<PAGE>
EXHIBIT 10.37
LEASE AGREEMENT BETWEEN
SHERIDAN PROFESSIONAL CENTRE, LTD., L.L.L.P.
AS LANDLORD, AND
NORTH POINTE FINANCIAL SERVICES, INC.
AS TENANT
1
DATED JANUARY 4, 2005
<PAGE>
BASIC LEASE INFORMATION
LEASE DATE:
JANUARY 4, 2005
LANDLORD:
SHERIDAN PROFESSIONAL CENTRE, LTD., L.L.L.P., a Florida
limited liability limited partnership.
TENANT:
NORTH POINTE FINANCIAL SERVICES INC., a Michigan corporation.
LEASED PREMISES: SUITE No. 205 (the "LEASED
PREMISES"), which contains 1,005
square feet of net rentable area (the "NET RENTABLE
AREA"), as defined in the Leased Premises section of the
Lease, located in the office building commonly known as
SHERIDAN PROFESSIONAL CENTRE (the "BUILDING"), located at
11011 Sheridan Street, Cooper City, Florida 33026 (the
"PROPERTY"). The Leased Premises are outlined on the site
plan attached to the Lease as EXHIBIT A.
TERM:
The "TERM" shall be THIRTY-EIGHT (38) MONTHS, commencing on
JANUARY 1, 2005 (the "COMMENCEMENT DATE"), and ending at 5:00
P.M. on the last day of the THIRTY-EIGHTH (38TH) full
calendar month following the Commencement Date, subject to
adjustment and earlier termination as provided in the Lease.
BASE RENT:
As used herein, the term "BASE RENT" shall be the following
amounts for the following periods of time and based upon
1,005 square feet of Net Rentable Area:
<TABLE>
<CAPTION>
ANNUAL
BASE RENT
PER SQUARE BASE RENT
MONTHLY BASE
PERIOD
FOOT
FOR PERIOD
RENT
------
----
----------
----
<S>
<C>
<C>
<C>
MONTHS 1 - 2 $ 0.00 $
0.00
$
0.00
MONTHS 3 - 14 $ 17.00 $
17,085.00 $
1,423.75
MONTHS 15 -26 $ 17.68 $
17,768.40 $
1,480.70
MONTHS 27 -38 $ 18.39 $
18.481.95 $
1.540.16
</TABLE>
As used herein, the term "LEASE MONTH" shall mean each
calendar month during the Term (and if the Commencement Date
does not occur on the first day of a calendar month, the
period from the
Commencement Date to the first day of the
next calendar month shall be included in the first Lease
Month for purposes of determining the duration of the Term
and the monthly Base Rent rate applicable for such partial
month).
FIRST MONTH'S
BASE RENT:
ONE THOUSAND FIVE HUNDRED NINE AND 18/100 DOLLARS
($1,509.18), which represents payment of Base Rent for the
first full calendar month of the Lease including State of
Florida six percent (6%) sale tax.
FIRST MONTH'S
ADDITIONAL RENTS: FOUR HUNDRED SIXTY-SIX AND 07/100
DOLLARS ($466.07), which
represents payment of Additional Rents for the first full
calendar month of the Lease including State of Florida six
percent (6%) sale tax.
SECURITY DEPOSIT: THREE THOUSAND EIGHT HUNDRED
FORTY-TWO AND 46/100 DOLLARS
($3,842.46), which is the equivalent of TWO (2) months'
average Base Rent and Additional Rents.
RENT:
As used herein, the term "RENT" shall mean Base Rent,
Tenant's Proportionate Share of Additional Rent and
Impositions, and all other sums that Tenant may owe to
Landlord or otherwise be required to pay under the Lease.
2
<PAGE>
PERMITTED USE: OFFICES FOR
INSURANCE BUSINESS.
TENANT'S
PROPORTIONATE
SHARE:
ONE POINT SEVEN ZERO PERCENT (1.70%), which is the percentage
obtained by dividing the 1,005 square feet of Net Rentable
Area in the Leased Premises by the 59,097 square feet of Net
Rentable Area in the Building. Landlord and Tenant stipulate
that the number of square feet of Net Rentable Area in the
Leased Premises and in the Building set forth above shall be
binding upon them.
INITIAL LIABILITY
INSURANCE AMOUNT: $2,000,000.00
TENANT
IMPROVEMENT
ALLOWANCE:
None. The Landlord shall provide Tenant with the Leased
Premises improved as depicted on the space plan attached to
the Lease as EXHIBIT B.
