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EXHIBIT 10.6
1180 BUILDING AT
HEADQUARTERS AT GATEWAY LAKE
LEASE AGREEMENT
1180 SW 36 th
Ave.
Suite 204
Pompano Beach, FL 33069
Term – Thirty-Eight Months
Commencing November 1, 2007
Terminating December 31, 2010
THIS
LEASE AGREEMENT made and entered into this
6th
Day of November, 2007, by
and between CONECA PROPERTIES, L.C., a Florida Limited
Liability Company, having its office at 210 N. University
Drive, Suite 212, Coral Springs, FL 33071 (hereinafter
referred to as “Landlord”), and SecuRed Financial
Network, Inc., a Nevada Corporation, having its office at 1180
SW 36 Ave., Suite 204, Pompano Beach, FL 33069 (hereinafter
referred to as “Tenant”).
WITNESSETH:
In
consideration of the rents, covenants and agreements herein,
Landlord does hereby lease to Tenant and Tenant hereby leases
from Landlord upon terms, provisions and conditions herein,
the real property hereinafter described.
ARTICLE I
DESCRIPTION OF PROPERTY, TERMS AND USE
1.1
Description of Property. Landlord leases to Tenant a
portion of the real
property
(“Premises”) in the development known as the
Headquarters at Gateway Lake and specifically identified as
1180 SW 36th Avenue, Pompano Beach, Florida (hereinafter
referred to as the “Leased Premises”) reflected on
the legal description attached hereto as Exhibit
“A” and made a part hereof
1.2
“Premises” shall mean the suite of offices
located within the Building and
outlined on the floor plan attached to the Lease as Exhibit
"B" and made a part hereof, known as Suite #204. The Premises
are stipulated for all purposes to have a floor area of
approximately 1,119 rentable square feet, which includes any
portion of the “Common Areas” allocated to the
Premises.
1.3
Term.
Tenant is to have the Leased Premises being described subject
to the
terms and conditions hereof for a term of Thirty-Eight Months,
commencing on November 1, 2007 which shall be known as the
"Commencement Date". In the event the lease begins after
November 1, 2007, January 2008 rent shall be
prorated.
1.4
Use.
The Leased Premises shall be used and occupied by Tenant
solely for
the purpose of a business office and for no other purpose
without Landlord's express written consent.
CONECA Properties LLC -
Office Lease - continued
ARTICLE II
RENT
2.1
Base
Rental. In consideration of the leasing of the aforesaid
premises, Tenant does hereby
covenant and agree with Landlord to paybase rent as
follows:
|
Timeframe
|
R.S.F.
|
Rate
|
Timeframe
|
Monthly
|
Sales Tax
|
Mon w/tax
|
|
Nov
1, 2007 - Dec 31, 2008
|
1,119
|
Free
|
Free
|
Free
|
N/A
|
Free
|
|
Jan
1, 2008 - Oct 31, 2008
|
1,119
|
$13.50
|
$15,106.50
|
$1,258.88
|
$75.54
|
$1,334.42
|
|
Nov
1, 2008 - Oct 31, 2009
|
1,119
|
$14.18
|
$15,867.42
|
$1,322.29
|
$79.34
|
$1,401.63
|
|
Nov
1, 2009 - Oct 31, 2010
|
1,119
|
$14.89
|
$16,661.91
|
$1,388.50
|
$83.31
|
$1,471.81
|
|
Nov
1, 2010 - Dec 31, 2010
|
1,119
|
$15.64
|
$2,916.86
|
$1,458.43
|
$87.51
|
$1,545.94
|
In
addition to the monthly base rent, Tenant will be assessed for
all months of the Lease Agreement, a pro rata share equal to
its pro rata share of the building for all Basic Operating
Expenses(BOE), also known as Common Area Maintenance Items
(CAM), estimated at $8.34 per square foot for Year 2007
, adjusted at the begining of each calander year Year
2008 and annually thereafter:
|
Suite 204
|
R.S.F.
|
Rate
|
Monthly
|
Sales Tax
|
Mon w/Tax
|
|
BOE/CAM
Yr2007
|
1,119
|
$8.34
|
$
777.71
|
$
46.67
|
$
824.38
|
All
rental and CAM plus applicable state sales tax on both
reserved and agreed to be paid under this Lease shall be paid
in lawful currency of the United States of America. Except as
otherwise provided in this Lease, rental payments called for
hereunder shall be made to Landlord without notice, demand,
set-off or deduction at the place specified by Landlord from
time to time in writing. Tenant shall deposit, upon Lease
Execution, the First Month Rent (January 2008) of $2,158.80.
