AGREEMENT OF LEASE

Office Lease Agreement

You are currently viewing:

This Office Lease Agreement involves

EMPIRE FINANCIAL HOLDING COMPANY | EMERSON INVESTMENTS INTERNATIONAL, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: AGREEMENT OF LEASE
Governing Law: Florida Date: 4/14/2004
Industry: Investment Services

EXHIBIT 10.6

AGREEMENT OF LEASE

THIS AGREEMENT OF LEASE (the "LEASE") is dated as of this 31st day of

December 2003 by EMERSON INVESTMENTS INTERNATIONAL, INC., hereinafter

("LANDLORD") and by EMPIRE FINANCIAL HOLDING COMPANY, hereinafter ("TENANT"),

for the premises which are more particularly described in EXHIBIT "A" which is

attached to this Lease ("PREMISES"). Landlord leases unto Tenant, and Tenant

does hereby rent;, lease and take the Premises under this Lease for the term and

according to the covenants and conditions set forth as follows:

ARTICLE ONE

DEFINITIONS

1.1 DEFINITIONS. As used in this Lease, the following terms shall have the

following meanings:

A. BUILDING: The Building on the real property situated at 2170 West

State Road, 434 Longwood, FL 32779, including all surface parking areas.

B. PREMISES: That part of the Building outlined on EXHIBIT "A" called

Suite 100 on the 1st floor of the Building, including all tenant improvements

made by Landlord pursuant to paragraph 2.2. The Premises shall consist of

approximately 6,491 rentable square feet, which includes a portion of the common

area as defined hereinafter.

C. Estimated Commencement Date: March 1, 2004.

D. TERMINATION DATE: The last day of the month corresponding to the

schedule of months shown below, unless sooner terminated as provided in this

Lease.

E. TERM: A period commencing on the Commencement Date and expiring at

midnight on the Termination Date.

F. RENT TERM as follows plus applicable sales tax:

PERIOD RATE PER RENTABLE SQUARE FOOT

------ -----------------------------

03/01/04 thru 08/31/04 Free Rent

09/01/04 thru 02/28/05 $ 15.50

03/01/05 thru 02/28/06 $ 16.00

03/01/06 thru 02/28/07 $ 16.00

03/01/07 thru 02/29/08 $ 16.40

03/01/08 thru 02/28/09 $ 16.80

03/01/09 thru 02/28/10 $ 17.25

G. SECURITY DEPOSIT: $ 8,384.00.

<PAGE>

H. LANDLORD'S MAILING ADDRESS:

Emerson Investments International, Inc.

5728 Major Blvd., Suite 200

Orlando, Florida 32819

I. NORMAL BUSINESS HOURS FOR PURPOSES OF HEATING AND AIR CONDITIONING:

The hours from 8:00 a.m. to 9:00 p.m. Monday through Friday, except recognized

holidays, and from 8:00 a.m. to 3:00 p.m. Saturdays, except recognized holidays.

Tenant shall have use of the Premises at any time.

J. WATT LOAD: N/A watts

K. BROKER, IF APPLICABLE:

L. PERMITTED USE: General Office Purposes.

M. TENANT'S REPRESENTATIVES: Tenant's employees, agents, contractors,

licensees and invitee.

N. COMMON AREAS: Lobby area, corridors and lavatories on the floor on

which the Premises are situated, stairways, shipping and receiving areas,

mechanical areas, plaza and areas exterior to the Building.

O. PROPERTY: The Land and the Building, including all Common Areas.

P. Tenant shall abide by Building Rules and Regulations hereto attached

as EXHIBIT "B" and incorporated herein.

Q. Tenant, upon request from Landlord, shall complete estoppel forms.

ARTICLE TWO

TERM

2.1 LENGTH OF TERM. The term of the Lease ("Term") commences on March 1, 2004

(the "Commencement Date"), and ends on, February 28, 2010 (the "Termination

Date"), unless postponed or sooner terminated in accordance with this Lease.

