HomeMy WebLinkAbout2008 02 11 Regular 606 Vistawilla Office Center, LLC Lease Agreement Approval for Police Substation
COMMISSION AGENDA
ITEM 606
Informational
Consent
Public Hearings
Regular X
February 11. 2008
Regular Meeting
~~ ~lilE5
Mgr. / Dept.
Authorization
REQUEST:
The City Attorney requests the City Commission consider approval of a Lease agreement
with Vistawilla Office Center, LLC for a police substation.
PURPOSE:
This Agenda Item is being presented so that the City Commission may consider approval
of a police substation lease with Vistawilla Office Center, LLC.
APPLICABLE LAW:
Florida Municipal Home Rule Powers Act, Chapter 166, Florida Statutes.
CONSIDERATIONS:
1. The City Manager and Police Chief requested that the City Attorney negotiate and
prepare a substation lease with Vistawilla Office Center, LLC.
2. The attached Lease is for approximately 1,100 square feet of space at the new Vistawilla
Office Center. The owner of the Center has agreed to provide the space for no cost.
However, if there are impact or permit fees related to the 1,100 square foot premises, the
City agrees not to impose said fees as consideration for the free office space. Further,
the owner has agreed to build out the space for basic office use. The City will be
responsible for extra enhancements for the space (if needed) and electric meter and fiber
optic/cable expenses.
CITY OF WINTER SPRINGS, FLORIDA
CITY COMMISSION
FEB RUAR Y II. 2008
REGULAR AGENDA ITEM 606
PAGE20F2
3. The police department will also be provided with three (3) reserved parking spaces in the
front of the building.
4. The lease is for three years and may be renewed by the parties.
5. The Police Chief has determined that the substation will be beneficial for the operation
of the Police department. The premises will provide the police department with office
space that currently does not exist on the east side of the City.
ATTACHMENT:
Police Substation Lease with Vistawilla Office Center, LLC.
RECOMMENDATION:
The City Attorney recommends approval of the Lease if the City Commission desire to
open a police substation at Vistawilla Office Center, LLC.
OFFICE LEASE
BETWEEN
VISTA WILLA OFFICE CENTER, LLC
as Landlord
AND
CITY OF WINTER SPRINGS
as Tenant
Dated: February _,2008
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OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made as of the _ day of February, 2008 ("Date of Lease"), by
and between VISTA WILLA OFFICE CENTER, LLC, a Florida Limited Liability Company, ("Landlord"), and
CITY OF WINTER SPRINGS, a Florida municipal corporation ("Tenant").
I. BASIC LEASE PROVISIONSIDEFINITlONS
1.1 Premises. 1,100 Rentable Square Feet ("RSF") known as Suite
Floor of the Building as outlined on Exhibit A-I attached hereto and made a part hereof.
and located on the First
1.2 Building. The building located at 1491 East S.R. 434, Winter Springs, Florida 32708.
1.3 Proiect. The development known as Vistawilla Office Center, Phase I, consisting of the real
property and all improvements built thereon, including, without limitation, the Land, Building, Common Area, and
Parking Facilities, containing approximately 40,000 RSF.
1.4 Land. The piece or parcel of land which comprises the Project, as more particularly described on
Exhibit A-2 attached hereto and made a part hereof, and all rights, easements and appurtenances thereunto
belonging or pertaining.
1.5 Common Area. All areas from time to time designated by Landlord for the general and
nonexclusive common use or benefit of Tenant, other tenants of the Project, and Landlord, including, without
limitation, roadways, entrances and exits, loading areas, landscaped areas, open areas, park areas, service drives,
walkways, atriums, courtyards, concourses, ramps, hallways, stairs, washrooms, lobbies, elevatorS, common trash
areas, vending or mail areas, common pipes, conduits, wires and appurtenant equipment within the Building,
maintenance and utility rooms and closets, exterior lighting, exterior utility lines, and Parking Facilities.
1.6 Parking Facilities. All parking areas now or hereafter designated by Landlord for use by tenants
of the Project and/or their guests and invitees.
1.7 RSF or Rentable Area. The rentable area within the Premises, Building or Project deemed to be
the amounts set forth in this Article I. Landlord and Tenant stipulate and agree that the RSF of the Premises,
Building and Project are correct and shall not be re-measured.
1.8 Permitted Use. Tenant may use the Premises, subject to and in accordance with the terms,
covenants and conditions set forth in this Lease, and applicable governmental regulations, restrictions and
permitting, solely for municipal police substation purposes and uses incidental thereto.
