Backup Documents 11/14/2023 Item #16F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO t t F ei
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE' V
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. County Attorney's Office County Attorney QQ(2
i(t (, Z3
2. BCC Office Board of County
Commissioners (L4 M,( l i/1712 3
3. Minutes and Records Clerk of Court's Office
It Ilkq.` ?—
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 Vivian Rodriguez Phone Number 239-252-8402
Contact/Department
Agenda Date Item was November 14,2023 Agenda Item Number 16.F.1
Approved by the BCC
Type of Document Office Lease Agreement Number of Original
Attached Marco Island Tax Collector Documents Attached
PO number or account N/A
number if document is
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)
1. Does the document require the chairman's original signature? N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(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 N/A
hi/
� 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 N/A
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 VR
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
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!
8. The document was approved by the BCC on November 14,2023,and all changes VR
made during the meeting have been incorporated in the attached document. The
County Attorney's Office has reviewed the changes,if applicable. is 1
9. Initials of attorney verifying that the attached document is the version approved by the ny lA is it
BCC,all changes directed by the BCC have been made,and the document is ready for the 0 V 1 a o.do
Chairman's signature.
*PLEASE FILE UNDER: BMR/REAL PROPERTY/LEASES.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
16F1
OFFICE LEASE AGREEMENT
LANDLORD: FIFTH THIRD BANK,NATIONAL ASSOCIATION
TENANT:
COLLIER COUNTY,
a political subdivision of the State of Florida, its successors, and assigns
LOCATION: 650 EAST ELKCAM CIRCLE,MARCO ISLAND, FL 34145
DATE: ,2023
Classification:Internal Use
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TABLE OF CONTENTS
Page
1. DEFINITIONS AND CERTAIN BASIC PROVISIONS 3
1.1 Basic Provisions. 3
1.2 Construction 4
2. FUNDAMENTAL EXHIBITS TO LEASE 4
2.1 Exhibits 4
2.2 Change in Plans 5
3. GRANT,PREMISES AND TERM 5
3.1 Grant and Premises 5
3.2 Additional Areas 5
3.3 Roof and Walls 5
3.4 Renewal Terms 5
4. BASE RENT; ADDITIONAL RENT; OTHER CHARGES 6
4.1 Base Rent 6
4.2 Additional Rent 6
4.3 Late Rent 6
4.4 HVAC 7
5. SECURITY DEPOSIT 7
6. USE AND OCCUPANCY 7
7. REPAIRS 8
7.1 Landlord Repairs 8
7.2 Notice of Damage and Tenant Repairs 8
7.3 Trash and Janitorial 8
8. ACCESS 7
9. ALTERATIONS AND IMPROVEMENTS TO PREMISES 9
9.1 Tenant Improvements 9
9.2 Alterations 9
9.3 Remodel 10
10. DAMAGE OR DESTRUCTION 10
11. INDEMNITY AND TENANT INSURANCE 11
11.1 Indemnification 11
11.2 Commercial General Liability Insurance 11
11.3 Proof of Policy 12
11.4 Property Insurance 12
11.5 Workers' Compensation Insurance 12
11.6 Increase 12
11.7 Miscellaneous 13
11.8 Waiver of Subrogation .13
12. LIEN 13
13. ASSIGNMENT, SUBLETTING, MORTGAGING 13
14. PRIORITY OF LEASE 15
15. FIXTURES AND PERSONAL PROPERTY; SURRENDER 15
15.1 Surrendering of Premises 15
15.2 Removal of Tenant Property 15
16. INSOLVENCY 16
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17. DEFAULT AND REMEDY 16
17.1 Tenant Default and Remedy 16
17.2 Landlord Default and Remedy 18
18. NON-WAIVER OF DEFAULTS 19
19. NON-PERFORMANCE BY TENANT 19
20. ENVIRONMENTAL WARRANTY AND INDEMNIFICATION AGREEMENT 19
20.1 Definitions for Purposes of this Lease 19
20.2 Tenant Representations 20
21. HOLDOVER TENANCY 21
22. CONDEMNATION 21
23. NOTICES 22
24. RIGHTS RESERVED BY LANDLORD 22
24.1 Rights Reserved 22
25. SIGNAGE 23
26. MISCELLANEOUS PROVISIONS 23
26.1 Term "Landlord" 23
26.2 Captions of Paragraphs 23
26.3 Terms "Landlord" and "Tenant 23
26.4 Words "person" and "persons" 23
26.5 Rights, Options, Election, Powers and Remedies 24
26.6 Time 24
26.7 Provisions Binding 24
26.8 Governing Law 24
26.9 Covenants and Agreements 24
26.10 Invalid or Illegal Provisions 24
26.11 Effective Date of Conditions, Covenants and Agreements 24
26.12 Lease Commissions 25
26.13 Relationship of Landlord and Tenant 25
26.14 Recording of Lease; Confidentiality 25
26.15 Submission of Lease 25
26.16 No Personal Liability 25
26.17 Force Majeure 25
26.18 Tenant's Authority 26
26.19 Financial Statements 26
26.20 Waiver of Jury Trial 26
26.21 Implied Warranties 26
26.22 Anti-Terrorism Warranty 26
26.23 Discrimination 26
26.24 Lien 26
26.25 Sprinklers 27
26.26 Air Rights 27
27. RIGHT OF FIRST REFUSAL 27
28. PARKING 27
29. GUARANTY 27
30. CONFIDENTIALITY Error! Bookmark not defined.
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OFFICE LEASE AGREEMENT
This Lease Agreement (this "Lease") is entered into as of N OVEN►f eg I y, 2023 (the
"Effective Date"), between FIFTH THIRD BANK, National Association ("Landlord" or
"Contractor" for purpose of the supplemental provisions) and COLLIER COUNTY, a political
subdivision of the State of Florida, its successors, and assigns ("Tenant").
1. DEFINITIONS AND CERTAIN BASIC PROVISIONS
1.1 Basic Provisions.
(a) Landlord's Address: Fifth Third Bank,National Association
Attn: Senior V.P., Corporate Facilities
38 Fountain Square Plaza
Mail Drop 10903K
Cincinnati, Ohio 45263
Tenant's Address: COLLIER COUNTY
Attn: Real Property Management
3335 Tamiami Trail E, Suite 102
Naples, Florida 34112
(b) Premises. The approximately 3,304 sq. ft. of space located at 650 East
Elkcam Circle, Marco Island in the Building (as defined below). The Premises are further
described on Exhibit A attached hereto and made a part hereof, and shall be subject to zoning
ordinances, easements, covenants, limitations, and restrictions of record. The Premises do not
include any areas above the finished ceiling or below the finished floor covering installed in the
Premises or any other areas not shown on Exhibit A as being part of the Premises.
(c) Building. That certain office building located at 650 East Elkcam Circle,
Marco Island, Florida 34145 (said Building,together with the real property on which it is located
and all other improvements thereon, being called the"Property").
(d) Lease Term. Subject to and upon the terms and conditions set forth herein
or in any exhibit, the term of this Lease (the "Initial Term") shall be for a period of two (2)years
(plus any initial partial month if the Commencement Date is not the first day of the month),
commencing upon the Commencement Date (as defined below), unless sooner terminated as
provided herein. For purposes of this Lease, the term "Lease Year" shall mean (i) initially, the
period commencing on the Commencement Date (or the first day of the first calendar month
immediately following the Commencement Date if the Commencement Date is not the first of the
month), and (ii)thereafter, each twelve (12)month period.
(e) Commencement Date. Subject to and upon the conditions set forth herein,
the Initial Term of this Lease shall commence on the date of Board of County Commissioners'
approval.
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(f) Base Rent.
Period Annual Monthly Base Rent
Base Rent Base Rent Per Sq. Ft.
Year 1 $85,904.00 $7,158.67 $26.00
Year 2 $88,481.12 $7,373.43 $26.78
First Renewal Term, if $91,124.32 $7,593.69 $27.58
exercised
Second Renewal Term, if $91,124.32 $7,593.69 $27.58
exercised
(g) Security Deposit. Reserved.
(h) Permitted Use. Tenant shall be permitted to utilize the Premises only
general office space and for no other purpose, provided such use conforms with all applicable
zoning requirements of the appropriate governmental authority sufficient to entitle Tenant to an
occupancy permit from such governmental authority. Tenant, along with Tenant's contract
employees and other local agency employees shall be permitted to perform municipal functions
and render municipal services from the Premises. Any use other than general office space must
first be submitted in writing to Landlord for its prior written approval, which approval may be
withheld in Landlord's sole discretion. Notwithstanding the foregoing or any provision to the
contrary, Tenant shall not allow or permit the Premises or any portion thereof to be used for the
operation and offering of any financial institutions, banks, savings and loans, trust companies,
ATM's, automated teller machines or other free standing cash dispensing or financial transaction
machines, stock brokerages, mortgage companies, brokerages, credit unions, or any type of
financial services entity or any entity offering any Banking Services, on the Premises or any
portion thereof and from permitting any third party to use the Premises for any type of brokerage,
mortgage and financial services and Banking Services, except for the Landlord or Landlord's
affiliates, successors or assigns ("Use Restriction"). Notwithstanding the foregoing, Tenant shall
be permitted to have Point of Sale machines to support payments for services. As used herein
"Banking Services" will mean the provision of checking, savings, check cashing, credit card,
commercial loan, consumer loan, residential loan, international letters of credit, trust, automatic
teller, securities brokerage, and other financial services provided by commercial banking and
savings and loan institutions to commercial and consumer customers. Tenant represents and
warrants to Landlord that Tenant will not use or permit the use of the Premises in violation of the
Use Restriction.
1.2 Construction. Each of the foregoing definitions and basic provisions shall be
construed in conjunction with and limited by the references thereto in the other provisions of this
Lease.
2. FUNDAMENTAL EXHIBITS TO LEASE
2.1 Exhibits. The following exhibits attached to this Lease are incorporated herein by
this reference:
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Exhibit A: Plan of the Premises
Exhibit B: Rules and Regulations
Exhibit C: Landlord Notice Addresses
2.2 Change in Plans. Notwithstanding Exhibit A or anything else in this Lease,
Landlord reserves the right to make changes or revisions in any site plan,to change or modify and
add to or subtract from the size and dimension of the Building or any part thereof, the number,
location and dimensions of buildings and office or any other units, any designated parking spaces,
the number of floors in any building,the locations,size and number of tenants' spaces,the identity,
type and location of other units and tenants, and the size, shape, location and arrangement of
common areas, and to design and decorate any portion of the Building as Landlord desires. Any
changes to the Premises by Landlord during the Term shall require a negotiated amendment to this
Lease. This Lease and the provisions contained herein define all rights of Tenant in and to the
Building and the Property.
3. GRANT,PREMISES AND TERM
3.1 Grant and Premises. Landlord leases to Tenant and Tenant leases from Landlord
upon the terms and conditions set forth herein,the Premises more fully described in Section 1.1(c)
of this Lease.