2.lA OPTION TO RENEW. Provided Tenant is not in default of the Lease, Tenant

shall have the right to renew the entire Premises for one (1) additional period

of five (5) years ("OPTION TERM"). If the Option Term is exercised, the Base

Remit during the Option Term shall be at the then prevailing fair market rate.

2.2 IMPROVEMENTS TO PREMISES AND MOVING ALLOWANCE: Landlord shall provide Tenant

with an allowance ("The Allowance") as a credit against the cost of the

improvements to the premises and moving expenses, including the Non-Standard

Improvements. The Allowance

<PAGE>

shall be equal to TEN DOLLARS & NO CENTS ($10.00) per square foot of "Rentable

floor area" of the Premises, subject to a mutually agreed upon moving expenses,

space plan for the premises, utilizing building standard finishes and materials

including architectural and engineering. Furthermore, as part of The Allowance,

Landlord hereby approves the purchase and installation of a backup generator

system (system to be determined) to provide power during electrical failure to

certain parts of the Premises as designated by Tenant. To the extent that the

total cost of The Allowance is exceeded, including the Non-Standard

Improvements, Tenant shall pay to Landlord, upon receipt of a detailed invoice

from Landlord to Tenant, the full amount of such excess within thirty (30) days

following Substantial Completion. Landlord's detailed invoice to Tenant shall be

the only documentation required for Tenant payment to Landlord upon the terms

described above.

If Tenant incurs any costs, then notwithstanding any provision in this

Lease and without implying that any such right exist, Tenant shall have no right

to cancel or terminate this Lease. Tenant's Costs represent a reimbursement of

monies expended by Landlord on. Tenant's behalf. Any delay in construction of

the Improvements to Premises or in Tenant taking occupancy of the Premises

resulting from Tenant's failure to make any Tenant's Costs payment when due

shall be Tenant's responsibility. Tenant's failure to pay any portion of

Tenant's Costs when due shall constitute a default under the Lease (subject to

any applicable notice requirements or grace periods), entitling Landlord to all

of its remedies thereunder.

Tenant shall not receive any credit or payment for any unused portion

of the Tenant Improvement Allowance and any unused allowance shall be forfeited

if not utilized for its intended purpose within six months of the date of the

Lease,

2.3 ALTERNATIVE COMMENCEMENT DATES. In the event the Premises are not ready for

occupancy by the Tenant on the Commencement Date, because of strike, material

shortage, destruction (partial or total), natural disaster, prior Tenant's

failure to deliver possession or any cither reason other than through the fault

of Tenant, the Term shall begin on the date the Premises are ready for occupancy

by the Tenant and the Term shall be extended for a period of time equal to that

which shall have elapsed between the Commencement Date and the date on which the

Premises are ready for occupancy by the Tenant, Tenant acknowledges and agrees

that the delay of the commencement of the Term and the extension of the Term, as

provided for herein, shall be the frill extent of Landlord's liability for a

delay hereunder.

In the event that Landlord's inability to deliver possession of the

Premises is caused, in whole or in part, by Tenant, its employees, agents,

contractors, invitee or guests, the Term shall commence on the date which is the

later of the Estimated Commencement Date or the date on which the Premises would

have been available for occupancy, the good faith determination of same by

Landlord will be deemed conclusive, absent manifest error.

ARTICLE THREE

USE 0F PREMISES

3.1 PERMITTED USE. Tenant shall use and occupy the Premises for general office

purposes for the conduct of Tenant's business and not for other purposes.

Furthermore the Premises shall not be used for any illegal purpose, nor in any

manner, which is disruptive to

<PAGE>

other tenants; nor in any manner to invalidate Landlord's insurance or to

increase Landlord's insurance premium rates. In the event the Landlord's

insurance premiums are increased due to Tenant's use of the Premises, Tenant

shall pay the amount of any such increase to Landlord within three (3) days of

demand by Landlord. Tenant shall procure, at its own cost and expense, all

necessary licenses and permits for Tenant's use of the Premises, Landlord has

made no inquiries about and makes no representations, express or implied,

concerning whether Tenant's proposed use of the Premises is permitted under

applicable law, including applicable zoning law; should Tenant's proposed use be

prohibited, Tenant shall be obligated to comply with applicable law and this

Lease shall nevertheless remain in full force and effect.

