Florida-Boca Raton-1600 South Dixie Highway Lease - Life Insurance Co. of Georgia and HotelView Corp.
OFFICE LEASE
THIS LEASE, made by and between Life Insurance Company of Georgia
("Landlord") and HotelView Corporation, ("Tenant") as of May 1, 1995.
1. BASIC LEASE PROVISIONS.
This Paragraph is an integral part of the Lease and all defined
terms under the Lease as contained herein shall be governed hereby:
(a) LANDLORD'S MAILING ADDRESS: Life Insurance Company of Georgia
c/o The Investment Centre, Inc.
P. O. Box 105242
Atlanta, Georgia 30348
(b) TENANT'S MAILING ADDRESS: HotelView Corporation
1600 S. Dixie Highway
Suite 3AB
Boca Raton, Florida 33432
(c) PREMISES: Suites 3AB and 3CD in the building
known as Royal Palm Towers III, located at
1600 South Dixie Highway, Boca Raton,
Florida 33432 (The "Building")
(d) RENTABLE AREA: 3,525 square feet
(e) TENANT'S PRO RATA SHARE: N/A
(f) GROSS RENT: As more fully described in Addendum B in
dollars per square foot per annum,
together with any and all applicable sales
or rent tax thereon, on the first day of
each month in advance without demand
and without deduction, counterclaim, or
set off, at the offices of Landlord. (See
Paragraph 4).
(g) RENTAL ADJUSTMENTS: See Paragraph 6.
(h) SECURITY DEPOSIT: $3,535.00 (See Paragraph 7.)
(i) TERM: Twenty four months from the
Commencement date.
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(j) COMMENCEMENT DATE (OF TERM): May 1, 1995
(k) TERMINATION DATE (OF TERM): April 30, 1997
(l) PERMITTED USE: Office (See Paragraph 9.)
(m) RENEWAL OPTION: One, for two years (See Paragraph 33.)
2. PREMISES.
Landlord, in consideration of the covenants and agreements to be
performed by Tenant and on the terms and conditions hereinafter stated, hereby
leases to Tenant and Tenant hereby leases the Premises from Landlord.
3. LEASE TERM.
The initial term of this lease (the "Term") is Twenty-four (24)
months. The Term shall commence on the Commencement Date and shall terminate on
the Termination Date. The Term shall be subject to earlier termination as
hereinafter provided.
4. GROSS RENT.
Tenant agrees to pay to Landlord as rent for the Premises,
without prior notice or demand, and without deduction, counterclaim or set off,
the Gross Rent subject, however, to adjustment as hereinafter provided, on or
before the first day of the first full calendar month of the Term and a like sum
on or before the first day of each and every successive calendar month
thereafter during the Term, except that the first month's Gross Rent shall be
paid upon the execution hereof. Gross Rent for any period during the Term which
is for less than one (1) month shall be prorated portion of the monthly
installment herein, based upon a thirty (30) day month. Gross Rent shall be paid
to Landlord, at its office as set forth in Paragraph 1(a), in lawful money of
the United States of America, which shall be legal tender at the time of payment
or to such other person or at such other place as Landlord may, from time to
time, designate in writing. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly Gross Rent herein stipulated shall be deemed to
be other than on account of the earliest stipulated Gross Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as Gross Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such Gross Rent or pursue any other remedy provided in this
Lease.
5. INTENTIONALLY OMITTED.
6. GROSS RENT ADJUSTMENT.
Notwithstanding anything to the contrary herein contained, it is
agreed by the Landlord and the Tenant that the Gross Rent provided to be paid by
the Tenant to the Landlord under the initial term of this Lease or any renewals
or extensions thereof shall be increased upon
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renewal of this lease and each term thereafter by an amount equal to the lesser
of (a) five (5%) percent of the rent for the year immediately preceding the
renewal or extension or (b) the increase in the cost of living, if any, since
the Commencement Date of the Lease determined in the manner hereinafter set
forth. The cost of living increase in Gross Rent shall be determined by dividing
the Gross Rent (being the rental for the first year of the term of the Lease) by
the index number for the last date for which computation has been made in the
column for "ALL ITEMS" in the table entitled "Consumer's Price Index - U.S. City
Average for all Urban consumers, All Items (1982-84=100)" published monthly in
the "Monthly Labor Review" of the Bureau of Labor Statistics of the United
States Department of Labor (the "Index") for the month which is the third month
immediately prior to the first month of the term of this Lease, and subsequently
multiplying that product by the index number for the month immediately preceding
the commence of the lease year for which the computation is being made. In the
event that the Bureau of Labor Statistics shall change the Index (now
1982-84=100), the new index shall be substituted for the Index in making the
above computation. In no event shall the Gross Rent be diminished by any change
in the Index. In the event that at any time during the term of this Lease, the
U.S. Bureau of Labor Statistics shall discontinue the issuance of the Index or a
substitute therefor, then it is agreed that in such event,t he parties shall
accept comparable statistics on the purchasing power of the consumer dollar, as
published by a responsible financial periodicals of recognized authority chosen
by the Landlord.
7. SECURITY DEPOSIT.
Landlord acknowledges receipt of the Security Deposit which shall
be held by Landlord as security for the faithful performance by Tenant of all
the terms, covenants, and conditions of this Lease to be kept and performed by
Tenant during the term hereof. If Tenant defaults with respect to any provision
of this Lease, including, but not limited to, the provisions relating to the
payment of Gross Rent, Landlord may (but shall not be required to) use, apply or
retain all or any part of this security deposit for the payment of any Gross
Rent or any other sum in default, or for the payment of any amount which
Landlord may spend or become obligated to spend by reason of Tenant's default,
or to compensate Landlord for any other los or damage which Landlord may suffer
by reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall within five (5) days after demand therefore, deposit cash
with Landlord in an amount sufficient to restore the Security Deposit to its
original amount and Tenant's failure to do so shall be a breach of this Lease.
Landlord shall not be required to keep this Security Deposit separate from its
general funds, and Tenant shall not be entitled to interest on such deposit. If
Tenant shall fully and faithfully perform any provision of this Lease to be
performed by it, the Security Deposit or any balance thereof shall be returned
to Tenant (or, at Landlords' option, to the last assignee of Tenant's interest
hereunder) at the expiration of the Lease term. In the event of termination of
Landlords' interest in this Lease, Landlord shall transfer the Security Deposit
to Landlord's successor in interest and shall thereupon be released from all
liability for the return of the Security Deposit, and Tenant shall look solely
to the new landlord for the return of the Security Deposit, and this provision
shall apply toe very transfer or assignment made of the Security Deposit to the
new landlord. The Security Deposit shall not be assigned or encumbered by Tenant
and any attempted assignment or encumbrance by Tenant shall be void.
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8. LEASEHOLD IMPROVEMENTS.