3.2 Additional Areas. Tenant shall have the nonexclusive use of the common facilities
designated from time to time by Landlord,subject to the Rules and Regulations attached as Exhibit
B, including the following common facilities: the parking areas, sidewalks and common hallways
and stairways. Landlord or the beneficiary of an easement granted by Landlord may at any time
close temporarily any common facilities to make repairs or changes therein or to effect
construction, repairs or changes within the Building or upon the Property, to prevent acquisition
of public rights in such facilities; and may do such other acts in and to the common facilities as in
Landlord's sole and absolute discretion may be desirable to improve the convenience thereof.
Roof and Walls. Landlord shall have the exclusive right to use all or any part of the roof,
side, front and rear exterior walls of the Premises for any purpose, including but not limited to
erecting signs or other structures on or over all or any part of the same,erecting scaffolds and other
aids to the construction and installation of the same, and installing, maintaining, using, repairing
and replacing pipes,ducts,conduits and wires leading through,to or from the Premises and serving
other parts of the Building or Property. Tenant shall have no right whatsoever in the exterior walls
or the roof of the Premises except as otherwise provided herein.
3.3 Term. The Initial Term shall be for the period set forth in Section 1.1(d) of this
Lease and the Initial Term shall begin on the Commencement Date specified in Section 1.1(e) of
this Lease, unless such date is postponed or the Lease terminated earlier, as provided elsewhere
herein. If Landlord permits Tenant to enter into possession of the Premises prior to the
Commencement Date,all of the terms and conditions of this Lease shall apply to such prior period
except for Tenant's obligation to pay Rent.
3.4 Renewal Terms. Except as set forth below, and provided that Tenant is not then
in default under the Lease beyond any grace or cure period (and provided that Tenant cures any
such default within said grace or cure period), Tenant, but no sublessee or assignee, shall have,
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and Landlord hereby grants to Tenant,an option to renew this Lease for two(2)additional renewal
terms (each a "Renewal Term") of six (6) months each, upon the same terms, covenants and
conditions set forth in this Lease, except as provided below. Tenant may exercise its option to
renew as set forth herein by written notice delivered to Landlord, at least ninety(90) days prior to
the expiration of the Initial Term, or the first Renewal Term, as the case may be. During the
Renewal Terms, Base Rent shall be at the rate stated in Section 1.1(f) above. For the Renewal
Terms, Landlord shall not be obligated to make any improvements to the Premises. Tenant
acknowledges and agrees that the foregoing renewal rights shall be personal to Tenant.
4. BASE RENT; ADDITIONAL RENT; OTHER CHARGES
4.1 Base Rent. Tenant shall pay Base Rent and Additional Rent to Landlord without
notice or demand and without setoff or deduction for any reason at the address set forth in Exhibit
C, attached hereto or at such other place as Landlord may from time to time designate, as rental
for the Premises. Base Rent is inclusive of all common area maintenance expenses, real estate
taxes, insurance, and water, gas (if applicable) and electric. Landlord shall submit monthly
invoices to Tenant no later than ten(10) business days prior to due date.
The Base Rent specified in Section 1.1(f) of this Lease shall be payable in advance on the
first day of each calendar month during the Term and all Renewal Terms hereof commencing on
the Commencement Date, as defined above. Rent for partial months shall be prorated. The first
monthly payment of Base Rent shall include any prorated rental for the period from the
Commencement Date to the first day of the first full calendar month after the Commencement
Date.
4.2 Additional Rent.
(a) Any sums of money or charges required to be paid by Tenant under the
terms of this Lease whether designated Additional Rent or not, if not paid when due, shall be
collectible as Additional Rent with the next installment of Base Rent thereafter falling due as
provided herein and shall be subject to all provisions of this Lease and of law as to default in the
payment of Rent; provided, nothing herein shall be deemed to excuse or delay the obligation of
Tenant to pay any amount of money or charge at the time the same shall become due under the
terms of this Lease.
(b) Taxes - Other. Tenant shall pay before delinquency any and all taxes and
assessments,and license,sales,business,occupation or other taxes,fees or charges levied,assessed
or imposed upon its business operations in the Premises. Tenant shall pay before delinquency any
and all taxes and assessments levied, assessed or imposed upon its trade fixtures, leasehold
improvements,merchandise and other personal property in,on or upon the Premises. In the event
any taxes, fees or charges referred to in this Section 4.2(b) shall be assessed, levied, or imposed
upon or with the business or property of Landlord, such assessment, fees, or charges shall be paid
by Tenant to Landlord promptly upon Landlord's request for such payment.
4.3 Late Rent. If Tenant shall fail to pay any Rent to Landlord on or before the fifth
day of the month in which it is due, Landlord may, in addition to all other rights and remedies
which Landlord may have, assess a "late charge" on such amount equal to the greater of: (a) 5%
of the Rent due for that month, or (b) $250. No payment to or receipt by Landlord of a lesser
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amount than that then amount required to be paid hereunder shall be deemed to be other than on
account of the earliest amount of such obligation then due hereunder. No endorsement or statement
on any check or other communication accompanying a check for payment of any amounts payable
hereunder shall be deemed an accord and satisfaction, and Landlord may accept such check in
payment without prejudice to Landlord's right to recover the balance of any sums owed by Tenant
hereunder. In the event that Tenant's check for Rent is returned for any reason, Tenant agrees to
pay Landlord the sum of Fifty Dollars ($50.00)as a handling charge in addition to any applicable
late charge. Returned checks must be redeemed by cashier's check or official bank check. In the
event Tenant's check is returned, Tenant agrees to pay all subsequent Rent by cashier's or official
bank check.
4.4 HVAC. Except on the following Tax Collector holidays:New Year's Day, Martin
Luther King Day, President's Day, Memorial Day, Independence Day,Labor Day,Veteran's Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day, or any other bank
holidays, the Tax Collector's office is open and air conditioning shall be provided and except as
provided elsewhere in this Lease, during the term of the Lease, Landlord shall provide air
conditioning and heat for the Premises sufficient for normal office purposes, Monday through
Friday from 8 a.m.to 6 p.m.;provided, however,that should Tenant require such air conditioning
or heat outside of such hours, it shall be available. Tenant shall pay the cost of the excess usage
as Additional Rent at the rate of Seventy-Five Dollars($75.00)per hour,or Landlord's then current
after-hours HVAC rate.
4.5 Funding Requirements. Tenant intends to utilize FEMA grant funding for the
office space. To comply with the requirements of the FEMA grant funding, Landlord shall sign
the Collier County form identified as"Certification Regarding Debarment, Suspension and Other
Responsibility Matters Primary Covered Transactions."
5. SECURITY DEPOSIT
Reserved.
6. USE AND OCCUPANCY
The Premises are to be used solely for the purposes set forth in Section 1.1(h)of this Lease
and for no other business or purpose without the prior written consent of Landlord,which consent
may be withheld in Landlord's sole and absolute discretion. Tenant shall not do or permit to be
done in or about the Premises anything which is illegal or unlawful; or which is of a hazardous or
dangerous nature, or which is noxious or offensive to other tenants in the Building or to Landlord,
or which will increase the rates of insurance carried by Landlord. Tenant shall obtain all permits,
licenses, certificates or other authorizations and any renewals, extensions, or continuances of the
same required in connection with the lawful and proper use of the Premises and shall pay when
due all taxes upon its merchandise, stock, fixtures, equipment, and leasehold improvements in the
Premises. Neither a failure on the part of Tenant to procure such permits, licenses, certificates, or
other authorizations, nor the revocation of the same, shall in any way affect the liability of Tenant
for payment of Rent herein reserved or the performance or observance of any of the covenants or
conditions herein contained on Tenant's part to be performed and observed. Tenant shall comply
at its cost and expense with all laws,orders,and regulations of federal,state,county,and municipal
authorities regarding the hiring and proper documentation of Tenant's employees and contractors.
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Tenant shall comply at its cost and expense with all laws, orders and regulations of federal, state,
county and municipal authorities, and with any direction or recommendation of any public officer
and officers pursuant to law, or any reasonable request of any insurance company carrying any
insurance on the Premises, and any insurance inspection or rating bureau, which shall impose any
duty upon Tenant with respect to the Premises, or the use or occupation thereof, and shall bear all
costs of any kind or nature whatsoever occasioned by or necessary for compliance with the same.
Without limiting the generality of the foregoing, Tenant will be permitted to have a customer
queuing system within the lease space area only but shall not display anything outside of the
Premises nor operate any loudspeakers without the specific prior written consent of Landlord. If
Tenant receives any notices affecting its use of the Property,Tenant shall promptly notify Landlord
in writing; but under no circumstances shall Tenant cause insurance rates of Landlord to increase
due to noncompliance with Section 1.1(h). Any increases caused by the Tenant's use not specified
in Section 1.1(h) shall be paid by Tenant.
7. REPAIRS
7.1 Landlord Repairs. Landlord shall keep or cause to be kept in good repair the
foundation, floors, roof, load-bearing walls and other structural components of the Building; all
windows in the Building; all mechanical, HVAC,plumbing and electrical systems installed in the
Building, but excluding any mechanical, HVAC, plumbing or electrical equipment that is not
Building standard or is installed or operated to accommodate such tenant's special requirements
(such as a supplementary air conditioning unit installed for a tenant); and the common areas of the
Building and Property; and Landlord shall make all repairs and restorations made necessary by
fire or other peril covered by and up to amounts paid to Landlord by the standard extended
coverage endorsement on fire insurance policies; provided, however, that Tenant shall reimburse
Landlord upon demand for the cost of repairing any damage to the Premises, the Building or the
common areas caused by the negligence or the deliberate act of Tenant, its officers, employees,
agents,visitors, guests, licensees or invitees.
7.2 Notice of Damage and Tenant Repairs. Tenant shall give Landlord prompt
written notice of any damage to, or defective condition in, any part or appurtenance of the
Building's foundation, roof, walls, plumbing, electrical, heating, air conditioning or other system
serving, located in, or passing through the Premises. Tenant shall keep or cause to be kept in good
repair and in a neat, clean and tenantable condition the interior of the Premises, including but not
limited to the interior surface of the exterior walls;the exterior and interior portions of all windows,
doors, plate glass and showcases; all plumbing, lighting fixtures, pipes and equipment, floor
coverings, ceilings, walls and plasterings; all heating, ventilation and air conditioning systems
serving the Premises; and water, sewage, gas and electrical services at and after the point of entry
to the Premises; and Tenant agrees to make all repairs necessitated by the negligence or deliberate
act of Tenant, its officers, employees, agents, licensees or invitees; and to make all other repairs
to the Premises not specifically required to be made by Landlord under the provisions of the
foregoing paragraph.