The Tenant will not, without the written consent of the Landlord, use

any apparatus, machinery, equipment or device in or about the Premises, which

may cause any excessive noise or setup any vibration or which in any way would

increase the amount of electricity or water normally supplied to the Premises

for use as general offices. Tenant shall not connect any apparatus machinery,

equipment or device with existing water lines without the consent of the

Landlord.

3.2 COMPLIANCE WITH LAW. Tenant shall not use the Premises nor 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. Tenant shall at its sale cost and expense,

promptly comply with all laws, statutes, ordinances and governmental rules,

regulations or requirements now in force or which may hereafter be in force

requiring Tenant's compliance and with the requirements of any board of

underwriters, environmental agency, or other similar body now or hereafter

constituted relating to or affecting the condition, use or occupancy of the

Premises.

3.3 RULES AND REGULATIONS. Tenant shall comply with the rules and regulations

annexed to this Lease which by reference are incorporated herein, and all

reasonable modifications and additions to the regulations from time to time

adopted by the Landlord. The Landlord shall not be responsible to the Tenant for

the non-performance of any of the regulations by any other Tenant or occupant of

the Building. The existence of and incorporation into this Lease of the

regulations shall not have the effect of subrogating the Tenant to the rights of

the Landlord to enforce the regulations against other Tenants in. the Building.

The existence of the regulations shall not be construed to impose upon the

Landlord any duty or obligation to enforce the regulations.

ARTICLE FOUR

RENT

4.1 RENT. Tenant shall pay to the Landlord, at the place hereinafter designated

by the paragraph entitled "Notices", or at such other place as the Landlord may

from time to time designate the aggregate annual sum Rent in. monthly

installments as specified in Paragraph 1.1F. The payment of Rent shall be due

and payable in legal tender of the United States of America in. advance without

notice, demand, deductions, tight of reduction to set-off of any kind on the

first day of each month, plus all sales and use taxes (if any) thereon. The

first such installment shall be paid on or before the first day of the first

full calendar month of the Term and a such appropriate sum on or before the

first day of each and every successive calendar month thereafter

<PAGE>

during the Term. In the event the Tenant takes possession on a date other than

the first of the month or this Lease terminates on a date other than the last

day of the month, the monthly installment of Rent will be prorated.

4.2 SALES AND PROPERTY TAXES. Tenant agrees to pay, before delinquency, any and

all taxes levied or assessed and which become payable during the term upon

Tenant's equipment, furniture, fixtures and other personal property located in

the Premises, directly to the appropriate governmental taxing authority.

4.3 HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains

possession of the Premises or any part thereof after termination, by lapse of

time or otherwise, double the amount of the daily fixed rental for the last

period prior to the date of such termination. Tenant shall also pay all damages

sustained by the Landlord by reason of such retention, or, if the Landlord gives

notice to the Tenant of Landlord's selection thereof, such holding over shall

constitute a renewal of this Lease on a month-to-month basis. However,

acceptance by the Landlord of Rent after such termination shall not constitute a

renewal and this provision does not waive the Landlord's right of reentry or any

other right guaranteed under this Lease.

4.4 PAYMENT OF SUMS OTHER THAN RENT. Any sums due the Landlord other than Rent

or Additional Rent shall be due and payable within ten (10) days after the

Landlord, renders a statement. Any sums not paid within said ten-day period

shall bear interest thereafter at eighteen percent (18%) per annum until payment

is made.