Tenant shall establish an account for electric service with
FPL for the demised premises on or before November 5, 2007 or
upon move-in and is is solely responsible for payment of
accounts.
2.2
Tenant's Share of Basic Operating Expenses
(a)
The
term "Basic Operating Expenses" will include operating
costs,
taxes and association assessments for the building and common
area.
(b) The term
"Common Area" shall mean all real or personal property owned by the
Landlord for the common, non-exclusive use of the Landlord, the
Tenant and their employees, guests and invitees including, but not
limited to sidewalks, landscape areas, lighting, delivery areas,
parking areas, entrance and lobby areas, security, elevators,
stairways, hallways shared by more than one tenant and all
lavatories shared by more than one tenant.
(c) The term
"Operating Costs" shall mean the operating expenses of the building
and all expenditures by Landlord to maintain the building, parking
and related facilities, and such additional facilities in
subsequent years as may be determined by Landlord to be necessary
in accordance with sound and reasonable practices for facilities of
a like kind and character. All operating expenses shall be
determined on an accrual basis in accordance with generally
accepted accounting principles which shall be consistently applied.
Such operating expenses shall include all expenses, costs and
disbursement of every kind and nature which Landlord shall pay or
become obligated to pay because or in connection with the
ownership, operation and maintenance of the building, including,
but not limited to, the following:
(1) Wages and
salaries of all employees engaged in direct operation and
maintenance of the building, employer's social security taxes,
unemployment taxes or insurance, and any other taxes which may be
levied on such wages and salaries, the cost of disability and
hospitalization insurance and pension or retirement benefits for
such employees;
CONECA Properties LLC -
Office Lease - continued
(2) All supplies
and materials used in the operation and maintenance of the
building;
(3) Cost of all
utilities for the common areas of the building, including the cost
of water, lighting, air-conditioning and ventilating, but excluding
the cost of electricity for the tenants' premises;
(4) Cost of all
maintenance and service agreements for the building, the equipment
therein and grounds, including janitorial service, security
service, landscape maintenance, alarm service, window cleaning and
elevator maintenance;
(5) Cost of all
insurance relating to the building, including casualty and
liability insurance applicable to the building, Landlord’s
personal property used in connection therewith and rent
insurance.
(6) All taxes
and assessments and governmental charges, whether federal state,
county or municipal and whether they be by taxing districts or
authorities presently taxing the Leased Premises or by others,
subsequently created or otherwise, and any other taxes and
assessments attributable to the Building or its operation
excluding, however, Federal and State taxes on income and ad
valorem taxes on Tenant's personal property and on the value of
tenant leasehold improvements to the extent that the same exceeds
standard building allowances;
(7) Cost of
repairs and general maintenance (excluding such repairs and general
maintenance paid by insurance proceeds or by Tenant and other third
parties and alterations attributable solely to tenants of the
building other than the Tenant);
(8) Legal
expenses, accounting expenses and management fees incurred with
respect to the building;
(9)
Costs
incurred in compliance with new or revised federal
or
state laws or municipal ordinances or codes or regulations
promulgated under any of the same;
(10) Amortization
of the cost of installation of capital investment items which are
primarily for the purpose of reducing (or avoiding increases in)
operating costs or which may be required by governmental authority.
All such costs shall be amortized over the reasonable life of the
capital investment items with the reasonable life and amortization
schedule being determined in accordance with generally accepted
accounting principles and in no event to extend beyond the
reasonable life of the building. In the case of installations for
the purpose of reducing (or avoiding increases in) operating costs,
Landlord she upon request, provide Tenant a cost justification
therefor;
(11) The Tenant
recognizes the Leased Premises are subject to certain protective
covenants and restrictions for Headquarters at Gateway Lake
Business Park Association, Inc. Said Association has been formed to
enforce the declarations and operate and maintain the common areas
referred to therein. The Tenant agrees to pay as part of its
proportionate share of operating costs, all maintenance or other
assessments imposed by the Association on the Landlord as owner of
the building as provided in the Declaration.
