damages". As used in this Article 15, ' iquidated and Agreed FinalDamages" means the difference 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 cancelled, (ii) the expenses to which th Landlord may be put in re-entering the Leased Premises; repossessing the Leased Premises; ma Ing good any Default of the Tenant; putting the Leased Premises in proper repair; reletting the Leased Premises (including reasonable attorneys' fees and disbursements, marshal's fees, tena t improvement allowance, fit-up costs, and brokerage commissions, in so doing); (iii) the full -mount of any tenant improvement allowances provided by Landlord to Tenant, (iv) the full cost of any tenant improvements made by Landlord for the benefit of Tenant, and (v) the sum of any le.-ing commissions paid by Landlord in connection with the 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 Damages pursuant to the terms and ••nditions of this Section 15.05, Tenant shall be under no further liability with respect to the peri id after the date of cancellation. "Fair Rental Value" of the Leased Premises for purposes of this Se tion 15.05 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 entered into by the Landlord for the Lea ed Premises subsequent to Tenant's surrender or removal. 15.06 Waiver.gf Right of Redem.tion The Tenant hereby waives (to the extent legally permissible), for itself and all persons claiming by, through, or under it, any ight of redemption or for the restoration of the operation of this Lease under any present or future aw in case the Tenant shall be dispossessed for any cause, or in case the Landlord shall obtain pose-scion 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 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 16 C 16E 3 the first day of the succeeding month a every month thereafter. If the Tenant shall fail to pay any Rent within ten (10) days of the date said payment is due, the Landlord shall be entitled, in addition to the aggregate late charge decribed above, to interest on the outstanding balance from the date on which the same was due to the date of payment at the annual rate equal to the lesser of (i)ten percent (10%),and (ii)the maxi um amount allowable under Florida law. 15.09 Additional Remedie Wa v Etc. 15.09.1 The rights and remedies of 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 •medy 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 of remedy from time to time. 15.09.3 No delay or omission by 1 e Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver o'or acquiescence to Default. 15.09.4 No waiver of Default shal extend to or affect any other Default or impair any right or remedy with respect thereto. 15.09.5 No waiver of Default shal be effective unless it is in writing. 16. Distress In the event Tenant fails to cure .ny Default within the time frame set forth herein and shall abandon the Leased Premises, leaving tr:de fixtures, goods and chattels thereon,then, in that event only, the Tenant waives and renounces he benefit of any present or future statute taking away or 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 time during the Term shall be subject o levy by distress for rent and all other charges payable under this Lease that are in arrears. 17. Overholt i.pg 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 hold over tenant at sufferance with a onthly rental rate of one hundred fifty percent (150%) of the sum of the last monthly Annual Base and Additional Rent payment made prior to such expiration,and Tenant waives any furth.r notice or demands for rent due upon hold over. 18. Recovery of AdIustments The Landlord shall have (in addi.ion to any other right or remedy of the Landlord) the same rights and remedies in the event of Def., It by the Tenant in payment of any amount payable by the Tenant as provided in this Lease, as th: Landlord would have in the case of Default in payment of Annual Base rent. 19. Notice and Payments 19.01 Notice to Landlord and Te ant Any and all payments to be made by the Tenant to the Landlord as provided in this Lease shall be payable to the Landlord a the following address: Gulf Shore Associates, 149,9Post R..d Fairfield.CT 06824 or at such other address as the Landlord 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 iting and sent by personal service, telecopy transmission (if a copy thereof is also sent on the same 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 Wddress first set forth above, with copies to (ii)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 C i63 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 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 noti 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 receit requested. If any mortgagee shall perform any obligation that the Landlord is required to perform under this Lease, the performance by the mortgagee shall be deemed to be performance on behalf .f the Landlord insofar as the Tenant is concerned, and the performance shall be accepted by the Te,ant as if performed by the Landlord. 20. Transfers._and Encusn*ran e • ndlor� The Landlord may sell, transfe lease, mortgage, encumber or otherwise deal with the Building or any portion thereof or any nterest of the Landlord therein, in every case without the consent of the Tenant and without res riction, provided that any purchaser, transferee or lessee from or of the Landlord shall becom bound by and covenant to perform the covenants and obligations of the Landlord under this Le ase. In such case, the Landlord shall without further written agreement be freed and relieved of liabil,ty thereafter arising for such covenants and obligations. 21. Subordination and Attornment At the option of the Landlord, t is Lease, all obligations of the Landlord hereunder and all rights of the Tenant hereunder shall be subject and subordinate to any and all mortgages now or at any time hereafter existing (including al charges and deeds of trust and mortgages securing bonds and all instruments supplemental thereto) which may now or at any time hereafter affect the Leased Premises or the Building in whole or in .art, whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Building or affects other premises as well and to all renewals, modifications, consolidations replacements and extensions thereof_ Tenant, whenever requested, at any time and from time t• time by the Landlord or by any mortgagee (including any trustee under a deed of trust or mortgage) shall promptly (i) attorn to and become the tenant of such mortgagee, trustee (or any purc aser from such mortgagee, or trustee in the event of an 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•'red residue of the Term of this Lease on all terms and conditions contained herein and the Te ant shall not disaffirm this Lease or any of its obligations under this Lease, or (ii) postpone and •ubordinate this Lease to such mortgage or deed of trust to the intent that this Lease and all right, itle and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgatee, or trustee as fully as if such mortgage or deed of trust had been executed and recorded and rhe money thereby secured had been advanced before the execution of 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 commercially reasonable instrument i confirmation of such attornment or postponement and subordination, as the case may be, as t e Landlord may reasonably request. 22. Lease Entire Agreement 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 exa 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. 18 16E 3 24. Construction of Lease This Lease shall be governed 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, Um'4 or enlarge the scope or meaning of this Lease nor any of the provisions hereof. Should any provision 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 the parties hereto as though the said provision or provisions had never been included. 25. Effect of Lease This Lease and everything herein~ontained 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 Landlord and Tenant each repre ent and warrant that they have not dealt with any real 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 agents or brokers in connection with this Lease or its negotiation arising from any communication by the indemnifying party. 27. Parkin , 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 other tenants of the Building, at no additonal 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 parking lot, the striping and parking blo ks thereon and access thereto from dedicated streets, the cost thereof being part of the"Operating osts", 28. Security Deposit Intentionally Omitted. 29. Extension Options Intentionally Omitted. 30. Miscellaneous. 30.01. Consents. Any provision .f this Lease which requires Landlord not to unreasonably 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 the basis for a declaratory judgment or specific injunction with respect to the matter in question. 30.02. Financial Repo incl. The enant agrees to furnish, without expense to the Landlord, within ten (10) days after the request th-refor, such financial information as may from time to time be reasonably requested by any exist g or potential lender with respect to the obtaining or maintaining of the financing for the B ilding or any potential purchaser of the Building, which information shall include, but not be li ted to, the Tenant's then current financial statements and operating statements indicating incom-, expenses, profits and losses of the Tenant's business operation (accountant prepared,where a ailable). 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 c sts incurred in connection therewith, including reasonable attorney's fees. 30.04. Representa1i ns. The Landlord and the Landlord's agents have made no 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. 