4.5 LATE CHARGES. Notwithstanding anything to the contrary contained herein, in.

order to cover the extra expense involved in. handling delinquent payments,

Tenant shall pay a "late charge" of five percent (5%) of the total amount

overdue when any installment of Rent or any other amount due for any reason is

received at the Landlord's address listed above more than ten (10) days after

the due date thereof. This charge is for extra expenses incurred by the Landlord

and shall not be considered interest or penalty.

ARTICLE FIVE

SECURITY DEPOSIT

5.1 DEPOSIT AND USE OF SECURITY DEPOSIT. Tenant has deposited the sum of

$8,384.00 with the Landlord as a security deposit ("Security Deposit"), the

receipt of which is acknowledged. The Security Deposit shall be held by the

Landlord without liability for interest, as security for the faithful

performance by the Tenant of all of the terms and conditions of this Lease to be

observed and performed by Tenant. If any of the rents herein reserved or any

other sum payable by the Tenant to the Landlord shall be overdue and unpaid, or

should Landlord make payments on behalf of the Tenant, or should Tenant fail to

perform any of the terms, covenants or conditions of this Lease, then the

Landlord may, at its option and without prejudice to any other remedy which the

Landlord may have, appropriate and. apply all or part of the security deposit

toward the payment of the Rent, loss or damage sustained by the Landlord due to

the breach on the part of the Tenant or any sums that were paid by Landlord for

or on behalf of Tenant. Landlord's claim against the Security Deposit includes

any damage or deficiencies in the reletting of the Premises due to Tenant's

default, whether such damage or deficiencies accrue before or after summary

proceedings or other reentry by the Landlord.

<PAGE>

ARTICLE SIX

RELOCATION

6.1 RIGHT TO RELOCATE. Landlord, at its sole expense, on at least sixty (60)

days prior written notice, may require Tenant to move from the Premises to other

space on the 1st floor of comparable size, which means at least 100% of the

original Premises, with decor comparable to the Premises and within the same

building, in order to permit the Landlord to consolidate the space leased to the

Tenant with other adjoining space leased or to be leased to another tenant in

the Building or to any prospective new tenant for the Building. In the event of

any such relocation, the Landlord will also pay the expense of moving Tenant's

furniture and equipment to the relocated Premises. An appropriate adjustment

shall be made in the Rent based on any variance between the Rentable Area in the

Leased Premises and the Rentable Area in the Premises to which Tenant is

relocated, except that Rent shall not be adjusted upward if the relocated

Premises are larger than the original Leased Premises. Landlord shall have the

right, in Landlord's reasonable discretion, to use such decorations and

materials from the existing Premises, or other materials so that the space to

which Tenant is relocated shall be comparable in its interior design and

decoration to the Premises from which Tenant is removed.

6.2 ORIGINAL OBLIGATIONS CONTINUE. Nothing contained herein shall be construed

to relieve Tenant or to imply that Tenant is relieved of any obligation or

liability by reason of the provisions of Paragraph 2 of this Lease, the

provisions of which paragraph shall be applied to the space to which Tenant is

relocated on the same basis as said provisions were applied to the Premises from

which Tenant is removed.

6.3 OBLIGATION TO EXECUTE LEASE ADDENDUM. In the event of a relocation, Tenant

shall execute an Addendum to this Lease which will substitute the description of

the new Premises for the description of the Premises contained in the Lease and

will appropriately adjust the square footage of Rentable Area contained in the

Premises as well as any other adjustments reasonably required as a result of the

relocation.

ARTICLE SEVEN

TENANT'S OBLIGATIONS WITH RESPECT TO THE

PREMISES AND THE BUILDING

7.1 INITIAL CONDITION. Taking of possession of the Premises by the Tenant shall

be conclusive evidence that the Tenant accepts the Premises in "as is" condition

and the Premises and the Building were in good and satisfactory condition at the

time possession was taken. Tenant understands and agrees, except as stated in

Exhibit "A", that the Landlord has no obligation and has made no promise to

alter, remodel, improve, repair, decorate or paint the Premises or any part

thereof and that no representations respecting the condition of the Premises,

the Land or the Building has been made by the Landlord except as specifically

contained in this Lease.