Basic
Operating Costs shall not include (i) expenditures classified
as capital expenditures for Federal income tax purposes
(except as set forth in Section 2.2(c)(10)), (ii) costs
for which
Landlord is entitled to specific reimbursement by Tenant, any
other tenant of the building, or any other third party, (iii)
costs of initial construction of the building (iv) cost of
renovating or modifying space in the building for lease to
other tenants, (v) leasing commissions, ground rentals, and
all non-cash expenses (including depreciation), and (vi) debt
service on any indebtedness secured by the
building.
CONECA Properties LLC - Office Lease -
continued
(d) The Tenant's
proportionate share of Basis Operating Expenses shall
be paid to Landlord on the first day of each month along with basic
rent in an amount equal to one-twelfth (1/12) of the Landlord's
estimate of Tenant's proportionate share of same. Tenant's share of
the Operating Expenses shall be in the same proportionate amount as
the ratio determined by the gross leaseable area of the Premises
(which includes any portion of the Common Areas allocated to the
Premises) over the gross leaseable area of the Building. In the
event the Building is less than ninety-five percent (95%) occupied
during any year of the Term of the Lease, an adjustment shall be
made in computing Operating Expenses for such year so that
Operating Expenses shall be computed as though the Building had
been ninety-five percent (95%) occupied during such
year.
(e) Landlord
shall furnish Tenant a budget for taxes and operating expenses
setting forth Landlord's estimates of such amounts for the coming
year. Said budget will be submitted to Tenant by January 31st of
each year or as soon thereafter as possible. For leases commencing
during the initial year of occupancy of the Leased Premises, a
budget will be furnished for the period from commencement of this
lease.
(e) Within 120
days after the end of each calendar year, or as soon thereafter as
possible, Landlord shall furnish to Tenant an operating statement
showing actual taxes and operating expenses incurred for the
preceding year and an appropriate cash adjustment shall be made
between Landlord and Tenant to reflect any difference between
payments made based upon the estimated costs and the actual costs.
Payment of the amount due either party (Landlord or Tenant) shall
be made within ten (10) days following furnishing of the Operating
Statement Provided, further, however, that if within a calendar
year there shall be collective increases in the taxes or operating
expenses which exceed ten (10%) percent of the estimated budget,
the Landlord may, at its option, adjust the budget for the
remaining portion of the year to reflect such change so as to more
accurately reflect costs and prevent a large variance between the
estimated budget and actual expenses paid.
(g)
Accounting Review. Tenant, at its sole expense, shall
have the right,
upon giving reasonable notice, to review Landlord's records
relating to any increased or additional costs payable
hereunder for the Building. Request for review shall be given
by Tenant to Landlord no later than 60 days from the date
Tenant receives actual budget from Landlord. After sixty days
from date of receipt, if Landlord receives no request, budget
shall be considered final.
ARTICLE III
LANDLORD'S SERVICES
3.1 Services
to be furnished by Landlord. Landlord shall use its best
efforts to furnish Tenant, subject to the Building Rules and
Regulations (hereafter defined) and Tenant's performance of
its obligations hereunder, the following
services:
(a)
Maintenance of the heating, ventilation and air conditioning system
serving the premises. Tenant is responsible for electric charges
for the air conditioning system and other electric usage in
Tenant's premises. Landlord furnishes air conditioning and heating
in the common areas.
(b) Hot and cold
water at those points of supply provided for lavatory and drinking
purposes only.
(c)
Janitor
service in and about the building and the Leased Premises five
(5) days per week, and periodic window washing; however,
Tenant shall pay, as additional rent, the additional costs
attributable to the cleaning of improvements within the Leased
Premises other than building standard improvements, including
any costs for cleaning areas used for serving or consumption
of food or beverages, data processing or reproduction
operations.
CONECA Properties LLC - Office Lease -
continued
(d) Elevators
for access to and egress from the Leased Premises and the building
twenty-four (24) hours a day, seven (7) days a week.
(e) Electricity
for all common areas and parking areas.
(f) Replacement
of fluorescent lamps building, standard light fixtures installed by
Landlord and incandescent bulb replacement in all public
areas.
(g) Landlord
shall supply, upon Lease inception, Keys for the Suite entrance
(demised premises) door(s), and Building System Access Cards as
follows: Four Suite entrance door keys, and Four Building Access
Pass Cards to be provided at no cost. Any additional suite entrance
keys, Access Pass cards and Restroom Keys will be provided to
Tenant upon written request and at Landlord’s customary rate.
Emergency locksmith services, such as changing access locks or pass
card deactivation, will be provided at Locksmith’s prevailing
emergency rates and availability to perform such services on short
notice.