19 16E 30.06.Survival. Obligations under this Lease which accrue during the Term shall survive the expiration or sooner termination of the T:rm. 30.07. Counterparts. This Lease ! ay be signed on separate signature pages and shall be effective once this Lease has been signer 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 sign: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 Landi.rd and the Tenant each acknowledge each to the other that both they and their counsel have reviewed 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. Governing Law; COnse.', • 3 r'..i tion. 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 arising out of or relating to this Lease. Each of the parties waives any defense of inconvenient 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 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 execution and delivery thereof by the T•nant to the Landlord shall similarly have no binding force 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. 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 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 immediately terminate and be of no furher force or effect. 31. Roof Top Antenna During the Term of this Lease, `'.errant shall continue to have use of the existing roof top area at no cost to accommodate one (' ) whip style antenna for the purpose of operating a two- way radio system in addition to the existing location in the 8th floor equipment room to accommodate a 1'x 1' rainbird box. No further expansion of either area is permitted. 32, Early Termination At any time following the twent fourth (24th) month of this Lease, Tenant shall have the option to terminate this lease upon ninety (90) days written notice to Landlord. IN WITNESS WHEREOF, the Lan•lord and Tenant have hereto executed this Lease the day and year first above written. LANDLORD WITNESSES: GULF SHORE ASSOCIATES LIMITED PARTNERSHIP By: Pequot Capital South, Inc., Its General Pa ner 1 / i vl By: w:. /fit o' 'T ,.i 2.- A.1 IA 4 Z Its: _7 1S .. 20 • !, CS 16E, 3 TENANT AS TO THE LESSEE: DATED:___/0 T r 3 BOAR OF CO NTY COMMISSIONERS, ATTEST: ,� COLI R golt1TY FLORIDA DW T E B,+' Or I C: liC _�� BY: f pest as 1 ►rk 4EOF, A JgLER, ESQ., CHAIRWOMAN si nature o ,.1 A proved as to forrh and legality: •leen M. Greene, As stant County Attorney 21 ...J a 44. (4,..,,,,,!,', 16 E 3 SCHEDULE A PLAN AND DE`CRIPTION OF LEASED PREMISES I. 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 sue-floor to the bottom of the structural ceiling,and include ail 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. 22 ___ _____ 1 6 E 3 ... • , . ,„tc.,..,,..,,,,trwoa v041'1101 1,PPold` 0 EOE*Vo'S VloAatooft atals3!EEO Si It .„4:1,-- ...,=,,,Own,r.TOR i \qv.uoluoms^8 S1100.41 SU!Pime lure smnung i I ----..._i 199#-1,66'61Z amid.1103 suogLsottall AcoAawfloolg ropth IA .,,,,___ . . 1 ,,,,•. _I i ., ., , i 1 11 i tl 111 .1iii! .11 1/;11 1,, I c- T. „ „ . .1.1,,,, A i1 i 11.'3 41 ii, pi '''' Z 4 1"2.4././ • i.1 11 r,'Il "4 ift4 t. ,. in lit illi 1 j Ps, r• J ` la. ' . . . . . 1 . _,— — --- - 1'-' J If 1 .[ I 1” l';::„ -1 t 11', tit-7 W-H Y -HI . r---—,-1, 4 a.i.'l'',;, ,,,••,,-;••0,‘ . , ! ! i,' ii 1 ,. ..72... - -;•.:--,, •,•-• •••••••i•ri ' ' 1 ...71P1-tr - 4.i. 1 ' i , -1.-, 4,.....L......r i..._ ''' 1 ' ._,•,,:,,,,•,_; ! i,„ ,, , ,...., :. .. . L'.. 4 0 i.----14--i,.',,k+-21-4.-. .1,-!. -1---1!.,...-1 ..'...! , 7;-• -, P-1 4.. E.',• --- •: .•.‘ ,,,,7714i • ,.. _3. t 4, =i', = .= ,-*E. 4, i .A. i g ri,--1 -"---t""--- : .--, ,. !:.. ' , a...,•- 'A ,. .11i,- 11, '1:. 1-• th": ,i ...11,?' 1- t ! . ' Ai .4-4--4,4•••••;',--., 4-4,,,,,...-- ' ..1111110r-- i . 1,-- j 1 ,','-:::4:,,,_,. r , ,...„........, .. , ,, !. . .__.......r._ 1.,:-.7.---- -"" 1......... , ,... ./ 4. ..3..• .'i i '=t: i i'l 1`.i' '-'t.--.•-•=-- . 7.'±...i:•,„... 1 ... .. - '• i' 8 j , ! g 1 1 0. 1 ,- ,, 1 1 i i 11 1U 1.1 i _4., i.. .., , ....„ i . 1 .............., AGSM .......—. --.........,i.......,,.......................4‘ "li ,I. 0 , /..'..../.:. ,/,Y i 7 ] '11 1.;... •''' I .1-, 11-1. 4 it ' ili,X-Lr-,,,,.4.,. „• ' :1 1, ii .... -:.i.i ,., i • wi .1.---3' ' II ',1 111 , I „ .1.1. i "'•-• 7- 2, I1 1----i . , " i i Si Pi ii 1 I , litii ilii 41 f , -....... „ , 1 ti th NI. q:1 1, ilho , 1 pill lig I 11„, ii; 1 1 „,I;,,.. . ,1111 ; ;14-ihti; ..11 I • 'ilti!A III .it I i .1114 k.i i II; - ""-” t- :...,..., ,..,; .,, II , ]-- ,t,,r.7 4 1 i • 1 t','1":"'.."1 t r, „... ill Iiiiililigi i 0114 1111 i toj i 1 F. AP' I 1.1) ',; II 414 1_,„1"--41, ,t igili.i.11.1 I.1 iii itti le" hi 4 I I III Kiiiiiir4Y ill 14"ii III lig ' 1 .6 - :!.. ,'-. '6f,L. • i 1 a 114 r; r,„r i •'!1 ' ''''7, ,, , , 4 4 iplirt,,i lititiod,froll ii,r,„, .. , ,.,; 0.,... ,... -...* ,4,- •..; , . i-* liltilitstalifiliiiiiiii tile ill' It I/ t, ,...., 1 lqi II ,111.iii lje,Intl i Opp,111; --, ,- , ' 1101'111g it iiiiiihtli.littirill 11 it i il . • . i• r .. • . . . . ....40 1144, . ...................................... 1 E 3 6 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 fe=t 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" E;st, a distance of 136.28 feet to the beginning of a curve concave to the Southeast having a radiu. of 450.00 feet and a central angle of 33 00' 00"; thence 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 : 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 7854 feet to the Point of Beginning. 23 16 E 3 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 Landlord 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, lavatork , air-conditioning closets, fan rooms, janitor's closets, electrical closets and other closets, stair=, 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. 2. The Landlord may require that all or any persons entering or leaving the Building at 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 to the Landlord, and may prevent an person removing any goods therefrom without written authorization. Any person found in the :wilding at such times without such keys or passes will be 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. 3. The Tenant shall not change 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 from the Landlord at the cost of the Tena t. 4. Canvassing, soliciting and ,seddling in the Building are prohibited. 5. It shall be the duty of t e Tenant to assist and cooperate with the Landlord in 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 .r 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 out of the Building, the weight permitted, 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 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 she persons employed to move the same in and out of the Building must be acceptable to the Landlord. 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 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 with rubber tires, side guards and such of er safeguards as the Landlord may require. 8. The water closets and other 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 .amage 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, 24 c9� 1. 16E 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"' andlord 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, of 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. 16. Nothing shall be placed on balconies or the outside of windowsills or projections. 17. Nothing shall be thrown oy the Tenant, its clerks or servants, out of windows or 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 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. 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. 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. 22. The Tenant, its clerks or ervants shall not make, commit or permit any improper noises in the Buildings nor shall they operate 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 the Landlord is disturbing to the other to ants of the Building. 23. The Tenant, its clerks o servants shall not lounge about doors or corridors or 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 Premises. 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 drpes facing the interior surface of exterior windows shall be subject to the prior approval of the Landl rd as to color and materials and the Tenant shall not hang and will remove any draperies which in o 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. 25 16E 3 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 t 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 of the Lease and may demand possessi.; of the Leased Premises upon one week's written notice to the Tenant. 32. Smoking is prohibited i the Building. Tenant shall require its employees and visitors to smoke outside of the Buildin• and shall adhere to any rules and regulations set forth by Landlord for smoking. 26 6.40 1 ................ ... 16E3 SCHEDULE D _ANDLORD 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)0 0 0a}d Tenant Landis hall pay fon a r all makecosts which exceed ten thousand dollars ($ improvements in excess of $10,000.00 without prior approval by the Board of County Commissioners. 2. premisesLaon the fourth flotoor and p pay thefor the third cost of moving Tenant from the temporary 27 (e) 16E 3 • 4,0, "• Memorandum 0 R IDP To: Minutes and Records From: Michael Dowlin Senior Property M agement Specialist Real Property Management Date: January 17, 2017 Subject: First Amendment to Lease with American National Insurance Company BCC: December 13, 2016, Item 16 E 3 Attached please find an original of the fully executed First Amendment to Lease with American National Insurance Company for your records which was approved by the BCC on December 13, 2016, Item 16 E 3. Please contact me at extension 8743 with any questions. As always, thank you! O Attachment as stated 16E 3 FIRST AMENDMENT LEASE This FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of .« /3 , 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 : WHEREAS, Tenant and GULF SHORE ASSOCIATES LIMITED PARTNERSHIP, a Florida 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 Suite 302 of the building commonly known as the SunTrust Bank Building, located at 801 Laurel Oak Drive,Naples, Florida(the"Building"); and 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 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 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: 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 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 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 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. 