Any and all leasehold improvements are to be completed at the
Tenant's sole cost and expense. The Tenant accepts the demised premises in their
condition as of January 18, 1993 and agrees to return them to this condition
upon termination of, or any extension of, this lease.
9. USE.
Tenant shall use the Premises only for the Permitted Use (as set
forth in Paragraph (1) hereof) and shall not use or permit the Premises to be
used for any other purpose without prior written consent of Landlord. Tenant
shall not do or permit anything to be done in or about the Premises nor bring or
keep anything therein which will in any way increase the existing insurance
rating of the Building or affect any fire or other insurance upon the Building
or any of its contents, or cause cancellation of any insurance policy covering
said Building or any part thereof or any of its contents. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure or annoy them or use or allow the Premises to be used for any
improper, immoral, unlawful or objectional purpose, nor shall Tenant cause,
maintainor permit any nuisance in, on or about the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.
10. COMPLIANCE WITH LAW.
Tenant shall not use the Premises or permit anything to be done
in or about the Premises which will in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may hereafter
be enacted or promulgated.
11. ALTERATIONS AND ADDITIONS.
Tenant shall not make or suffer to be made any alterations,
additions or improvements to or of the Premises or any part thereof without the
written consent of Landlord, which consent shall not be unreasonably withheld,
first had an obtained in each and every instance and any alterations, additions
or improvements to or of said Premises, including, but not limited to, wall
covering, paneling and built-in cabinet work, but excepting movable furniture
and trade fixtures, shall on the expiration of the term become a part of the
realty and belong to the Landlord and shall be surrendered. Landlord's decision
to refuse such consent shall be conclusive.
12. REPAIRS.
(a) Tenant shall, at Tenant's sole cost and expense, keep the
Premises and every part thereof in good condition and repair, damage thereto
from causes beyond the reasonable control of Tenant and ordinary wear and tear
excepted. Tenant shall upon the expiration or sooner termination of this Lease
hereof surrender the Premises to the Landlord in good condition, ordinary wear
and tear and damage from causes beyond the reasonable control of Tenant
excepted. Landlord shall have no obligation to alter, remodel, improve, repair,
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decorate or paint the Premises or any part thereof and the parties hereto affirm
that Landlord has made no representations to Tenant respecting the condition of
the Premises or the building and Tenant's occupancy of the Premises shall be
conclusive evidence that the Premises are satisfactory to Tenant.
(b) Notwithstanding the provisions of Subparagraph (a)
hereinabove, Landlord shall repair and maintain the structural portions of the
Building, including the basic plumbing, air conditioning, heating, roof and
electrical systems, installed or furnished by Landlord, unless such maintenance
and repairs are caused in part or in whole by the act, neglect, fault or
omission of the Tenant, it agents, servants, employees or invitees, in which
case Tenant shall directly and individually, pay to Landlord the reasonable cost
of such maintenance and repairs. landlord shall not be liable for any failure to
make any such repairs or to perform any maintenance unless such failure shall
persist for an unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant. Except as may be
hereinafter provided, there shall be no abatement of Gross Rent and no liability
of Landlord by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or in or to fixtures, appurtenances and
equipment therein. Tenant waives the right to make repairs at Landlord's expense
under any law, statute or ordinance now or hereafter in effect, except in the
case of emergencies.
13. MECHANICS' LIENS OR CLAIMS.
Nothing contained in this Lease shall be construed as a consent
on the part of the Landlord to subject the estate or the Landlord to liability
under the Mechanics' Lien Law of the State of Florida, it being expressly
understood that the Landlord's estate shall not be subject to such liability.
Tenant shall strictly comply with the Mechanic's Lien Law of the State of
Florida as set forth in Florida Statutes Section 713. In the event that a
mechanic's claim of lien is filed against the property in connection with any
work performed by or on behalf of the Tenant, the Tenant shall satisfy such
claim, or shall transfer same to security, within ten (10) days from the date of
filing. In the event that the Tenant fails to satisfy or transfer such claim
within said ten (10) day period, the Landlord may do so and thereafter charge
the Tenant, as additional rent, all costs incurred by the Landlord in
satisfaction or transfer of such claim, including attorneys' fees. Further, the
Tenant agrees to indemnify, defend and save the Landlord harmless from and
against any damage or loss incurred by the Landlord as a result of any such
mechanics' claim of lien. If so requested by the Landlord, the Tenant shall
execute a short form or memorandum of this Lease, which may, in the Landlord's
discretion be recorded in the Public Records for the purpose of protecting the
Landlord's estate from mechanics' claims of lien, as provided in Florida
Statutes Section 713.10. The security deposit paid by the Tenant may be used by
the landlord for the satisfaction or transfer of any mechanics' claim or lien,
as provided in this Paragraph. This Paragraph shall survive the termination of
the Lease. Tenant agrees that by execution of this Lease it agrees that Landlord
may file in the Public Records of Palm Beach County, Florida, a Notice of
Limitation of Landlord's liability in form and content similar to Exhibit "A"
attached hereto.
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14. ASSIGNMENT AND SUBLETTING.
(a) Tenant shall not (i) assign, transfer, mortgage, pledge or
otherwise encumber or dispose of this Lease or any interest under it; (ii)
sublet the Premises or any part thereof except as agreed to in Addendum B, or
(iii) permit the Premises or any part thereof to be occupied by other persons.
This prohibition against assigning or subletting shall be construed to include a
prohibition against any assignment or subletting by operation of law.
(b) If the Landlord shall consent to any assignment or
subletting, or any assignment or subletting is permitted hereunder, neither
Tenant nor any assignee shall be relieved of any liability hereunder and in the
event of default by assignee in the performance of any of the terms hereof, no
notice of such default or demand of any kind need be served on Tenant or
assignee to hold him or them liable to Landlord. Landlord may consent to
subsequent assignments and subletting without notifying Tenant or any assignee
and without obtaining his or their consent thereto. If this Lease is assigned,
or if the Premises or any part thereof is sublet or occupied by anybody other
than the Tenant, the Landlord may collect rent from the assignee, subtenant or
occupant and apply the net amount collected to the Gross Rent herein reserved,
but no such collection shall be deemed a waiver of any breach of this covenant,
or the acceptance of the assignee, subtenant or occupant as tenant or a release
of the Tenant from the further observance and performance by the Tenant of the
covenants herein contained. Tenant shall deliver to Landlord a duplicate
original of any assignment or subletting of the Premises. Landlord's prior
written consent to any assignment or subletting of this Lease shall not relieve
Tenant of the necessity of obtaining such consent to any other or further
assignment or subletting. With respect to this paragraph, Landlord's consent
shall not be unreasonably withheld.