7.3 Trash and Janitorial. Tenant shall be solely responsible for obtaining trash
removal (through the use of dumpsters provided by Landlord) and janitorial service for the
Premises, at its sole cost. Tenant agrees to cause extermination services, including treatment for
insects, spiders, rats, mice, and other rodents, to be provided to the Premises by a reputable
exterminator on a monthly basis (or more often if Landlord, in its reasonable judgment, so
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requires), at Tenant's sole cost. Tenant agrees to use special care in its handling of all garbage,
waste and refuse and shall remove such materials from the Premises as frequently as is necessary
in order to prevent pests from entering the Premises or the Building. In the event any such pests
are discovered in or about the Premises, Tenant shall take all necessary and appropriate measures
to relieve the Building of such pests.
8. ACCESS
Landlord shall have the right to enter the Premises during business hours,upon prior notice,
for inspection or in connection with the improvement or repair of and the providing of utilities and
other services to the Premises or to other portions of the Building or common areas of the Property.
No Landlord notice shall be required to access the Premises in the event of an emergency.
9. ALTERATIONS AND IMPROVEMENTS TO PREMISES
9.1 Tenant Improvements. Tenant acknowledges: (i)upon delivery of possession of
the Premises by Landlord to Tenant, Tenant accepts the Premises, and all improvements,
betterments and equipment "AS IS," with no representation or warranty by Landlord as to the
condition or suitability of the Premises or of the Building or Property for Tenant's purpose; and
(ii) Landlord has no obligation to improve or repair the Premises, the Building or the Property,
except as specifically set forth in this Lease. Tenant may install workstations, office equipment
and communications/data lines with Landlord's prior written consent ("Tenant's Work"). Tenant
shall submit detailed plans to Landlord for Landlord's review and approval for any
data/communications lines work that will pass through Landlord areas, including through the
ceiling. All data/communications work shall be performed outside of Landlord's business hours,
and Tenant shall be responsible for coordinating the timing of the work with Landlord and hiring
and paying for a security guard provided through Collier County Government contracted security
to be on site for the duration of such work.
9.2 Alterations. Except as set forth in Section 9.1, Tenant shall not make any
alterations, additions, or improvements to the Premises without first obtaining Landlord's written
consent, which consent may be withheld or subject to conditions, in Landlord's sole and absolute
discretion. Landlord may make any repairs, alterations, or improvements which Landlord may
deem necessary for the preservation, safety or improvement of the Premises or the Building.
Unless the parties expressly mutually agree in writing to a different arrangement at the time
Landlord consents to any alteration, addition or improvement to the Premises by Tenant, upon the
termination of this Lease, at Landlord's sole option, all alterations, additions and improvements
made by Tenant to the Premises (structural or otherwise) shall either: (a) become the property of
Landlord and shall be surrendered to Landlord upon the expiration of this Lease, without any
injury, damage or disturbance thereto or payment therefor; or (b) be promptly removed from the
Premises and Property by Tenant, at Tenant's sole expense, and the Premises restored at Tenant's
sole expense to the same condition it was in prior to the making of the alteration, addition, or
improvement,with all damage caused to the Premises or Property by such removal to be promptly
repaired at Tenant's sole expense. Any damage to the Premises or Property in connection with the
making or removal of alterations, additions, and improvements by Tenant to the Premises shall be
paid by Tenant.
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9.3 Remodel. During the term of this Lease,Tenant agrees,at its sole cost,to refurbish,
maintain and repair (carpet, paint, replace fixtures, etc.) the Premises as needed and required in
order to maintain a first-class operation, at Tenant's sole cost.
10. DAMAGE OR DESTRUCTION
Tenant shall give Landlord prompt written notice of the occurrence of any damage or
destruction to the Premises by fire, earthquake, or any other casualty. If the Premises are made
untenantable in whole or in part by fire, earthquake or any other casualty to such extent that the
repair and restoration of the Premises cannot reasonably be substantially completed within one
hundred eighty (180) days after the date of such casualty, then either party shall have the right to
terminate this Lease upon written notice delivered to the other party within sixty (60) days after
the date of such casualty but prior to the commencement of any repairs or restoration; except that
if such fire or casualty resulted from Tenant's, Tenant's sublessee's, or their respective agents,
employee's, or contractor's fault or negligence, Tenant shall have no right to terminate this Lease.
Such termination shall be effective at the end of such 60-day period,and Tenant's liability for Rent
shall cease as of the day following the casualty and any Rent paid by Tenant in advance and not
yet earned as of the date of termination shall be refunded to Tenant within ten(10)days after such
termination.
If, however: (a) neither party elects to terminate this Lease within said sixty (60) day
period, or(b) the Premises are damaged or destroyed by fire, earthquake or any other casualty to
such extent that the repair and restoration of the Premises can reasonably be substantially
completed within one hundred eighty(180)days after the date of such casualty,then Landlord,to
the extent of insurance proceeds received by Landlord, shall promptly repair and restore the
Premises to the condition existing immediately prior to such casualty. Notwithstanding the
foregoing, Tenant, and not Landlord, shall be responsible for promptly (but in no event later than
sixty (60) days after the date of such casualty)repairing and restoring the tenant improvements to
the Premises (including but not limited to Tenant's Work described herein, at Tenant's sole cost.
In such case the Base Rent shall be abated during the period from the day following the casualty
until substantial completion of the repair or restoration in the same proportion as the untenantable
portion of the Premises bears to the former rentable area thereof, and Tenant shall reopen for
business as soon as practicable after the occurrence of the casualty. In the event Landlord will not
repair and restore the Premises substantially to the condition existing immediately prior to any
such casualty because of insufficient insurance proceeds, Landlord shall notify Tenant in writing
upon the determination thereof and Tenant shall have the right to terminate this Lease within ten
(10) days following receipt of such determination.
Notwithstanding the foregoing or anything herein to the contrary, however: (i) nothing
herein shall obligate Landlord to repair or restore the Premises if the casualty occurs within twelve
(12) months of the end of the Initial Term or within twelve (12) months of the end of a Renewal
Term, unless Tenant first exercises its right to renew the Lease for the Renewal Term (in the case
of damage during the last 12 months of the Initial Term) or a subsequent Renewal Term (in the
case of damage during the last twelve months of a Renewal Term); and (ii) nothing herein shall
obligate Landlord to repair or restore the Premises if the casualty occurs within twelve(12)months
of the end of a Renewal Term and Tenant has no right to renew the term of the Lease beyond such
Renewal Term.
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11. INDEMNITY AND TENANT INSURANCE
11.1 Indemnification. Subject to Section 768.28,Florida Statutes,Tenant shall release,
indemnify, defend and hold Landlord, its affiliates, and their respective shareholders, directors,
members, managers, officers, employees, and agents harmless from any and all claims, demands,
causes of action, loss, damage, liability or expense (including but not limited to attorneys' fees)
resulting from injury to or death of any person, or any loss of or damage to any and all property,
caused by or resulting from any act or omission of any officer,agent,employee, contractor, guest,
sublessee, licensee, invitee or visitor of Tenant in or about the Premises, the Building, or the
Property. The foregoing provision shall not be construed to make Tenant responsible for injuries
to third parties caused by the gross negligence of Landlord. To the maximum extent permitted
by law, neither Landlord or its affiliates, nor their respective shareholders, directors, members,
managers,officers,employees or agents,shall be liable for any injury to or the death of any person,
or any loss of or damage to property, sustained by Tenant, or by any other person(s) whatsoever,
which may be caused by the Property, the Building or the Premises or any appurtenances thereto
or thereof being out of repair; or by broken glass or by the bursting or leakage of any water, gas,
sewer or steam pipes;or by theft or by any act of neglect of any tenant or occupant of the Property
or Building or of any other person; or by the falling of any fixture, plaster, tile stucco or other
material;or by any defect in or failure to operate any sprinkler,HVAC equipment,electric wiring,
gas, water or steam pipe, stair, railing or walk; or by water, snow or ice being on the Building or
Property or coming into the Premises; or by any other cause of whatsoever nature, unless caused
by the gross negligence of Landlord.
11.2 Commercial General Liability Insurance. Tenant covenants and agrees that it
will carry and maintain during the Initial Term and any Renewal Term, at Tenant's sole cost and
expense(a)commercial general liability insurance in a combined single limited amount of not less
than One Million Dollars ($1,000,000.00) per occurrence insuring against bodily injury or death,
property damage and advertising injury; and (b) an umbrella policy with limits of liability of not
less than Two Million Dollars ($2,000,000.00). Such liability insurance shall be issued by an
insurance company reasonably acceptable to Landlord and qualified to do business in the state
where the Premises is located, with an A.M. Best Company Rating of not less than A-VII (or the
industry equivalent, in the event A.M.Best Company changes and/or terminates its rating system),
and shall specifically insure the performance by Tenant of the indemnity agreement as contained
in Section 11.1 of this Lease.
The insurance required in this section is to be provided on a policy or policies utilizing, at
a minimum, the same wording as contained in a standard ISO commercial general liability form
with an edition date of 2000 or earlier, with ISO forms with an edition later than 2000 being
deemed to comply with this requirement. Landlord shall be given written notice of all exclusionary
endorsements attached to any of the policies referenced in this section. All liability insurance
provided by Tenant as required under this section shall include, by endorsement, Landlord,
Landlord's lender(s), and any persons, firms, corporations, or other legal entities having an
insurance interest designated by Landlord, from time to time, as additional insureds. The
endorsement for these interests shall be the standard endorsement of the Insurance Services Office,
Inc., entitled: "Additional Insured—Managers or Lessors of Premises, CG 20 11 11 85," or some
other endorsement providing the same coverage on a primary basis. All liability insurance
coverage required shall apply to Landlord and other insureds on a primary basis.
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11.3 Proof of Policy. Copies of certificates of insurance and policies shall be delivered
to Landlord prior to the time Tenant, its agents, contractors, or representatives first enter upon or
occupy the Property or Premises and thereafter within thirty (30) days prior to the expiration of
the term of each policy. A separate certificate of insurance must be used for property insurance
coverages required under Section 11.4 below and for liability insurance coverages required under
Section 11.2 above. The standard Acord "Evidence of Insurance" certificate, or standard Acord
"Property Insurance" Certificate 24 with an edition date of January 1995 or later must be used to
verify the insurance coverages required for property coverages as required in Section 11.4 below,
including applicable deductibles. Standard Acord Certificate 25-S or its equivalent must be used
to indicate the coverages applicable for the liability coverages as required under Section 11.2
above. This certificate of insurance shall also (1) confirm that the certificate holder(and others as
required)are additional insureds under the endorsement prescribed in Section 11.2 above, (2)that
the required additional insured endorsement when issued, be attached to this certificate of
insurance, and (3) show the amount of any deductible or self-insured retention that may apply.