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 GHA362563.5 102-001 (IRE 5161) 010 444. Jap C 16E 3 " 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) 5 $27.32 NNN $26,746.28 $2,228.86 (Option Term) " 4. Notice and Payment of Rents. The parties hereto agree and acknowledge that 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: Notice address: American National Insurance Company 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 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 follows: " 29. Extension Options 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) 16E 3 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. 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, terms, understandings, conditions, representations and warranties, whether written or oral, concerning the matters that are the subject of this Amendment. Wherever possible, each term of this Amendment shall be interpreted in such. 8. No Other Modifications or Amendments. Except as amended or modified hereby, all 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 conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control. 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 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 originals. [THE REMAINDER OF THIS PAGE INTENTIONALLY RESERVED] 3 GHA362563.5 102-001 (IRE 5161) 16E 3 EXECUTED TO BE EFFECTIVE as of the Execution Date. LANDLORD: WITNESSES: AMERICAN NATIONAL INSURANCE COMPANY, i ` /Iv a Texas insurance company j ..4 A I, Ardr 41111. r / 0, By: Q.._ D n Pa/R.AI 1 CIOName: Robed J.K1 r'w Vice President Title: TENANT: ATTEST: A BOARD OF COUNTY COMMISSIONERS DATED;4),Q.0- /J 0—x`1 ' COLLIER COUNTY, FLORIDA DWIGHT E.BROCK, Clerk n 0,*.k.A.10._ BY:`4' °,14/12 Deputy Cle est as to Chairman's DONNA FIALA, Chairman signature only. , Approved'as s is a j legality: it jet W ! — Li; iR ltairl� [Signature Page(s)to First Amendment to Lease—Collier County(Florida)] GHA362563 102-001(IRE 5161) _............. L 16E 3 THIS LEASE, made effective as of this ,_ day of 2013. IL 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: 1. Premises The Landlord does hereby demise and lease to the Tenant the premises (the "Leased Premises") located on the Third Floor of the Building located at 801 Laurel Oak Drive, Naples,Florida 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 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 Premises in"as is"condition. 2. Term. 2.01 TO HAVE AND TO HOLD the Leased Premises for a period of three (3) years commencing upon January 1, 2014 ("Commencement Date"); and ending on December 31, 2016 (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 pursuant to law. 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 fraction(s) of a month at the commencement and/or at the end of the Term shall be pro-rated at a rate per day equal to 1/365th of the annual Rent then applicable. 3. Rent 3.01 Except as otherwise provided in this Lease, the total annual compensation that the Tenant shall pay to the Landlord for the rental of the Leased Premises shall be the aggregate of (a) the annual rent as set forth in Section ,.Q2(or for the Option Term if applicable), plus(b) the annual "Additional Rent" which shall include, but not be limited to, Tenant's Proportionate Share of Taxes, 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 obligated to pay to the Landlord as provided in this Lease and as set forth in herein. 3.02 Commencing on February 1, 2014 ("Rent Commencement Date"),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: Lease Year Rent/S.F. gnnual Base Rent Monthly Base Rent 1 $ 27.72 gross $ 27,137.88 $ 2,261.49 2- 3 $ 22.00 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 or prior termination of the Term. Time shall be of the essence with respect to the payment of Rent. ioE3 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 particularly described in Schedule"B"attached hereto. 4.02 "Landigrd_'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. 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. 4.05 "Lease year"shall mean each consecutive twelve (12) month period during the Term with the first Lease Year commencing on the Commencement Date. 4.06. "Leasehold Improvements" means all installations, alterations, improvements, additions, partitions and fixtures (other than Tenant's personalty or moveable trade fixtures) from 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 Premises. 4.07 "Normaj...Business Hours", unless otherwise specified, means the hours from 8:00 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 inclusive(except those days which are holidays), 4.08 "Operating Costs" means the total of all commercially reasonable expenses incurred 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 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. 4.08.1 Operating Costs shall include but are not limited to (but subject to certain deductions and exclusions as hereinafter provided) the cost of providing janitorial, supervisory, maintenance, 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, cooling and ventilating all space, including both rentable and non-rentable areas which are not separately sub-metered, the cost of providing hot and cold water, electricity (including lighting) and 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 cost 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, 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 41. ��0 3 16E 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 Buildingpays 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, fan rooms,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 to the extent any physical changes to same occurs during the Term of this Lease. 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 except to the extent any physical changes to same occur during the Term. 4.12 "Taxes" means all taxes,:rates, duties, levies and assessments allocable to the Term, whether municipal, governmental by any homeowners association, property association or by the 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 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 which are special, unforeseen or extraordinary as well as those which are regular, foreseen and 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 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 the Building were fully improved during':the period in question. 5. Taxes and Operating Costs 5.01 Landlord's Tax Obligatiogs The Landlord covenants with the Tenant to pay promptly, when due to the taxing authority or authorities having jurisdiction, all Taxes as well as all items of sales tax paid by Tenant to 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 Obli.gi n 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 otherwise 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 ., r IR1. '019 1 6.E 5.03 Payment of Tenant's_Pro_portionate Share of Taxes Commencing on the second anniversary of the Commencement Date, Tenant shall pay, as Additional Rent, Tenant's 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 monthly'!,payments on account of Tenant's Proportionate Share of Taxes. The monthly payments shall be one-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, 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 been refunded in full to Tenant, provided however, that 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. 5.04 Payment of,Tenant's Proportionate Share of Operating Costs Commencing on the second anniversary of the Commencement Date, Tenant shall pay to 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 expense year, 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. As soon as practicable after the end of 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. Within thirty (30) days after receipt by Tenant of Landlord's Statement, Tenant shall pay Tenant's Proportionate Share of the Operating Casts (less the amount of estimated payments paid by Tenant 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 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 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 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 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 any 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 pay Operating Costs in accordance with the previous statement, 4 ......................................................................... _ 16E 6 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 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 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 6.02 above. The Landlord shall promptly repay the Tenant for any overpayments which Tenant's auditors identify. If 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 differences as to the amount of any payment, the Tenant shall give notice to the Landlord 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 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. 7. Tenant's Covenants Throughout the Term, the Tenant covenants with the Landlord as follows: 7.01 Rent 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 herein. 7.02 Electricity 7.02.1 Tenant shall pay all separately metered electricity consumed by Tenant and not included in Operating Costs as defined.: 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 ( fit)', . , 16E3 ' casualty only excepted (hereinafter collectively called the "said exceptions")); and that the Landlord may at all reasonable times enter and view the state of repair, and the Tenant shall repair according to notice in writing; and that in default of the Tenant carrying out such repairs,the Landlord may, at its option, make such repairs at the e4pense of the Tenant and in any and every such case the Tenant covenants with the Landlord to pay to the Landlord forthwith as Additional Rent all reasonable, out-of-pocket sums which the Landlord may have expended in making such repairs and shall not have previously received from 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 Fault 1 Notwithstanding anything in this;Lease to the contrary, if the Building, including the Leased Premises, the elevators, the boilers, engines, pipes and other apparatus (or any of them) used for the purpose of heating, cooling or air cdnditioning the Building or operating the elevators, or if the Building or the roof or outside walls Of the Building get out of repair or become damaged or destroyed as caused by the negligence or willful misconduct by the Tenant, its servants, agents or employees, the reasonable, out-of-pocket 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. 