1.9 Commencement Date. The commencement date shall be the date on which the Premises is
Substantially Complete and the Tenant reasonably determines that the Premises is suitable for occupancy.
1.10 Expiration Date. The day before the 36-month anniversary of the Commencement Date, provided,
however, that if said date is not the last day ofa calendar month, then the Expiration Date shall be the last day of the
calendar month in which such date occurs.
1.11 Term. Approximately three years, beginning on the Commencement Date and expiring on the
Expiration Date.
1.12 Basic Rent. There shaH not be any rental payments (inclusive of State Sales Tax and Operating
Expenses and Taxes) during the term of this Lease. Landlord acknowledges and agrees that donating the Premises
for use as a municipal police substation located within the Building provides ample consideration, which would
equal or exceed the fair market rental rate for the Premises. Further, in consideration of this Lease, the Tenant
agrees not to impose any City of Winter Springs' impact or permit fees related to the Premises during the term of
this Lease.
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1.13 Lease Year. Each consecutive 12 month period elapsing after: (i) the Commencement Date if the
Commencement Date occurs on the first day of a month; or (ii) the first day of the month following the
Commencement Date if the Commencement Date does not occur on the first day of a month. Notwithstanding the
foregoing, the first Lease Year shall include the additional days, if any, between the Commencement Date and the
first day of the month following the Commencement Date, in the event the Commencement Date does not occur on
the first day of a month.
1.14 Calendar Year. For the purpose of this Lease, Calendar Year shall be a period of 12 months
commencing on each January 1 during the Term, except that the first Calendar Year shall be that period from and
including the Commencement Date through December 31 of that same year, and the last Calendar Year shall be that
period from and including the last January 1 of the Term through the earlier of the Expiration Date or the date of
Lease termination.
1.15 Parkin~. As of the Commencement Date, Tenant shall have the non-exclusive right to parking
spaces, on an unassigned and unreserved basis, on the Property similar to other tenants of the Project. However,
Tenant shall also have the right to three (3) reserved spaces located near the front entrance of the Building. Said
reserve spaces shall be marked with appropriate signage that indicates that the spaces are reserved for the Winter
Springs Police Department. The Tenant shall provide said signage. Landlord shall install the signage unless
Landlord, in its discretion, authorizes the Tenant to install the signage. The parking rental cost shall be $0 during
the Term of the Lease.
1.16
Broker(s).
None.
1.17
Guarantor(s).
None.
1.18 Landlord's Notice Address.
Vistawilla Office Center, LLC
Attention: Thomas J. Corkery
1491 East S.R. 434, Unit 103
Winter Springs, Florida 32708
With a copy to:
Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
Attention: Patrick K. Rinka, Esq.
215N. Eola Drive
Orlando, FL 3280 I
1.19 Tenant's Notice Address.
City Manager
City of Winter Springs
] 126 East S.R. 434
Winter Springs, Florida 32708
] .20 Agents. Officers, city commissioners, partners, directors, members, managers, employees, agents,
licensees, contractors, customers and invitees; to the extent customers and invitees are under the principal's control
or direction.
II. PREMISES
2.1 Lease of Premises. In consideration of the agreements contained herein, Landlord hereby leases
the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Term and upon the terms and
conditions set forth in this Lease. As an appurtenance to the Premises, Tenant shall have the general and
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nonexclusive right, together with Landlord and the other tenants of the Project, to use the Common Area subject to
the terms and conditions of this Lease; provided, however, except to the extent Landlord's prior written approval is
obtained, Landlord excepts and reserves exclusively to itself the use of (i) roofs; (H) maintenance and utility
equipment rooms and closets, and (Hi) conduits, wires and appurtenant equipment within the Building and
equipment rooms and closets, and exterior utility lines.
2.2 Landlord's Reservations. Provided Tenant's use of and access to the Premises is not materially
adversely affected, Landlord reserves the right from time to time to: (i) install, use, maintain, repair, replace and
relocate pipes, ducts, conduits, wires and appurtenant meters and equipment above the ceiling surfaces, below the
floor surfaces, within the walls and in the central core areas of the Building; (ii) make changes to the design and
layout of the Project, including, without limitation, changes to buildings, driveways, entrances, loading and
unloading areas, direction of traffic, landscaped areas and walkways, parking spaces and parking areas; and (iii) use
or close temporarily the Common Areas, and/or other portions of the Project while engaged in making
improvements, repairs or alterations to the Building, the Project or any portion thereof.