15. INDEMNIFICATION AND NON-LIABILITY OF LANDLORD.
(a) Tenant hereby agrees to defend, pay, indemnify and save free
and harmless Landlord from and against any and all claims, demands, fines,
suits, actions, proceedings, orders, decrees and judgments of any kind or nature
by or in favor of anyone whosoever and from and against any and all costs and
expenses, including attorneys' fees, resulting from or in connection with loss
of life, bodily or personal injury or property damage arising, directly or
indirectly, out of or from or on account of any occurrence in, occasioned wholly
or in part through the use and occupancy of the Premises or by any act or
omission of Tenant or any subtenant, concessionaire or licensee of Tenant, or
their respective employees, agents, contractors or invitees in, upon, at or from
the Premises or its appurtenances or the Building.
(b) Tenant and all those claiming by, through or under Tenant
shall store their property in and shall occupy and use the Premises and any
improvements therein and appurtenances thereto and all other portions of the
Building solely at their own risk and Tenant and all those claiming by, through
or under Tenant hereby release Landlord, to the full extent permitted by law,
from all claims of every kind, including loss of life, personal or bodily
injury, damage to merchandise, equipment, fixtures or other property or damage
to business or for business interruption arising, directly or indirectly, out of
or from or on account of such occupancy and use or resulting from any present or
future condition or state of repair thereof.
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(c) Landlord shall not be responsible or liable at any time to
Tenant, or to those claiming by, through or under Tenant, for any loss of life,
bodily or personal injury, or damage to property or business, or for business
interruption, that may be occasioned by or through the acts, omissions or
negligence of any other persons, or any other tenants or occupants of any
portion of the Building.
(d) Tenant shall give prompt notice to Landlord in case of fire
or other casualty or accidents in the Premises or in the Building of which the
Premises forms a part or of any defects therein or in any of its fixtures,
machinery or equipment.
(e) In case Landlord, without fault on its part, shall be made a
party to any litigation commenced by or against Tenant for any acts occurring on
Tenant's Premises, then Tenant shall indemnify and hold Landlord harmless
therefrom and shall pay Landlord all costs and expenses, including reasonable
attorneys' fees, which Landlord may sustain by reason of any act or failure to
act on the part of the Tenant.
(f) Anything contained in this lease to the contrary
notwithstanding, Tenant shall look solely to the estate and property of the
Landlord in the land and buildings comprising the Building of which the Premises
forms a part for the collection of any judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default or breach
by Landlord with respect to any of the terms and provisions of this Lease to be
observed and/or performed by Landlord, subject, however, to the prior rights of
any ground or underlying lessors or the holder of any mortgage covering the
Building, and no other assets of the Landlord shall be subject to levy,
execution or other judicial process for the satisfaction o f Tenant's claim. In
the event Landlord conveys or transfers its interest in the Building or in this
Lease or makes a lease of the entire Building, except as collateral security for
a loan, upon such conveyance or transfer or lease, Landlord (and in the case of
any subsequent conveyances or transfers or leases the then grantor or lessor
transferor) shall be entirely released and relieved from all liability with
respect to the performance of any covenants and obligations on the part of the
Landlord to be performed hereunder from and after the date of such conveyance or
transfer of lease, provided that any amounts then due and payable to Tenant by
Landlord (or by the then grantor, lessor or transferor) or any other obligation
then to be performed by Landlord (or by the then grantor, lessor transferor) for
Tenant under any provisions of this Lease, shall either be paid or performed by
Landlord (or by the then grantor, lessor or transferor) or such payment or
performance shall be assumed by the grantee, lessee or transferee; it being
intended hereby that the covenants and obligations on the part of the Landlord
to be performed hereunder, subject as aforesaid, shall be binding on Landlord,
its successors and assigns only during and in respect of their respective
periods of ownership of an interest in the Building or in this Lease. This
provision shall not be deemed, construed or interpreted to be or constitute an
agreement, express or implied, between Landlord and Tenant that the Landlord's
interest hereunder and in the Building or any part thereof shall be subject to
impressment of an equitable lien.
16. LIABILITY INSURANCE.
Tenant shall, at Tenant's expense, obtain and keep in force
during the term of this Lease a policy of comprehensive public liability
insurance insuring Landlord and Tenant against
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any liability for damages to persons and Property arising out of the ownership,
use, occupancy or maintenance of the Premises and all areas appurtenant thereto
in amounts of not less than Five Hundred Thousand ($500,000.00) Dollars in the
event of injury to one person, and One Million ($1,000,000.00) Dollars in the
event of injury to a number of persons in the same accident, and One Hundred
Thousand ($100,000.00) Dollars in the event of property damage. The limit of
said insurance shall not, however, limit the liability of the Tenant hereunder.
Tenant may carry said insurance under a blanket policy, providing, however, said
insurance by Tenant shall have a Landlord's protective liability endorsement
attached thereto. If Tenant shall fail to procure and maintain said insurance,
Landlord may, but shall not be required to, procure and maintain same, but at
the expense of Tenant. Insurance required hereunder, shall be in companies rated
A+ AAA or better in "Best's Insurance Guide" and licensed to do business under
the insurance laws in the State of Florida. Tenant shall deliver to Landlord
prior to occupancy of the Premises copies of policies of liability insurance
required herein or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Landlord. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30) days'
prior written notice to Landlord. As long as their respective insurers so
permit, Landlord and Tenant hereby mutually waive their respective rights of
recovery against each other for any loss insured by fire, extended coverage and
other property insurance policies existing for the benefit of the respective
parties. Each party shall obtain any special endorsement, if required by their
insurer, to evidence compliance with the aforementioned waiver.
17. SERVICES AND UTILITIES.
During the Term, Landlord will provide the following services:
(a) Heat and air conditioning in common areas.
(b) Automatically operated elevator service, electrical current
for normal office use, cold water for normal drinking and lavatory purposes at
all times and on all days throughout the year.
(c) Monthly exterminating.
Landlord shall also cause to be maintained and lighted the common
stairs, common entries and toilet rooms in the Building of which the Premises
are a part. Landlord shall not be liable for, and Tenant shall not be entitled
to, any reduction of rental by reason of Landlord's failure to furnish any of
the foregoing when such failure is caused by accident, breakage, repairs,
strikes, lockouts or other labor disturbances or labor disputes of any
character, or by any other cause, similar or dissimilar, beyond the control of
Landlord. landlord shall not be liable under any circumstances for a loss of or
injury to property, however occurring, through or in connection with or
incidental to failure to furnish any of the foregoing. Wherever heat generating
machines or equipment are used in the Premises which affect the temperature
otherwise maintained by the air conditioning system, Landlord reserves the right
to install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation, and the cost of operation and
maintenance thereof shall be paid by Tenant to landlord upon demand by Landlord.
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18. LANDLORD'S RIGHT OF ENTRY.