RENEWAL OPTION: Provided no Event of
Default exists and Tenant is occupying
the entire Leased Premises at the time of such election,
Tenant may renew this Lease for ONE (1) ADDITIONAL PERIOD OF
THREE (3) YEARS at the then market rate, by delivering
written notice of the exercise thereof to Landlord not
earlier than two hundred seventy (270) days or later than one
hundred eighty (180) days before the expiration of the Term.
If Tenant timely notifies Landlord of Tenant's acceptance of
its' option to renew, then, on or before the commencement
date of the extended Term, Landlord and Tenant shall execute
an amendment to this Lease extending the Lease Term on the
same terms provided in this Lease, except as follows:
(a) Tenant shall have no further renewal option unless
expressly granted by Landlord in writing; and
(b) Landlord shall lease to Tenant the Leased Premises in its
then-current condition, and Landlord shall not provide to
Tenant any allowances (e.g., moving allowance, construction
allowance, and the like) or other Tenant inducements.
TENANT'S ADDRESS: Prior to Commencement Date:
Following Commencement Date:
North Pointe Financial
North Pointe
Financial
Services, Inc.
Services, Inc.
28819 Franklin Road
28819 Franklin Road
Southfield, MI 48034
Southfield, MI 48034
Attention: B. Matthew Petcoff Attention: B. Matthew
Petcoff
Telephone: 248-358-1171 x 138 Telephone: 248-358-1171 x
138
Telecopy: 248-358-3041
Telecopy:
248-358-3041
LANDLORD'S
ADDRESS:
For all Notices:
With a copy to:
Halliday Group
INTENTIONALLY OMITTED
Realty Management, Inc.
1800 Southeast Tenth Avenue
Suite 210
Fort Lauderdale, Florida 33316
Attention: Property Manager Attention:
Telephone: 954-767-0700
Telephone.
Telecopy: 954-767-0800
Telecopy:
3
<PAGE>
The foregoing Basic Lease Information is
incorporated into and made a part of
the Lease identified above. If any conflict
exists between any Basic Lease
Information and the Lease, then the Lease
shall control.
LANDLORD:
WITNESSES:
SHERIDAN PROFESSIONAL CENTRE, LTD.,
L.L.L.P. a Florida limited liability limited
partnership
/s/ Tim Davey
--------------------------- By: Sheridan
Professional Centre, Inc., a Florida
Tim Davey
corporation, its general partner
/s/ Earlene Thurston
By: /s/ John C. Halliday III
---------------------------
-----------------------------------
Earlene Thurston
Name: John C. Halliday III
Title: Vice President
WITNESSES:
TENANT:
/s/ Rochelle Kaplan
NORTH POINTE FINANCIAL SERVICES,
--------------------------- INC., a Michigan
corporation
Rochelle Kaplan
By: /s/ B. Matthew Petcoff
/s/ Rose Detzler
-----------------------------------
-------------------------- Name: B. Matthew
Petcoff
Rose Detzler
Title: Executive Vice President & COO
4
<PAGE>
SHERIDAN PROFESSIONAL CENTRE
STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter
referred to as the "Lease") made and
entered into this 4th day of JANUARY, 2005,
by and between SHERIDAN PROFESSIONAL
CENTRE, LTD., L.L.L.P. (hereinafter called
"LANDLORD") whose address for the
purposes hereof is 1800 Southeast Tenth
Avenue, Suite 210, Fort Lauderdale,
Florida 33316, and NORTH POINTE FINANCIAL
SERVICES, INC. (hereinafter called
"TENANT"), a Michigan corporation, whose
address for purposes hereof is 28819
FRANKLIN ROAD, SOUTHFIELD, MI 48034.
WITNESSETH:
LEASED PREMISES:
1. Subject to and upon
the terms, provisions, covenants and conditions
hereinafter set forth, and each in consideration of the duties,
covenants
and
obligations of the other hereunder, LANDLORD does hereby lease,
demise
and let to
TENANT office space (hereinafter called the "Leased Premises")
in the
building known as SHERIDAN PROFESSIONAL CENTRE (hereinafter
called
the
"Building"), located at 11011 Sheridan Street, Cooper City,
Florida
33026
(hereinafter called the "Property"), such Leased Premises being
more
particularly described as SUITE 205, which is comprised of
1,005
square
feet of Net Rentable Area (hereinafter defined) located in the
Building as reflected
on the floor plan of such Leased Premises attached
hereto as
Exhibit "A" and made a part hereof identified by the signatures
or
initials of LANDLORD and TENANT.