Both certificates of insurance for property and liability insurance coverages shall state that the
insurer(s), as shown on the respective endorsements, shall mail thirty (30) days written notice to
the certificate holder as named, of any cancellation or nonrenewal and the effective date of any
reduction in the amounts of insurance.
11.4 Property Insurance. Tenant covenants and agrees that it will carry and maintain
during the Initial Term and any Renewal Term, at Tenant's sole cost and expense, naming
Landlord as loss payee: (a) property insurance covering damage by all risk or special peril
coverage, insuring Tenant's fixtures and personal property and tenant improvements (including
but not limited to Tenant's Work)to the extent of the full insurable value thereof; and(b)builder's
risk insurance during the period of construction of the Tenant's Work and during any other period
in which substantial alteration is being made to the Premises, in the amount of the completed value
of the improvements (including any soft costs and the replacement costs of work performed and
equipment, supplies and materials furnished in connection with such construction. Certificates of
such policies shall be delivered to Landlord prior to the time Tenant,its agents, contractors, or
representatives first enter upon or occupy the Property or Premises, and thereafter within thirty
(30)days prior to the expiration of the term of each such policy. Such insurance policies shall be
issued by an insurance company reasonably acceptable to Landlord and qualified to do business
in the state where the Premises is located, with an A.M. Best Company Rating of not less than A-
VII (or the industry equivalent, in the event A.M. Best Company changes and/or terminates its
rating system). All policies of insurance must contain a provision that the insuring company will
give to Landlord thirty (30) days' notice in writing in advance of any cancellation or lapse of the
policies and of the effective date of any reduction in the amounts of insurance. Landlord shall
have no liability or responsibility for Tenant's property.
11.5 Workers' Compensation Insurance. Tenant covenants and agrees that it will
carry and maintain during the Initial Term and any Renewal Term, at Tenant's sole cost and
expense, workers' compensation insurance for Tenant's employees and agents as required by law
in the state where the Premises is located, including employers' liability insurance in the amount
of$1,000,000 per occurrence.
11.6 Increase. Notwithstanding anything herein to the contrary,all insurance minimum
coverage amounts specified in Section 11.2 and Section 11.5 shall be increased from time to time,
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as deemed reasonably necessary by Landlord, in order to maintain economically equivalent
insurance coverage in light of inflation.
11.7 Miscellaneous. Tenant shall only maintain such deductibles or self-insured
retentions applicable to property and liability insurance coverages as are approved by Landlord, in
Landlord's sole discretion, and may in no event exceed $15,000.00. Tenant shall have sole
responsibility for the payment of all deductibles or self-insured retentions, and all policies of
insurance that include deductibles or self-insured retentions shall clearly state that such deductibles
and self-insured retentions apply only to Tenant and not to Landlord. If Tenant refuses or neglects
to obtain and maintain the insurance coverages complying with the provision of this Article 11,
Landlord may,but shall not be required to, obtain and maintain such insurance coverages, and the
sum or sums so paid by Landlord with interest at the rate of eighteen percent (18%) per annum
from the date paid until the date repaid by Tenant, plus costs and damages, shall be deemed to be
Additional Rent hereunder and shall be due from Tenant to Landlord on the first day of the month
following the incurring of such expenses. Failure of Landlord to take any action pursuant to any
requirement for the maintenance or procurement of insurance, including but not limited to a failure
to establish the existence of such insurance coverage at any time, or to inform Tenant of non-
compliance with this Article 11, shall not be considered as a waiver of any rights and imposes no
obligation or liability on Landlord.
11.8 Waiver of Subrogation. Landlord and Tenant each releases and relieves the other
(and the other's officers, employees and agents)and on behalf of its insurers waives its entire right
of recovery against the other (and the other's officers, employees and agents) for loss or damage
arising out of or incident to all risk or special perils generally described in "extended coverage"
insurance endorsements, which occur in, on or about the Building and/or the Premises and/or the
Property, whether due to the negligence of such other party, its agents or employees, or otherwise,
to the extent of the amount of insurance proceeds that the releasing party would have received
under its insurance polic(y/ies) if the releasing party had maintained all insurance it is required to
maintain under this Lease.
12. LIEN
Tenant will keep the Property free and clear of all mechanics and materialmen's liens and
other liens on account of work done for or by Tenant or persons claiming under it. Should any
such lien be filed against the Property, if Tenant does not have such lien released or bonded off
within fifteen (15) days after filing, Landlord may, without notice to Tenant, elect to obtain the
release of such lien and any sums expended by Landlord shall be immediately repaid to Landlord
by Tenant together with interest at the rate of eighteen percent(18%) per annum.
13. ASSIGNMENT, SUBLETTING, MORTGAGING
Tenant shall not voluntarily, involuntarily or by operation of law assign,transfer,mortgage
or otherwise encumber all or any part of Tenant's interest in this Lease, or sublet the Premises or
any part thereof without first obtaining in each and every instance Landlord's prior written consent,
which consent may be withheld or conditioned in Landlord's sole and absolute discretion, and any
attempt to so assign, transfer, mortgage, encumber or sublet without Landlord's prior written
consent shall be null and void ab initio. Tenant hereby acknowledges that any request for
Landlord's consent shall be accompanied by a copy of the proposed assignment/transfer/sublease
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and such other information as Landlord requests concerning the proposed
assignee/transferee/sublessee to allow Landlord to make an informed judgment as to the financial
condition and operations of the proposed assignee/transferee/sublessee.
If Tenant is a corporation or limited liability company, then any transfer of this Lease by
merger, consolidation or liquidation or any change (in any single transaction or series of related
transactions) in the ownership of, or power to vote the majority of, its outstanding voting stock or
membership interests, shall constitute an assignment for the purposes of this paragraph. If Tenant
is a partnership, then any change in the identity of any partner shall constitute an assignment for
the purposes of this paragraph. If written consent is once given by Landlord to any such
assignment, transfer, mortgage, encumbrance or subletting, such consent shall not operate as a
waiver of the necessity for obtaining Landlord's written consent to any subsequent assignment,
transfer, mortgage, encumbrance, or subletting.
If Landlord consents to a proposed assignment or sublease, Landlord's consent will not be
effective unless and until Tenant delivers to Landlord a duly executed assignment or sublease, as
the case may be,that provides,in the case of a sublease,that the sublease is subject and subordinate
to the Lease and that the subtenant will comply with all applicable terms and conditions of this
Lease and, in the case of an assignment, an assumption by the assignee of all of the terms,
covenants and conditions which this Lease requires Tenant to perform.
Tenant agrees that all advertising by Tenant or on Tenant's behalf with respect to the
assignment of this Lease or any sublease of all or any part of the Premises must offer the space at
a rental not less than that for which comparable space in the Building is then being offered by
Landlord for rent and must be approved in writing by Landlord prior to publication.
Acceptance of Rent by Landlord from any person other than Tenant will not be deemed a
waiver by Landlord of any provision of this Section 13. Notwithstanding any assignment,transfer,
mortgage, encumbrance or sublease, Tenant shall nevertheless remain liable to Landlord for
payment of Rent according to the terms hereof and for due performance of all the terms,covenants,
obligations, and conditions of this Lease. If this Lease be assigned or if the Premises or any part
thereof be sublet or occupied by anybody other than Tenant,Landlord may,after default by Tenant,
collect Rent directly from the assignee, subtenant or occupant, and apply the net amount collected
to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be
deemed a waiver of any of Tenant's covenants contained in this Lease or the acceptance of such
assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by
Tenant of covenants on the part of Tenant herein contained. Notwithstanding anything herein to
the contrary, if this Lease is assigned,transferred, or sublet to any person or entity at a rental that
exceeds the rental to be paid to Landlord hereunder, then any excess shall be paid to Landlord as
Additional Rent. In the event an assignment, transfer, mortgage, encumbrance, or sublease is
made, Tenant shall pay Landlord within ten (10) days after the date of such consent a fee of
$2,000.00 as reimbursement for legal and accounting services incurred by Landlord in connection
with the approval of the assignment, transfer, mortgage, encumbrance, or sublease. Such amount
shall be deemed Additional Rent under the terms of this Lease.
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14. PRIORITY OF LEASE
This Lease is and shall automatically be subordinate to any and all mortgages and other
security instruments now existing, or which may hereafter be made by Landlord, its successors or
assigns covering the Property or any portion or portions thereof, and for the full amount of all
advances made or to be made thereunder(without regard to the time or character of such advances),
together with interest thereon, and subject to all the terms and provisions thereof and to any
renewals,extensions,modifications and consolidations thereof; and Tenant covenants to promptly
make, execute, acknowledge and deliver within ten(10) days after written request by Landlord or
its lender(s) any and all documents requested by Landlord or its lender(s) which are or may be
necessary or desirable for more fully and certainly assuring the subordination of this Lease to any
such mortgages or other security instruments; provided, however, that any person or persons
purchasing or otherwise acquiring any interest at any sale and/or other proceedings under such
mortgages or other security instruments may elect to continue this Lease in full force and effect in
the same manner, and with like effect as if such person or persons had been named as Landlord
herein, and in the event of such election, this Lease shall continue in full force and effect as
aforesaid,and Tenant hereby attorns and agrees to attorn to such person or persons. Tenant hereby
appoints Landlord the attorney-in-fact of Tenant,irrevocably to execute and deliver any document
provided herein, for and in the name of Tenant.
15. FIXTURES AND PERSONAL PROPERTY; SURRENDER
15.1 Surrendering of Premises. Upon the termination of this Lease, Tenant shall
surrender to Landlord the Premises (including, without limitation, all buildings, apparatus and
fixtures, except trade fixtures and furniture installed by Tenant, then upon the Premises) in good
condition and repair,reasonable wear and tear and damage by casualty not caused by Tenant or its
agents, officers, invitees, licensees or employees excepted. At Landlord's sole option, all
alterations,additions and improvements made by Tenant to the Premises(structural or otherwise),
and all machinery and equipment which may be made or installed from time to time by Tenant, in,
upon or about the Premises (except trade fixtures and furniture installed by Tenant) shall either:
(a) become the property of Landlord and shall be surrendered to Landlord upon the expiration of
this Lease, without any injury, damage or disturbance thereto or payment therefor; or (b) be
promptly removed from the Premises and Property by Tenant, at Tenant's sole expense, and the
Premises restored at Tenant's sole expense to the same condition it was in prior to the making of
the alteration, addition, or improvement, with all damage caused to the Premises or Property by
such removal to be promptly repaired at Tenant's sole expense. The property surrendered to
Landlord shall include, but not be limited to, all lighting fixtures and fluorescent tubes and bulbs
and all partitions (whether removable or otherwise) except those directly related to Tenant's
business as described in Section 1.1(h). The terms and Tenant obligations set forth in this Section
16.1 shall survive the expiration or termination of this Lease.