1 7.05 Licnses, etc. The Tenant shall not permit any part of the Leased Premises to be used or occupied by any persons other than the Tenant, any subtenants permitted under Section 7.06 and the employees of the Tenant and any such permitted subtenant, and their respective clients, guests and others having lawful business with them, or permit any part of the Leased Premises to be used or occupied by any licensee or concessionaire, or permit any persons to by upon the Leased Premises other than the Tenant, its employees, such permitted subtenants and their respective employees, clients and others having lawful business with them 7.06 Assignment and Subletting 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 pa , thereof to be subleased to or used by others, without the prior written consent of the Landlord injeach instance. As provided in subsection 7,06.3 below, the Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment. The transfer (or transfers in the aggregate) of more than a 30% interest in the Tenant to one not an owner of the Tenant on the date hereof, shall be deemed an assignment of this Lease for the purposes of this Section. If this Lease a assigned, or if the Leased Premises or any part thereof be sublet to or occupied by anybody other han the Tenant, the Landlord may, at the Landlord's option, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved (and any sublease shall confirm such option by the Landlord), but no such collection shall be deemed a waiver of ;he Tenant's obligations hereunder, or the acceptance of the assignee, subtenant or occupants, or a release of the Tenant from the obligations and liabilities of the Tenant under this lease. 7.06.2 If the Tenant desires to assign this Lease or to sublease all or substantially all of the Leased Premises in the aggregate, the/Tenant shall first give written notice to the Landlord of the proposed transaction which notice shall include(i)the name and address of the proposed transferee, (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 proposed transaction and the consideration therefor, (iv) a copy of all existing and/or proposed documentation pertaining to the propo ed transfer, (v) current financial statements of the proposed transferee certified by an officer, partner, member or owner thereof, (vi) such other information as the Landlord may reasonably require. €The Landlord shall have the right, by notice to the Tenant within thirty (30) days after receipt ofjthe 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 Lea e with respect to such portion of the Leased Premises, then the Annual Base Rent and Tenant's Poportionate 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 the Tenant. 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 6 16E3 1. 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 case of a sublease only) a pro rata portion of the Rent payable by Tenant hereunder. Whether or not the Landlord shall grant its consent, Tenant shall pay Landlord's review and processing fees, "as 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 judgment 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 respects for the Building and its occupancy; (b)the proposed assignee or.subtenant is of a financial strength and creditworthiness as the Landlord, in its sole and absolute discretion, deems sufficient to meet the monetary obligations of the Lease or sublease,as the case may be; (c) in the reasonable judgment 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 With the standards of the Landlord for the Building and its occupancy, it being understood 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 shall not be required to consent to the use of the Leased Premises for such specified purposes should such proposed use be prohibited by this Lease, be a violation of • applicable law, or violate pny provision of the lease of any other tenant; (d) if any space is available On the Building at the time of the proposed assignment or sublet, the proposed per Square foot rental rate of the assignment or sublet equals or exceeds 110%of the rental rate at which the Landlord is offering the available space. (e) the proposed assignee orsubtenant shall not be a then-existing tenant or occupant of the Building, or a person or entity with whom the Landlord or its representatives is then dealing with regard sto 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 leasing space in the Building. 7.06.4 Notwithstanding the foregoing, without Landlord's consent and without being subject to Landlord's rights under subsections1.7.06.2 and 7.063 above but upon sixty (60) days' prior notice to the Landlord, this Lease may lbe assigned, or the Leased Premises may be sublet, to any entity which is an "Affiliate" or"Succe4sor" of the Tenant provided that (i) such entity has assets and a net worth at least equal to thati of the Tenant on the date of such acquisition or corporate transaction, (ii) the Tenant shall not!then be in default with respect to any of the Tenant's obligations under this Lease, and (Hi) such transaction shall be made for a valid business purpose other than (and not principally for) thepurpose of transferring the leasehold estate created hereby. Within ten (10) days after the execution of any such assignment or sublease, the Tenant shall deliver to the Landlord (i) a complete copy of the documentation pertaining to the transfer, and (ii) current financial statements of the Affiliate or Successor certified by an officer, partner, member or owner thereof. For the purposes of s this Section, an "Affiliate" means any entity controlling, controlled by or under common contrcl with the Tenant. A "Successor" means any entity which acquires all or substantially all of the assets of the Tenant or which survives a statutory merger or consolidation with the Tenant. If, atany 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, subject to this Section. 7.06.5 No assignment, subleasel or other transfer of this Lease, whether with or without the Landlord's consent, shall relieve the Tenant or any guarantor of this Lease from its obligations and liabilities under this Lease or any guaranty including, without limitation, the obligation to pay Rent and the obligation to obtain the Landlgrd's consent to any further assignment, subletting or other transfer. 7.07 Rules and Regulations 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 maynot 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 shall be deemed to be incorporated into and form a part of this Lease. f 7.08 Permitted Use of Premises and,,Insurance 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 CAO 16E3 .r done anything upon the Leased Premises 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 keep in force during the Term: 7.09.1 Insurance with respect tofire 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 named insured, as its respective interest may appear with respect to the Tenant's Leasehold Improlvements 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 proceedstowards 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, 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 with respect to the business carried on in or from the Leased Premises and the Tenant's use and occupancy thereof or any other part ofi 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 additional insured and shall protect ttie Landlord in respect of claims by the Tenant as if the Landlord were separately insured. Nothing within this provision shall waive the County's sovereign immunity limitations pursuant to§ 768.28, Florida Statutes. 7.09.3 Insurance against such other perils and in such other amounts as the Landlord may from time to time reasonably require based upon the standard in the community or buildings of an equivalent class and nature. Such changes shall be subject to the approval of the parties. 7.09.4 Any insurance maintained 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 affiliate of Tenant. Any casualty policy Shall contain a waiver by the insurer or an authorization for Tenant to waive on behalf of the insurer any rights of subrogation or indemnity or any claim to which the insurer might otherwise be entitled 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 to the Landlord or Tenant will be made, and the policy will not lapse or be cancelled, except after not less than tem (10) days written;notice to the Landlord of the intended change, lapse or cancellation. The Tenant shall furnish to the Landlord, if and whenever requested by it, certificates as to the insurance from time to time required to be effected by the Tenant and its renewal or continuation in force. 7.10 Observance of.Law The Tenant shall comply with ail provisions of law including without limitation federal, state and local governmental legislative enactments, and any other federal, state or local governmental regulations which relate to the Tenant's particular manner of use of the Leased Premises,and the conduct of any business conducted in the Leased Premises. 7.11 Waste and N_usance The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Leased 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 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 any nuisance in,at or on the Leased Premises. 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, and 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. 