III. TERM
3.1 Commencement Date. The Term shall commence on the Commencement Date and expire at
midnight on the Expiration Date. After the Premises are Substantially Complete and have received a certificate of
occupancy, Tenant shall execute and deliver to Landlord, within fifteen (15) days of Landlord's request therefor, a
Commencement Date Certificate in the form attached as Exhibit C, acknowledging the Commencement Date and
certifying that the Work (as defined in the Workletter attached hereto as Exhibit B) has been substantially
completed and that Tenant has examined and accepted the Premises, subject to punch list items as provided in the
Workletter. If Tenant fails to deliver such letter, Tenant shall conclusively be deemed to have made such
acknowledgment and certification by occupying the Premises for the Permitted Use.
3.2 Early Possession. Before the Commencement Date, Tenant may take possession of the Premises
for the sole purpose of: (i) performing improvements in accordance with the terms of the Work letter; or (ii)
installing furniture, equipment or other personal property with the prior written approval of Landlord, which shall
not be unreasonably withheld or delayed. Such possession shall be subject to the terms and conditions of this Lease.
IV. RENT
4.1 Basic Rent. As provided in Section 1.12, there shall be no Basic Rent owed under this Lease.
4.2 Operatinl? EXDense Rental and Real Estate Tax RentaL Tenant shall not be responsible for any
Operating Expenses, Real Estate Taxes, or any other expense or fee incurred by Landlord. As used herein, the term
"0peratin~ EXDenses" shall mean any and all expenses, costs and disbursements which Landlord incurs because of
or in connection with the maintenance, management and operation of the Project. Real Estate Taxes shall be
defmed as (i) all real property taxes and assessments levied by any public authority against the Project; (ii) all
personal property taxes levied by any public authority on personal property of Landlord used in the management,
operation, maintenance and repair of the Project, (iii) all taxes, assessments and reassessments of every kind and
nature whatsoever levied or assessed in lieu of or in substitution for existing or additional real or personal property
taxes and assessments on the Project, or (iv) amounts necessary to be expended because of governmental orders,
whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for
public improvements, services, benefits or any other purposes which are assessed, levied, confirmed, imposed or
become a lien upon the Premises or Project or become payable during the Term.
4.3 Sales or Excise Taxes. Tenant shall occupy the Premises for the municipal purposes stated herein.
As such, Tenant represents that the Lease shall be exempt from any and all sales, rent or excise taxes.
4.4 City [mpact or Permit Fees. In consideration of this Lease, the Tenant agrees not to impose any
City of Winter Springs' impact or permit fees related to the Premises during the term of this Lease.
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v. PARKING
During the Term, Tenant shall have the right in common with other tenants in the Building to use the
Parking (as defined in Section 1.15). All parking rights are subject to the Rules and Regulations (as defined in
Article XV), validation, sticker or other identification systems set forth by Landlord from time to time. Landlord
may restrict certain portions of the Parking Facilities for the exclusive use of one or more tenants of the Building
and may designate other areas to be used at large only by customers and visitors of tenants of the Building.
VI. USE AND REQUIREMENTS QF LAW
6.1 Use. The Premises will be used only for the Permitted Use. Tenant and Tenant's Agents wiII not:
(i) do or permit to be done in or about the Premises, nor bring to, keep or permit to be brought or kept in the
Premises, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or
governmental rule or regulation which is now in force or which may be enacted or promulgated after the Date of
Lease; (ii) do or permit anything to be done in or about the Premises which wiII in any way obstruct or interfere with
the rights of other tenants of the Building or Project; (Hi) do or permit anything to be done in or about the Premises
which is dangerous to persons or property; or (iv) cause, maintain or permit any nuisance in, on or about the
Premises or commit or allow to be committed any waste in, on or about the Premises. At its sole cost and expense,
Tenant wiII promptly comply with: (a) all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or in force after the Commencement Date of the Lease regarding the operation of
Tenant's police substation and the use, condition, configuration and occupancy of the Premises; (b) the certificate of
occupancy issued for the Building and the Premises; and (c) any recorded covenants, conditions and restrictions, if
any, which affect the use, condition, configuration and occupancy of the Premises.