15.2 Removal of Tenant Property. Trade fixtures, furniture and other personal
property installed or placed in the Premises at the cost of Tenant shall be the property of Tenant
unless otherwise specified in this Lease and Tenant shall remove the same, at Tenant's sole
expense,prior to the termination of this Lease. Tenant shall,at its own cost and expense,promptly
and completely repair any and all damage to the Premises resulting from or caused by such
removal. If Tenant fails to remove all or any of such property,Landlord may at Landlord's option
retain all or any of such property and title thereto shall thereupon vest in Landlord, or Landlord
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may remove from the Premises and dispose of in any manner all or any of such property, in which
latter event Tenant shall, upon demand, promptly pay to Landlord the actual expense of such
removal and disposition and the cost of repair of any and all damage to the Premises resulting from
or caused by such removal. Notwithstanding the foregoing or anything herein to the contrary,
upon the termination of this Lease,Tenant shall promptly remove from the Premises and Building,
or label,at Tenant's sole expense,all wiring installed by or for Tenant during the term of the Lease,
to the extent that the Premises and Building will not contain any "abandoned" wiring as defined
by the National Electric Code,as the same may be incorporated in any applicable laws,ordinances,
codes, and regulations. If Tenant fails to remove or label all such wiring to the extent that the
Premises and Building comply with all applicable laws, ordinances, codes, and regulations,
Landlord may at Landlord's option remove and dispose of the same, in which event Tenant shall,
upon demand,promptly pay to Landlord the actual expense of such removal and disposition. The
terms and Tenant obligations set forth in this Section 16.2 shall survive the expiration or
termination of this Lease.
16. INSOLVENCY
In the event Tenant becomes insolvent or files a voluntary petition in bankruptcy or
becomes involuntarily bankrupt, or if a receiver, assignee, or other liquidating officer is appointed
for the business of Tenant,then Landlord at its option may immediately cancel this Lease by notice
to Tenant to that effect.
17. DEFAULT AND REMEDY
17.1 Tenant Default and Remedy. All rights and remedies of Landlord herein
enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law.
In addition to the other remedies in this Lease provided, Landlord shall be entitled to the restraint
by injunction of the violation or attempted violation of any of the covenants, agreements, or
conditions of this Lease. Each of the following events will constitute a material breach by Tenant
and a"Default" under this Lease:
(a) If Tenant shall: (i) apply for or consent to the appointment of a receiver,
trustee or liquidation of Tenant or of all or a substantial part of its assets; (ii) file a voluntary
petition in bankruptcy or admit in writing its inability to pay its debts as they come due; (iii)make
a general assignment for the benefit of creditors; (iv) file a petition or an answer seeking
reorganization or arrangement with creditors or to take advantage of any insolvency law; or (v)
file an answer admitting the material allegations of a petition filed against Tenant in any
bankruptcy, reorganization or insolvency proceeding, or if an order,judgment or decree shall be
entered by any court of competent jurisdiction adjudicating Tenant a bankrupt or insolvent or
approving a petition seeking reorganization of Tenant or appointing a receiver,trustee or liquidator
of Tenant or of all or a substantial part of its assets,then, in any of such events,Landlord may give
to Tenant a notice of intention to end the Lease, specifying a day not earlier than ten (10) days
thereafter, and upon the giving of such notice the Lease and all right, title and interest of Tenant
hereunder shall expire as fully and completely on the day so specified as if that day were the date
herein specifically fixed for the expiration of the Lease.
(b) If Tenant defaults in the payment of any sum due under this Lease and such
default continues for five (5) days, or defaults in the prompt and full performance of any other
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provision of this Lease and such default continues for thirty(30) days after written notice of such
default, or if the leasehold interest of Tenant be levied upon under execution or be attached by
process of law then and in any such event Landlord may, at its election,either terminate the Lease
and Tenant's right to possession of the Premises or, without terminating this Lease, endeavor to
relet the Premises. Nothing herein shall be considered so as to relieve Tenant of any obligation,
including the payment of Rent, as provided in this Lease.
(c) Upon any termination of this Lease, Tenant shall surrender possession and
vacate the Premises immediately, and deliver possession thereof to Landlord, and Tenant hereby
grants to Landlord full and free license to enter into and upon the Premises in such event with or
without process of law and to repossess Landlord of the Premises as of Landlord's former estate
and to expel or remove Tenant and any others who may be occupying or within the Premises and
to remove any and all property therefrom, using such force as may be necessary, without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without
relinquishing Landlord's right to Rent or any other right given to Landlord hereunder or by
operation of law.
(d) If Landlord elects, without terminating the Lease, to endeavor to relet the
Premises,Landlord may,at Landlord's option,enter into the Premises,remove Tenant's signs and
other evidence of tenancy,and take and hold possession thereof as in paragraph(c)of this Section
18 provided,without such entry and possession terminating the Lease or releasing Tenant,in whole
or in part, from Tenant's obligation to pay the Rent hereunder for the full Lease term hereinafter
provided. Upon and after entry into possession without terminating of the Lease, Landlord may
relet the Premises or any part thereof for the account of Tenant to any person other than Tenant for
such Rent, for such time and upon such terms as Landlord shall determine. In any such case,
Landlord may make repairs, alterations, and additions in or to the Premises, and redecorate the
same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand,
pay the cost thereof, together with Landlord's expense of the reletting. If the consideration
collected by Landlord upon any such reletting for Tenant's account is not sufficient to pay monthly
the full amount of the Rent reserved in this Lease, together with the cost of repairs, alterations,
additions,redecorating and Landlord's expenses,Tenant shall pay to Landlord the amount of each
monthly deficiency upon demand.
(e) If Landlord elects to terminate this Lease for any of the contingencies
specified in this Section 17, it being understood that Landlord may elect to terminate the Lease
after and notwithstanding its election to terminate Tenant's right to possession as in paragraph(b)
of this Section 17 provided, Landlord shall forthwith upon such termination be entitled to recover
as damages, and not as a penalty, an amount equal to the then present value of the Rent provided
in this Lease for the residue of the stated Lease term hereof.
(f) Any and all property which may be removed from the Premises by Landlord
pursuant to the authority of the Lease or of law, to which Tenant is or may be entitled, may be
handled,removed or stored by Landlord at the risk,cost and expense of Tenant and Landlord shall
in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to
Landlord, upon demand, any and all expenses incurred in such removal and all storage charges
against such property so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not removed from the Premises or retaken from storage by
Tenant within thirty(30)days after the end of the Lease term or of Tenant's right to possession of
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the Premises, however terminated, shall be conclusively deemed to have been forever abandoned
by Tenant and either may be retained by Landlord as its property or may be disposed of in such
manner as Landlord may see fit.
(g) Tenant agrees that if it shall at any time fail to make any payment or perform
any other act on its part to be made or performed under this Lease,Landlord may, but shall not be
obligated to, and after reasonable notice or demand and without waiving,or releasing Tenant from
any obligation under this Lease, make such payment or perform such other act to the extent
Landlord may deem desirable, and in connection therewith to pay expenses and employ counsel.
(h) If Tenant defaults,Landlord shall also be entitled to recover the full amount
of Rent for any prior period of the Lease term during which Rent was abated.
(i) Tenant hereby waives and surrenders all rights and privileges which it might
have under or by reason of any present or future law to redeem the Premises, or to have a
continuance of this Lease for the remainder of the term after being dispossessed or ejected
therefrom by process of law,or under the terms of this Lease,or after the termination of this Lease
as herein provided.
(j) Tenant agrees to continuously and in good faith operate and conduct its
business at the Premises. In the event that Tenant ceases operations in the Premises for a period
of sixty (60) days or more, Landlord hall have the right, but not the obligation, to terminate this
Lease and recapture the Premises immediately upon notice to Tenant, in which event,Tenant shall
within two(2)business days after receipt of such notice(a)reimburse Landlord for all unamortized
tenant improvement monies provided by the Landlord, (b) reimburse Landlord for all of the
unamortized real estate brokerage commissions paid by Landlord, and (c) pay Landlord for all
costs, expenses, and charges through and including the date of termination (including but not
limited to Base Rent and Additional Rent). Landlord further reserves all rights and remedies
afforded Landlord under this Lease, at law, or in equity.
17.2 Landlord Default and Remedy. Landlord shall in no event be in default in the
performance of any of its obligations in this Lease unless and until Landlord shall have failed to
perform such obligation within thirty (30) days (or such additional time as is reasonably required
to correct any such default)after written notice by Tenant to Landlord properly specifying wherein
Landlord has failed to perform any such obligation. If Landlord has previously provided Tenant
with written notice specifying the name and address of Landlord's current mortgagee(s) (each, a
"Current Lender"), Tenant also agrees to simultaneously provide a copy of any default notice
provided to Landlord (a "Landlord Default Notice") to each identified Current Lender. Tenant
agrees that: (a)each Current Lender shall have a period of thirty(30)days(or such additional time
as is reasonably required to correct any default specified in the Landlord Default Notice)from the
date the Landlord Default Notice is provided to each Current Lender to remedy a default by
Landlord under this Lease and(b)Tenant shall not exercise any of its rights or remedies under this
Section 17.2 until such cure period has expired. Tenant acknowledges that the Current Lender(s)
shall have no obligation to cure a default by Landlord under this Lease. If Landlord or any Current
Lender fails to cure a properly identified default within the cure periods specified above, then
Tenant shall have all the rights and remedies, equitable or legal, provided under the laws of the
state where the Premises is located,provided, however: (aa)Tenant shall have no right to offset or
abate Rent in the event of any default by Landlord under this Lease, except to the extent offset
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rights are specifically provided to Tenant in this Lease;(bb)Tenant shall have no right to terminate
this Lease without a court order; and(cc) Tenant's rights and remedies hereunder shall be limited
to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or
(ii) this Lease otherwise expressly limits Tenant's rights or remedies. Notwithstanding anything
to the contrary in this Lease, Landlord shall not be liable for special consequential or punitive
damages in connection with this Lease. Notwithstanding the foregoing provisions of this Section
17.2, Tenant acknowledges that Tenant's sole remedy for Landlord's failure to deliver possession
of the Premises on or before the Possession Date shall be as provided in Section 3.3 of this Lease.
18. NON-WAIVER OF DEFAULTS
No waiver of any default by either party hereunder shall be implied from any omission by
the other party to take any action on account of such default if such default persists or is repeated,
and no express waiver shall affect any default other than the default specified in the express waiver,
and that only for the time and to the extent therein stated. The acceptance by Landlord of Rent
with knowledge of the breach of any of the covenants of this Lease by Tenant shall not be deemed
a waiver of any such breach. One or more waivers of any breach of any covenant,term or condition
of this Lease shall not be construed as a waiver of any subsequent breach of the same covenant,
term, or condition. The consent or approval by Landlord to or of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's
consent or approval to or of any subsequent similar acts by Tenant. No receipt of money by
Landlord from Tenant after the termination of this Lease or after the service of any notice or after
the commencement of any suit, or after final judgment for possession of the Premises, shall
reinstate, continue, or extend the term of this Lease or affect any such notice, demand, suit, or
judgment, or imply consent to any action for which Landlord's consent is required.