8 16E3 7.13 Entry by Landlord The Tenant shall permit the Landlord, 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 ducts and access panels which the Tenant agrees not to obstruct), and the Tenant shall provide fee and unhampered access for such purpose, and shall not be entitled to compensation for any inc nvenience, nuisance or discomfort occasioned thereby, but f' 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 eemed to be a re-entry. 7.14 bounty Indemnification Slubject to§ 768.28 ea, Stat. 1 Subject to the limitations set forth in § 768.28, Fla. Stat., the Tenant shall indemnify, defend and hold harmless the Landlord, its parent, subsidiaries or affiliates and their respective officers, directors and employees from and against any and all third-party claims caused by the other party's actions or inactions. ToIthe extent legally possible, the parties will continue the insurance arrangements in effect at th time of the commencement of this Lease, adjusted only so far as necessary to account for their change in legal position vis-a-vis. 7.15 Exhibiting Premises The Tenant shall permit the Landlord or its agents to exhibit the Leased Premises to prospective tenants and mortgagees during Normal Business Hours and upon reasonable prior notice (which may be verbal) during the last 210 days of the Term provided, however, that Landlord shall give the Tenant 24 hours notice (whidh may be verbal) of proposed entry to the Premises, the Landlord shall comply with the Tenant's reasonable security requirements and procedures, and all entries shall be made and performed so as to minimize the extent and duration of any interference to the Tenant's business. i 7.16 Alterations,etc. l 7.16.1 The Tenant will not mace or erect in or to the Leased Premises any installations, alterations, additions, partitions, improvements or fixtures without submitting drawings and specifications to the Landlord and obtaining the Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, in each instance,and the Tenant must further obtain the Landlord's written consent to any changes or changes in such drawings and specifications, which consent shall net be unreasonably withheld, conditioned or delayed, by competent contractors and subcontractprs which the Landlord shall have approved, such approval not to be unreasonably withheld, conditioned or delayed. 7.16.2 Any work performed by Or for the Tenant shall be performed by competent workmen 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 the Landlord and shall be performed in accordance with any reasonable conditions or regulations I imposed by the Landlord and completed in good and workmanlike manner in accordance with the description of the work approved by the Landlord, and the Tenant shall deliver to the Landlord a certificate of the Tenant's architect in form and terms reasonably satisfactory to the Landlord confirming that all such work has been completed in 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 therein 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 mechanicsi or other liens for work, labor, services or materials ordered by it or for the cost of which it may belin any way obligated to attach to the Leased Premises or to the Building and that whenever and sol often as any such liens shall attach or claims therefor shall be filed, the Tenant shall within ten � 1 0) days after the Tenant has notice of the claim or lien procure the discharge thereof as a mat r of record by bonding or otherwise. Except with respect to the Landlord's Work, the interest of t e 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 the knowing or willful failure of the Tenant to provide such 9 ,, AU 16E 3 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 sch alterations, installations or improvements in form and quality acceptable for the purposes of filing and approval for all necessary permits and approvals, which Tenant shall obtain at its sole cost and expense, and (ii) all certificates of insurance required pursuant to law naming Landlord and Landlord's mortgagee as additional insureds. 7.17 Glass The Tenant shall pay the cost ot. replacement with as good quality and size of any glass broken on the Leased Premises during thje Term. 7.18 Window Coverings 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 coerings open or closed at various times as the Landlord may from time to time direct. 7.19 Signs The Tenant shall not paint, display, inscribe, place or affix any sign, symbol, picture, 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 Or outside thereof or within the Leased Premises so as to be visible from the outside of the Building. The Landlord will prescribe the pattern and location of identification signs for the Tenant. The;Tenant on ceasing to be a tenant of the Leased Premises shall, before leaving them, cause any sign, advertisement or notice as aforesaid to be removed at its own expense and in a workmanlike manner. 7.20 Name of Buii ing The Tenant shall not to refer to the Building by any name other than "SunTrust Building" or the Building's street address or such other name as may be reasonably designated from time to time by the Landlord and the Tenant may ute the name of the Building for the business address of the Tenant but for no other purpose. 7.21 Keep Tidy At the end of each business day'the Tenant shall leave the Leased Premises in a reasonably tidy condition for the purpose of the performance of the Landlord's cleaning services hereinafter referred to. 7.22 Estoppel Certificate Within ten (10) days after each bequest by the Landlord, the Tenant shall deliver an estoppel certificate to the Landlord. Each estoppel certificate shall be certified to the Landlord, any mortgagee, any assignee of any mortgagee, any purchaser or any other person reasonably specified by the Landlord. Each estoppel certificate shall contain, without limitation, the following information certified by the person executing it on behalf of the Tenant: (a) Whether or not the Tenant is`'in possession of the Leased Premises; (b) Whether or not this Lease is unmodified and in full force and effect. (If there has been a modification of this Lease, the certificate shall state that this Lease is in full force and effect as modified,and shall set forth the modification); (c) Whether or not the Tenant contends that the Landlord is in default under this Lease in any respect after notice thereof; (d) Whether or not there are then existing set-offs or defenses against the enforcement of any right or remedy of the Landlord, 9r against any duty or obligation of the Tenant (and if so, specify the same); (e) The amount of Annual Base"Rent then being paid hereunder and the dates to which the same, by installments or otherwise, and other 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 bctive and authorized and registered to do business in the 10 16E3• State of Florida, and shall annually provide 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. '.. 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 attorneys' fees, and costs of investigatign or audit) relating to: (i) the presence, use, or storage on 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 applicable Environmental Law during the Term. The foregoing indemnity shall survive the expiration or termination of this Lease. 8. Landlord's Covenants Throughout the Term, the Landlord covenants with the Tenant as follows: 8.01 Quiet Enjoyment That, so long as the Tenant is not in Default hereunder beyond any applicable notice and cure period, the Tenant shall peaceably hold the Leased Premises during the Term hereof without interference,subject however, to the terms of this Lease. 8.02 Air Conditioning and Heating To provide throughout the Term commercially reasonable and appropriate air conditioning, heating and ventilation equipment and systems in the Building which will provide a source or sources of processed air to the existing location or locations thereof within the Leased Premises, such processed air to be provided at all times during Normal Business Hours and at such other times as Tenant requires, except during the making of repairs, in such quantities and at such temperatures as shall be capable of maintaining in the Leased Premises conditions of commercially reasonable and appropriate temperature and comfort. Landlord shall make every effort possible to maintain a temperature in the Premises of approximately 72-75 degrees. The said air conditioning equipment and systems provided by the Landlord are designed for normal occupancy of the Leased Premises for office purposes on the basis of one person for every 100 square feet of space on an open floor basis and based on the window shading being fully closed in those offices having exterior 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 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 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 air conditioning or heating equipment wheln necessary, by reason of accident or repairs, alterations or 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'i'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 or 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 11 1144. 4 .J ■ 16E 3 _ supplemental air conditioning or heating 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 inot 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 aection,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 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 staff: 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 the Building and to the Leased Premix- and the use of the elevators only in accordance with the Rules and Regulations. 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 or the floors on which the Leased Pr=miles are situated and which are not entirely within the premises of another tenant. 8.06 Janitorial 5grvice To provide cleaning of the Leases Premises five nights per week,except holidays. 