Landlord reserves and shall at any and all times have the right
to enter the Premises, inspect the same, supply janitorial service and any other
service to be provided by Landlord to Tenant hereunder, to submit said Premises
to prospective purchasers or tenants, to post notices of non-responsibility, and
to alter, improve or repair the Premises and any portion of the Building of
which the Premises are a part that Landlord may deem necessary or desirable,
without abatement of Gross Rent and may for that purpose erect scaffolding and
other necessary structures where reasonably required by the character of the
work to be performed, providing that the entrance to the Premises shall not be
blocked thereby, and further providing that the business of the Tenant shall not
be interfered with unreasonably. Tenant hereby waives any claim for damages or
for any injury or inconvenience to or interference with Tenant's business, any
loss of occupancy or quiet enjoyment of the Premises, and any other loss
occasioned thereby. For each of the aforesaid purposes, Landlord shall at all
times have and retain a key with which to unlock all of the doors in, upon and
about the Premises, excluding Tenant's vaults, safes and files, and Landlord
shall have the right to use any and all means which Landlord may deem proper to
open said doors in an emergency, in order to obtain entry to the Premises
without liability to Tenant except for any failure to exercise due care for
Tenant's property. Any entry to the Premises obtained by Landlord by any of said
means, or otherwise shall not under any circumstances be construed or deemed to
be a forcible or unlawful entry into, or a detainer of, the Premises, or any
eviction of Tenant from the Premises or any portion thereof.
19. DESTRUCTION/DAMAGE
If the Premises are made unrentable in whole or in part by fire
or other casualty, until repairs shall be made or the Lease terminated as
hereinafter provided, the Gross Rent shall be apportioned on a pro rata basis
according to the part of the Premises which is usable by the Tenant if, but only
if, such fire or other casualty is not caused by the fault or negligence of the
Tenant, its contractors, invitees, agents, or employees. If such damage shall be
so extensive that the Premises cannot be restored by the Landlord within a
period of six (6) months, either party shall have the right to cancel this Lease
by notice to be other given at any time within thirty (30) days after the date
of such damage; except that if such fire or casualty resulted from the Tenant's
fault or negligence the Tenant shall have no right to cancel. If a portion of
the Building other than the Premises shall be so damaged that in the opinion of
the Landlord the Building should be restored in such a way as to alter the
Premises materially, either the Landlord or the Tenant may cancel this lease by
notice to the other given at any time within thirty (30) days after the date of
such damage. In the event of giving effective notice pursuant to this Paragraph,
this Lease and the term and the estate hereby granted shall expire on the date
fifteen (15) days after the giving of such notice as fully and completely as if
such date were the date hereinbefore set for the expiration of the term of this
Lease. Notwithstanding anything to the contrary contained in this Paragraph,
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting from any casualty covered under
this Paragraph occurs during the last twelve (12) months of the term of this
Lease or any extension thereof or in excess of any insurance proceeds received
by Landlord. Landlord agrees to maintain during the term of this Lease one
hundred (100%) percent replacement cost insurance. Landlord shall not be
required to repair any injury or damage by fire or other cause, or to make any
repairs or
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replacements of, including but not limited to, any panels, decoration, office
fixtures, railings, floor covering, partitions, or any other property installed
in the Premises by Tenant. The Tenant shall not be entitled to any compensation
or damages from Landlord for loss of the use of the whole or any part of the
Premises or because of damage to Tenant's personal property or any inconvenience
or annoyance occasioned by such damage, repair, reconstruction or restoration.
20. DEFAULT.
The occurrence of any one or more the following events shall
constitute a default and breach of this Lease by Tenant: (a) the failure by
Tenant to make any payment of rent or any other payment required to be made by
Tenant hereunder, as and when due; (b) the vacating or abandonment of the
Premises by Tenant; (c) the assignment of the Lease or the subletting of all or
part of the Premises, either voluntarily or by operation or law without the
written consent of Landlord; (d) the failure by Tenant to observe or perform any
of the covenants, conditions or provisions of this Lease to be observed or
performed by the Tenant, other than described in Paragraphs (a), (b) or (c)
above, where such failure shall continue for a period of ten (10) days after
written notice thereof by Landlord to Tenant, provided, however, that if the
nature of Tenant's default is such that more than ten (10) days are reasonably
required for its cure then Tenant shall not be deemed to be in default if Tenant
commences such cure within a ten (10) day period and thereafter diligently
prosecutes such cure to completion, or (e) the making by Tenant of any general
assignment or general arrangement for the benefit of creditors; or (f) the
filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or
a petition of reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a Petition filed against Tenant, the same is dismissed
within sixty (60) days, the appointment of a trustee or a receiver to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where possession is not restored to Tenant
within thirty (30) days, or the attachment, execution or other judicial seizure
of substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged in thirty (30)
days.
21. LANDLORD'S REMEDIES FOR TENANT'S BREACH.
In case of any aforementioned default, Landlord shall have the
option to pursue any one or more of the following remedies: (i) Landlord shall
have the right, at its election, to cancel and terminate this Lease and
dispossess Tenant; or (ii) Landlord shall have the right without terminating or
canceling this Lease to declare all amounts and Gross Rents due under this Lease
for the remainder of the existing term (or any applicable extension or renewal
thereof) to be immediately due and payable, and thereupon all Gross Rents and
other charges due hereunder to the end of the initial term or any renewal term,
if applicable, shall be accelerated; or (iii) Landlord may elect to enter and
repossess the Premises and relet the Premises for Tenant's account, holding
Tenant liable in damages for all expenses incurred in any such reletting and for
any difference between the amount of rent received from such reletting and the
Gross Rent due and payable under the terms of this Lease. Landlord, in putting
the Premises in good order or preparing the same for re-rental may, at
Landlord's option, make such alterations, repairs, and/or replacements in and to
the Premises as Landlord, in its sole judgment, may then consider advisable or
necessary, without releasing Tenant from liability hereunder as aforesaid.
Landlord
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will in no event be liable in any way whatsoever for failure to re-let the
Premises, or, if the Premises are re-let, for failure to collect the rent and
under such re-letting, and in no event will Tenant be entitled to receive the
excess, if any, of such net rents collected over the sums payable by Tenant to
Landlord hereunder. Tenant hereby expressly waives any and all rights or
redemption granted by or under any present or future laws.
All of the rights and remedies set forth in this Lease in favor
of Landlord to redress any default of Tenant shall be deemed to be, and are
hereby declared to be, non-exclusive and Landlord hereby reserves unto itself
all such rights and remedies as may be recited in this Lease, together with all
other rights and remedies permitted under the laws of the State of Florida. The
exercise of any one remedy shall not preclude the exercise of any other remedy,
nor shall the failure to exercise any remedy, on any occasion or occasions, be
deemed a waiver by Landlord of its right to exercise any such remedy on any
other such occasion or occasions.