6.2 Hazardous Materials. Tenant shall not bring or allow any of Tenant's Agents to bring on the
Premises or the Project, any asbestos, petroleum or petroleum products, used oil, explosives, toxic materials or
substances defined as hazardous wastes, hazardous materials or hazardous substances under any federal, state or
local law or regulation ("Hazardous Materials"), except for routine office and janitorial supplies used on the
Premises and stored in the usual and customary manner and quantities, and in compliance with all applicable
environmental laws and regulations. In the event of any release of Hazardous Materials on, from, under or about the
Premises or the Project as the result of Tenant's occupancy of the Premises, Landlord shall have the right, but not
the obligation, to cause Tenant, at Tenant's sole cost and expense, to clean up, remove, remediate and repair any soil
or groundwater contamination or other damage or contamination in conformance with the requirements of
applicable law. Landlord shall have the right from time to time, but not the obligation, to enter upon the Premises to
conduct such inspections and undertake such sampling and testing activities as Landlord deems necessary or
desirable to determine whether Tenant is in compliance with this provision.
6.3 ADA Compliance. Notwithstanding any other statement in this Lease, the following provisions
shall govern the parties' compliance with the Americans With Disabilities Act of 1990, as amended from time to
time, Public Law 101-336; 42 U.S.C. ~~12101, et seq. (the foregoing, together with any similar state statute
governing access for the disabled or handicapped collectively referred to as the "ADA"):
(a) To the extent governmentally required as of the Commencement Date of this Lease,
Landlord shall be responsible for the cost of compliance with Title III of the ADA with respect to any repairs,
replacements or alterations to the Common Areas of the Project and to the Building Structure. To the extent
governmentally required subsequent to the Commencement Date of this Lease as a result of an amendment to Title
III of the ADA or any regulation thereunder enacted subsequent to the Commencement Date of this Lease, Landlord
shall be responsible for compliance with Title III of the ADA with respect to any repairs, replacements or alterations
to the Common Area ofthe Project and to the Building Structure.
(b) To the extent governmentally required as of the Commencement Date of this Lease,
Tenant shall be responsible for the cost of compliance with Title III of the ADA with respect to any Tenant
improvements or Tenant's occupancy of the Premises that do not require repairs, replacements, or alterations to the
Building Structure.
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VII. ASSIGNMENT AND SUBLETTING
This Lease shall not be assigned.
VIII. MAINTENANCE AND REPAIR
8.1 Landlord's Obligation. Landlord will maintain, repair and restore in reasonably good order and
condition, consistent in Landlord's business judgment with the quality and service standards for a comparable office
building in Seminole County, Florida, (i) the Common Area; (ii) the mechanical, plumbing, electrical and HV AC
equipment serving the Building; (iii) the structure of the Building (including roof, exterior walls and foundation);
(iv) exterior windows of the Building; and (v) Building standard lighting.
8.2 Tenant's Obligation. Subject to Landlord's express obligations set forth in Section 8.1, Tenant, at
its expense, shall maintain the Premises in good condition and repair, reasonable wear and tear and casualty
governed by the provisions of Article XVI excepted. Tenant's obligation shall include without limitatiQn the
obligation to maintain and repair all (i) interior walls; (ii) floor coverings; (iii) ceilings; (iv) doors; (v) entrances to
the Premises; (vi) supplemental HV AC systems within the Premises; and (vii) any private restrooms and kitchens,
including hot water heaters, plumbing and similar facilities serving Tenant exclusively. Tenant will promptly advise
Landlord of any damage to the Premises or the Project. All damage or injury to the Premises (excluding Tenant's
equipment, personal property and trade fixtures) may be repaired, restored or replaced by Landlord, at the expense
of Tenant, and such expense (plus 10% of such expense for Landlord's overhead) will be collectible as Additional
Rent and will be paid by Tenant upon demand. [fTenant fails to make any repairs to the Premises for more than 30
days after notice from Landlord (although notice shall not be required in the event of an emergency), Landlord may,
at its option, cause all required maintenance or repairs, restorations or replacements to be made and Tenant shall pay
Landlord pursuant to this Section 8.2.
IX. INITIAL CONSTRUCTION: ALTERATIONS
9.1 Initial Construction. Landlord and Tenant agree that the construction of the Work described in the
Workletter shall be performed by Landlord in accordance with and as defined in said Exhibit B and the construction
of any work to be performed by Tenant shall be performed in accordance with and as defined in Exhibit B. Subject
to the construction of the Work, if any, Landlord shall have no obligations whatsoever to construct any
improvements to the Premises and Tenant accepts the Premises "AS IS", "WHERE IS" and "WITH ANY
AND ALL FAULTS", and Landlord neither makes nor has made any representations or warranties, express
or implied, with respect to the quality, suitability or fitness thereof of the Premises, or the condition or repair
thereof. Tenant taking possession of the Premises shall be conclusive evidence for all purposes of Tenant's
acceptance of the Premises in good order and satisfactory condition, and in a state and condition satisfactory,
acceptable and suitable for the Tenant's use pursuant to this Lease.
