Exhibit 10.42
TRIPLE NET COMMERCIAL
LEASE
This Triple Net
Lease is made and entered into this 7th day of September, 2000, at
Pensacola, Florida, by and between CORDOVA ASSOCIATES, LLC, a
Florida limited liability company or its assigns, (hereinafter
referred to as “Lessor”), and NT Corporation, a
Delaware corporation, (hereinafter referred to as
“Lessee”).
WITNESSETH:
WHEREAS, Lessor
is the owner of an 80,000 square foot building located on the
property described in Exhibit A, attached and incorporated by
reference and which building, together with the parking facilities
specifically assigned to Lessee as described herein are hereinafter
referred to as “Leased Premises”.
WHEREAS, Lessee
desires to lease the Leased Premises from the Lessor and Lessee
desires to lease the Leased Premises to the Lessee;
NOW THEREFORE,
in consideration of the foregoing and in consideration of their
covenants, terms, and conditions hereinafter expressed, the parties
hereto agree as follows.
ARTICLE I
DESCRIPTION, USE, TERM, AND
RENT
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1.01
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Lessor hereby
leases to Lessee, and Lessee hereby leases from Lessor, the Leased
Premises; to be used only as an office building and corporate
headquarters for Lessee’s communications business and in
accordance with uses normally incident thereto and for no other
purpose, for the term of 180 months, commencing on the Commencement
Date (which shall be the earlier of the date Lessee first occupies
any portion of the Leased Premises or the date a certificate of
occupancy is issued for the Lessee’s initial occupancy), and
ending on the 15 th annual anniversary of the
Commencement Date which is the “Expiration Date”. For
the first five (5) years of the term the annual rental shall be
$16.00 per square foot of the Leased Premises; for the second five
(5) years of the term (years 6-10 inclusive) the annual rental
shall be $17.50. per square foot of the Leased Premises; and for
the third five (5) years of the term (years 11-15, inclusive) the
annual rental shall be $19.00 per square foot of the Leased
Premises; and throughout the term all rental payments shall be net
of all taxes, maintenance, and insurance, all of which shall be
paid by Lessee. Annual rental shall be paid by Lessee in equal
monthly installments along with any and all applicable sales or use
taxes.
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1.02
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The parties
acknowledge that the Leased Premises consists of 80,000 square
feet. Beginning on the Commencement Date rental shall be based on
40,000 square feet until the earlier of: (i) the date Lessee
occupies any portion of the remaining 40,000 square feet; or (ii)
the date a certificate of occupancy is issued for Lessee’s
occupancy of such remaining 40,000 square feet, at which time
rental shall be based on 80,000 square feet.
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1.03
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Lessee shall
pay Lessor at such place as the Lessor shall designate from time to
time in writing, the aforesaid monthly rental payments plus sales
or use taxes thereon, without demand, set-off, off-set,
counterclaim or deduction of any kind, each in advance due on or
before the first day of each calendar month during aforesaid term:
Rental for any portion of a calendar month shall be pro-rated on a
daily ratable basis.
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INSURANCE AND
INDEMNIFICATION
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Lessee agrees
to and shall secure at its expense from a good and responsible
company or companies doing business in the State of Florida, and
maintain during the entire term of this Lease, the following
coverages all of which shall name Lessor as an additional
insured:
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(1)
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fire and
extended casualty coverage insurance in an amount not less than one
hundred (100%) percent of the value as determined by Lessor in its
discretion of the Leased Premises and other improvements installed
from time to time in, on or about the Leased Premises.
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(2)
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Public
liability insurance in an amount determined appropriate by the
Lessor for loss from an accident resulting in bodily injury to or
death of persons, and for loss from an accident resulting in damage
to or destruction of property.
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(3)
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Workers
Compensation Insurance as and to the extent required by Florida
law.
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(4)
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Casualty
insurance for the replacement value of Lessee’s equipment,
furnishing, fixtures, and assets located in, on or about the Leased
Premises.
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2.02
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Lessee shall,
on demand provide evidence of such insurance to the Lessor. Each of
the policies required of the Lessee shall expressly provide that
such policies shall not be canceled or altered without ten (10)
days prior written notice to the Lessor.
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2.03
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Lessee agrees
that, in the event of loss due to any of the perils for which it
has agreed to provide insurance, Lessee will look solely to its
insurance for recovery.
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2.04
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If the Lessee
at any time during the term hereof should fail to secure or
maintain the forgoing insurance, the Lessor shall be permitted to
obtain such insurance on the Lessee’s name as the agent of
the Lessee, and shall be reimbursed by the Lessee for the cost of
the insurance premiums. The Lessee shall pay the Lessor interest on
paid insurance premiums at the highest lawful rate, computed from
the date the premiums have been paid until reimbursement to Lessor
has been made.
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2.05
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Proceeds from
any policy or policies relating to coverage of the Leased Premises
shall be payable to the Lessor, who shall use such proceeds as
provided below.
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(1)
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If the Leased
Premises should be totally destroyed by fire, flood, or other
casualty, or if they should be so damaged that rebuilding or
repairs cannot reasonably be completed within One Hundred Twenty
(120) working days from the date of such loss (within the
Lessor’s discretion), then this Lease shall terminate, and
rent shall be abated for the unexpired portion of this Lease,
effective as of the date of said loss. If rebuilding or repairs can
be reasonably completed within One Hundred Twenty (120) working
days from the date of said loss (within the Lessor’s
discretion), then the Lessor shall, within such time period,
undertake to rebuild or repair the Leased Premises and other
improvements to substantially the same condition in which they
existed prior to such loss, and no adjustment for rent shall be
made, unless such repair or rebuilding exceeds the aforesaid One
Hundred Twenty (120) day period, in which case rent shall be abated
on a daily ratable basis beginning on the first day after the
expiration of such One Hundred Twenty (120) day period. If the
Leased Premises are partially destroyed so as to render a portion
of the Leased Premises untenantable (in Lessor’s discretion),
then this lease shall not terminate and Lessor shall undertake to
repair or rebuild such portion and rent shall be equitably abated
for the untenantable portion until such repair or rebuilding is
substantially complete.
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2.06
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Lessor shall
not be liable to Lessee for (i) any accident of damage caused by
elevators, heating, plumbing, lighting, electrical, sewer, or other
utility lines or fixtures, (ii) any accident, injury, or death
occurring in connection with the Leased Premises, (iii) or thefts
or losses of or damage to any goods, cash, personal effects,
automobiles, or personal property stored or placed by Lessee, or
Lessee’s employees, agents, visitors, licensees, or invitees,
in, on, or about the Leased Premises. Lessee covenants and agrees
to indemnify and hold Lessor harmless from and against any and all
claims, damages, liabilities, obligations, expenses, costs, causes
of action, or other injuries of every kind and every nature arising
out of Lessee’s use and occupancy of the Leased Premises,
including but not limited to full indemnification for
Lessor’s attorneys fees and expenses, including those
incurred in enforcing this indemnification obligation.
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3.01
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Lessee shall
not commit of suffer to be committed any waste on the Leased
Premises, nor shall Lessee maintain, commit or permit the
maintenance or condition of any nuisance on the Leased Premises or
use the Leased Premises for any unlawful purpose or in any way
other than as permitted by private and/or public regulations or
restrictions.
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REPAIRS, MAINTENANCE &
UTILITIES
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4.01
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Lessee shall
maintain the Leased Premises and equipment, fixtures, and
improvements therein in a condition fit for their intended use and
shall make all necessary repairs including all repairs of the
Leased Premises and improvements in, on, or about the Leased
Premises occasioned by Lessee’s use of the Leased Premises,
including but not limited to maintenance and repair of all heating,
cooling, ventilation, plumbing, electrical, utility and sewer
systems, and all interior and exterior improvements (including
parking lot lighting) regardless of the damages, condition, repair,
or actions which necessitate the repair or maintenance. Lessor
shall repair and maintain at its cost solely the roof, parking lot
surface and basic structural components of the building located on
the Leased Premises. All other repairs and maintenance shall be
performed by Lessee at its sole cost and expense regardless of the
events which necessitate the repair or maintenance.
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4.02
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Lessee shall
also have the following affirmative obligations:
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(1)
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To keep the
portion of the leased Premises including parking facilities
assigned to Lessee as clean and sanitary as the condition of the
premises permits.
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(2)
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To dispose from
the Leased Premises all rubbish, garbage, and other waste in a
clean and sanitary manner.
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(3)
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Not to permit
any person on the premises with Lessee’s permission to
willfully or wantonly destroy, deface, damage, impair or remove any
part of the Leased Premises or the facilities, equipment,
improvements, or appurtenances thereto.
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(4)
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To immediately
notify the Lessor of any damage or other condition of the Leased
Premises or equipment or improvements therein.
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(5)
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To pay when due
any and all amounts required under any and all shared maintenance,
easement, or license agreements to which the Leased Premises are
subject.
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(6)
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To supply the
Leased Premises with all utilities required by Lessee for its
occupancy and to pay any and all charges related thereto, including
the installation, repair, and maintenance of all utility lines,
fixtures and equipment.
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ALTERATIONS, IMPROVEMENTS, AND
FIXTURES
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5.01
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Lessee hereby
accepts the Leased Premises and the building in their present
condition as suitable for the use intended by Lessee. Lessee shall
not alter or improve the Leased Premises without the prior written
consent of the Lessor, and any and all alterations, additions,
improvements, and fixtures made or placed in or on said premises
including floor and wall coverings, lighting fixtures, window
blinds and coverings, and installed equipment and fixtures, shall
on expiration, or sooner termination of this Lease, belong to the
Lessor, without compensation to the Lessee; provided, however, that
Lessor shall have the option to be exercised upon expiration or
sooner termination of this Lease, to require Lessee to remove any
or all of such additions, improvements, or fixtures. It is
contemplated that Lessee shall alter, improve, remodel, and
reconstruct the Leased Premises and install fixtures and equipment
therein all at Lessee’s sole cost and expense and in a manner
reasonably acceptable to Lessor for the purpose of meeting
Lessee’s needs. Forty Thousand (40,000) square feet of the
Leased Premises shall be improved by Lessee within the first two
(2) years of the term and the remainder of the Leased Premises
shall be improved within two (2) years thereafter. Any and all
improvements constructed by Lessee shall be constructed solely
through contractors, subcontractors, architects, engineers and
similar construction service providers acceptable to Lessor all at
Lessee’s sole cost and expense.
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5.02
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Lessor shall
have the right from time to time during the term or any extended
term of this Lease to construct in or on the Leased Premises such
buildings, improvements, equipment, fixtures, or other facilities
as Lessor deems necessary or convenient for Lessor’s
purposes.
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5.03
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The parties
specifically covenant and agree that the Lessee shall have the
right to affix a sign, logo, or other symbol on the exterior of the
building if the following conditions are met:
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