19. NON-PERFORMANCE BY TENANT
If Tenant shall default in the performance of any covenant on its part to be performed by
virtue of any provisions of this Lease,Landlord may(but shall not be required to),after any notice
and the expiration of any period with respect thereto as required pursuant to the applicable
provisions of this Lease,perform the same for the account of Tenant. If Landlord, at any time, is
compelled to pay or elects to pay any sum of money or do any acts which would require the
payment of any sum of money by reason of the default of Tenant, or if Landlord is compelled to
incur any expense, including attorneys' fees, in instituting,prosecuting or defending any action or
proceeding instituted by reason of the default of Tenant,the sum or sums so paid by Landlord with
interest at the rate of eighteen percent(18%)per annum from the date paid until the date repaid by
Tenant,plus costs and damages, shall be deemed to be Additional Rent hereunder and shall be due
from Tenant to Landlord on the first day of the month following the incurring of such expenses.
20. ENVIRONMENTAL WARRANTY AND INDEMNIFICATION AGREEMENT
This Section of the Lease shall govern any and all issues regarding Hazardous Materials.
20.1 Definitions for Purposes of this Lease.
(a) "Hazardous Material" means: (i) "hazardous substances" or "toxic
substances" as those terms are defined by the Comprehensive Environmental Response,
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16F1
Compensation and Liability Act(CERCLA),42 U.S.C. §9601,et seq.,or the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801, the Toxic Substances Control Act, 15 U.S.C. § 2601, et
seq., the Emergency Planning and Community Right-to-Know Act(EPCRA) 42 U.S.C. § 11001,
et seq.; the Federal Insecticide, Fungicide and Rodenticide Act 7 U.S.C. § 136, et. seq., the
Occupational Safety and Health Act 41 U.S.C. § 35, et. seq., the Clean Air Act 42 U.S.C. § 7401,
et. seq.;the Clean Water Act 33 U.S.C. § 1251, et seq., or the Safe Drinking Water Act 42 U.S.C.
§ 300f et. seq., all as currently amended and amended after this date; (ii) "hazardous wastes," as
that term is defined by the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. § 6901,
et seq., as currently amended and amended after this date; (iii) crude oil or any fraction thereof
which is liquid at standard conditions of temperature and pressure(60 degrees Fahrenheit and 14.7
pounds per square inch absolute); (iv) any radioactive material, including any source, special
nuclear or by-product material as defined at 42 U.S.C. § 2011, et seq., as currently amended and
amended after this date; (v) asbestos in any form or condition; and (vi)polychlorinated biphenyls
(PCB's) or substances or compounds containing PCB's.
(b) "Environmental Laws"means: all applicable federal, state, and local laws,
regulations,and ordinances relating to public health and safety and protection of the environment,
including but not limited to those statutes, laws, regulation, and ordinances identified in
subparagraph(a) all as amended and modified from time to time.
(c) "Contamination" means: the presence of Hazardous Material(s) in
concentrations which require remediation under applicable Environmental Laws.
20.2 Tenant Representations. Tenant represents, warrants,and covenants to Landlord
that during the Initial Term and all Renewal Terms:
(a) Other than the initial certificate of occupancy and related permits, Tenant
has obtained and complied, and will continue to obtain and comply with all governmental permits
required by applicable Environmental Laws relating to the use or operation of the Premises.
(b) Tenant has not permitted and will not permit to occur any release or disposal
of Hazardous Material, on, in, under, or from the Property. Tenant,however,will be permitted to
generate,manufacture,store,treat and transport,in compliance with all Environmental Laws,those
Hazardous Materials necessary in Tenant's business. Tenant agrees to provide Landlord with
Material Safety and Data Sheets for all Hazardous Materials used in Tenant's business.
(c) Tenant will notify Landlord in writing of all written complaints, claims,
citations, demands, inquiries, reports, notices or spills or releases of hazardous materials relating
to compliance with Environmental Laws within five(5)business days of Tenant's receipt thereof.
To the extent possible, Tenant will promptly cure and resolve any such actions and proceedings
that result from any Contamination caused solely by Tenant or Tenant's officers, agents,
employees, contractors, customers, licensees, or invitees (collectively, "Tenant's Agents").
Tenant will keep the Property free of any lien imposed pursuant to any Environmental Law for
any Contamination caused solely by Tenant or Tenant's Agents.
(d) If Tenant fails to undertake to cure a violation of any of the foregoing
warranties, representations, and covenants within a reasonable time, Landlord may cause the
removal of any Contamination from the Property in accordance with Environmental Laws. As to
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16F1
Contamination caused solely by Tenant or Tenant's Agents, the reasonable costs of any
remediation of said Contamination required by Environmental Laws will be Additional Rent under
this Lease, and such reasonable costs will become due and payable on demand by Landlord, but
only if Tenant fails to undertake to comply with this paragraph within a reasonable time.
(e) Tenant agrees to indemnify, defend, and hold Landlord, its affiliates, and
their respective shareholders, directors, officers, directors, employees, and agents free and
harmless from and against all losses, liabilities, obligations,penalties, claims, litigation, demands,
defenses, costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind (including attorneys' fees and investigation costs, whether
defending or prosecuting any litigation, claim or proceeding) that may at any time be imposed
upon, incurred by, or asserted or awarded against the foregoing in connection with or arising from
or out of:
(i) any Contamination which has been caused by Tenant or Tenant's
Agents on, in, or under or affecting all or any portions of the Property;
(ii) any misrepresentation, inaccuracy or breach of any warranty,
covenant or agreement contained (other than (e)(i) above) or referred to in this
Section of the Lease by Tenant;
(iii) any violation or claim of violation by Tenant or Tenant's Agents of
any Environmental Law (other than (e)(i) or (e)(ii) above) that Tenant does not
diligently undertake to resolve within a reasonable time.
Tenant's indemnification obligations shall survive the termination of this Lease.
21. HOLDOVER TENANCY
If, without the execution of a new lease or written extension and with the consent of
Landlord, Tenant shall hold over after the expiration of the Initial Term or any Renewal Term of
this Lease, Tenant shall be deemed to be occupying the Premises as a tenant from month to month,
which tenancy may be terminated by either Landlord or Tenant upon thirty (30)days prior written
notice to the other. During any holdover tenancy, Tenant agrees to pay to Landlord five percent(
5%)of the monthly installment of Base Rent and Additional Rent which was payable in the month
immediately preceding the month in which the expiration or termination occurs, and to be
otherwise bound by all of the other terms, covenants and conditions as herein specified.
22. CONDEMNATION
If the whole or any part of the Premises shall be taken under the power of eminent domain,
then the Lease shall terminate as to the part taken on the day when Tenant is required to yield
possession thereof,and Landlord,to the extent of the condemnation award,shall make such repairs
and alterations as may be necessary in order to restore the part not taken to useful condition. The
Base Rent shall be reduced proportionately as to the part of the Premises taken, the reduction to
be effective on the date that Tenant is required to yield possession. If the amount of the Premises
so taken is such as to impair substantially the usefulness of the Premises for the purposes for which
the same are hereby leased,then either party shall have the option to terminate this Lease as of the
21
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16F1
date when Tenant is required to yield possession.All compensation awarded for such taking of the
fee and the leasehold shall belong to and be the property of Landlord.
23. NOTICES
Whenever in this Lease it shall be required or permitted that notice, approval, advice,
consent or demand be given or served by either party to this Lease to or on the other, such notice
or demand shall not be deemed to have been duly given or served unless in writing and delivered
by hand delivery, with receipt acknowledged in writing; by certified mail, prepaid, return receipt
requested; or by next-day delivery by a nationally-recognized courier service, to Landlord's and
Tenant's addresses set forth in Sections 1.1(a)and 1.1(b),respectively,of this Lease(or such other
address as may be given by one party to the other pursuant to this Section 24); and in the case of
notice or demand to Landlord, a copy thereof shall be simultaneously delivered to CBRE pursuant
to Exhibit C attached hereto and made a part hereof.
24. RIGHTS RESERVED BY LANDLORD
24.1 Rights Reserved. Landlord reserves certain rights pertaining to the Premises,
Building, and Property, including but not limited to the following:
(a) To name the Building and to change the name or street address of the
Building. Tenant agrees to fully cooperate in good faith with Landlord's efforts to promote the
use of such trade name(s)and slogan(s)as Landlord may adopt from time to time for the retail and
restaurant levels of the Building, if applicable.
(b) To install and maintain a sign or signs on the exterior or interior of the
Building or elsewhere on the Property.
(c) To exhibit the Premises to prospective tenants during the last twelve (12)
months of the Initial Term or any Renewal Term or immediately upon default by Tenant, and to
any prospective purchaser, mortgagee, or assignee of any mortgage on the Property and to others
having a legitimate interest at any reasonable time during the Initial Term or any Renewal Term
with notification and presence of the Tenant with twenty-four(24)hours advance notice to Tenant.
(d) To reconfigure the site plan and/or common areas of the Property as may be
required or approved by any applicable governmental entity.
(e) At any time in the event of an emergency,and otherwise at reasonable times,
to take any and all measures, including inspections, repairs, alterations, additions and
improvements to the Premises or to the Building or the Property,as may be necessary or reasonably
deemed desirable by Landlord for the safety, protection or preservation of the Premises, the
Building, the Property or Landlord's interests, or as may be necessary or reasonably deemed
desirable by Landlord in the operation or improvement of the Building or Property or in order to
comply with all laws, orders and requirements of any governmental or other authority.
(f) Tenant shall submit to Landlord all advertising, sales promotion and other
publicity matters containing the name of the Building, the name of Landlord, its parent,
subsidiaries or affiliates,or depicting the Building,for approval by Landlord,which approval may
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16F1
not be unreasonably withheld. Notwithstanding the foregoing,Tenant need not submit advertising,
sales promotion and other publicity matters containing only the address of the Premises.
(g) To constantly have pass keys to the Premises for emergency use only.
(h) Tenant shall furnish Landlord with "after hours" emergency telephone
numbers for Tenant's manager(s) so that Landlord is able to contact Tenant.
25. SIGNAGE
Subject to Landlord's review and approval, Tenant shall have the right to install signage
on the glass windows above Tenant's entrance. All signage must be approved by Landlord in
writing. Tenant shall indemnify and hold harmless Landlord from any and all liability from any
loss or damage or injury to persons or property connected with or arising out of any sign or signs
or the rights granted to Tenant herein. Tenant shall not display any sign, lettering, or lights on or
adjacent to the exterior walls of the Premises, including, without limitation, both interior and
exterior surfaces of windows and all surfaces of the Premises except as expressly permitted.