3.2
Failure
by Landlord to any extent to furnish such services or any
cessation thereof of Landlord shall not render Landlord liable
in any respect for damages to either person or property, nor
be construed as an eviction of Tenant nor work an abatement of
rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof. Should any of such services be interrupted,
Landlord shall use reasonable diligence to restore same
promptly, but Tenant shall have no claim for rebate of rent or
damages or eviction on account thereof.
3.3
Tenant
shall pay directly to the utility providing service monthly,
as billed, such charges as may be separately metered to Tenant
for any electric services utilized by Tenant. It is expressly
understood it is the Tenant's responsibility to make
application to the appropriate utility service for required
service and to make any deposit required by the utility for
such service in sufficient time to allow utility company to
provide service on date required. Failure to have such utility
service available win not extend the date upon which the lease
term begins or when rental payment commences.
ARTICLE IV
PREPARATION OF PREMISES
4.1
Landlord shall make those improvements completed and
prepared for Tenant's occupancy in accordance with the agreed
upon plans and specifications between Landlord and Tenant
attached hereto and made a part hereof. The facilities,
material and work to be furnished, will be performed by the
Landlord at his expense and hereinafter referred to as
"Standard Improvements". Any other facilities, material or
work undertaken by or for the account of a tenant over and
above standard work will be "Special Work".
4.2
The
premises shall be deemed ready for occupancy on the date on
which standard
work shall have been substantially completed notwithstanding
the fact that minor or insubstantial details of construction
or adjustment remain to be performed, the non-completion of
which does not materially interfere with Tenant's use of the
premises. Any such minor items not completed or requiring
adjustment will be itemized on a punch list and Landlord will
utilize his best efforts to complete such items promptly. It
is expressly understood that the correction, completion or
adjustment of punch list items or corrections or adjustment
required by the Landlord under any warranties hereunder do not
constitute a valid reason for withholding of rental or any
other payments due hereunder. Completion of the work required
by Landlord shall be delayed due to any act or omission of the
Tenant including delays due to changes or additions requested
of Landlord, delays in Tenant submission of plans or other
information or in giving required approvals or authorizations;
or due to additional time needed, for the completion of any
special work by or for the Tenant then the premises shall be
deemed ready for occupancy on the date they would have been
ready but for such delay and rent and other payments shall
commence as of such earlier date.
CONECA Properties LLC -
Office Lease - continued
ARTICLE V
REPAIR AND MAINTENANCE
5.1
Landlord warrants for a period of one (1) year from date
of issuance of a Certificate
of Occupancy or the occupancy of the Tenant, whichever occurs
earlier, all standard work in Tenant's premises against any
defects due to faulty material, equipment or workmanship which
warranty shall apply to work done by subcontractors as well as
to work done by direct employees of the Landlord.
5.2
Except
as specifically provided during the warranty period set forth
in Section
5.1, Landlord shall not be required to make any improvements
or repairs or alterations whatsoever to the Leased Premises
except as may be required to the corridors and common areas
and to the equipment used to provide the services set forth in
ARTICLE III. Tenant shall promptly give Landlord written
notice of any damage in the leased Premises. This Section 5.2
shall not apply in the case of damage or destruction by fire
or other casualty, which event is covered elsewhere in this
Lease.
5.3
The
builder's warranty which is given in this ARTICLE is in lieu
of and cancels
any undertaking or duty by Landlord to make statements to
Tenant of facts affecting the value of the property, if any
such duty now or at a later date is found by a court to
exist.
ARTICLE VI
TENANT CARE AND REPAIR
6.1
Tenant
shall maintain the Leased Premises in a clean, attractive
condition and shall be responsible for all repairs within the
Leased Premises, except as specifically provided in ARTICLE V
hereof.
ARTICLE VII
LATE PAYMENTS
7.1
Tenant
agrees to timely pay all rents and sums provided to be paid
to Landlord
hereunder at the times and in the manner herein provided and
to occupy at all times the Leased Premises. If any minimum
annual rent or other payment required under this Lease remains
unpaid for ten (10) days after the date on which it is due, a
service charge equal to the amount of ten (10%) percent of the
amount overdue may be charged by the Landlord for the purpose
of defraying the additional expenses incident to the handling
of such overdue amount. If tenant should fail to pay any
payment owing from Tenant to Landlord pursuant to this Lease,
such unpaid amounts shall bear interest from the due date
hereof to the date of payment at the rate of one and one-half
percent (1 1/2%) per month or the highest rate permitted by
law. In the event that any check, bank draft, order for
payment or negotiable instrument given to Landlord for any
payment under this Lease shall be dishonored for any reason
whatsoever not attributable to Landlord, Landlord shall be
entitled to make an administrative charge to Tenant of
Twenty-Five and 00/100 ($25.00) Dollars.