8.07 Insurance Subject to Section 5.03 hereof, ti take out and to maintain in full force and effect throughout the Term of this Lease such insuranc for the sole account and benefit of the Landlord as the Landlord from time to time considers seful, expedient or beneficial, including, without limitation, the following: 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 the full replacement cost of the Building (excluding foundations); thereof under an "all risk" policy written by a responsible insurance cam.any authorized to do business in Florida. 8.07.2 Insurance against all ex.losion, rupture or failure of boilers, pressure vessels, air conditioning equipment and miscellane.us electrical apparatus on a blanket basis with broad form coverage, including repair and replace -nt; 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.r 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. 12 . . 16E • 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 arty'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 appropri to 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.-nance R-ii•it -nd repent Landlord shall be responsible for and shall maintain, repair, replace and keep in good operating condition, comparable to si 'Oar 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 s and common restrooms), the roofs, foundations, floors, ceilings, walls, load-bearing elements, onduits and structural walls and other structural elements of the Building, the underground uti'ity and sewer pipes of the Building, all base building mechanical, electrical, plumbing, HVAO system and the sprinkler system and other fire and life- safety systems, and the underground p=rking 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, 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 by the parties pursuant to this Lease, the cost of such repairs or replacements shall be reimbursable j by Tenant to Landlord as Additional Re t under this Lease. . • 8.09 Operation and Repair$ -n.ards Landlord shall operate the Building in a manner consistent with the standards of a first- class commercial office property inl the Pelican Bay, Naples, Florida area. All repairs, replacements and maintenance required of Landlord pursuant to this Section or elsewhere in this Lease shall be performed in accordance with standards applicable to comparable first-class commercial office buildings in Pelican ay, Naples, Florida, and performed in a timely and diligent fashion. i 9. Fixtures 1 Any trade fixtures, furnishings, :quipment and personal property placed in the Premises that are removable without damage to the :uilding or the Premises, whether the property of Tenant or 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 property of Landlord or Landlord ma remove such Tenant's Property, and Tenant shall pay to Landlord, Landlord's reasonable, out-o.-pocket cost of removal and of any repairs in connection 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 lapse of time or otherwise without com.ensation or allowance or credit to Tenant. 10. Damage and Destruction 10.01. If the Building shall b partially damaged by fire or other casualty so that the 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 the expense of the Landlord (to the extent of net insurance proceeds actually received by the Landlord 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 -lect not to restore the same but to demolish it or rebuild it, then in any of such events the Landlord may, within sixty (60) days after such casualty, give the Tenant a notice in writing of intention is terminate this Lease, and thereupon the Term shall expire, effective the date of the casualty, and Fhe Tenant shall vacate the Premises and surrender the same 13 E L6E3 . 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 provisidns of subsectign 10.01 shall govern. 11. Condemnation E 1 11.01 The Tenant shall have no right to the proceeds arising from any condemnation by the power of eminent domain unless part Or all of the Leased Premises are condemned or access thereto is materially and adversely affected thereby in which event Tenant's right to proceeds shall be limited to the extent expressly attributable to Tenant's leasehold interest and to the extent they do not diminish Landlord's proceeds. 11.02 If any part of the Leased premises 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 and Additional Rent payable by the Tenant herein shall be adjusted on the basis of the Rentable Ar€a set out therein. 12. Damage to Property [ The Landlord shall not be liable or responsible in any way for any loss of or damage or injury to any property belonging to the Tenantior to employees of the Tenant or to any other person while such property is on the Leased Premise or in the Building whether or not such property has been entrusted to employees of the Landlord and without limiting the generality of the foregoing the Landlord shall not be liable for any damage to any such property caused by steam, water or rain which may leak into, issue or flow from any part of the Building or from the water, steam or drainage pipes or plumbing works of the Building or from any other place or quarter or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring or for any damage caused by anything One 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 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 have any obligation to pay Landlord for damages otherwise compensated by insurance. 13. Exculpation The Landlord and, in case the t.andlord shall be a joint venture, partnership, tenancy-in- common, association or other form of!joint ownership, the members of any such joint venture, partnership, tenancy-in-common, assocition or other form of joint ownership, shall have absolutely no personal liability with respect to an provision of this Lease or any obligation or liability arising from this Lease or in connection with tl-ls Lease in the event of a breach or default by the Landlord of any of its obligations. The Tenant shall look solely to the equity of the Landlord in the Building for the satisfaction of Tenant's remedies requiring the payment of money. Such exculpation of liability shall be absolute and without any exception whatsoever. 14. Impossibility of Performance Except as otherwise provided ir( this Lease, whenever and to the extent that either party shall be unable to fulfill or shall be =delayed or restricted in the fulfillment of any obligation hereunder in respect of the supply or provision of any service or utility or the doing of any work or administrative function or the making!of any repairs, by reason of being unable to obtain the material, information, goods, equipment, service, utility or labor required to enable it to fulfill such obligation or by reason of any statute,law or executive order or any regulation or order passed or made pursuant thereto or by reason o the order or direction of any administrator, controlled or board, or any governmental departmenor officer or other authority, or by reason of not being able to obtain any permission or authority r quired thereby, or by reason of any other cause beyond its control, whether of the foregoing chars er or not, such party shall be entitled to extend the time for 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 compensation for any inconvenience, nuisance or discomfort thereby occasioned or to cancel this Lease, except that financial incapacity shall not give rise to any such extension. 15. Default 15.01 Events of Default Each of the following events shal constitute Default: 15.01.1 If an insolvency of the Tenant shall occur,any of the following events shall be regarded as insolvency: (a) If the Tenant shall make an assignment for the benefit of creditors. 14 16E 3 , ..._ (b) If the Tenant shall file or acqu esce to a petition in any court (whether or composition,t ant any statute of the United States or of a y State) in any bankruptcy, reorganization, extension, arrangement or insolvency pr 1 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 state of the United States or any State) inay ankruand ptcythe rreorganization, composition, extensio , arrangement or insolvency proceedings, proceedings shall be not dismissed,disc timed or vacated within ninety(90)days. (e) If the Tenant shall be adjudi ted a bankrupt, or if any petition referred to in subsection 15.01.1(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 expressly permitted under this Lease. 15.01.3 If the Tenant shall reuse to take possession of the Leased Premises on the Commencement Date of the Term. 15.01.4 If the Tenant shall fail t pay any installment of Annual Base Rent, Additional Rent or any other charge required to be paid by the Tenant under this Lease when the said payment shall be due and payable, whether lawfully demanded or not. 15.01.5 If there is a breach or ron-observance or nonperformance of any of the covenants, agreements, provisions, conditions or Rules and Regulations on the part of the Tenant to be kept, observed or performed hereunder and such breach, nonobservance or non-performance shall continue for fifteen (15) days after receipt by Tenant of notice thereof (provided, however, that if such matter cannot reasonably be cured within fifteen (15) days, Tenant shall not be deemed to be in Default if Tenant shall have commenced to cure such matter within such fifteen (15) days and is diligently proceeding therewith). I , C 15.02 Right of Termination This Lease is subject to the limitation that, if a Default shall occur for nonpayment of Rent or any other reason, Landlord may give t Tenant a notice of its intention to terminate this Lease at 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 the three (3) business days, the Landlord may then terminate the term of this Lease. Upon such terrhination, the Lease shall expire and all of the right, title and interest Tenant shall have under this L=.se shall end. The Tenant shall then quit and surrender the Leased Premises to the Landlord. The Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expire:ion and surrender and notwithstanding any re-entry, repossession or dispossession under -•C.n 1 .03. 