Tenant shall not attach any sign to the inside of any window of the Premises which may be visible
through such window from the outside of the Building. Tenant shall at no time utilize any hand-
drawn signs, scotch plaid decal strips or flashing or neon signs or lights in the Premises. Any sign,
lettering, lights or display visible from the exterior of the Premises which does not meet the above
criteria may be removed at any time by Landlord without incurring any liability therefor.
26. MISCELLANEOUS PROVISIONS
26.1 Term "Landlord". The term"Landlord"as used in this Lease so far as covenants
or obligations on the part of Landlord are concerned shall be limited to mean and include only the
owner or owners at the time in question of the Premises and in the event of any transfer or transfers
of the title to the Premises, Landlord herein named (and in case of any subsequent transfers or
conveyances, the then Landlord) shall be automatically freed and relieved from and after the date
of such transfer or conveyance of all liability in respect to the performance of any covenants or
obligations on the part of Landlord contained in this Lease thereafter to be performed.
26.2 Captions of Paragraphs. The captions of the paragraphs in this Lease are for
convenience only and shall not be considered or referred to in resolving questions of interpretation
or construction. The parties hereby agree that they have read and fully understand all terms,
conditions and covenants contained within this Lease and enter the Lease freely, without
reservation. This Lease shall not be construed as if prepared by one of the parties, but rather
according to its fair meaning as a whole, as if both parties had prepared it.
26.3 Terms"Landlord"and "Tenant." The terms"Landlord"and"Tenant"wherever
used herein shall be applicable to one or more persons, as the case may be, and the singular shall
include the plural, and the neuter shall include the masculine and feminine, and if there be more
than one, the obligations hereof shall be joint and several.
26.4 Words"person" and"persons". Both the word"person"and the word"persons"
wherever used in this Lease shall include individuals, partnerships, firms, associations, limited
liability companies and corporations or any other form of business entity. In the event that two or
23
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Classification:Internal Use
I Fi
more individuals, corporations, partnerships, limited liability companies or other business
associations(or any combination of two or more thereof)shall sign this Lease agreement as Tenant,
the liability of each such individual, corporation, partnership, limited liability company or other
business association to pay Rent and perform all other obligations hereunder shall be deemed to
be joint and several. In like manner, in the event that Tenant named in this Lease shall be a
partnership or other business association the members of which are, by virtue of statute or general
law, subject to personal liability, then in the event, the liability of each such member shall be
deemed to be joint and several.
26.5 Rights, Options, Election, Powers, and Remedies. The various rights, options,
elections, powers and remedies contained in this Lease shall be construed as cumulative and no
one of them shall be exclusive of any of the others,or of any other legal or equitable remedy which
either party might otherwise have in the event of breach or default in the terms hereof, and the
exercise of one right or remedy by such party shall not impair its right to any other right or remedy
until all obligations upon the other party have been fully performed.
26.6 Time. Time is of the essence with respect to the performance of each of the
covenants and agreements under this Lease.
26.7 Provisions Binding. Each and all the provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto and as otherwise specifically provided elsewhere
in this Lease, their respective heirs, executors, administrators, successors and assigns, subject at
all times, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with
respect to the assignment,transfer,encumbering or subletting of all or any part of Tenant's interest
in this Lease.
26.8 Governing Law. This Lease shall be interpreted in accordance with the law of the
State of Florida.
26.9 Covenants and Agreements. This Lease contains all covenants and agreements
between Landlord and Tenant relating in any manner to the rental, use and occupancy of the
Premises and Tenant's licensed use of the Building and the other matters set forth in this Lease.
No prior agreement or understanding pertaining to the same shall be valid or of any force or effect,
and the covenants and agreements of this Lease cannot be altered, changed, modified, or added to
except in writing signed by both Landlord and Tenant. No representation, inducement,
understanding or anything of any nature whatsoever made, stated, or represented on Landlord's
behalf, either orally or in writing (except this Lease), has induced Tenant to enter into this Lease.
In the event of variation or discrepancy, Landlord's original copy of the Lease shall control.
26.10 Invalid or Illegal Provisions. Any provision or provisions of this Lease which
shall prove to be invalid, void, or illegal shall in no way affect, impair or invalidate any other
provision hereof, and the remaining provisions hereof shall nevertheless remain in full force and
effect.
26.11 Effective Date of Conditions, Covenants and Agreements. Except with respect
to those conditions, covenants, and agreements of this Lease which by their nature could only be
applicable after the commencement of,during or throughout the term of this Lease, all of the other
24
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Classification:Internal Use
6 FI
conditions, covenants and agreements of this Lease shall be deemed to be effective as of the date
of execution of this Lease.
26.12 Lease Commissions. Tenant represents and warrants that it has not dealt with a
broker who could be entitled to a commission or fee in connection with this transaction, and that
no other broker, agent, or other person brought about this transaction, other than Broker, and
Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other
broker, finder agent or other person claiming a commission or other form of compensation by
virtue of having dealt with Tenant with regard to this leasing transaction, provided, however
Landlord has agreed to pay a commission to Broker, pursuant to a separate agreement (the "Real
Estate Commission"). The provisions of this Section 26.12 shall survive the termination of this
Lease.
26.13 Relationship of Landlord and Tenant. Nothing contained herein will be deemed
or construed by the parties hereto, nor by any third party, as creating the relationship of principal
and agent or of partnership or of joint venture between the parties hereto, it being understood and
agreed that neither the method of computation of Rent, nor any other provision contained herein
nor any acts of the parties herein, shall be deemed to create any relationship between the parties
hereto other than the relationship of landlord and tenant.
26.14 Recording of Lease; Confidentiality. Tenant agrees that it will not record this
Lease. However, the Lease will be filed with the Board Minutes and Records Department of the
Clerk of the Circuit Cour and Comptroller, Collier County, Florida.
26.15 Submission of Lease. The submission of this Lease,whether in blank form or with
all or some of the blanks herein completed, shall not vest in Tenant any rights with respect to the
Premises,the Building or the Property or be deemed, in any respect,to be binding upon Landlord.
Until all of Landlord,Tenant,and any required guarantor(s)have executed this Lease,Tenant shall
not be deemed to have acquired any rights with respect to the Premises, the Building or the
Property.
26.16 No Personal Liability. Landlord, and any person, partnership, firm, limited
liability company or corporation comprising Landlord shall not have any personal liability with
respect to any of the provisions of this Lease. Tenant's sole recourse shall be against the Building,
and the real and personal property comprising the same for the satisfaction of any of Tenant's
claims and remedies. Notwithstanding anything contained in this Lease(including but not limited
to Section 18 of the Lease) to the contrary, Landlord shall not have any liability for any claim of
loss of business or interruption of operations,or for any indirect,consequential,special,or punitive
damages or losses whatsoever.
26.17 Force Majeure. In the event Landlord shall be delayed or hindered in or prevented
from the performance of any obligation required under this Lease by reason of strikes, lockouts,
inability to procure labor or materials, failure of power, fire or other casualty, acts of God,
restrictive governmental laws or regulations, riots, insurrection, terrorist acts, war, or any other
reason not within the reasonable control of Landlord,then the performance of such obligation shall
be excused for a period of such delay, and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay.
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16F1
26.18 Tenant's Authority. The person executing this Lease hereby represents and
warrants to Landlord that Tenant is a duly constituted Public Officer in good standing in the state
where the Premises is located, and that such person is duly authorized by the governing body of
Tenant to execute and deliver this Lease on behalf of Tenant.
26.19 Financial Statements. Reserved.
26.20 Waiver of Jury Trial. Tenant hereby knowingly and voluntarily waives the right
to a jury trial in any action, proceeding, or permissive counterclaim involving any matters
whatsoever arising out of or in any way connected with the Lease, the relationship of Landlord
and Tenant, Tenant's use or occupancy of the Premises, or any claim for injury or damage.
26.21 Implied Warranties. Tenant acknowledges and agrees that except as expressly
set forth herein, neither Landlord nor any person acting under Landlord has made or implied any
representations or warranties concerning this Lease, the Building, the Property, or the Premises,
or their condition or suitability for Tenant's use, and to the extent permitted by applicable law,
Tenant waives any and all implied warranties (including but not limited to any warranty of
suitability or fitness for a particular purpose).
26.22 Anti-Terrorism Warranty. Tenant hereto represents and warrants to Landlord
that Tenant is not, and is not acting, and shall not at any time during the term of the Lease act,
directly or indirectly, for or on behalf of any person or entity, named as a Specially Designated
National and Blocked Person(as defined in Presidential Executive Order 13224), and that Tenant
is not engaged in this transaction, directly or indirectly, on behalf of, and is not facilitating this
transaction, directly or indirectly, on behalf of, any such person or entity. Tenant hereby agrees to
defend, indemnify, and hold harmless Landlord from and against any and all claims, damages,
losses, risks, liabilities, and expenses (including attorneys' fees and costs) arising from or related
to any breach of the foregoing representations and warranties.
26.23 Discrimination. Tenant agrees that it shall not discriminate upon the basis of race,
color, sex, creed, handicap or national origin in its use and occupancy of the Premises.
26.24 Lien. Tenant hereby assigns, pledges, transfers, and grants to Landlord a security
interest in all of Tenant's goods, wares, merchandise, inventory, furniture, fixture, machinery,
equipment, and other personal property of Tenant now or in the future situated on or in the
Premises, and this Lease shall constitute a security agreement under the Uniform Commercial
Code as adopted by the state where the Premises is located. None of the goods, wares,
merchandise, inventory, furniture, fixtures, machinery, equipment, or other personal property of
Tenant situated on or in the Premises shall be removed from the Premises without the prior written
consent of Landlord unless all Rent, and all other charges and sums then due to Landlord shall
have been paid and discharged in full,and no default by Tenant has occurred. Upon the occurrence
of an event of default by Tenant under this Lease, Landlord shall have the option, in addition to
any other remedies provided at law, in equity or under this Lease to enter into the Premises with
or without the permission of Tenant and take possession of any and all goods,wares,merchandise,
inventory,furniture,fixtures,machinery,equipment and other personal property of Tenant situated
on or in the Premises without liability for trespass or conversion and to enforce the first lien and
security interest hereby granted in any manner provided by law. Tenant hereby acknowledges and
agrees that Landlord shall have the right to, from time to time, file with the Secretary of State of
26
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Classification:Internal Use
6 F 1 440
the state where the Premises is located and other applicable governmental entities UCC Financing
Statements evidencing the foregoing lien in favor of Landlord.