22. EMINENT DOMAIN.
If all or any portion of the Premises or the Building should be
taken by any condemnation or eminent domain proceedings, or same should be sold
in lieu of condemnation, at Landlord's election this Lease will terminate on the
effective date of the taking. Landlord will be entitled to all awards for such
taking, and Tenant shall not be entitled and expressly waives its right to all
or any portion of the award. If this Lease is not terminated in accordance with
the foregoing provisions of this paragraph, the Gross Rent will be ratably
reduced according to the area of the Premises which is taken.
23. PARKING.
The parking spaces are provided by Landlord as a convenience to
tenants and the guests or customers of tenants and shall be used at the sole and
exclusive risk of the Tenant and guests or customers of said Tenant. The
Landlord does not accept any responsibility for injury to any persons whosoever,
damage or loss of any automobiles, while in the parking facility, unless
Landlord was negligent. Landlord shall have the right to designate specified
areas for employee parking, which may be more distant from the building than
guest or visitor parking.
24. SUBORDINATION.
(a) This Lease is subject and subordinate to each and every trust
indenture and mortgage (collectively the "Mortgages") which may now or hereafter
affect the Building and to all renewals, extensions, supplements, amendments,
modifications, consolidations and replacements thereof or thereto, substitutions
therefor, and advances made thereunder. This clause shall be self-operative and
no further instrument of subordination shall be required to make the interest of
any trustee or mortgagee of a Mortgage superior to the interest of Tenant
hereunder. In confirmation of such subordination, however, Tenant shall execute
promptly any certificate that Landlord may request and Tenant hereby irrevocably
constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any
such certificate or certificates for and on behalf of Tenant. However, should
any mortgagee under any such Mortgage request that this Lease be made superior,
rather than subordinate, to any such Mortgage, then Tenant within ten (10) days
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following Landlord's written request therefor, agrees to execute and deliver,
without charge, any and all documents (in a form acceptable to landlord and such
mortgagees) effectuating such priority. Tenant covenants and agrees that, except
as expressly provided herein, Tenant shall not do anything that would constitute
a default under any Mortgage, or omit to do anything that Tenant is obligated to
do under the terms of this Lease so as to cause Landlord to be in default under
any of the foregoing.
(b) Tenant agrees, at the election and upon demand of any owner
of the Building, or of any mortgagee in possession of the Building, to attorn,
from time to time, to any such owner or mortgagee, upon the then executory terms
and conditions of this Lease, for the remainder of the term originally demised
in this Lease, provided that such owner or mortgagee, as the case may be, or
receiver caused to be appointed by any of the foregoing, shall then be entitled
to possession of the Building. The provisions of this Subparagraph (b) shall
inure to the benefit of any such owner or mortgagee, shall be self-operative
upon any such demand, and no further instrument shall be required to give effect
to said provisions. Tenant, however, upon demand of any such owner, lessor or
mortgagee, agrees to execute, from time to time, instruments in confirmation of
the foregoing provision of this Subparagraph (b), satisfactory to any such owner
or mortgagee, acknowledging such attornment and setting forth the terms and
conditions of its tenancy. Nothing contained in this Subparagraph (b) shall be
construed to impair any right otherwise exercisable by any such owner or
mortgagee.
(c) Landlord agrees as an expressed condition precedent to
Tenant's subordination to this Lease to any Mortgage as provided in subparagraph
(a) above, Landlord will obtain and deliver to Tenant from any Mortgagee now or
hereafter holding a Mortgage affecting the Premises, a non-disturbance agreement
for the benefit of Tenant, substantially to the effect that as long as Tenant is
not in default under the Gross Rent or additional rent or any of the other
covenants or conditions of this Lease after notice (if required) and for longer
than the respective grace or cure period provided in this Lease, its rights as
Tenant hereunder shall not be terminated and possession of Tenant shall not be
disturbed by any Mortgagee or by any proceeding on the debt which any Mortgagee
secures.
25. ESTOPPEL CERTIFICATES.
From time to time, within seven (7) days next following
Landlord's request Tenant shall deliver to Landlord, or such other party as
Landlord may direct, a certificate stating that the Lease is in full force and
effect and Landlord is not in default (or stating specifically any exceptions
thereto) and any other matters requested by Landlord.
26. HOLDING OVER.
If the Tenant retains possession of the Premises or any part
thereof after the termination of the term or any extension thereof, by lapse of
time or otherwise, the Tenant shall pay the Landlord rent at double the Gross
Rent immediately preceding said holdover, computed on a per month basis, for the
time the Tenant thus remains in possession. The provisions of this Paragraph do
not waive the Landlord's right of re-entry or any other right hereunder. Any
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retention of the Premises after the termination of this Lease or any extension
thereof shall be considered as a month-to-month holdover unless otherwise agreed
to in writing by both parties.
27. BROKERS.
Landlord and Tenant acknowledge that there is no broker involved
in this transaction.
28. WAIVER.
The waiver by Landlord of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition
on any subsequent breach of the same or any other term, covenant or condition
herein contained. The subsequent acceptance of Gross Rent or other sum due
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of the Tenant to pay the particular Gross Rent or other sum due so
accepted, regardless of Landlord's knowledge of such preceding breach at the
time of the acceptance of such Gross Rent or other sum due.
29. QUIET POSSESSION.
Upon Tenant paying the Gross Rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject to all provisions
of this Lease, without hindrance or interruption by Landlord or any other person
or person lawfully or equitably claiming by, through or under the Landlord.
30. SALE OF PREMISES BY LANDLORD.
In the event of any sale of the Building, Landlord shall be and
is hereby entirely freed and relieved of all liability under any and all of its
covenants and obligations contained in or derived from this Lease arising out of
any act, occurrence or omission occurring after the consummation of such sale;
and the purchaser, at such sale or any subsequent sale of the Premises shall be
deemed, without any further agreement between the parties or their successors in
interest or between the parties and any such purchaser, to have assumed and
agreed to carry out any and all of the covenants and obligations of the Landlord
under this Lease.
31. PERSONAL PROPERTY TAXES.
Tenant shall be liable for all taxes levied against personal
property and trade fixtures placed by Tenant in the Premises. If any such taxes
are levied against Landlord or Landlord's property is increased by inclusion of
personal property and trade fixtures placed by Tenant in the Premises and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord, upon demand, that part of such taxes for which Tenant is primarily
liable hereunder.
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32. SUMS CONSIDERED RENTAL.
For all purposes with respect to the remedies available to
Landlord under this Lease and the laws of Florida, the term "rent" or "rental"
shall include, without limitation, all Tax Payments and Operating Expenses, and
all other payments to be made by Tenant under this Lease including any
expenditures made by Landlord for which Tenant is liable under this Lease, and
such sums shall be delinquent if not received by Landlord on the date on which
same are due, on demand, or with the next installment of Gross Rent, whichever
shall first occur.