15,03 Right of Re-entry I If the term of this Lease shad expire, the Landlord or its agents or employees may immediately or at any time thereafter lawfully reenter the Leased Premises and lawfully remove the Tenant, Tenant's agents, any subtenants, 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 bylany suitable action or proceeding at law, by lawful force or otherwise. If the term of this Lease shII expire, the Landlord may repossess and enjoy the Leased Premises.The Landlord shall be entitled to the benefits of all provisions of law respecting the speedy recovery of lands and tenements heldover by the Tenant or proceedings in forcible entry and detainer. The Tenant waives any right to 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 tak s 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 ca celled under clause 15.02, the Tenant shall remain liable for all Rent and all other charges the Tenant would have been required to pay until the date this Lease would have expired had such cancellati.n not occurred. The Tenant's liability for Rent shall continue 15 16E 41, notwithstanding re-entry or repossession of the Leased Premises by the Landlord. 15.04.2. If this Lease shall be ancelled under subsection 15.02, the Tenant shall pay "Agreed Current Damages" to the Landlord. 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 .wance, 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 pai• by Landlord in connection with the Lease, each calculated without regard to principles of depreciat on 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 of Agreed Current Damages for any subsequent month, nor preclude Landlord's right to enforce the collection of Agreed Final Damages, as Landlord chooses, in its sole discretion. 15.04.4. The Landlord may celeo all or any part of the Leased Premises for all or any part of 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 commercially reasonable concessions of Rent; and agree to paint or make any special repairs, alte -tions, and decorations for any new tenant as it may deem advisable in its sole and absolute (but seasonable) discretion and in all cases the Tenant's liability for Rent shall continue. 15.05 Agreed Final Damages • If this Lease shall be cancelled in accordance with subsection 15.07 and the Landlord so elects by notice to the Tenant, the T.: ant shall pay the Landlord "Liquidated and Agreed Final Damages". As used in this Article 15, " i._i•-ted and Agreed Final Dam cies" means the difference between (a) (i) the Rent and all other h 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 cancelled, (ii) the expenses to which th- Landlord may be put in re-entering the Leased Premises; repossessing the Leased Premises; m.i ing good any Default of the Tenant; putting the Leased Premises in proper repair; reletting the Leased Premises(including reasonable attorneys' fees and disbursements, marshal's fees, tena t improvement allowance, fit-up costs, and brokerage commissions, in so doing); (iii) the full mount of any tenant improvement allowances provided by Landlord to Tenant, (iv) the full cost of any tenant improvements made by Landlord for the benefit of Tenant, and (v) the sum of any le—ing commissions paid by Landlord in connection with the Lease,each calculated without regard to principles of depreciation or amortization; and (b)the"Fair Rental Value" of the Leased Premises for 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 Damages pursuant to the terms and .•nditions of this Section 15.05, Tenant shall be under no further liability with respect to the period after the date of cancellation. "Fair Rental Value" of the Leased Premises for purposes of this .e bon 15.. 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 entered into by the Landlord for the Lea.ed Premises subsequent to Tenant's surrender or removal. 15.06 Waiver .f Ri• of Re.-m.tion The Tenant hereby waives (to the extent legally permissible), for itself and all persons claiming by, through, or under it, any ight of redemption or for the restoration of the operation of this Lease under any present or future aw in case the Tenant shall be dispossessed for any cause, 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 16 444, "; C . 16E3 _. the first day of the succeeding month and every month thereafter. If the Tenant shall fail to pay any Rent within ten (10) days of the date said payment is due, the Landlord shall be entitled, in addition to the aggregate late charge described above, to interest on the outstanding balance from the date on which the same was due to the date of payment at the annual rate equal to the lesser of (i)ten percent(10%), and (ii)the maximum amount allowable under Florida law. 4 15.09 Additional Remedies Waivirs Etc. 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 otter. The Landlord may exercise its rights and remedies at any times, in any order, to any extent, a�td as often as the Landlord deems advisable without regard to whether the exercise of one right or remedy precedes, concurs with or succeeds the exercise of another. I 15.09.2 A single or partial exercie of a right or remedy shall not preclude a further exercise thereof or the exercise of another right or, remedy from time to time. 15.09.3 No delay or omission by e Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver o1 or acquiescence to Default. 15.09.4 No waiver of Default shall extend to or affect any other Default or impair any right or remedy with respect thereto. 15.09.5 No waiver of Default shal be effective unless it is in writing. 16. Distress In the event Tenant fails to cure ny Default within the time frame set forth herein and shall abandon the Leased Premises, leaving tr de fixtures, goods and chattels thereon,then, in that event only, the Tenant waives and renounces he benefit of any present or future statute taking away or 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 time during the Term shall be subject to levy by distress for rent and all other charges payable under this Lease that are in arrears. 3 17. Overholdi.ncj If the Tenant shall continue to ocupy 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 hold over tenant at sufferance with a onthly rental rate of one hundred fifty percent (150%) of the sum of the last monthly Annual Base and Additional Rent payment made prior to such expiration,and Tenant waives any furth r notice or demands for rent due upon hold over, 18. Recovery of Adjustments I E The Landlord shall have (in addition to any other right or remedy of the Landlord) the same • rights and remedies in the event of Def ' It by the Tenant in payment of any amount payable by the Tenant as provided in this Lease, as th Landlord would have in the case of Default in payment of Annual Base rent. 19. Notice and Payments 19.01 Notice to Landlord and Teliant Any and all payments to be made by the Tenant to the Landlord as provided in this Lease shall be payable to the Landlord at the following address: i Gulf Shore Associates, 1499 Post1Road, Fairfield, CT 06824 or at such other address as the ndlord may from time to time notify the Tenant. 19,02 All notices, demands another communications ("notices") permitted or required to be given under this Lease shall be in w iting 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 (ii)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 0 ................................. . 165. 3 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 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 ud, (ii) the sooner of the date of receipt or the date that is three (3) days after the date of mailing t hereof 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 noti 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 mortga•e unless a copy of the notice is simultaneously sent to the mortgagee by certified mail, return recei st requested. If any mortgagee shall perform any obligation that the Landlord is required to perform under this Lease, the performance by the mortgagee shall be deemed to be performance on behalf .f the Landlord insofar as the Tenant is concerned, and the performance shall be accepted by the Tel ant as if performed by the Landlord. 20. Transfersand Encumbrances • Indigrd The Landlord may sell, transfer lease, mortgage, encumber or otherwise deal with the Building or any portion thereof or any nterest of the Landlord therein, in every case without the consent of the Tenant and without res riction, provided that any purchaser, transferee or lessee from or of the Landlord shall become bound by and covenant to perform the covenants and obligations of the Landlord under this Le:se. In such case,the Landlord shall without further written agreement be freed and relieved of liabil ty thereafter arising for such covenants and obligations. 21. Subordination and Attornment At the option of the Landlord, t.is Lease, all obligations of the Landlord hereunder and all rights of the Tenant hereunder shall be subject and subordinate to any and all mortgages now or at any time hereafter existing (including al charges and deeds of trust and mortgages securing bonds and ail instruments supplemental theret•) which may now or at any time hereafter affect the Leased Premises or the Building in whole or in •art, whether or not any such mortgage, charge or deed of trust affects only the Leased Premises it the Building or affects other premises as well and to all renewals, modifications, consolidations replacements and extensions thereof_ Tenant, whenever requested, at any time and from time ti time by the Landlord or by any mortgagee (including any trustee under a deed of trust or mortg.:ge) shall promptly (i) attorn to and become the tenant of such mortgagee, trustee (or any purc aser from such mortgagee, or trustee in the event of an exercise by such mortgagee or any per lifted 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 conditions contained herein and the Te ant shall not disaffirm this Lease or any of its obligations under this Lease, or (ii) postpone and -ubordinate this Lease to such mortgage or deed of trust to the intent that this Lease and all right, itle and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortga!ee, or trustee as fully as if such mortgage or deed of trust had been executed and recorded and he money thereby secured had been advanced before the execution of 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 commercially reasonable instrument i confirmation of such attornment or postponement and subordination, as the case may be, as t e Landlord may reasonably request. 