7.2 TENANT OBLIGATIONS. The Tenant shall, at the Tenant's expense, keep the

Premises and the fixtures and appurtenances therein in good condition and

repair, in a sanitary and safe condition and shall commit no waste of the

Premises or the Building. Tenant shall, at its cost, repair, replace or restore

any damage to the Premises caused by the Tenant. If Tenant fails to

<PAGE>

make repairs and. maintain the Premises or any part thereto in a manner

reasonably satisfactory to the Landlord, the Landlord shall have the right to

make such repairs or perform such maintenance on behalf of the Tenant, and the

Tenant shall pay to the Landlord as Additional Rent the cost incurred, by the

Landlord in performing such repair and maintenance.

7.3 ALTERATIONS. Tenant shall not make nor allow to be made any alterations,

additions or improvements to or of the Premises or any p art thereof without the

express prior written consent of the Landlord. Any alterations, additions or

improvements (except movable furniture and trade fixtures) shall at once become

a part of the Premises and become the property of the Landlord. In the event the

Landlord consents to any alterations, additions, or improvements to the Premises

by the Tenant, the Tenant shall undertake such alterations, additions or

improvements at the Tenant's sole cost and expense and. any contractor or person

selected by the Tenant must first be approved in writing by the Landlord. Upon

the expiration or earlier termination of the Term, the Tenant shall upon demand

by the Landlord, at the Tenant's sole cost and expense, immediately remove any

alterations, additions, or improvements made by the Tenant, designated by the

Landlord to be removed, and the Tenant shall, immediately and at its sole cost

and expense, repair any damage to the Premises caused by such removal and

restore the Premises to its original condition, reasonable wear and tear

excepted.

7.4 SURRENDER OF PREMISES. The voluntary or other surrender of this Lease by the

Tenant, or a mutual cancellation thereof, shall not automatically work a merger

of the Landlord's and Tenant's estates. At the option of the Landlord such

surrender shall terminate all or any existing subleases or sub tenancies, or

may, at the option of the Landlord, operate as an assignment to it of any or all

such subleases or sub tenancies. Upon the termination of the Term, by lapse of

time or otherwise, the Tenant shall surrender the Premises in the same condition

as they have been received, excepting only reasonable use and wear and tear and

damage by act of God or by the elements. If the Tenant is requested by the

Landlord to remove any personal property from the Building upon the termination

of the Lease and shall have failed to remove same the Landlord may at its option

remove Tenant's personal property in the manner the Landlord may choose and

store said personal property without liability to the Tenant for the loss

thereof. Tenant shall pay the Landlord on demand any and all expenses incurred

in such removal and storage, including court costs and attorney's fees. The

Landlord may, in its sole discretion, without notice, sell the personal property

or any part thereof at private sale and without legal process for such price as

the Landlord may obtain. Landlord shall apply the proceeds of the sale first

upon the expense incident to the removal and sale of the personal property,

apply the balance to any amounts due from the Tenant to the Landlord pursuant to

this Lease; and hold any additional balance, without interest, for the benefit

of the Tenant.

7.5 MECHANICS' LIENS. In accordance with the applicable provisions of the

Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713.10,

no interest of Landlord whether personally or in, the Premises, the Land, or the

leasehold interest aforesaid shall be subject to liens for improvements made by

Tenant or caused to be made by Tenant hereunder, further, Tenant acknowledges

that Tenant, with respect to improvements or alterations made by Tenant or

caused to be made by Tenant hereunder. shall promptly notify the contractor

making such improvements to the Premises of this provision exculpating

Landlord's liability for such liens. Notwithstanding the foregoing, in the event

that, in contravention of the terms hereof, any such lien is claimed against the

Premises, the Building, or the Land, Tenant shall have ten (10)

<PAGE>

days after receipt of written notice thereof to remove said lien and thereafter,

in addition to any other right or remedy of Landlord, Landlord may, but shall

not be obligated to, discharge the same. Tenant's failure to remove any lien

within the ten (10) day period set forth herein shall constitute an event of

default hereunder, entitling Landlord to all rights and remedies available under

this Lease or at Law. Any amount paid by Landlord for any of the aforesaid

purposes shall be paid by Tenant to Landlord within ten (10) days of receipt of

Landlord's demand therefore.