ARTICLE VIII
HOLDING OVER
8.1
If
Tenant should remain in possession of the Leased Premises
after the termination
of expiration of the term without the execution by Landlord
and Tenant of a new lease, then Tenant shall be deemed to be
occupying the Leased Premises as a tenant at sufferance,
subject to all the covenants and obligations of this Lease and
at a Daily Rental of twice the per day rental (“per day
rental” shall include base rent and operating expense
contributions) in effect immediately prior to such expiration
or termination, computed on the basis of a thirty (30) day
month, but such holding over shall not extend the terms.
Tenant shall give Landlord at least thirty (30) days prior
written notice of any intention to remove from the premises
and shall be entitled to ten (10) days notice from Landlord in
the event Landlord desires possession of the
premises.
CONECA Properties LLC -
Office Lease - continued
ARTICLE IX
ALTERATIONS ADDITIONS, & IMPROVEMENTS
9.1
Tenant
will make no alteration, change, improvement, repair,
replacement or addition to the
Leased Premises without the prior written consent of Landlord.
Tenant may remove its trade fixtures, office supplies and
movable office furniture and equipment not attached to the
building provided such removal is made prior to the
termination or expiration of the term; Tenant is not then in
default in the timely performance of any obligation or
covenant under this Lease; and Tenant promptly repairs all
damage caused by such removal All other property at the Lease
Premises and any alternation or addition to the Leased
Premises (including but not limited to wall-to-wall carpeting,
drywall partitions, paneling or other wall covering) and any
other article attached or affixed to the floor, wall or
ceiling of the Leased Premises shall become the property of
Landlord and shall be surrendered with the Leased Premises as
part thereof at the termination of this Lease, without payment
or compensation therefor. If, however, Landlord so requests in
writing, Tenant will, prior to vacating the premises upon the
termination or expiration of this Lease, remove any and all
alterations, additions, fixtures, equipment and property
placed or installed by it in the Leased Premises and will
repair any damage caused by such removal. Tenant's personalty
and equipment are and will be security for Tenant's
obligations under this Lease.
ARTICLE X
ASSIGNMENT
10.1
Tenant
shall not assign this Lease nor any rights hereunder, nor let
or sublet all or any part of the Leased Premises, nor suffer
or permit any person or entity to use any part of the Leased
Premises, without first obtaining the express written consent
of Landlord, which consent Landlord may grant or withhold in
its sole discretion. In determining whether to grant consent
to the Tenant's sublet or assignment request, the Landlord may
consider any reasonable factor. Landlord and Tenant agree that
any one of the following factors, or any other reasonable
factor, will be reasonable grounds for deciding the Tenant 's
request:
(i) Financial
strength of the proposed sublessee/assignee must be at least equal
to that of the existing tenant;
(ii) Business
reputation of the proposed sublessee/assignee must be in accordance
with generally acceptable commercial standards;
(iii) Use of the
premises by the proposed sublessee/assignee;
(iv) Use of the
premises will not violate any other agreements affecting the
premises, LANDLORD or other tenants.
Should
Landlord consent. to such assignment of the Lease, or to a
sublease or all or any part of the Leased Premises, Tenant
does hereby guarantee payment of all rent herein reserved
until the expiration of the term hereof and no failure of
Landlord to promptly collect from any assignee or sublessee,
or any extension of the time for payment of such rents, shall
release or relieve Tenant from its guaranty or obligation of
payment of such rents. . In the event Landlord consents to
Tenant subletting all or a portion of the Leased Premises any
rent accruing to Tenant as the
result of such subletting, which rent is in excess of the rent
being paid by Tenant, and any other economic consideration
received by or to be received by Tenant in connection with any
subletting or assignment shall be paid to Landlord as
additional rent. Any assignment by Landlord shall not relieve
Tenant of its obligations hereunder.
CONECA Properties LLC - Office Lease -
continued
10.2
Landlord shall have the right to transfer and assign, in
whole or in part, all of its rights and obligations hereunder,
and in the building and property referred to, and upon any
such transfer or assignment no further liability or obligation
shall thereafter accrue against Landlord.