33. OPTION TO RENEW.
Provided this Lease is in good standing and Tenant is not in
default hereunder, Landlord hereby gives and grants to Tenant the right,
privilege and option of extending this Lease for one (1) term of two (2) years;
the extended term commencing from the date of the expiration of the initial
Term. In order to exercise the option herein granted, Tenant must give written
notice of Tenant's intention to exercise the option to extend no less than six
(6) months prior to the expiration of the initial Term. Failure to give such
notice shall make the option to extend null and void. All of the terms,
covenants and conditions of the Lease will apply during the extended term,
including the payment of additional rent, as otherwise provided herein. The
Gross Rent during the option period shall be the Gross Rent from the last year
of this lease adjusted in Paragraph six (6) of this Lease.
34. RULES AND REGULATIONS.
Tenant agrees to abide by all reasonable Rules and Regulations
promulgated by Landlord for the Premises and Building, as reasonably amended and
supplemented from time to time, including, but not limited to, those set forth
in Exhibit "B" attached hereto. Landlord will have no duty to enforce any Rules
and Regulations (or terms or conditions in any other lease) as against any other
tenant and Landlord will not be liable to Tenant for violation of the same, or
any other act or omission, by any other tenant. Notwithstanding the foregoing,
the Landlord will enforce the Rules and Regulations, if at all, uniformly with
respect to all tenants.
35. SIGNS.
Tenant shall not place or suffer to be placed or maintained upon
any exterior door or window of the Premises, or in any other place within the
Building, any sign, awning, canopy or advertising matter or other thing of any
kind, and will not place or maintain any decoration, lettering or advertising
matter on the glass of any window or door of the Premises except as approved by
Landlord, which approval may be withheld by Landlord in its sole discretion. No
exterior sign visible from the exterior of the Building shall be permitted.
36. GENERAL PROVISIONS.
(a) NOTICES. Any notice, request, consent, approval, or demand
which mayor is required or permitted to be given by either party to the other
hereunder shall be in writing, and shall be deemed given when personally
delivered or 72 hours after being deposited in the United
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States Mail, certified, return receipt requested, with postage prepaid, or 24
hours after being given to a nationally recognized overnight courier for
delivery, or when transmitted by telegraph or telex, charges prepaid, addressed
to the other party at the address stated herein. However, either party, from
time to time, may designate in writing such other person or place to which any
communication shall thereafter be mailed. Any communication made hereunder shall
be deemed made when mailed as herein provided.
(b) MARGINAL HEADINGS. The marginal headings, numbers, index, and
Article titles to the Paragraphs of this Lease are not a part of this Lease and
shall have no effect upon the construction or interpretation of any part hereof.
(c) TIME. Time is of the essence of this Lease and each and all
of its provisions in which performance is a factor.
(d) SUCCESSORS AND ASSIGNS. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.
(e) RECORDING. Tenant shall not record this Lease or a short form
memorandum hereof without the prior written consent of the other party.
(f) PRIOR AGREEMENTS, MODIFICATIONS. This Lease contains all of
the agreements of the parties hereto with respect to any matter covered or
mentioned in this Lease, and no prior agreements or understanding pertaining to
any such matters shall be effective for any purpose. No provision of this Lease
may be amended, or added to except by an agreement in writing signed by the
parties hereto or their respective successors in interest.
(g) INABILITY TO PERFORM. This Lease and the obligations of the
Tenant hereunder shall not be affected or impaired because the Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike, labor troubles, acts of
God, or any other cause beyond the reasonable control of the Landlord.
(h) ATTORNEYS' FEES. Should either party employ an attorney or
attorneys to enforce any of the provisions hereof, or to protect its interest in
any matter arising under this Agreement, or to recover damages for the breach of
this Agreement, the party prevailing in any final judgment shall be entitled to
the payment by the other party of all reasonable costs, charges and expenses,
including attorneys' fees at trial and at all appellate levels, if any, expended
or incurred in connection therewith by the prevailing party.
(i) SEPARABILITY. Any provision 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 balance and remainder of this Lease shall remain
in full force and effect.
(j) CUMULATIVE REMEDIES. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
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(k) CHOICE OF LAW. This Lease shall be construed, enforced and
governed by the laws of the State of Florida.
(l) GENDER AND NUMBER. The words "Landlord" and "Tenant" wherever
used herein shall be construed to mean Landlords and Tenants in all cases where
there is more than one Landlord or Tenant, and the necessary grammatical changes
required to make the provisions hereof apply either to corporations or
individuals, men or women, shall in all cases be assumed as though in each case
fully expressed.
(m) COUNTERPARTS. This Lease may be executed in multiple copies,
each of which shall be deemed an original, and all of such copies shall together
constitute one and the same instrument.
(n) ACCEPTANCE OF FUNDS BY LANDLORD. No receipt of money by the
Landlord from the Tenant after the termination of this Lease or after the
service of any notice or after the commence 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 or suit.
(o) SIGNS AND BUILDING DIRECTORY. Tenant shall not permit the
painting or display of signs or other advertising material of any kind on or
near the exterior of the Premises without the prior written approval of
Landlord.
(p) WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive the
right to trail by jury for all matters arising out of or in connection with this
Lease.
(q) LANDLORD'S CONSENT. In each instance in which consent of
Landlord is required under this Lease, Landlord's consent shall not be
unreasonably withheld or delayed. Landlord shall be deemed to have given its
consent if Landlord has not responded to Tenant within ten (10) working days
from the date upon which the Landlord has received written notice from Tenant
requesting such consent as may be required by this Lease.
(r) RADON GAS. Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who were exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
(s) EFFECTIVENESS OF LEASE. The submission of this Lease for
examination does not constitute a reservation of or option for the Leased
Premises and this Lease becomes effective as a lease only upon execution and
delivery thereof by Landlord to Tenant, and the receipt of the full security
deposit, and if paid by check, subject to clearance.
IN WITNESS WHEREOF, the parties have executed this Lease on the dates
specified immediately below to their respective signatures.