7.6 SIGNS AND OTHER STRUCTURES. The Tenant shall not place or maintain or permit

to be placed or maintained, and shall promptly remove any that maybe placed, any

signs, awnings structures, materials or advertising of any kind whatsoever on

the exterior of the Building, or on any exterior windows in said Building, or

elsewhere within the Premises, so as to be visible from the exterior of the

Building, or on the interior walls or partitions, including doorways of the

Premises, visible from the public hallways or other public areas of the Building

without the express prior written consent of the Landlord which consent may be

withheld by Landlord in its sole discretion. Tenant agrees that any signs

erected by it without Landlord's prior approval or not maintained in accordance

with the Landlord's policy will be removed by the Tenant at the Landlord's

request or may be removed by Landlord at the Tenant's expense.

ARTICLE EIGHT

LANDLORD'S OBLIGATIONS WITH RESPECT TO TILE PREMISES

8.1 LANDLORD'S OBLIGATIONS. Landlord agrees to furnish to the Premises, during

reasonable and normal business hours, and subject to the Rules and Regulations

now or hereafter adopted by the Landlord, the following services:

(a) office use, replacement of Building Standard lamps, and water at

those points of Electricity (commensurate with the present electrical system and

wiring supplying approximately 110 volts) for lights and other usual and

ordinary office purposes (unless otherwise indicated and agreed upon in EXHIBIT

"A"), including such electrically operated office equipment as electric

typewriters, ordinary desk-type calculators, and adding machines, computers and

word processing equipment and other light fractional-horsepower miscellaneous

machinery. No machinery or equipment, whether electrically powered or otherwise,

other than the usual and. ordinary light, fractional-horsepower office equipment

shall be placed in or upon the Premises without the written consent of the

Landlord, and then only upon such terms and conditions and in such manner and at

such locations, and subject to such restrictions as to use and times for the use

thereof, as the Landlord may prescribe.

(b) Cleaning services, normal and usual in a. first class office

building, on Monday through Friday, except New Year's Day, Memorial Day,

Independence Day, Labor Day, Thanksgiving Day and Christmas Day (collectively

"HOLIDAYS").

current for lighting, incidentals and normal supply provided for general use of

its tenants at all times and on all days of year.

<PAGE>

(d) Heating, ventilating and. air conditioning on Monday through Friday

from 8:00 a.m. to 9:00 p.m. and Saturdays from 8:00 a.m. to 3:00 p.m., except

Holidays. Landlord shall also furnish heating, ventilating and. air conditioning

at such other times as are now provided for herein, provided Tenant gives

written request to Landlord before noon of the business day preceding such

intended extra usage, and provided Tenant pays to Landlord the sum of $20.00 per

hour for the extra usage of heating or air conditioning, which Landlord may bill

monthly.

(e) Landlord shall not be liable for, and Tenant shall not be entitled

to any abatement or deduction of rental by reason of the Landlord's failure to

furnish any of the foregoing services, Landlord shall not be liable under any

circumstances for loss of or injury to property, however occurring, through or

in connection with or incidental to failure to furnish any of the foregoing. Nor

shall any such failure relieve the Tenant from the duty to pay the full amount

of Rent and other sums of money herein provided to be paid by the Tenant, nor

shall it constitute a constructive eviction of the Tenant.

8.2 SUPPLEMENTAL SERVICES. Whenever heat generating machines or equipment are

used in the Premises which affect the temperature otherwise maintained by the

air conditioning system, the Landlord reserves the right to install

supplementary air conditioning units in the Premises and the cost thereof;

including the cost of installation, operation and maintenance shall be paid by

the Tenant to the Landlord upon demand by the Landlord.