ARTICLE XI
CONTROL OF COMMON AREAS AND PARKING
FACILITIES
11.1
All
automobile parking areas, driveways, entrances and exits
thereto, and other facilities furnished by Landlord, including
an parking area, truck way or ways, loading areas, pedestrian
walkways, ramps, landscaped areas, stairways and other areas
and improvements provided by Landlord for the general use, in
common, of tenants, their officers, agents, employees,
invitees, licensees, visitors and customers shall be at all
times subject to such rules and regulations as the Landlord
shall, from time to time establish, modify and enforce with
respect to all such facilities and areas. Landlord will
provide Tenant with unassigned parking spaces adjacent to
building at a ratio of four (4) spaces per 1,000 rentable
square feet of space leased by Tenant, at no cost to Tenant.
Landlord grants the non-exclusive use of additional parking
spaces in excess of the 4 spaces per 1,000 rentable square
feet to Tenant as long as additional parking does not impact
or inconvenience other Building tenants. . In the event of a
parking problem as determined by Landlord at its sole
discretion, Landlord may: (i) revoke additional parking in
excess of 4 per 1,000 RSF; (ii) require Tenant to utilize
off-site parking for additional parking; (iii) and Tenant
shall encourage carpooling by Tenant’s employees. No
overnight parking of company or employee vehicles is
permitted.
ARTICLE XII
RULES AND REGULATIONS
12.1
Tenant
shall comply with all rules and regulations as may be applied
by Landlord
to all tenants of the building. Such rules and regulations
will include but not necessarily be limited to those initial
rules and regulations set forth in Exhibit "D" attached hereto
which may, at the reasonable discretion of the Landlord, be
subsequently modified.
ARTICLE XIII
RELOCATION
13.1
If
Landlord determines to utilize the Leased Premises for other
purposes during
the term, Tenant agrees to relocate to other space in the
building designed by Landlord, provided such other space is of
equal or larger size than the Leased Premises and has at least
the same number of windows. Landlord shall pay all
out-of-pocket expenses of any such relocation, including the
expenses or moving and reconstruction of all Tenant furnished
and Landlord-furnished improvements. In the event of such
relocation, this Lease shall continue in full force and effect
without any change in the terms or other conditions, but with
the new location substituted for the old location set forth in
this Lease.
ARTICLE XIV
FLOOR LOADS, NOISE, AND VIBRATION
14.1
Tenant
shall not place a load upon any floor of the Leased
Premises which
exceeds the load per square foot which such floor was designed
to carry or which is allowed by law. Business machines and
mechanical equipment belonging to Tenant which cause noise or
vibrations that may be transmitted to the structure of the
building or to the Leased Premises to such a degree as to be
objectionable by Landlord shall, at the Tenant's expense, be
placed and maintained by Tenant in settings of cork, rubber or
spring-type vibration eliminators sufficient to eliminate such
noise or vibration.
CONECA Properties LLC - Office
Lease - continued
ARTICLE XV
LANDLORD'S INSURANCE
15.1
At all
times during the term of this Lease, the Landlord shall
maintain all necessary
insurance on the premises including property casualty
insurance, loss of rent insurance, and comprehensive general
liability insurance and such other insurance as Landlord may
deem reasonably necessary or desirable to protect it against
loss with respect to the Building or to protect it against
claims which may arise out of the operation of the Building.
The insurance maintained will also be subject to the
requirements of any institutional first mortgagee. The
insurance will be maintained in the name of the Landlord only
and Temant shall have no rights in any policy or policies
maintained by Landlord and shall not be entitled to be a named
insured thereunder. The cost of this insurance will be
included with the operating cost to be allocated to tenants in
accordance with ARTICLE II - 2.2 of this Lease.
15.2
Landlord and Tenant each waive any claim against each
other for any damage
to property subject to insurance. Each party agrees to obtain
a waiver of subrogation from its insurance carrier permitting
this waiver.