26.25 Sprinklers. If there now is or shall be installed in the Building a sprinkler system,
heat, or smoke detection system or any other so-called life-safety system and any such system or
any of its appliances shall be damaged or injured or not in proper working order by reason of any
act or omission of Tenant,Tenant's agents,servants,employees,contractors,visitors,or licensees,
Tenant shall promptly restore the same to good working condition; and if Landlord's insurer, or
any bureau, department or official of the state, county or city government, or any governmental
authority having jurisdiction,requires or recommends that any changes,modifications,alterations,
or additional equipment be made or supplied in or to any such system by reason of Tenant's
business or the location of partitions, trade fixtures, or other contents of the Premises, or if any
such changes, modifications, alterations or additional equipment become necessary to prevent the
imposition of a penalty or charge against the full allowance for any such system in the insurance
rate as fixed by said governmental authority or by Landlord's insurance company,Tenant shall, at
Tenant's expense, promptly make and supply such changes, modifications, alterations or
additional equipment.
26.26 Air Rights. This Lease does not grant any easements or rights for light, air, or
view. Any diminution or blockage of light, air or view by any structure or condition now or later
erected will not affect this Lease or impose any liability on Landlord.
27. RESERVED
28. RESERVED
29. RESERVED
30. RESERVED
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
27
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t6F1
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date
first set forth above.
LANDLORD:
FIFTH THIRD BANK, NATIONAL
ASSOCIATION
By: a
Na -n e
ilTit =. AVP, Fifth Third Bank
EWS Ke state Manager
And By:
Name: 0171aS A Ocg
Title: VP-Director of Corporate R0a1 Estate
TENANT:
COLLIER COUNTY, a political subdivision
of the State of Florida, its successors, and
assigns
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY, FLORIDA
CRYSTAL K. KINZEL, Clerk of the
Circuit Cou t'a_pd Comptroller
• f / -i..;(2; --/- .2.4? _
By:
?, , Deputy Clerk RICK LOCASTRO, Chairman
Attest as to Chairman S
. *mature only.
A..rov• d as • fo, . -• legality:
/ i j0 "" IC .
i E ,, 24`.1 \(i,
Derek D. Perry, Assistant Coun rAttorney N
28 O
CI%
Classification:Internal Use
16 F1
EXHIBIT A
TO
LEASE FROM
FIFTH THIRD BANK
TO
COLLIER COUNTY, a political subdivision of the State of Florida, its successors, and
assigns
Plan of the Premises
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/r Tenant's Premises
HEMS WOMENS
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.
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r 1 EXISTING FLOOR PLANS
29
O
Classification:Internal Use (V
I 6 F 1
EXHIBIT B
TO
LEASE FROM
FIFTH THIRD BANK
TO
COLLIER COUNTY, a political subdivision of the State of Florida, its successors, and
assigns
Rules and Regulations
Tenant agrees to comply with the following rules and regulations and with such modifications
thereof and additions thereto as Landlord may hereafter from time to time make for the Building
and Property. Landlord shall not be responsible for the nonobservance by any other tenant of any
of said rules and regulations:
1. All deliveries or shipments of any kind to and from the Premises, including loading
and unloading of goods, shall be made to the Building loading dock or off the street as designated
by Landlord or at any other location designated by Landlord, and only at such times designated
for such purposes by Landlord.
2. All garbage and refuse shall be stored in the type of container specified by Landlord
and shall be placed at the location upon the Property designated by Landlord, for collection (at
times specified by Landlord) by contractors, as and may from time to time, be designated by
Landlord as part of common area maintenance. Tenant shall store soiled or dirty linen in approved
fire rating organization metal containers with self-closing fusible link covers.
3. No radio, television, phonograph, or other similar devices, or aerial or dish
(microwave or otherwise)(inside or outside the Premises) shall be installed without first obtaining
in each instance the Landlord's prior written consent, and if such consent be given,no such device
shall be used in a manner so as to be heard or seen outside the Premises.
4. Tenant shall keep the area in front of the Premises and at the rear of the Premises
clean and free from dirt and rubbish, and Tenant shall not place, suffer, or permit any obstruction
in such areas.
5. Tenant shall not use the common areas for business or promotional purposes,unless
otherwise specifically permitted in Tenant's Lease with Landlord.
6. The plumbing, electrical and other facilities within or serving the Premises shall
not be used for any purposes other than for which they were constructed,and no foreign substances
of any kind shall be thrown therein.
7. Tenant shall be required to obtain the prior written consent of Landlord and use
only authorized office moving companies when moving in or out of the Building. Tenant shall
coordinate the times and method of moving in or out of the Building with Landlord.
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Classification:Internal Use
6 F 1
8. In order to maintain an environment that is safe and free of violence, Landlord
prohibits the wearing, transporting, storage, presence or use of weapons on any part of the
Property,regardless of whether the person is licensed to carry the weapon.Tenant shall at all times
observe this policy and take all actions necessary or appropriate to enforce this policy with respect
to its employees, agents, contractors, subcontractors, invitees, licensees and customers. Tenant
must further ensure that: (i) any agent, employee, contractor, or subcontractor who violates this
policy will be subject to disciplinary action,up to and including dismissal, and(ii)any of Tenant's
agents, employees, contractors, subcontractors, invitees, licensees, or customers who violate this
policy will be immediately removed from the Property and reported to the police authorities.
Landlord shall have no obligation to ensure, and Tenant shall be solely responsible for ensuring,
that said Tenant and its respective agents, employees, contractors, subcontractors, invitees,
licensees,and customers comply with this policy and any further rules and regulations with respect
to the presence of a weapon on the Property.
9. Tenant shall not burn trash or garbage in or about the Premises.
10. Tenant shall not place, suffer or permit displays or decorations on the sidewalks
adjacent to the Building or on or upon any of the parking or other common areas.
11. Tenant shall keep the Premises at all times at a temperature sufficiently high to
prevent the freezing of water in pipes and fixtures.
12. Tenant shall not use, permit, or suffer the use of any portion of the Premises as
living, sleeping or lodging quarters. Tenant shall not: (i) conduct any auction, distress, fire or
bankruptcy sale (whether real or fictitious) or conduct the type of business commonly referred to
as "discount" or"cut-price"; (ii) allow the sale or offering of any lottery or raffle tickets or permit
any form of games of chance or gambling, in any form, without Landlord's prior written consent;
or(iii) allow the operation of any coin operated or vending machine or pay phone in the Premises,
except in areas reserved solely for the use of Tenant's employees.
13. Tenant shall not exhibit, sell, or offer for sale on the Premises or on the Property
any article or thing except those articles and things essentially connected with the stated use of the
Premises by Tenant.
14. Canvassing, soliciting, or peddling on the Property is prohibited and Tenant shall
cooperate to prevent the same.
15. Tenant will not make or permit to be made any use of the Premises or any part
thereof which would violate any of the covenants,agreements,terms,provisions and conditions of
this Lease or which directly or indirectly is forbidden by public law, ordinance or governmental
regulation or which may be dangerous to life,limb or property,or which may invalidate or increase
the premium cost of any policy of insurance carried on the Property or covering its operation, or
which will suffer or permit the Premises or any part thereof to be used in any manner or anything
to be brought into or kept therein which, in the judgment of Landlord, shall in any way impair or
tend to impair the character, reputation or appearance of the Property as a high quality office and
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Classification:Internal Use
6F1
retail building, or which will impair or interfere with any of the services performed by Landlord
for the Property.
16. No additional locks or similar devices shall be attached to any door or window
without Landlord's prior written consent. No keys for any door other than those provided by
Landlord shall be made. If more than two keys for one location are desired, Landlord will
provide the same upon payment by Tenant. All keys must be returned to Landlord at the
expiration or termination of this Lease.
17. Tenant shall not overload any floor.
18. Tenant shall not contract for any work or service which might involve the
employment of labor incompatible with the Building employees or employees of contractors doing
work or performing services by or on behalf of Landlord.
19. The sidewalks, halls, passages, exits, entrances, elevators, and stairways shall not
be obstructed by Tenant or used for any purpose other than for ingress to and egress from its
Premises. The halls,passages, exits, entrances, elevators, stairways and roof are not for the use of
the general public and Landlord shall in all cases retain the right to control and prevent access
thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the
safety, character, reputation and interests of the Building and its tenants, provided that nothing
herein contained shall be constructed to prevent such access to persons with whom Tenant
normally deals in the ordinary course of Tenant's business unless such persons are engaged in
illegal activities. Neither Tenant nor any employees or invitees of Tenant shall go upon the roof
or mechanical areas of the Building.
20. Tenant shall not accumulate or store in the Premises any wastepaper, sweepings,
rags, rubbish or other combustible matter and Tenant shall surrender such matter to Landlord
without compensation to be handled and disposed by Landlord. Nothing shall be thrown by
Tenant, its employees or guests, out of the windows or doors or down the passages or skylights or
over balcony rails of the Building. Nor shall any waste materials be placed in the hallways or
Building public areas at any time.
21. Tenant shall not use, keep or permit to be used explosives, articles of a dangerous
nature, or keep any foul or noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with
other tenants or those having business therein, nor shall any animals or birds be brought in or kept
in or about the Property.
22. Tenant shall be liable for injury or damage caused by the infraction of any of the
above rules and regulations; or for acts causing damage to the Building. Landlord may at once
repair said damage or injury, charging cost of same to Tenant, which amount shall be part of the
Rent due for the ensuing month.
32
Gs.0
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1 6 F 1
EXHIBIT C
TO
LEASE FROM
FIFTH THIRD BANK
TO
COLLIER COUNTY, a political subdivision of the State of Florida, its successors, and
assigns
Rental address:
Rent shall be mailed to:
CBRE
AAF Fifth Third Bank,National Association
PO Box 632301
Cincinnati, OH 45263-2301
Landlord Notice Addresses
To ensure that all your correspondence may be processed in a timely manner, please ensure that
these are all emailed to:
Fifth Third Bank,National Association
c/o CBRE
53Transmittal@cbre.com
If you prefer to send a hard copy, please remit to the address below:
Fifth Third Bank, National Association
c/o CBRE
38 Fountain Square Plaza
MD 10903L
Cincinnati, OH 45202
Specific questions may be directed to:
Manager of Portfolio Administration
CBRE/Fifth Third Bank,National Association
53Transmittal(&,cbre.com
In addition to the legal addresses required by the lease, please send a copy of all legal notices to
CBRE at the above address and to:
33
c�.
Classification:Internal Use
6Ft '
Fifth Third Bank,National Association
Attention: Senior Vice President, Enterprise Workplace Services
Fifth Third Center
Mail Drop 10903K
38 Fountain Square Plaza
Cincinnati, OH 45202
And:
Fifth Third Bank,National Association
38 Fountain Square Plaza
MD10909F
Cincinnati, OH 45202
Attention: Associate General Counsel—EWS
Fifth Third Bank, National Association Requests the following information to reflect the
correct information:
Request for: Tenant Emergency Contact Information
Tenant Business Name: Management Company:
Email Address: Manager:
Address: Email:
Address 2: Address:
City: Address 2:
State: City:
Zip: State:
Main Phone: Zip
Emergency Phone: Manager Cell Phone:
Please email the completed form above to: 53Transmittal@cbre.com
34
Classification:Internal Use