8.3 DUTY TO REPORT DEFECTIVE CONDITIONS. Tenant agrees to report immediately in

writing to the Landlord any defective condition in or about the Premises, the

Land. or the Building known to Tenant whether Tenant is obligated to repair such

defective condition or not; and a failure to report the same shall make the

Tenant liable to the Landlord. for any expense or damage resulting from such

failure to notify.

ARTICLE NINE

PARKING AND COMMON AREAS

9.1 PARKING AND USE OF COMMON AREAS.

(a) In addition to the Premises, Tenant shall have the non-exclusive

use of the automobile parking areas, together with Common Areas (as designated

by Landlord. from time to time), driveways and footway. Tenant's rights

hereunder shall be subject to the terms and conditions of this Lease and to

reasonable rules and regulations regarding the use thereof; as may from time to

time be prescribed by the Landlord.

(b) Landlord shall not be liable for any damage of any nature

whatsoever to or any theft of, vehicles or the contents thereof; while in or

about the parking areas.

ARTICLE TEN

INSURANCE AND INDEMNIFICATION

10.1 INDEMNIFICATION AND HOLD HARMLESS. Landlord shall not be liable to Tenant

for any injury or damage to any person or property in or about the Premises,

building or Land from any cause whatsoever, including, and without limiting the

generality of the foregoing, water

<PAGE>

leakage caused by water leaks of any character from the roofs, walls, pipes,

basement or other portion of the Premises, the Building or the Land, or caused

by gas, fire, oil, electricity or any cause whatsoever in, on or about the

Premises or the Building or any part thereof, except for injury or damage caused

by gross negligence of Landlord.

Except to the extent caused by willful or negligent act or omission or

breach of this Lease by Tenant or anyone for whom Tenant is legally responsible,

Landlord will indemnify and hold Tenant harmless from and against any and all

liability, loss claims, demands, or damages or expenses (including reasonable

attorneys' fees) due to or arising out of any willful or negligent act or

admission of or breach of this Lease by Landlord or anyone for whom Landlord is

legally responsible.

The Tenant will indemnify, defend and save harmless the Landlord and

its agents from and against any and all liability, claims, demands, damages,

expenses, fees, fines, penalties, suits, proceedings, actions and costs of

actions of any kind and nature, including attorneys' fees, and attorneys' fees

on appeal for injury to persons (including death) or property of the Landlord:

(a) occurring in, on or about the Land, the Building or the Premises,

or any part thereof (including without limiting the generality of the foregoing,

elevators, stairways, passageways or hallways, driveways, ramps and parking

areas), when any such injury or damage shall be caused by the acts or omissions

or negligence, fault or omission of the Tenant, its agents, servants, employees,

or licensees or invitee, or by any person under the control or direction of the

Tenant or shall have arisen in connection with or as a result of Tenant or its

agents, servants, employees, licensees or guests' use of the Premises or

presence in the Building or on the Land, unless caused. by the gross negligence

of Landlord; or

(b) arising or growing out of or connected. with any breach, violation,

nonperformance, or failure to abide by any covenant, condition, agreement or

provision contained. in this Lease on the part of the Tenant to be kept,

performed complied with or abided by.

10.2 LANDLORD'S INSURANCE. Landlord shall insure the Building and shall maintain

liability and other insurance in such amounts as may be required by Landlord's

mortgagee, or in such amounts as Landlord, in its sole discretion, may deem

appropriate. All such insurance shall be for the sole benefit of Landlord and,

if required, Landlord's mortgagee. Tenant will not do or permit anything to be

done upon or bring or keep or permit anything to be brought or kept upon the

Premises, the Building or the Land which will increase Landlord's rate of

insurance on the Building. If by reason of the failure of Tenant to comply with

the terms of this Lease, or by reason of Tenant's occupancy (even though

permitted or contemplated by this Lease), the insurance rate shall at any time

be higher than it would otherwise be, Tenant will reimburse Landlord for that

part of all insurance premiums charged because of such violation or occupancy by

Tenant. Tenant agrees to comply with any requests or recommendation made by

Landlord's insurance underwriter inspectors.