ARTICLE XVI
TENANT’S INSURANCE
16.1
Tenant
agrees to secure and keep in force and after the date
Landlord shall
deliver possession of the Demised Premises to Tenant and
throughout the Lease Term, at Tenant 's own cost and expense,
comprehensive general liability insurance with a limit of not
less than $1,000,000.00 for injury or death to any person and
$1,000,000.00 for any single occurrence, and with a limit of
not less than $500,000.00 for property damage, occurring upon,
in or about the Demised Premises, including water damage and
sprinkler leakage legal liability if sprinklers are installed
with the Demised Premises, or such greater amounts as may be
reasonably required by Landlord from time to time in
accordance with industry standards. Landlord and
Landlord’s agent shall be named as an additional insured
on the insurance policy. The original policy or a certificate
thereof shall be delivered to Landlord prior to Tenant 's
possession of the Demised Premises, and within 30 days prior
to the expiration of such policy, and as often as any such
policy shall expire or terminate, a renewal or replacement
policy shall be procured and maintained by Tenant.
Tenant’s insurance policy shall contain a provision that
the insurer will give Landlord at least 30 days written notice
prior to canceling, terminating, or reducing the amount of
Tenant’s insurance, and that in the event of payment of
any loss covered by such policy, Landlord shall be paid first
by the insurance company for its loss. Said insurance policy
shall contain a waiver of any subrogation rights against
Landlord.
ARTICLE XVII
HOLD HARMLESS
17.1
The
Tenant covenants and agrees with Landlord that during the
entire term
of this Lease the Tenant will indemnify and save harmless the
Landlord against any and all claims, debts, demands or
obligations which may be made against the Landlord or against
the Landlord's title in the premises arising by reason of any
negligent acts or omissions of the Tenant, its officers,
agents or employees in occupying the premises; and not any
acts or omissions of the Landlord, its officers, agents or
employees; and if it becomes necessary for the Landlord to
defend any action seeking to impose any such liability, the
Tenant will pay the Landlord all costs of court and reasonable
attorneys' fees incurred by Landlord in such defense, in
addition to any other sums which said Landlord may be called
upon to pay by reason of a judgment or decree against the
Landlord in the litigation in which such claim is
asserted.
CONECA Properties LLC - Office
Lease - continued
17.2 Tenant shall
keep and maintain the demised premises in compliance
with,
and shall not cause or permit the demised premises to be in
violation of any federal, state or local laws, ordinances or
regulations including, without limitation, those relating to
zoning, building, occupational safety and health, industrial
hygiene or to the environmental conditions on, under or about the
demised premises, including but not limited to soil and ground
water conditions. Tenant shall not use, generate, manufacture,
store or dispose of, on, under or about the demised premises or
transport to or from the demised premises any flammable explosives,
radioactive materials, corrosives or acids, including without
limitation any and all substances defined as or included in the
definition of "hazardous substances", "hazardous wastes",
"hazardous materials", and "toxic substances' under any applicable
federal or state laws or regulations (collectively, the "Hazardous
Materials").
17.3
Tenant
hereby agrees to indemnify Landlord and hold Landlord
harmless from
and against any and all claims, losses, damages, liabilities,
fines, penalties, charges, administrative and judicial
proceedings and orders, judgments, remedial action
requirements, enforcement actions of any kind and all costs
and expenses incurred in connection therewith (including but
not limited to attorneys' fees, paralegal charges and
expenses), arising directly or indirectly, in whole or in part
due to Tenant's, its employees'; agents'; contractors'; or
subtenants' handling, treatment or disposal of any Hazardous
Materials which contaminates any of the demised premises or
surrounding lands or ground water.
17.4
The
obligations of Tenant to indemnify and hold harmless under
this Article
shall survive any conveyance, transfer or foreclosure of the
Landlord's interest herein and further survive the termination
or expiration of the Lease.
ARTICLE XVIII
DESTRUCTION OR DAMAGE BY FIRE OR OTHER
CASUALTY
18.1
In the
event of a fire or other casualty in the Leased Premises,
Tenant shall
immediately give notice thereof to Landlord. If the Leased
Premises shall be partially destroyed by fire or other
casualty so as to render the Leased Premises untenable in
whole or in part, the rental provided for herein shall abate
as to the portion of the Leased Premises rendered untenable
until such time as the Leased Premises are made tenantable as
determined by Landlord and Landlord agrees to commence and
complete such repair work promptly and with reasonable
diligence, or in the event of total or substantial damage or
destruction of the building where Landlord decides to rebuild,
then all rent owed up to the date of such damage or
destruction shall be paid by Tenant and this Lease shall
terminate upon notice thereof to Tenant. Landlord shall give
Tenant written notice of its decisions, estimates or elections
under this ARTICLE XVIII within one hundred twenty (120) days
after any such damage or destruction.
18.2
Should
Landlord elect to effect any repairs un
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