22. Lease Entire Agreement The Tenant acknowledges th-t 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 n.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 agreewith 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. 18 16E3 24. Construction of Lease This Lease shall be governed 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, lim" 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 and 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 ontained 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 Landlord and Tenant each repre ent and warrant that they have not dealt with any real 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 agents or brokers in connection with this,Lease or its negotiation arising from any communication by the indemnifying party. 27, Parking 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 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 parking lot, the striping and parking blo ks thereon and access thereto from dedicated streets, the cost thereof being part of the"Operating osts". 28. Security Deposit Intentionally Omitted. 29. Extension Options Intentionally Omitted. 30. Miscellaneous. 30.01. Consents. Any provision f this Lease which requires Landlord not to unreasonably withhold its consent shall never be the basis for an award of damages or give rise to a right of setoff or termination to Tenant, but may be tho basis for a declaratory judgment or specific injunction with respect to the matter in question. 30.02. Financial Reporting. The enant agrees to furnish, without expense to the Landlord, within ten (10) days after the request th-refor, such financial information as may from time to time be reasonably requested by any exist# g or potential lender with respect to the obtaining or maintaining of the financing for the B ilding or any potential purchaser of the Building, which information shall include, but not be lim ted to, the Tenant's then current financial statements and operating statements indicating incom expenses, profits and losses of the Tenant's business operation (accountant prepared,where a ailable). 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 costs incurred in connection therewith, including reasonable attorney's fees. 30.04. Representations. The Landlord and the Landlord's agents have made no representations or promises with resp4 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. 19 • 16E 30.06.Survival. Obligations under this Lease which accrue during the Term shall survive the expiration or sooner termination of the T=i rm. 30.07. Counterparts. 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 sign=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 Landlord and the Tenant each acknowledge each to the other that both they and their counsel have reviewed 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. S..overning Law; Con.e,:t to Jurisdiction. 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 Fairfield County, Connecticut in any action or proceeding arising out of or relating to this Lease.. Each of the parties waives any defense of inconvenient 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. Prover Execution. The submission by the Landlord to the Tenant of this Lease in unsigned form shall be deemed to be a submission solely for the Tenant's consideration and not for acceptance and execution. Such submission shall have no binding force and effect, shall not constitute an option, and shall not con er any rights upon the Tenant or impose any obligations upon the Landlord irrespective of any rrliance thereon, change of position or partial performance. The submission by the Landlord of his Lease for execution by the Tenant and the actual execution and delivery thereof by the T-nant to the Landlord shall similarly have no binding force 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. 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 mortgagee. In the event this Lease is rejected by the 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 immediately terminate and be of no fu her force or effect. 31. Roof Top Antenna During the Term of this Lease, enant shall continue to have use of the existing roof top area at no cost to accommodate one ( ) whip style antenna for the purpose of operating a two- way radio system in addition to the existing location in the 8th floor equipment room to accommodate a 1'x 1' rainbird box. No further expansion of either area is permitted. 32. Early Termination At any time following the twent fourth (24th) month of this Lease, Tenant shall have the option to terminate this lease upon ninety (90) days written notice to Landlord. IN WITNESS WHEREOF, the Lan.lord and Tenant have hereto executed this Lease the day and year first above written. LANDLORD WITNESSES: GULF SHORE ASSOCIATES LIMITED PARTNERSHIP By: Pequot Capital South, Inc., Its General P rtner 1, � i�l s .4_ By: .✓ :. f , c � u Its: rie'`ESi 20 44. 16E 3 TENANT AS TO THE LESSEE: DATED: /O. t '3 -1 BOAR OF CINTY COMMISSIONERS, ATTEST: --- c COLLIER qOUNTY FLORIDA DW - TE. B:0N.C1c., Clerk 1 4 li irt I ' ' I ' : . • , , , BY: I i 1 k / Alteg as tor-01040.is k 414E0R4JAV I ER, ESQ., CHAIRWOMAN si§nature only. A proved as to forrh and legality: if/ Xi 14117# # ,, . I — .AL . .411114............• .- • leen M. Greene, As stant County Att,rney 21. 16E 3 SCHEDULE A PLAN AND DE"CRIPTION OF LEASED PREMISES I. 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. 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I i 11 v.1 lit,'1 i Kul III 1 li --- .a 1 'Hill I 111111 li I I • III .. 71 HI i'1,1,40 1:1 III jti 1 4 qi i li.1111'ill 1 t 1111 iliti I 11 J111111111 ,Itti 1 t 1 il lit ; . s f----.) 111 lip lilt iii pi !: -1, *!.. !' if ILI 11 ,1 IT i It”! z a t!.. ia 1 .t 1 i r . .. 1 1-11V-41.114t. , L 0 J 1,,t0,111,111thitil.iti.lir hi i 1 .1 .. , '-'-'4 1 ' , N .6 VOL/ 11111 Pili'lliniP'14110 lit • IIPPM11.114 a1111!111113!'IUD al k' , 4 - i ., ion Al - I- ,...........„......_1 aii • . . . ...;40 1141. 1.6 E 3 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.tier 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 feat 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" :ast, 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" E.st, a distance of 136.28 feet to the beginning of a curve concave to the Southeast having a radiu. of 450.00 feet and a central angle of 33 00' 00"; thence 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 : 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. 23 Aut zf 1 6 E 3 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 Landlord as provided in the Lease. 1. The sidewalks, entries, c. riders, 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, stair , 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. 2. The Landlord may require that all or any persons entering or leaving the Building at 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 to the Landlord, and may prevent an person removing any goods therefrom without written authorization. Any person found in the :wilding at such times without such keys or passes will be 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. 3. The Tenant shall not change 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 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 preventing injury to the Leased Premises and 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 out of the Building, the weight permittee, 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 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 Landis 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 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 with rubber tires, side guards and such of er safeguards as the Landlord may require. 8. The water closets and othzr 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 amage 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, 24 F... � c90 16E 3t1 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 andlord 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 Leasee Premises or the Building. 16. Nothing shall be placed on balconies or the outside of windowsills or projections. 17. Nothing shall be thrown ►y the Tenant, its clerks or servants, out of windows or 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 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. 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. 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. 22. The Tenant, its clerks or ervants shall not make, commit or permit any improper noises in the Buildings nor shall they .perste 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 the Landlord is disturbing to the other to ants of the Building. 23. The Tenant, its clerks o servants shall not lounge about doors or corridors or 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 Premises. 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 Landlord 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. 25 fikis �� 16E 3 28. No bicycles or other simile vehicles shall be brought within the Building. 29. The Landlord shall have she 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 of the Lease and may demand possessi., of the Leased Premises upon one week's written notice to the Tenant. 32. Smoking is prohibited i the Building. Tenant shall require its employees and visitors to smoke outside of the Buildinand shall adhere to any rules and regulations set forth by Landlord for smoking. • • • 26 0lo 16E 3 SCHEDULE D LANDLORD WORK 1. Landlord shall construct demising walls within the Leased Premises in accordance with the Schedule A floor plan attached 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 pay for all costs which exceed ten thousand dollars ($ 10,000.00). Landlord Ehallnot make yd of County improvements in excess of $1.0,000.00 without prior approval by the 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. 27 t