The term
"Net Rentable Area" as used herein, shall refer to: (i) in the
case of a
single-tenancy building, all space measured from the outside
surface of
the outer glass of the building to the outside surface of the
opposite
outer wall, including, but not limited to, all columns, inside
walls, and
fixtures, and (ii) in the case of a multi-tenancy building, all
space
within the outside surface of the outer wall and/or outer glass
enclosing
the tenant occupied portion and measured to the midpoint of the
walls
separating areas leased by or held for lease to other tenants,
including,
but not limited to, all columns, inside walls, and fixtures.
No
deduction from Net Rentable Areas is made for columns necessary to
the
Building.
The Net Rentable Areas in the Leased Premises and in the
Building
have been calculated on the basis of the foregoing definition
and
are hereby
stipulated above as to the Leased Premises, whether the same
should be
more or less as a result of minor variations resulting from
actual
construction and completion of the Leased Premises for occupancy
so
long as
such work is done substantially in accordance with the approved
plans.
TERM:
2. This Lease shall be
for the term of THIRTY-EIGHT (38) months commencing on
the FIRST
day of JANUARY, 2005, (hereinafter called the "Commencement
Date") and
ending the TWENTY-NINTH day of FEBRUARY, 2008, (hereinafter
referred
to as the "Lease Term" or "Term") unless sooner terminated or
extended
as provided herein. In the event the LANDLORD is unable to give
possession
of the Leased Premises on the Commencement Date of the
aforesaid
Lease Term by reason of the holding over of any prior tenant or
tenants or
for any other reasons, an abatement or diminution of the rent
to be paid
hereunder shall be allowed TENANT under such circumstances
until
possession is given to TENANT. The Term of the Lease shall then
commence
on the first day of the month of such occupancy. (Commencement
Date) and
continue until the end of the Lease Term, which shall be
extended
by the delay in occupancy. Said abatement or diminution in rent
shall be
the full extent of LANDLORD'S liability to TENANT for any loss
or
damage to
TENANT on account of said delay in obtaining possession of the
Leased
Premises. There shall be no delay in the commencement of the
Term
of this
Lease and/or payment of rent where TENANT fails to occupy the
Leased
Premises when same are ready for occupancy, or when LANDLORD
shall
be delayed
in substantially completing such Leased Premises as a result
of:
5
<PAGE>
(a)
TENANT'S failure
to promptly approve working drawings and plans as
required, or;
(b)
TENANT'S failure
to approve cost estimates within one (1) week, or;
(c)
TENANT'S failure
to promptly select materials, finishes, or
installation, or;
(d)
TENANT'S changes
in plans (notwithstanding LANDLORD'S approval of
any such changes), or;
(e)
Any other act of
omission by TENANT or its agents, or failure to
promptly make other decisions necessary to the preparation of
the
Leased Premises for occupancy.
The
commencement of the Term and the payment of rent shall not be
affected,
delayed or deferred on account of any of the foregoing. For the
purposes
of this paragraph, the Leased Premises shall be deemed
substantially completed and ready for occupancy by TENANT when
LANDLORD'S
Supervising Architect or Construction Manager certifies in writing
that
the work
required of LANDLORD, if any, has been substantially completed
in
accordance
with said approved plans and specifications.
Taking
possession of the Leased Premises by TENANT shall be conclusive
evidence
against TENANT that the Leased Premises were in good and
satisfactory condition when possession was taken. This Lease does
not
grant any
right to light or air over or about the Leased Premises or
Building.
If TENANT,
with LANDLORD'S consent, shall occupy the Leased Premises prior
to the
beginning of the Lease Term as specified above, all provisions
of
this Lease
shall be in full force and effect commencing upon such
occupancy,
and rent for such period shall be paid by TENANT at the same
rate
herein specified.
BASE RENT:
3. TENANT agrees to pay
LANDLORD a total "Base Rental" of FIFTY-THREE
THOUSAND
THREE HUNDRED THIRTY-FIVE AND 35/100 DOLLARS ($53,335.35) being
an annual
Base Rental of SEVENTEEN THOUSAND EIGHTY-FIVE AND NO/100
DOLLARS
($17,085.00) in equal monthly installments of ONE THOUSAND FOUR
HUNDRED
TWENTY-THREE AND 75/100 DOLLARS ($1,423.75) which is computed at a
Base
Rental OF
SEVENTEEN AND NO/100 DOLLARS ($17.00) per rentable square foot
per annum
for each and every calendar month of the Term of this Lease,
subject to
increases as outlined in the attached "Basic Lease
Information", in money of the United States of America, at the
Management
Office of
the Building located at 1800 Southeast Tenth Avenue, Suite 210,
Fort
Lauderdale, Florida 33316.
LANDLORD,
upon execution of this Lease by LANDLORD and TENANT, hereby
acknowledges receipt of payment by TENANT of the sum of ONE
THOUSAND FIVE
HUNDRED
NINE AND 18/100 DOLLARS ($1,509.18) representing payment of
Base
Rent for
the first full calendar month of this Lease, including sales
tax.
The
balance of the total Base Rent is payable in equal monthly
installments as specified above, on the first day of each month
hereafter
ensuing
the first payment of which shall be due and payable on the
FIRST
of
FEBRUARY, 2005. If the Term of this Lease commences on any day of
a
month
other than the first day, TENANT shall pay LANDLORD Base Rent
as
provided
for herein for such commencement month on a pro rata basis
(such
proration
to be based on the actual number of days in the commencement
month) and
the first month's Base Rent paid by TENANT, if any, upon
execution
of this Lease shall apply and be credited to the next full
month's
Base Rent due hereunder. Base Rent for any partial month of
occupancy
at the end of the Term of this Lease will be prorated, such
proration
to be based on the actual number of days in the partial month.
In
addition to Base Rental, TENANT shall and hereby agrees to pay
to
LANDLORD
each month a sum equal to any sales tax, tax on rentals, and
any
other
charges, taxes and/or impositions now in existence or hereafter
imposed
based upon the privilege of renting the space leased hereunder
or
upon the
amount of rentals collected therefore. Nothing herein shall,
however,
be taken to require TENANT to pay part of any federal and/or
state
taxes on income imposed upon LANDLORD.
If
TENANT'S Base Rent or any other "Additional Rents" (as such term
is
hereinafter defined) shall be unpaid for more than TEN (10)
BUSINESS DAYS
past its
due date, then
6
<PAGE>
TENANT
shall pay an administrative charge of ten percent (10%) of the
amount past due to LANDLORD.
Any amounts remaining due and unpaid will
accrue
interest at the maximum legally prevailing rate from the date
that
the
payment becomes due through the date paid. In the event that
TENANT'S
check
shall be dishonored by the bank for non-sufficient funds,
uncollected funds, or stop payment by TENANT, TENANT shall pay
to
LANDLORD,
an additional FIFTY DOLLARS AND NO CENTS ($50.00) or five
percent
(5%) of the amount of the check, whichever is greater as
allowable
by
law.
ADDITIONAL RENTS:
4A. In addition to the Base Rent
as provided above, the TENANT shall pay as
Additional
Rents annual operating expenses (hereinafter called the
"Operating
Expenses") in the amount of FIVE THOUSAND TWO HUNDRED
SEVENTY-SIX AND 25/100 DOLLARS ($5,276.25) payable in monthly
installments
in equal
monthly installments of FOUR HUNDRED THIRTY-NINE AND 69/100
DOLLARS
($439.69) which is computed at Base Year (which the parties
hereto
agree shall be
calendar year 2004) rate of FIVE AND NO/100 DOLLARS ($5.25)
per
rentable square foot per annum for each and every calendar month
of
the Term
of this Lease, in money of the United States of America, at the
Management
Office of the Building located at 1800 Southeast Tenth Avenue,
Suite 210,
Fort Lauderdale, Florida 33316.
LANDLORD,
upon execution of this Lease by LANDLORD and TENANT, hereby
acknowledges receipt of payment by TENANT of the sum of FOUR
HUNDRED
SIXTY-SIX
AND 07/100 DOLLARS ($466.07) representing payment of Operating
Expenses
for the first full calendar month of this Lease, including
sales
tax. The
balance of the total Operating Expenses is payable in equal
monthly
installments as specified above, on the first day of each month
hereafter
ensuing the first payment of which shall be due and payable on
the FIRST
of FEBRUARY, 2005. If the Term of this Lease commences on any
day of a
month other than the first day, TENANT shall pay LANDLORD
Operating
Expenses as provided for herein for such commencement month on
a
pro rata
basis (such proration to be based on the actual number of days
in
the
commencement month) and the first month's Operating Expenses paid
by
TENANT, if
any, upon execution of this Lease shall apply and be credited
to the
next full month's Operating Expenses due hereunder. Operating
Expenses
for any partial month of occupancy at the end of the Term of
this Lease will be prorated, such
proration to be based on the actual
number of
days in the partial month.
In the
event the cost to the LANDLORD for the Operating Expenses of
the
Property,
as hereinafter defined, during any calendar year of the Lease
Term
subsequent to the Base Year shall exceed the cost to the LANDLORD
for
the
Operating Expenses of the Property during the Base Year, then
TENANT
shall pay
to LANDLORD as Additional Rents TENANT'S "Proportionate Share"
(as such term is
hereinafter defined) of the increase in such costs for
each
calendar year, if any. LANDLORD shall notify TENANT within one
hundred
twenty (120) days after the end of the Base Year and each
calendar
year
thereafter during the Term hereof, of the amount that is
TENANT'S
Proportionate Share. The Proportionate Share shall be due and
payable upon
receipt of
the notice from LANDLORD of same. The Proportionate Share to be
paid by
the TENANT shall be the percentage that the Net Rentable Area
then
leased by
the TENANT in the Building bears to the Total Net Rentable Area
contained
in the Building, which is 59,097 rentable square feet. The
amount of
such Additional Rents, if any, shall be determined in
accordance
with the
following formula: Net Rentable Area of the Leased Premises
divided by
Total Net Rentable Area of the Building (the "Proportionate
Share")
multiplied by any increase in Operating Expenses over the
Operating
Expenses of the Base Year equals Additional Rents due from
TENANT
except that such Additional Rents shall be prorated for any
partial
calendar
year following the commencement of the Lease Term.
The term
"Operating Expenses" as used herein shall mean the cost of all
expenses,
cost and disbursements of every kind and nature which LANDLORD
shall pay
or become obligated to pay because of or in connection with the
ownership,
maintenance and/or operation of the Property computed on the
accrual
basis, but shall not include the replacement of capital
investment
items and
new capital improvements. By way of explanation and
clarification, but not by way of limitation, these Operating
Expenses will
include
the following:
a)
Wages and
salaries of all employees engaged in operation and
maintenance of the
7
<PAGE>
Property, employer's social security and Medicare taxes,
unemployment taxes or insurance, and any other taxes which may
be
levied upon such wages and salaries and benefits, the cost of
disability and hospitalization insurance, the cost of worker's
compensation insurance and rental insurance customarily supplied
by
LANDLORD, and any other insurance supplied by LANDLORD, pension
or
retirement benefits, or any other fringe benefits for such
employees.
b)
All
supplies and materials used in the operation and maintenance of
the Property.
c)
Cost of
all utilities including water, sewer, electricity, gas, fuel
oil and such other energy sources, used by the Property and not
charged directly to another tenant.
d)
Cost of
customary property management fees and costs, common area
janitorial services, trash, garbage and bulk trash removal,
servicing, maintenance and/or monitoring of all systems and
equipment, including, but not limited to, plumbing, heating,
air
conditioning, ventilating, lighting, electrical, security and
fire
alarms, fire pumps, fire extinguishers, exit lights, painting,
window cleaning, landscaping and gardening, pest control,
maintenance and repair of the roof, maintenance and scaling of
the
parking areas, fire protection, signage costs and service
contracts,
and legal and accounting fees and costs.
e)
Cost of
casualty and liability insurance applicable to the Property
and LANDLORD'S personal property used in connection therewith.
f)
All taxes,
assessments and impositions, and governmental charges,
including real estate taxes, whether federal, state, county or
municipal, and whether they be taxing districts or authorities
presently taxing the Property, Building and/or Leased Premises or
by
others, subsequently created or otherwise, and any other taxes,
assessments and impositions attributable to the Property or its
operation and maintenance excluding however, federal and state
taxes
on income.
g)
Cost of
Capital Improvement items installed for the purpose of
reducing costs.
h)
Cost of
Sheridan Professional Centre Condominium Association Fees.
LANDLORD
agrees to maintain accounting books and records reflecting
Operating
Expenses of the Property in accordance with generally accepted
accounting
principles.
In the
event the Operating Expenses in any year after the Base Year
are
reduced
because of a major capital improvement or by the use of
automation, then the Operating Expenses for the Base Year shall be
reduced
for the
purpose of determining Additional Rents as though such
improvement
or
automation was in effect during the Base Year.
LANDLORD
shall notify TENANT within one hundred twenty (120) days after
the end of
the Base Year and each calendar year thereafter during the Term
hereof, of
the amount which LANDLORD estimates (as evidenced by budgets
prepared
by or on behalf of LANDLORD) will be the amount of TENANT'S
Proportionate Share of increases in Operating Expenses for the
then
current
calendar year and TENANT shall pay such sum in advance to
LANDLORD
in equal
monthly installments during the balance of said calendar year,
on
the first
day of each remaining month in said calendar year commencing on
the first
day of the first month following TENANT'S receipt of such
notification. Within one hundred twenty (120) days following the
end of
each
calendar year after the Base Year, LANDLORD shall submit to TENANT
a
statement
showing the actual amount which should have been paid by TENANT
with
respect to increases in Operating Expenses for the past
calendar
year, the
amount thereof actually paid during that year by TENANT with
respect to
increases in Operating Expenses for the past calendar year, the
amount
thereof actually paid during that year by TENANT and the amount
of
the
resulting balance due thereon, or overpayment thereof, as the case
may
be. Said
statement shall become final and conclusive between the
parties,
their
successors and assigns as to the matters set forth therein
unless
LANDLORD
receives written objections with respect thereto within said
thirty
(30) day period. Any balance shown to be due pursuant to said
statement
shall be paid by TENANT to LANDLORD within thirty (30) days
following
TENANT'S receipt thereof and any overpayment shall be credited
against
TENANT'S obligation to pay expected additional rent in
connection
with
anticipated increases in Operating Expenses or, if by reason of
any
termination of the Lease no such future obligation exists, refunded
to
TENANT.
Anything herein to the contrary notwithstanding, TENANT shall
not
delay or
withhold payment of any balance shown to be due pursuant to a
statement
rendered by LANDLORD to TENANT, pursuant to the terms hereof,
because of
any objection which TENANT may raise with respect thereof and
LANDLORD
shall credit any overpayment found
8
<PAGE>
to be
owing to TENANT against TENANT'S Proportionate Share of increases
in
Operating
Expenses for the then current calendar year (and future
calendar
years, if
necessary) upon the resolution of said objection or, if at the
time of
the resolution of said objection the Lease Term has expired,
refund to
TENANT any overpayment to be owing to TENANT.
Additional
Rents, due by reason of the provisions of this subparagraph 4A
for the
final months of this Lease, is due and payable even though it
may
not be
calculated until a date subsequent to the termination date of
this
Lease; the
Operating Expenses for the calendar year during which the Lease
terminates
shall be prorated according to that portion of said calendar
year that
this Lease was actually in effect. TENANT expressly agrees that
LANDLORD,
at LANDLORD'S sole discretion, may apply the Security Deposit
specified
in Paragraph 7 hereof, if any, in full or partial satisfaction
of any
Additional Rents due for the final months of this Lease by
reason
of the
provisions of this subparagraph 4A. If said Security Deposit is
greater
than the amount of any such Additional Rents and there are no
other sums
or amounts owed LANDLORD by TENANT by reason of any other
terms,
provisions, covenants or conditions of this Lease, then
LANDLORD
shall
refund the balance of said Security Deposit to TENANT as provided
in
Paragraph
7 hereof. Nothing herein contained shall be construed to
relieve
TENANT, or
imply that TENANT is relieved, of the liability for or the
obligation
to pay any Additional Rents due for the final months of this
Lease by
reason of the provisions of this Paragraph 4A if said Security
Deposit is
less than such Additional Rents. If in any calendar year
following
the Base Year, the increase in Operating Expenses is negative,
no
Additional Rents is to be charged, but Additional Rents shall
nevertheless be collected at the previous year's rate and
adjusted
thereafter.
4B. In the event that
"Impositions" (as such term is hereinafter defined)
against
the Property is increased during any calendar year of the Lease
Term
subsequent to the Base Year over the amount of said Impositions
during the
Base Year, then TENANT shall pay to LANDLORD, as Additional
Rents,
TENANT'S proportionate share of the increases over the Base Year
in
such
Impositions for each subsequent calendar year, if any.
The term
"Impositions" as used herein shall mean all impositions, taxes,
assessments (special or otherwise), water and sewer assessments and
other
governmental liens or charges of any and every kind, nature and
sort
whatsoever, ordinary and extraordinary, foreseen and unforeseen
and
substitutes therefor, including all taxes whatsoever (except only
those
taxes of
the following categories: any inheritance, estate, succession,
transfer or gift taxes
imposed upon LANDLORD or any income taxes
specifically payable by LANDLORD as a separate tax paying entity
without
regard to
LANDLORD'S income source as arising from or out of the
Property)
attributable in any manner to the Property or the "Rents" (as such
term is
hereinafter define) receivable therefrom, or any part thereof, or
any use
thereon,
or any facility located therein or used in conjunction
therewith
or any
charge or other payment required to be paid to any governmental
authority,
whether or not any of the foregoing shall be designated "real
estate
tax," "sales tax," "rental tax," "excise tax," "business tax,"
or
designated
in any other manner.
LANDLORD
shall notify TENANT, within one hundred twenty (120) days after
the end of
the Base Year and each calendar year thereafter, of the amount
which (as
evidenced by budgets prepared by or on behalf of LANDLORD) will
be the
amount of TENANT'S Proportionate Share of increases in
Impositions
for the
then current calendar year and TENANT shall pay such sum to
LANDLORD
in equal monthly installments during the balance of said
calendar
year, in
advance on the first day of each month commencing on the first
day of the
first month following TENANT'S receipt of such notification.
Within one
hundred twenty (120) days following the date on which LANDLORD
receives a
tax bill or statement showing what the actual Impositions are
with respect to each
calendar year, LANDLORD shall submit to TENANT a
statement,
together with a copy of said bill or statement, showing the
actual
amount to be paid by TENANT in the year in question with respect
to
increases
in Impositions for such year, the amount thereof theretofore
paid by
TENANT and the amount of the resulting balance due thereon, or
overpayment thereof, as the case may be. Any balance shown to be
due
pursuant
to said statement shall be spread over the remaining months of
the year
and be paid by TENANT to LANDLORD or after the close of the
calendar
year within ten (10) days following TENANT'S receipt thereof
and
any
overpayment shall be credited against TENANT'S obligation to
pay
such Additional
Rents in connection with increased Impositions in later
years, or,
if no such future obligation exists, be refunded to TENANT.
9
<PAGE>
Additional
Rents, due by reason of the provisions of this subparagraph 4B
for the
final months of this Lease, shall be payable even though the
amount
thereof is not determinable until subsequent to the termination
of
the Lease;
the Impositions for the calendar year during which the Lease
terminates
shall be prorated according to that portion of said calendar
year that
this Lease was actually in effect. TENANT expressly agrees that
LANDLORD,
at LANDLORD'S sole discretion, may apply the Security Deposit
specified
in Paragraph 7 hereof, if any, in full or partial satisfaction
of any
Additional Rents due for the final months of this Lease by
reason
of the
provisions of this subparagraph 4B. If said Security Deposit is
greater
than the amount of such Additional Rents and there are no other
sums or
amounts owed LANDLORD by TENANT by reason of any other terms,
provisions, covenants or conditions of this Lease, then LANDLORD
shall
refund the
balance of said Security Deposit to TENANT as provided in
Paragraph
7 hereof. Nothing herein contained shall be construed to
relieve
TENANT, or
imply that TENANT is relieved, of the liability for or the
obligation
to pay any Additional Rents due for the final months of this
Lease by
reason of the provisions of this subparagraph 4B if said
Security
Deposit is
less than such Additional Rents, nor shall LANDLORD be required
to first
apply said Security Deposit to such Additional Rents if there
are
any other
sums of amounts owed LANDLORD by TENANT by reason of any of the
terms,
provisions, covenants or conditions of this Lease. If in any
calendar
year following the Base Year the increase in Impositions is
negative,
no Additional Rents is to be charged, but Additional Rents
shall
be
collected at the previous year's rate and adjusted thereafter.
4C. It is the intention of the
parties hereto to provide that the TENANT shall
pay in
advance of their due rent TENANT'S Proportionate Share of
increases
in
Operating Expenses and Impositions, collectively called the
"Additional
Rents",
and to share in reduction only by category to the end that an
increase
in Operating Expenses and Impositions shall not be offset by a
decrease
in taxes and impositions and vice versa. In no event shall the
Base Rent
be reduced by reason of decreases in Operating Expenses and/or
Impositions. Failure of LANDLORD to provide the statements called
for
hereunder
within the time frame prescribed shall not relieve TENANT from
its
obligations hereunder.
INCREASE IN BASE RENT:
5. See "Basic Lease
Information" for Base Rent increases.
TIME OF PAYMENT:
6. TENANT agrees that
TENANT will promptly pay said "Rents" (Base Rent as the
same may
be adjusted from time to time pursuant to Paragraphs 3 and 5
and
Additional
Rents) without written notice from LANDLORD, at the times and
place
stated above; that TENANT will pay charges for work performed
on
order of
TENANT, and any other charges that accrue under this Lease;
that,
if any
part of the Rents or above mentioned charges shall remain due
and
unpaid for
seven (7) calendar days next after the same shall become due
and
payable, LANDLORD shall have the option (in addition to all
other
rights and
remedies available to it by law and in equity) of declaring the
balance of
the entire Rents for the entire Term of this Lease to be
immediately due and payable, and LANDLORD may then proceed to
collect all
of the
unpaid Rents called for by this Lease by distress or otherwise.
SECURITY DEPOSIT:
7. TENANT concurrently
with the execution of this Lease, has deposited with
LANDLORD
the sum of THREE THOUSAND EIGHT HUNDRED FORTY-TWO AND 46/100
DOLLARS
($3,842.46) representing two months' average Rents, the receipt
of
which is
hereby acknowledged by LANDLORD, which sum shall be retained by
LANDLORD
as security for the payment by TENANT of the Rents and all
other
payments
herein agreed to be paid by TENANT, and for the faithful
performance by TENANT of the terms, provisions, covenants and
conditions
of this
Lease. It is agreed that LANDLORD, at LANDLORD'S option, may at
the time
of any default by TENANT under any of the terms, provisions,
covenants
or conditions of this Lease, apply said sum or any part thereof
toward the
payment of the Rents and all other sums which are due and
payable by
TENANT under this Lease, but such covenants and TENANT'S
liability
under this Lease shall thereby be discharged only provided that
TENANT
shall remain liable for any amounts that such sum shall be
insufficient to pay; that LANDLORD may
10
<PAGE>
exhaust
any and all rights and remedies against TENANT before resorting
to
said sum,
but nothing herein contained shall require or be deemed to
require
LANDLORD to do so; that in the event this deposit shall be
returned by LANDLORD to TENANT
within thirty (30) days next after the
expiration
of the Term of this Lease or the determination and payment of
the amount
due under Paragraph 4 of this Lease, if any, whichever later
occurs.
LANDLORD shall not be required to pay TENANT any interest on
said
Security
Deposit. LANDLORD may co-mingle said Security Deposit with
other
tenant's
deposits, at the sole option of the LANDLORD. In the event that
the
LANDLORD exercises its option to utilize the TENANT'S Security
Deposit
for
amounts due and payable to LANDLORD, TENANT agrees to replenish
said
Security
Deposit to the original amount required or any amount required
that is
deemed adequate by LANDLORD. Upon sale of the Property by
LANDLORD,
TENANT agrees to hold LANDLORD harmless for any amounts due to
TENANT and
agrees to look to the new owner for said Security Deposit.
USE:
8. The TENANT will use
and occupy the Leased Premises for the following use
or purpose
and for no other use or purpose: OFFICES FOR INSURANCE
BUSINESS.
TENANT shall supply LANDLORD with a current copy of all
required
occupational and/or other license(s) prior to occupancy or within
seven
(7)
calendar days thereof. TENANT shall also furnish a copy of each
yearly
renewal
license(s) to the LANDLORD within seven (7) calendar days of
receipt of
such license(s). Failure to submit copies to LANDLORD and/or
failure to
obtain such occupational and/or other license(s) shall be
considered
a breach of this Lease and TENANT shall hereby be in default of
this
Lease.
QUIET ENJOYMENT:
9. Upon payment by TENANT
of the Rents herein provided, and upon the
observance
and performance of all terms, provisions, covenants and
conditions
on TENANT'S part to be observed and performed, TENANT shall,
subject to
all of the terms, provisions, covenants and conditions of this
Lease
Agreement, peaceably and quietly hold and enjoy the Leased
Premises
for the
Term hereby demised.
INSURANCE PREMIUMS:
10. In the event the LANDLORD'S
insurance premiums exceed the standard premium
rates
because the nature of TENANT'S operation results in extra
hazardous
exposure,
then TENANT shall, upon receipt of appropriate invoices from
LANDLORD,
reimburse LANDLORD for such increase in premiums. It is
understood
and agreed between the parties hereto that any such increase in
premiums
shall be considered as Rents due and shall be included in any
lien for
Rents.
RULES AND REGULATIONS:
11. TENANT agrees to comply with
all rules and regulations LANDLORD may adopt
from time
to time for operation of the Property and parking areas and
protection
and welfare of Property and parking areas, its tenants,
visitors
and occupants. The present rules and regulations, which TENANT
hereby
agrees to comply with, entitled "Rules and Regulations" are
attached
hereto and are by this reference incorporated herein. Any
future
rules and
regulations shall become a part of this Lease, and TENANT
hereby
agrees to
comply with the same upon delivery of a copy thereof to TENANT,
provided
the same do not materially deprive TENANT of its rights
established under this Lease.
Notwithstanding anything contained in this
Lease to
the contrary, Tenant covenants and