<PAGE>

10.3 TENANT'S INSURANCE.

(a) Tenant shall, at Tenant's sole expense, obtain and keep in force

during the Term and any extension or renewal thereof: (i) fire and extended

coverage insurance with vandalism and malicious mischief endorsements and a

sprinkler leakage endorsement, on all of its personal property, including

removable trade fixtures, located in the Premises, and on all leasehold

improvements and all additions and improvements made by Tenant for not less than

the full replacement cost thereof; (ii) comprehensive general liability

insurance, including contractual liability coverage, insuring Landlord (as an

additional insured) and Tenant against any liability arising out of the

ownership, use, occupancy or maintenance of the Premises and all areas

appurtenant thereto, and (iii) workman's compensation and employer's liability

insurance, if required by applicable laws.

(b) Tenant's insurance shall be with insurance companies approved by

Landlord. No insurance shall be approved by Landlord if the company is not: (i)

a responsible insurance carrier authorized to issue the relevant insurance, (ii)

authorized to do business in Florida, and (iii) at least A-rated in the most

current edition of Best's insurance Reports and shall have minimum limits of

Five Hundred Thousand and No/100 Dollars ($500,000.00) for any loss of or damage

to property from any one accident, and One Million and No/100 Dollars

($1,000,000.00) for death of or injury to any one person from any one accident.

The limits of the insurance shall not, however, limit the liability of the

Tenant hereunder. The policies cannot contain provisions, which deny coverage

because the loss is due to the fault of Landlord or Tenant. If Tenant shall fail

to procure and maintain the insurance, Landlord may, but shall not be required

to, procure and maintain same, but at the expense of Tenant. 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 amount of such insurance, with loss payable clauses satisfactory to

Landlord. Notwithstanding anything herein to the contrary, Landlord. shall have

the tight to review the Tenant's insurance on every year and may require Tenant

to alter its insurance coverage to cover the effects of inflation and to include

or eliminate certain provisions in the Tenant's insurance policy which reflects

the then-current industry standards for the type of insurance coverage.

release each other and their respective authorized representatives from any

claims for damage to any person or to the Premises, the Building and the Land

that are caused. by or result from risks that are insured against when any

insurance policies carried by the parties and in force as of the time of any

such damage or injury.

10.4 SUBROGATION. Insurance carried by Tenant against loss or damage by fire or

other casualty shall contain, if available without additional cost, a clause

whereby the insurer waives its; right to subrogation against the Landlord.

<PAGE>

ARTICLE ELEVEN

DAMAGE BY CASUALTY AND CONDEMNATION

11.1 DAMAGE BY CASUALTY. In the event the Premises or the Building are damaged

by fire or other casualty, and the Landlord has adequate insurance coverage, the

Landlord shall forthwith repair the damage, provided the repairs can be made

within one hundred eight (180) days from the date of casualty and provided the

Landlord receives insurance proceeds adequate to pay for the cost of the

repairs. During the period of repair, this Lease shall remain in full force and

effect except that the Tenant shall be entitled to a proportionate reduction in

its Rent and other monetary obligations while such repairs are being made. The

proportionate reduction such sums are to be based upon the extent to which the

damage or casualty materially affects the ability of the Tenant to use the

Premises for the Permitted Use. If the Landlord determines that the repairs

cannot be made within the one hundred eighty (180) day period, or if insurance

proceeds are not available to cover the cost of said repairs, the Landlord shall

have the option either (i) to repair or restore such damage, this Lease

continuing in full force and effect but the Rent to be proportionately reduced

as above stated, or (ii) give notice to the Tenant at any time within one

hundred and. twenty (120) days after the date of the

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates