073-CRA Incubator LeaseLAJ
OFFICE LEASE AGREEMENT
THIS OFFICE LEASE AGREEMENT (the "Lease ") is made and entered into as of the � day of ,
2009, by and between Hoogland Orlando, Inc., a Florida corporation ( "Landlord ") and Sanford Community Red elopment
Agency, a body corporate and politic created pursuant to Part 3 of Chapter 163, Florida Statute ( "Tenant'). Pursuant to
the terms of this Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the
Premises from Landlord subject to all matters of record. The Lease includes the following exhibits and attachments: Exhibit A
(Outline and Location of Premises), Exhibit B (Special Stipulations, Expenses and Taxes), Exhibit C (Work Letter, if required),
and Exhibit D (Building Rules and Regulations).
1. Basic Lease Information
1.01 "Building" shall mean the building located at 110 W. First Street, Sanford, FL 32771, commonly known as the
Welaka Building. "Rentable Square Footage of the Building" is deemed to be 25,797 square feet. "Property" shall mean the
Building and the parcel(s) of land on which it is located. "Common Areas" shall mean the portion of the Building and Property
that are designated by Landlord for the common use of tenants and others.
1.02 "Premises" shall mean the area shown on Exhibit to this Lease. The Premises are located on the 1st floor(s)
and known as 110 W. First Street, Sanford, FL 32771. The "Rentable Square Footage of the Premises" is deemed to be
3791 square feet.
1.03 "Base Rent ":
,, ,,Reriodtor Months,�of : �
Termi
Square,
oota e_
Footage
AnnualsRate -P„er
S uarefFoot�
Base�Rent.for
Period
Monthly, Base
= �Rentr�'
09 -01 -09 to 09 -30 -09
3791
$16.00
$5,054.67
$5,054.67
10 -01 -09 to 09 -30 -10
3791
$16.00
$60,656.00
$5,054.67
10 -01 -10 to 09 -30 -11
3791
$16.48
$62,475.68
$5,206.31
10 -01 -11 to 09 -30 -12
3791
$16.97
$64,333.27
$5,361.11
Base Rent includes:
a) Tenant's Pro Rata Share of Taxes and Insurance
b) Electricity: Tenant shall pay to Landlord any amount over the monthly average electric usage
estimated at $1.75 per rentable square foot or $552.85 monthly.
C) Water usage and refuse service
d) Minimum 3 night per week basic janitorial including paper products
Base Rent excludes:
a) Telephone, internet, furniture wiring and /or cable expenses, including but not limited to, installation
and removal charges, repair and /or maintenance charges, monthly or annual fee charges.
b) Florida State Sales Tax: Tenant shall provide a Florida State Sales Tax Exemption Form to
Landlord, otherwise, 7% Florida State Sales Tax will be charged on rental amounts listed amounts.
1.04 "Tenant's Pro Rata Share ": 14.70 %. (3,791 / 25,797)
1.05 "Base Year" for Taxes and Insurance: 2009
1.06 "Term ": A period of 37 months. Subject to Section 2, the Term shall commence on September 1 ,
2009 (the "Commencement Date ") and, unless terminated early in accordance with this Lease, end on September 30 ,
2012 (the "Termination Date "). Tenant shall have a one time option to terminate the Lease Agreement in accordance
with Paragraph 5 of Exhibit B.
1.07 "Security Deposit ": WAIVED
Initial month's Rent of $ _5,054.67 and Florida State Sales Tax, if applicable, of 353.83 for a total of
$5,408.50 is due on or before September 1, 2009.
1.08 "Broker(s) ": First Capital Property Group Inc. and no other .
1.09 "Permitted Use ": General Office and Retail .
1.10 "Notice Addresses ":
Landlord:
Hoogland Orlando, Inc.
c/o First Capital Property Group, Inc.
Attn: Property Management
1516 E. Hillcrest Street, Suite 210
Orlando, Florida 32803
Tenant:
Sanford Community Redevelopment Agency
City of Sanford
Attn: Robert Tunis
300 N. Park Avenue
Sanford, FL 32771
1.11 "Landlord Work" means the work, if any, that Landlord is obligated to perform in the Premises pursuant to the
Special Stipulations, if any, attached to this Lease as Exhibit C.
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Initial
2. Adjustment of Commencement Date; Possession.
2.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section
1.06 as the Commencement Date shall instead be defined as the "Target Commencement Date "; (b) the actual
Commencement Date shall be the date on which the Landlord Work is substantially complete, as reasonably determined by
Landlord; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement
Date. If the Termination Date does not fall on the last day of a,calendar month, Landlord and Tenant may elect to adjust the
Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a
commencement letter agreement setting forth such adjusted date. Landlord's failure to substantially complete the Landlord
Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. If
Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related
Parties (defined in Section 12) or their respective contractors or vendors, including, without limitation, changes requested by
Tenant to approved plans, Tenant's failure to comply with any of its obligations under this Lease, or the specification of any
materials or equipment with long lead times (a "Tenant Delay "), the Landlord Work shall be deemed to be Substantially
Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent
any Tenant Delay.
2.02 The Premises are accepted by Tenant in "as is" condition and configuration without any representations or warranties
by Landlord. Landlord shall not be liable for any failure to deliver possession of the Premises or any other space due to the
holdover or unlawful possession of such space by any party. In such event, the commencement date for such space shall be
postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party.
2.03 Tenant, and its licensees, employees, and customers shall have non - exclusive right to use Common Areas, as
constituted from time to time, such use to being common with Landlord, other tenants of the Building and other persons entitled
to use the Common Areas subject to all encumbrances and the Building rules and regulations. Provided the Tenant performs
all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Lease Term free of claims by or
through Landlord, subject to all the terms and conditions contained in this Lease.
2.04 If Tenant shall enter into possession of all or any part of the Premises prior to the Commencement Date fixed above,
all the covenants and conditions of this Lease shall be binding upon the parties hereto in respect of such possession the same
as if the first day of the Term had been fixed as the date when Tenant entered such possession, except that unless otherwise
indicated in the Special Stipulations, Tenant not shall not be obligated to pay Base Rent during such early occupancy.
3. Rent. Tenant shall pay Landlord, without any setoff or deduction, all Base Rent and Additional Rent due for the Term
(collectively referred to as "Rent ").' "Additional Rent" means all sums (other than Base Rent) that Tenant is required to pay
Landlord under this Lease, including late fees and interest. Tenant shall pay and be liable for all rental, sales and use taxes (but
excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional
Rent shall be due and payable in advance on the first day of each calendar month without notice or demand. All other items of
Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord provided that the installment of Base
Rent and Additional Rent for the first full calendar month of the Term shall be payable upon the execution of this Lease by
Tenant. Rent shall be made payable to the entity and sent to the address Landlord designates. Tenant shall pay Landlord an
administration fee equal to 10% of all past due Rent. In addition, past due Rent shall accrue interest at 12% per annum. Rent
for any partial month during the Term shall be prorated. Tenant shall pay Landlord an administrative fee of $50 if any check
submitted by Tenant is returned unpaid for insufficient funds or any other reason. No endorsement or statement on a check or
letter accompanying payment shall be considered an accord and satisfaction. In the event Tenant makes a partial payment of
past due amounts, the payment shall be applied first to reduce all accrued unpaid late charges and interest, in inverse order of
maturity, and then to reduce all other past due amounts, in inverse order of maturity. Tenant's covenant to pay Rent is
independent of every other covenant in this Lease.
4. Compliance with Laws; Use.
4.01 The Premises shall be used for the Permitted Use stated in Section 1.09 and for no other use whatsoever. Tenant
shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity
( "Laws "), regarding the operation of Tenant's business and the use, condition, configuration and occupancy of the Premises.
Tenant shall comply with the rules and regulations of the Building attached as Exhibit D and such other reasonable rules and
regulations adopted by Landlord from time to time. Tenant shall not permit any objectionable or unpleasant orders, smoke,
dust, gas, noise, vibrations to emanate from the Premises, nor take any other action that would constitute a nuisance or would
disturb or endanger any other tenants of the Building or unreasonably interfere with their use of their respective premises.
4.02 No Hazardous Substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for
those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a
safe manner and in accordance with all applicable laws, rules and regulations. The term "Hazardous Substance" as used in this
Lease shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and /or intensity of
existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other
materials, is either: (i) potentially injurious to the public health, safety or welfare, the environment, or the Premises; (ii)
regulated or monitored by any governmental authority; or (iii) a basis for potential liability of Landlord to any governmental
agency or third party under any applicable statute or common law theory and shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, crude oil or any products or by- products thereof.
5. Security Deposit and First Month's Rent. Tenant shall pay the first month's installment of Base Rent on or before
September 1, 2009. The Security Deposit shall be waived.
6. Building Services. Landlord shall furnish Tenant with the following services: (a) water service for use in the base building
lavatories; (b) HVAC maintenance (c) lighting repair or lamp replacement (d) refuse (e) electricity; (f) 3 night per week basic
janitorial.
Initial
7. Leasehold Improvements. All improvements in and to in the Premises, including any Alterations (collectively,
"Leasehold Improvements ") shall remain upon the Premises at the end of the Term without compensation to Tenant.
Landlord, however, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at its
expense, to remove any electronic, phone and data cabling and related equipment (collectively, "Cable ") installed by or for the
benefit of Tenant and any Landlord Work or Alterations that, in Landlord's reasonable judgment, are not standard office
improvements and are of a nature that would require material removal and repair costs (collectively referred to as "Required
Removables").
B. Repairs and Alterations.
8.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance
or repair and shall promptly provide Landlord with notice of any such conditions. Tenant agrees to promptly report to Landlord
in writing any maintenance problems involving water, moist conditions, or mold and agrees to not block or inhibit the flow of
return or make -up air into the HVAC system serving the premises and to otherwise conduct all activities in the Premises in a
manner that prevents unusual moist conditions or mold growth. Tenant shall, at its sole cost and expense, promptly perform all
maintenance and repairs to the Premises that are not Landlord's express responsibility under this Lease, and shall keep the
Premises in good condition and repair, reasonable wear and tear excepted. if Tenant fails to make any repairs to the Premises
for more than 15 days after notice from Landlord (although notice shall not be required in an emergency), Landlord may make
the repairs, and Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal
to 10% of the cost of the repairs. Landlord shall perform all maintenance and repairs upon the: (a) structural elements of the
Building; (b) mechanical, electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas;
(d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building.
8.02 Tenant shall not make alterations, repairs, additions or improvements or install any Wires (collectively referred to as
"Alterations ") without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably
withheld. In order to obtain such approvals, Tenant shall furnish Landlord with plans and specifications; names of contractors
acceptable to Landlord; required permits and approvals; evidence of contractor's and subcontractor's insurance in amounts
reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts
reasonably required by Landlord. Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of
Tenant's plans for Alterations. In addition, Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any
Alterations equal to 10% of the cost of the Alterations. Upon completion, Tenant shall furnish "as- built" plans for Alterations,
completion affidavits and full and final waivers of lien.
9. Entry by Landlord. Landlord may enter the Premises to inspect or show the Premises, to clean and make repairs,
alterations or additions and to perform or facilitate maintenance, repairs, alterations or additions to any portion of the Building.
Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior verbal notice of
entry. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.
10. Assignment and Subletting. Tenant shall not assign, sublease, tFansfeF oF enGumbeF any iRteFest o n th Lease OF allow
LaFid'OFd as Addit Rent 0
Default, Land!eFd may FequiFe that all sublease-payl-el-ts be made d tO Landlord, 'A WhiGh Gase TeRant shall
Gmdit agai Font in the amou of Te c ... ... .. ....... �.. �... a - o
The Tenant may use the Premises in any way that it deems fit as a business incubator and shall not require any
approvals from the Landlord relative to such use and shall not owe the Landlord any additional compensation of any
type or nature.
11. Liens. Tenant shall not permit mechanic's or other liens to be placed upon the Property or Premises in connection with
any work purportedly done by or for the benefit of Tenant or its transferees. Tenant shall, within 10 days of notice from
Landlord, fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by Law. If
Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any
amount paid by Landlord, including, without limitation, reasonable attorneys' fees.
12. Indemnity and Waiver of Claims. Tenant hereby waives, to the extend permitted by controlling law, all claims against
and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees
and agents (the "Landlord Related Parties ") from all claims for any injury to or death of persons, damage to property or
business loss in any manner related to (a) acts of God, (b) acts of third parties not related to Landlord, (c) the bursting or
leaking of any tank, water closet, drain or other pipe not caused by the direct act of the Landlord; (d) the inadequacy or
failure of any security services, personnel or equipment unless directly caused by the Landlord, (e) arising out of or involving
any Hazardous Substance brought onto the Premises by or for Tenant or by any of Tenant's employees, agents, contractors or
invitees, (f) any matter outside of the reasonable control of Landlord or any Landlord Related Parties to the extent and
limits permitted by controlling State law.
Lands.,. -d „F any L andieFd Rel Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties
harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses,
including, but not limited to, reasonable attorneys' fees and other reasonable professional fees (if and to
the extent permitted by Law), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord
Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises
resulting from any negligent er- y acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties or
any of Tenant's transferees, contractors or licensees. Tenant agrees that all of Tenant's personal property in the Premises or
the Building shall be at the risk of Tenant only and that Landlord, except for Landlord's gress negligence, shall not be liable for
damage to or theft thereof.
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13. Insurance. Tenant shall maintain the following insurance ( "Tenant's Insurance "): (a) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single
limit of $1,000,000.00; (b) Property /Business Interruption Insurance written on an All Risk or Special Perils form, with coverage
for broad form water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost
endorsement covering all of Tenant's business and trade fixtures, equipment, movable partitions, furniture, merchandise and
other personal property within the Premises ( "Tenant's Property") and any Leasehold Improvements performed by or for the
benefit of Tenant; (c) Workers' Compensation Insurance as required by Law and in amounts as may be required by applicable
statute and Employers Liability Coverage of at least $500,000.00 per occurrence. Any company writing Tenant's Insurance
shall have an A.M. Best rating of not less than A -VIII. All Commercial General Liability Insurance policies shall name Landlord
(or its successors and assignees), the managing agent for the Building (or any successor), and their respective members,
principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord and its
successors as the interest of such designees shall appear, as additional insureds. All policies of Tenant's Insurance shall
contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days' advance written notice of any
cancellation, termination, material change or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance,
naming Landleizd as additional i ASUFed, evidencing Tenant's Insurance prior to the earlier to occur of the Commencement Date
or the date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord always
has current certificates evidencing Tenant's Insurance.
Landlord shall maintain a Commercial General Liability and Property/Casualty
Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined
single limit of $1,000,000.00. Landlord shall furnish a Certificate of Insurance to Tenant naming the Tenant as
additionally insured.
14. Subrogation. 8
t to Tena
like Gall-I'Se-8 Of Rnt'OR based on negl whiGh l ess eF darnage i s (eF would have been, had the insuraMe FequiFed by this Lease
15. Casualty Damage. Landlord, by notice to Tenant within 60 days of the date of the fire or other casualty (a "Casualty "),
shall have the right to terminate this Lease if all or any part of the Premises is damaged to the extent that it cannot reasonably
be repaired within 120 days after the date of the Casualty. If this Lease is not terminated, Landlord shall promptly and diligently,
restore the Premises. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for
modifications required by Law. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold
Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements
exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such
repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant
shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. Landlord
shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the
repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is
rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises that is untenable and
unable to be used by Tenant.
16. Condemnation. Either party may terminate this Lease if any material part of the Premises is taken or condemned for any
public or quasi - public use under Law, by eminent domain or private purchase in lieu thereof (a "Taking "). Landlord shall also
have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material
adverse effect on Landlord's ability to profitably operate the remainder of the Building. The terminating party shall provide
written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be
effective on the date the physical taking occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property
of Landlord.
17. Events of Default. Each of the following occurrences shall be considered to be a "Default ": (a) Tenant's failure to pay any
portion of Rent when due, if the failure continues for 3 days after written notice to Tenant, which notice shall be in satisfaction
of, and not in addition to, notice required by Law ( "Monetary Default"); or (b) Tenant's failure (other than a Monetary Default) to
comply with any term, provision, condition or covenant of this Lease, (to include a violation of the Building rules and
regulations) if the failure is not cured within 7 days after written notice to Tenant, which notice shall be in satisfaction of, and not
in addition to, notice required by Law, provided, however, if Tenant's failure to comply cannot reasonably be cured within 7
days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably necessary to cure the failure so long as
Tenant commences to cure within 7 days and Tenant diligently pursues the cure to completion. Landlord shall not be obligated
to provide Tenant with any notice of any default if Landlord has previously provided Tenant a notice of default and opportunity
to cure on more than two occasions in any twelve month period during the Term and that the third or any subsequent failure
during such twelve (12) month period shall constitute an event of default without right to receive notice or cure.
18. Remedies.
18.01 Upon Default, Landlord shall have the right to terminate this Lease or Tenant's right to possession, in which case
Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord may, in
compliance with Law, enter upon and take possession of the Premises. Tenant shall pay Landlord, on demand, all amounts
previously due under this Lease and all damages Landlord may incur by reason of Tenant's breach or default, including all
Costs of Reletting(as defined below) and any deficiency that may arise from reletting or the failure to relet the Premises,
reasonable attorneys' fees as provided for in this Lease, and all other amount to be paid under this Lease for the remainder of
the Term . "Costs of Reletting" shall include all costs and expenses incurred by Landlord in reletting or attempting to relet the
Premises, including, without limitation, reasonable legal fees, brokerage commissions, the cost of alterations and the value of
other concessions or allowances granted to a new tenant. Landlord may collect and receive all rents and other income from
the reletting. Landlord shall not be responsible or liable for the failure to relet all or any part of the Premises or for the failure to
collect any rent. Regardless of a Default or of a termination of this Lease (or of Tenant's right to possession of the Premises),
Tenant will remain liable for payment of all Rent and any other amounts due under this Lease through the remainder of the
Term. Landlord's pursuit of any one or more of the remedies provided in this Lease shall not constitute an election of remedies
excluding the election of another remedy or other remedies, or a forfeiture or waiver of any rent or other amounts payable under
this Lease by Tenant or of any damages or other sums accruing to Landlord by reason of Tenant's violation of any provision of
this Lease.
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Initial
18.02 In lieu of calculating damages under Section 18.01 above, Landlord may elect to receive as damages the sum of (a)
all Rent accrued through the date of termination of this Lease or Tenant's right to possession, and (b) an amount equal to the
total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value, minus the
then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated
Costs of Reletting. If Tenant is in Default of any of its non- monetary obligations under the Lease, Landlord shall have the right
to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an
administrative charge equal to 10% of the cost of the work performed by Landlord. The repossession or re- entering of all or
any part of the Premises shall not relieve Tenant of its liabilities and obligations under the Lease. No right or remedy of
Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be non - exclusive, cumulative and in
addition to any other right and remedy now or subsequently available to Landlord at Law or in equity.
19. Limitation of Liability.
T14E LIABILITY OP LANDLORD (AND OP ANY SUCCESS-0- R I-A.INI-DI-ORD) SHALL BE LIMIT-ED TO THE LESSER QF-(A)
THE INTEREST OP LANDLORD IN T44E PROPERT OR (S) THE= EQUIP4 INTEREST- LANDLORD WOULD HAVE IN THE
1212r1DCD3V IC TUC DDr1DCDTV \AICDC C Klr - RV TLIIDII DAD nl=DT IN AN AhA/nl IAIT Cni IAI Try 7ML nt= TUC
Klm6ldVkK�: Ulm ANY iWWUMhN I OR AWARD AGAINST LANDLORD OR ANY LANDLORD R&ATED . NEITHER
LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR
ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND
THE MORTGAGEE(S) (DEFINED IN SECTION 22 BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN SECTION 22 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.
20. Relocation. Landlord, at its expense, at any time before or during the Term, may relocate Tenant from the Premises to
space of reasonably comparable size and utility ( "Relocation Space ") within the Building or adjacent buildings within the same
project upon 60 days' prior written notice to Tenant. From and after the date of the relocation, "Premises" shall refer to the
Relocation Space into which Tenant has been moved and the Base Rent and Tenant's Pro Rata Share shall be adjusted based
on the rentable square footage of the Relocation Space.
21. Holding Over. If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the
Premises after termination shall be that of a tenancy at sufferance. If Tenant remains in possession of the Premises after the
expiration of the Term with Landlord's acquiescence and without any express written agreement, Tenant shall be a tenant -at-
will, subject to removal upon thirty (30) days written notice from Landlord. Tenant's occupancy shall be subject to all the terms
and provisions of this Lease and Tenant shall pay an amount (on a per month basis without reduction for partial months during
the holdover) equal to 200% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the
holdover. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise.
22. Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease subject and subordinate to any
mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or
the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a "Mortgage ").
This clause shall be self- operative, but upon request from the holder of a Mortgage (a "Mortgagee "), Tenant shall execute a
commercially reasonable subordination agreement. As an alternative, a Mortgagee shall have the right at any time to
subordinate its Mortgage to this Lease. Upon request, Tenant shall, without charge, attorn to any successor to Landlord's
interest in the Lease. Tenant shall, within 7 days after receipt of a written request from Landlord, execute and deliver a
commercially reasonable estoppel certificate to those parties as are reasonably requested by Landlord.
23. Notice. All demands, approvals, consents or notices shall be in writing and delivered by hand or sent by certified mail with
return receipt requested, or sent by hand delivery or nationally recognized overnight delivery service (such as Federal Express)
at the party's respective Notice Address(es) set forth in Section 1. Each notice shall be deemed to have been received on the
earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other
Notice Address without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier
service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office
box address) by giving the other party written notice of the new address.
24. Surrender of Premises. At the termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's
Property and any designated Required Removables from the Premises, and quit and surrender the Premises (and all keys to
the Premises) to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which
Landlord is obligated to repair hereunder excepted. If Tenant shall fail or refuse to remove all of Tenant's Property and the
Required Removables from the Premises and the Building upon the expiration or termination of this Lease for any cause
whatsoever, such Tenant's Property and Required Removables shall be deemed conclusively to be abandoned and may be
appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without written notice to Tenant or any other party
and without obligation to account for same. In addition, upon the expiration or sooner termination of the Lease (and unless
waived in writing by Landlord), Tenant shall remove and dispose of any or all of the wires, cables, and similar installations
( "Wires ") installed by Tenant within the Premises or anywhere in the Building outside the Premises in full compliance with any
applicable laws and, at its sole cost and expense, shall restore the Premises or the Building, as the case may be, to their
condition existing prior to the installation of the Wires. Tenant shall pay Landlord on demand any and all expenses incurred by
Landlord in the removal of such Tenant's Property , Wires, or Required Removables, including, without limitation, the cost of
repairing any damage to the Premises or Building caused by the removal of such property and storage charges (if Landlord
elects to store such property).
Initial
25. Miscellaneous.
25.01 If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this
Lease, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys'
fees actually incurred. If Landlord hires an attorney to collect Rent from Tenant, Tenant shall pay to Landlord as attorneys' fees
the sum of 15% of the principal and interest due. LandleFd and Tenant heFeb , wa any Fight to trial by uFy On any PFOGeeding
based noon o bFeaGh of this Lease Either party's failure to declare a default immediately upon its occurrence, or delay in
taking action for a default shall not constitute a waiver of the default, nor shall it constitute an estoppel. Any litigation
proceedings between the parties is to be held in Seminole County.
25.02 Time is of the essence of this Lease. Whenever a period of time is prescribed for the taking of an action by
Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such
action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages
of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing
party ( "Force Majeure"). Force Majeure shall not include financial difficulties of the party required to perform.
25.03 Landlord shall have the right to transfer and assign, in whole or in part, all of its ownership interest, rights and
obligations in the Building, Property or Lease, including the Security Deposit, and upon transfer Landlord shall be released from
any further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the performance
of such obligations and the return of any Security Deposit. This Lease shall only create the relationship of landlord and tenant
between Landlord and Tenant. No estate shall pass out of Landlord, and Tenant shall have only an usufruct, not subject to levy
and sale and not assignable in whole or in part by Tenant (except as expressly provided herein).
25.04 Landlord has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery of it does not
constitute an offer to Tenant or an option. Tenant represents that it has dealt directly with and only with the Broker as a broker
in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all
claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord will pay a
commission to First Capital Property Group, Inc.
25.05 The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.
25.06 Provided Tenant pays the Rent and fully performs all of its covenants and agreements under this Lease, Tenant shall,
and may peacefully have, hold and enjoy the Premises, free of claims by or through Landlord, subject to the terms of this Lease,
This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only during its or their
respective periods of ownership of the Building.
25.07 This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and
understandings related to the Premises. This Lease may be modified only by a written agreement signed by Landlord and
Tenant. This Lease shall be interpreted and enforced in accordance with the Laws of the state or commonwealth in which the
Building is located.
25.08 Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is
authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own
or control Tenant or which may be owned or controlled by Tenant are not, among the individuals or entities identified on any list
compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists.
25.09 The Tenant is not waiving its sovereign immunity or rights under Statute 768.28;
Initial 2 —f
Landlord and Tenant have executed this Lease as of the day and year first above written.
WITNESS: LANDLORD:
Hoogland Orlando, Inc.
a FloridE
f By:
Name:
Name rint): /hG A a-1
Its:
Name (print):
WITNESS: TENANT:
Sanford Community Redevelopment Agency
A body corporate and litic created pursuant
to Part 3 of C er. 3, Florida Statute
t/
Name (print): ICI 19- (.CrZ By:
Name: Robert Tunis
Name (print): C v � �l- ''G. }� _ � CrtJ __ Title: Executive Director
Tenant's Tax ID Number (SSN or FEIN)
7
Initial
EXHIBIT A
OUTLINE AND LOCATION OF PREMISES
WELAKA BUILDING
110 W. FIRST STREET
SANFORD, FL 32771
Tenant Improvements to include:
a) Construct walls to create offices as per the above drawing.
b) Paint the suite with building standard paint color
c) Install new vinyl composition tile (vct) in the break room and phone equipment room
d) Install new ceramic tile in the restrooms and small area at front entrance door
e) Install new carpet and cove base in the Reception area, conference room and offices
0 Install new mini blinds
Initial V �-
EXHIBIT B
SPECIAL STIPULATIONS
This Exhibit is attached to and made a part of the Lease dated by and between Hooaland Orlando, Inc. a(n)
Florida corporation ( "Landlord ") and Sanford Community Redevelopment Agency , a body corporate and politic
created pursuant to Part 3 of Chapter 163, Florida Statute ('Tenant") for space in the Welaka Building located at 110 W.
First Street, Sanford, FL 32771
1. Base Rent includes Tenant Pro Rata Share of the amount,, if any, by which Taxes (defined below) for each calendar
year during the Term exceed Taxes for the Base Year (the "Tax Excess ").
2. Payments.
2.01 Base Rent includes Tenant's Pro Rata Share of the amount, if any, by which Insurance Expenses (defined below) for
each calendar year during the Term exceed Insurance Expenses for the Base Year (the "Expense Excess ") and also
the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base
Year (the "Tax Excess ").
3. "Insurance Expenses" means all costs and expenses incurred in each calendar year in connection with insuring the
Building and the Property. If Landlord incurs Insurance Expenses for the Building or Property together with one or more other
buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the
shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other
buildings or properties.
4. Taxes" shall mean: (a) all real property taxes and other assessments on the Building and /or Property, including, but
not limited to, gross receipts taxes, assessments for special improvement; (b) all personal property taxes for property that is
owned by Landlord and used in connection with the operation, maintenance and repair of the Property; and (c) all costs and
fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation,
any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include
any income, capital levy, transfer, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of
the Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively
adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for
Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be
recomputed.
5. Termination Option: Tenant shall have a one time option to terminate the Lease Agreement after December 31,
2010 provided:
a) Funding is not approved in the Budget for the City of Sanford for the 2011 Fiscal Year.
b) Tenant provided ninety (90) day written notice to Landlord.
�y
Initial
EXHIBIT C
This Exhibit is attached to and made a part of the Lease dated by and between Hooctland Orlando, Inc., a(n) Florida
corporation ( "Landlord ") and Sanford Community Redevelopment Agency a(n) body corporate and politic created
pursuant to Part 3 of Chapter 163, Florida Statute ('Tenant ") for space in the Welaka Building located at 110 W. First
Street, Sanford, FL 32771
2. Tenant Improvements: Landlord, at its expense shall:
a) Construct walls to create offices as per the drawing in Exhibit A.
b) Paint the suite with building standard paint color
c) Install new vinyl composition tile (vet) in the break room and phone equipment room
d) Install new ceramic tile in the restrooms and small area at front entrance door
e) Install new carpet and cove base in the Reception area, conference room and offices
f) Install new mini blinds
Initial
EXHIBIT D
BUILDING RULES AND REGULATIONS
The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking lot or
garage (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and
the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the
same meaning as defined in the Lease.
1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by
Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material
shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in
Common Areas or elsewhere about the Building or Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish,
rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures
or appliances by Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not be
responsible for the damage.
3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except
those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification
and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using
the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall
decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the
Building maintenance personnel without Landlord's prior approval, which approval shall not be unreasonably withheld.
4. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord's prior written consent,
and Landlord shall have the right to retain at all times and to use keys or other access codes or devices to all locks
within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be
furnished by Landlord to Tenant at Tenant's cost, and Tenant shall not make any duplicate keys without the written
consent of the Landlord. All keys shall be returned to Landlord at the expiration or early termination of this Lease.
5. All contractors, contractor's representatives and installation technicians performing work in the Building shall be
subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be required to
comply with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time.
6. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or
materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours
reasonably designated by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the
activity. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner
required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting
from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a
result of or in connection with the activity, Tenant shall be solely liable for any resulting damage or loss.
7. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the
Premises, which approval shall not be unreasonably withheld. Damage to the Building by the installation,
maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's sole expense.
8. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or
otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or
distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or other
advertising; or (3) conduct or permit other activities in the Building that might, in Landlord's sole opinion, constitute a
nuisance.
9. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the
Premises.
10. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises,
Building or about the Property without Landlord's prior written consent. Tenant shall comply with all Laws pertaining to
and governing the use of these materials and Hazardous Substances by Tenant, and shall remain solely liable for the
costs of abatement, clean up, and removal.
11. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or
impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the
Premises to be used, for lodging, sleeping or for any illegal purpose.
12. Tenant shall not take any action which would violate Landlord's labor contracts or which would cause a work stoppage,
picketing, labor disruption or dispute, or interfere with Landlord's or any other tenant's or occupant's business or with
the rights and privileges of any person lawfully in the Building ( "Labor Disruption "). Tenant shall take the actions
necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord,
immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written
consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord
Related Parties, nor shall the Commencement Date of the Term be extended as a result of the above actions.
13. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment
that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined
solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of
electronic or gas heating devices, without Landlord's prior written consent. Tenant shall not use more than its
proportionate share of telephone lines and other telecommunication facilities available to service the Building.
14. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device
(including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of
beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant's
employees and invitees.
Initial ��
15. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in
areas designated by Landlord.
16. Landlord may from time to time adopt systems and procedures for the security and safety of the Building, its
occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with
Landlord's systems and procedures.
17. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in
Landlord's sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord,
Tenant shall refrain from and discontinue such publicity immediately.
18. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the
Common Areas, unless the Common Areas have been declared a designated smoking area by Landlord, nor shall the
above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building.
Landlord shall have the right to designate the Building (including the Premises) as a non - smoking building.
19. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish
rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent
reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the
direct rays of the sun.
20. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances and exits
reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might
interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use
which is inconsistent with good business practice.
21. The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.m., and cleaning work may be done at any
time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide
adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.
22. HVAC (heating, ventilation and air conditioning) shall be provided to all premises and the common areas as follows: 7
AM to 6 PM Monday — Friday and 8 AM to 12 PM Saturdays, excluding holidays.
Initial �� }
DATE: 10/08/09 PURCHASE ORDER
CITY OF SANFORD
P.O. BOX 1788
PURCHASING OFFICE: 407.688.5030 (300 NORTH PARK AVENUE)
ACCOUNTS PAYABLE: 407.688.5020 SANFORD, FLORIDA 32772
FACSIMILE: 407.688.5021 FLORIDA TAX EXEMPT NO.: 858012621681 C -8
VENDOR NO.: 11426
TO:
HOOGLAND ORLANDO, INC
1516 E HILLCREST ST STE 2
ORLANDO, FL 32803
PO NUMBER 031812
SUBMIT INVOICES TO: ACCOUNTS PAYABLEI;' r
FINANCE DEPT. °i
P.O. BOX 1788
SANFORD, FL 32772 r
SHIP TO:
CITY OF SANFORD
300 N. PARK AVENUE
SANFORD, FL 32771
DELIVER BY
TERMS
F.O.B. DESTINATION
BID OR QUOTATION NO.
REQUISITION NO.
UNLESS OTHERWISE INDICATED
09/15/09
NET /30
61968
ACCOUNT NO.: 156-0108-552.81-00 PROJECT NO.:
NO DEVIATION FROM THIS PURCHASE ORDER WILL BE ALLOWED UNLESS AUTHORIZED BY THE PURCHASING MANAGER - CITY OF SANFORD
UNIT OF
ITEM NO.
DESCRIPTION
QUANTITY
ISSUE
UNIT COST
EXTENDED COST
1
LEASE OF BUILDING FOR UCF
20676.76
EA
1.00
20676.76
INCUBATOR PROGRAM
110 W 1ST ST SANFORD, FL FROM
SEPT. 1,2009 THRU
SEPT 1, 2012, PER LEASE
AGREEMENT...
SUB
TOTAL
20676.76
TOTAL
20676.76
APPROVED BY: APPROVED BY:
�Ad AGI!6T CITY MANAGER
ALL PACKAGES AND INVOICES ASSOCIATED WITH THIS P.O. MUST BEAR THIS PURCHASE ORDER NUMBER. THE VENDOR IS RESPONSIBLE TO CAREFULLY
READ AND COMPLY WITH ALL OF THE STANDARD TERMS AND CONDITIONS PROVIDED ON THE REVERSE SIDE OF THIS PURCHASE ORDER
AND AT HTTP: //WWW.SANFORDFL.GOV /DEPARTMENTS /PURCHASE/TERMS.HTML
COPIES TO: VENDOR ORIGINATING DEPARTMENT PURCHASING