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WITNESSES: LANDLORD: Life Insurance Company
of Georgia
______________________________ By:_________________________________
______________________________ Dated: August 23,1995
TENANT: HotelView Corporation
______________________________ By: RANDY S. SELMAN
---------------------------------
Randy Selman, President
______________________________ Dated: July 21, 1995
Tenant's Home Address
822 NE 73rd Street
Boca Raton, FL 33487
17
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ADDENDUM A
SITE PLAN & LEGAL DESCRIPTION
LEGAL DESCRIPTION OF PROPERTY
A portion of the NW 1/4 of the NE 1/4 of Section 31, township 47 South,
Range 43 East lying east of the East right-of-way line of Dixie Highway in Boca
Raton, Palm Beach County, Florida and being more fully described as follows:
commence at the Southeast corner of said NW 1/4 of the NE 1/14 thence N
01 degrees 27' 30" E, along the easterly boundary of the said NW 1/4 of
the NE 1/4 of the NE 1/4, 415,00 feet to the POINT OF BEGINNING; thence
N 01 degrees 27' 30" E, 282.01 feet to a point on the North line of
Section 31; thence run due West, along said north line, 136.05 feet to a
point, of the existing easterly right-of-way line of Dixie Highway;
thence S 08 degrees 29' 40" W, along said easterly line, 280.66 feet to
a point; thence S 88 degrees 32' 30" E, 170.38 feet to a POINT OF
BEGINNING. Containing 42,907.60 square feet and subject to easements and
rights-of-way of record.
TOGETHER WITH
Block 68-A, Plat "A" SPANISH RIVER LAND COMPANY, according to the plat thereof,
recorded in Plat Book 16, Pages 27 thru 30, of the public records of Palm Beach
County, Florida, said lands lying and being in the City of Boca Raton, Palm
Beach County, Florida.
LESS: The Easterly two (2) feet of Bloc 68-A, PLAT "A" SPANISH RIVER LAND
COMPANY, according to the plat thereof, recorded in Plat Book 16, Pages 27 thru
30, of the public records of Palm Beach County, Florida, said lands lying and
being in the City of Boca Raton, Palm Beach County, Florida
4
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ADDENDUM B
This Addendum B shall be attached to and form a part of that certain Office
Lease dated as of May 1, 1995 by and between Life Insurance Company of Georgia
and HotelView Corporation.
1. USE & OCCUPANCY: Tenant acknowledges that it currently is in occupancy
of the demised premises pursuant to a prior lease with Landlord, and
accordingly, hereby accepts the demised premises in their current "as
is" condition.
2. LEASEHOLD IMPROVEMENTS: Landlord, at its expense, shall make the
following alternations as described herein completed: NONE
3. RENT PAYMENTS: Tenant will, until notified otherwise, send all rent
and other payments due hereunder to Landlord at the following address:
Life of Georgia
c/o Grant Property Management
1700 South Dixie Hwy.
Suite 2AB
Boca Raton, Florida 33432
4. GROSS RENT: Gross Rent (annually) for the initial term of this lease
shall be $62,765.76 per year ($5,230.48 per month) which amount is
comprised of (a) a sum calculated by adding (i) the amount obtained by
multiplying an annual rate of $12.00 per square foot times tenant's
rentable area of 3,525 square feet ($3,525 per month), plus (ii)
applicable sales and rental taxes (subsections (i) and (ii)
collectively, "Current Rent") and (b) a sum of $17,927.76 annually
(inclusive of sales tax) ($1,493.98 per month, inclusive of sales tax)
which shall be applied to past due rent owed and actually incurred
pursuant to a preceding lease between Landlord and Tenant dated executed
January 31, 1994, but effective January 18, 1994 ("Back Rent").
The Back Rent shall be an obligation owed to Landlord personally and, at
Landlord's election, shall not run with title to the property. In the
event Landlord sells the property of which the demised premises are a
part, Tenant shall pay Current Rent as directed by the successor owner
and Back Rent as directed by Landlord, notwithstanding the sale of the
property. At Landlord's election, Landlord may direct Tenant to continue
paying the Back Rent portion of Gross Rent directly to the successor
owner, in which instance, successor owner shall cooperate with Landlord
and forward the Back Rent portion of each monthly rent payment to
Landlord.
5. GUARANTEE OF RENT: As consideration for Landlord agreeing to enter into
this lease and accept payment of Back Rent as set forth above, the
undersigned Visual Data Corporation ("Guarantor"), the parent
corporation of Tenant (Hotel View Corporation), hereby unconditionally
and irrevocably guarantees the full and complete payment and performance
by Tenant of all Tenant obligations under this lease. In the event this
lease
5
<PAGE>
is terminated by Tenant (with or without Landlord's consent thereto, and
whether a breach hereunder or not) or Tenant defaults in the payment or
performance of its obligations hereunder, Guarantor shall immediately
pay to Landlord all Back Rent due and to become due under the remaining
initial term of the lease, together with all other sums due and owing
(or accelerated at Landlord's election as permitted by Section 21 of the
lease).
6. ONLY LEASE: This lease supersedes all preceding leases for the demised
premises with HotelView Corporation. Upon the complete execution of this
lease, all prior leases between Landlord and Tenant shall be null and
void.
Guarantor:
Witness: Visual Data Corporation
_______________________ By:/S/RANDY S. SELMAN
---------------------------------
Title: PRESIDENT
_______________________ Date: 7/21/95
-------------------------------
ACKNOWLEDGMENT OF GUARANTOR
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 21st day of July, 1995,
by RANDY S. SELMAN as President of Visual Data Corporation, a Florida
corporation, on behalf of the corporation.
------------------------------
Notary Public, State of Florida
My commission expires:
Initialed by Landlord and Tenant in acknowledgment of terms and conditions of
Addendum B:
Tenant: /S/ Landlord: /S/
------- -------
Date: 7/31/95 Date: 8/23/95
------- -------
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EXHIBIT "A"
NOTICE OF NO LIABILITY UNDER SECTION 713.10
OF THE FLORIDA STATUTES
THIS MEMORANDUM OF LEASE is made this __________ day of _________ 1994,
by and between HotelView Corporation, a Florida corporation ("Tenant") and Life
Insurance Company of Georgia ("Landlord").
W I T N E S S E T H:
WHEREAS, Tenant and Landlord entered into that certain Lease dated
_________, 1995 (the "Lease"), with respect to the lease of 3,525 sq. ft., in
the office building commonly known as Royal Palm Towers III, located in Palm
Beach County, Florida, as more particularly described on ADDENDUM "A" attached
hereto and made a part hereof, and
WHEREAS, Landlord and Tenant desire to provide notice of the Lease and
to summarize certain provisions thereof.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby acknowledge the following:
1. The Lease, among its provisions, contains the following:
Nothing contained in the Lease shall be construed as a consent on
the part of the Landlord to subject the estate of the Landlord to
liability under the Mechanic's Lien Law of the State of Florida,
it being expressly understood that the Landlord's estate shall
not be the subject to such liability. Tenant shall strictly
comply with the Mechanic's Lien law of the State of Florida as
set forth in FLORIDA STATUTES, Section 713.
2. Nothing herein shall be construed as amending or altering the terms
of the Lease. In the event of a conflict with the terms of the Lease and this
Memorandum, the terms of the Lease shall control.
IN WITNESS WHEREOF, Landlord and Tenant have executed this memorandum of
lease as of the day and date first above written.
Name of Company
WITNESSES:
-----------------------------------
a Florida corporation
______________________________ By: ____________________________
<PAGE>
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this _____ day of
_________ 19 ___, by ________________________________________ as
_________________________ of _______________________________, a ______________,
on behalf of the___________________.
-----------------------------------
Notary Public, State of
My commission expires:
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this _____ day of
_________ 19 ___, by ________________________________________ as
_________________________ of _______________________________, a ______________,
on behalf of the _____________________.
-----------------------------------
Notary Public, State of
My commission expires:
2
<PAGE>
EXHIBIT B
ROYAL PALM TOWERS CONDOMINIUM ASSOCIATION
RULES AND REGULATIONS
1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors or halls shall not be obstructed or encumbered or used for any purpose
other than ingress and egress to and from the demised premises.
2. No awnings or other projections be attached to the outside of the Building
without the Condominium Association's prior written consent. No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of the demised premises, without the prior written
consent of the Condominium Association. Such awnings, projections, curtains,
blinds, shades, screens or other fixtures are permitted they must be of a
quality, type, design and color, and attached in the manner approved by the
Condominium Association.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed on any part of the outside or inside of the
demised premises or Building without the Condominium Association's prior written
consent. In the event of the violation of the foregoing, the Condominium
Association may remove same without any liability, and may charge the expense
incurred by such removal to the Unit Owner violating this rule. Interior signs
on doors and directory tablet shall be inscribed, painted or affixed for each
Unit Owner by the Condominium Association at the Unit Owner's expense and shall
be of a color and style acceptable to the Condominium Assoc.
4. The skylights, windows and doors that reflect or admit light and air into the
halls, passageways or other public places in the Building shall not be covered
or obstructed by any Unit Owner.
5. No show cases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the halls, corridors or
vestibules without the prior written consent of the Condominium Association.
6. The toilets and urinals and other plumbing fixtures shall not be used for any
purpose other than those for which they were constructed, and no sweepings,
rubbish, rags, or other substances shall be thrown into them. All damages
resulting from any misuse of the fixtures shall be borne by the Unit Owner who,
or whose servants, employees, agents, visitors or licensees, shall have caused
the same. Waste and excessive or unusual use of water shall not be allowed.
7. No Unit Owner shall mark, paint, drill into, or in any way deface any part of
the demised premises or the Building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of the Condominium Association, and as the Condominium Association may
direct. The expenses of any breakage, stoppage or damage resulting from a
violation of the Rule shall be borne by the Unit Owner who has caused such
breakage, stoppage or damage.
8. No bicycles, vehicles or animals of any kind shall be brought into or kept in
or about the premises. No Unit Owner shall cause or permit any unusual or
objectionable odors to be produced upon or permeates from the demised premises.
<PAGE>
9. No space in the building shall be used for manufacturing for the storage or
merchandise or for the sale of merchandise, goods or property of any kind at
auction.
10. No Unit Owner shall make, or permit to be made, any unseemingly or
disturbing noises or disturb or interfere with occupants of this neighboring
buildings or premises or those having business with them. No Unit Owner shall
throw anything out of the doors, windows or skylights or down the passageways.
11. No Unit Owner, nor any of the Unit Owner's servants, employees, agents,
visitors or licensees, shall at any time bring or keep upon the demised premises
any inflammable, combustible or explosive fluid, chemical or substance.
12. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows, nor shall any changes be made in existing locks or the
mechanism thereof. Each Unit Owner must give all keys of stores, offices,
mailboxes and toilet rooms, either furnished to, or otherwise procured by such
Unit Owner to Condominium Association office, and in the event of the loss of
any keys so furnished, the Unit Owner shall pay to the Condominium Association
the cost thereof.
13. All freight must be moved into, within and out of the Building according to
such regulations as may be posted for the Building; but the Condominium
Association will not be responsible for loss of or damage to such freight from
any cause.
14. When electric wiring of any kind is introduced, it must be connected as
directed by the Condominium Association and no boring or cutting for wires will
be allowed except with the Condominium Association's consent. The location of
telephones, telegraph instruments, electric appliances, call boxes etc., shall
be prescribed by the Condominium Association. No apparatus of any kind shall be
connected with the electric wiring without the written consent of the
Condominium Association. The Unit Owners agree not to use or connect with the
electric wires any more lights that are provided for in each room or any
electric lamp of higher candlepower than provided, or any fan, motor or other
apparatus without the Condominium Association's written consent. The Unit Owners
agree not to connect with the water pipes any apparatus using water without the
written consent of the Condominium Association.
15. The Condominium Association shall have the right to prohibit any advertising
by any Unit Owner which, in the Condominium Association's opinion, tends to
impair the reputation of the Building or its desirability as a Building for
offices, and upon written notice from the Condominium Association, the Unit
Owner shall refrain from or discontinue such advertising.
16. The premises shall not be used for lodging or sleeping or for any immoral
or illegal purposes.
17. Canvassing, soliciting and peddling in the Building or surrounding areas is
prohibited and each Unit Owner shall cooperate to prevent the same.
18. The Condominium Association Board may waive or modify any one or more of
these rules for the benefit of any particular Unit Owner of said Building; but
no such waiver of any such rules shall be construed as a waiver or modification
of such rule in favor of any other Unit Owner of said Building, nor prevent the
Condominium Association from thereafter enforcing any such rule against any or
all of the Unit Owners of said Building.
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19. The Condominium Association reserves the right to make any such other and
further rules and regulations as in its judgment may from time to time be
necessary for the safety and cleanliness of, and for the preservation of good
order in the Building and Parking Lot area. If a segment of the Parking Lot is
designated for use by Unit Owner and its employees, the Unit Owner will
cooperate with the Condominium Association in having its employees only park
therein.
20. Each tenant moving out of or into a Building must stop moving by 8:30 A.M.
or not begin before 5:30 P.M. Monday through Friday. Any hours are permissible
on weekends. Any deviation must be approved by the Condominium Association
Office 48 hours prior to any move.
21. No signs, advertisement, notice or other lettering shall be permitted on the
premises which includes windows of individual suites. Only one sign is permitted
for rental or sale of suites which will be erected and maintained by the
Condominium Association and inquiries resulting from same will be directed to
Unit Owners or Real Estate Companies that are tenants of this complex.
22. No owner or tenant, nor any of the Unit Owner's employees or tenant's
employees shall leave a car parked in Visitor's parking space for more than 72
hours. The first offense would be a warning notification in writing from the
Condo Association, if not moved then a $25.00 per day fine would be levied. The
final step of having the car towed away at the owner's expense - Lien to be
filed against the suite for fines and towing expense after a reasonable amount
of time has elapsed.
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