9.2 Installing and Operatinf?: Tenant's Equipment. Without first obtaining the written consent of
Landlord, Tenant shall not install or operate in the Premises (i) any electrically operated equipment or other
machinery, other than standard office equipment that does not require wiring, cooling or other service in excess of
Building standards; (ii) any equipment of any kind or nature whatsoever which will require any changes,
replacements or additions to, or changes in the use of, any water, heating, plumbing, air conditioning or electrical
system of the Premises or the Project; or (iii) any equipment which exceeds the electrical or floor load capacity per
square foot for the Building. Landlord's consent to such installation or operation may be conditioned upon the
payment by Tenant of additional compensation for any excess consumption of utilities and any additional power,
wiring, cooling or other service that may result from such equipment. Machines and equipment which cause noise
or vibration that may be transmitted to the structure of the Building or to any space therein so as to be objectionable
to Landlord or any other Project tenant shall be installed and maintained by Tenant, at its expense, on vibration
eliminators or other devices sufficient to eliminate such noise and vibration. Tenant and Tenant's
telecommunications companies, including but not limited to, local exchange telecommunications companies and
alternative access vendor services companies, shall have no right of access to the Land, Building or the Project for
the installation and operation of telecommunications systems, including but not limited to, voice, video, data, and
any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other
transmission systems, for part or all of Tenant's telecommunications within the Building without Landlord's prior
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written consent, such consent not to be unreasonably withheld. Tenant's phone boards and similar equipment shall
be located within the Premises.
9.3 Alterations. Tenant shall not make or permit any alterations, additions or improvements of any
kind or nature to the Premises or the Project, whether structural or nonstructural, interior, exterior or otherwise
("Alterations") without the prior written consent of Landlord, said consent not to be unreasonably withheld or
delayed. Landlord may impose any reasonable conditions to its consent, including, without limitation: (i) prior
approval of the plans and specifications and contractor(s) with respect to the Alterations (provided that Landlord
may designate specific contractors with respect to Building systems); (ii) supervision by Landlord's representative of
the Alterations; (Hi) proof of worker's compensation insurance and commercial general liability insurance in such
amounts and meeting such requirements as reasonably requested by Landlord; (iv) delivery to Landlord of written
and unconditional waivers of mechanic's and materialmen's liens as to the Project for all work, labor and services to
be performed and materials to be furnished, signed by all contractors, subcontractors, materialmen and laborers
participating in the Alterations; (v) delivery of permits, certificates of occupancy, "as-built" plans, and equipment
manuals; and (vi) any security for performance or payment that is reasonably required by Landlord. The Alterations
shall conform to the requirements of federal, state and local governments having jurisdiction over the Premises,
including, without limitation, the ADA, the OSHA General Industry Standard (29 C.F.R. Section 1910.1001, et
seq.), and the OSHA Construction Standard (29 C.F.R. Section 1926.1001, et seq.) and shall be performed in
accordance with the terms and provisions of this Lease and in a good and workmanlike manner using material of a
quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building.
Landlord may designate reasonable rules, regulations and procedures for the performance of work in the Building
and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to
designate the time when Alterations may be performed. If the Alterations are not performed as herein required,
Landlord shall have the right, at Landlord's option, to halt any further Alterations, or to require Tenant to perform
the Alterations as herein required or to require Tenant to return the Premises to its condition before such Alterations.
All or any part of the Alterations (including, without limitation, wiring), whether made with or without the consent
of Landlord, shall, at the election of Landlord, either be removed by Tenant at its expense before the expiration of
the Term or shall remain upon the Premises and be surrendered therewith at the Expiration Date or earlier
termination of this Lease as the property of Landlord without disturbance, molestation or injury. Landlord's election
shall be made at the time Landlord approves installation of such Alterations. If Landlord requires the removal of all
or part of the Alterations, Tenant, at its expense, shall repair any damage to the Premises or the Project caused by
such removal and restore the Premises and the Project to its condition prior to the construction of such Alterations.
If Tenant fails to remove the Alterations upon Landlord's request and repair and restore the Premises and Project,
then Landlord may (but shall not be obligated to) remove, repair and restore the same and the cost of such removal,
repair and restoration together with any and all damages which Landlord may suffer and sustain by reason of the
failure of Tenant to remove, repair and restore the same, shall be charged to Tenant and paid upon demand.
Notwithstanding the foregoing, Tenant may remove any trade fixtures, business equipment, personal property and
furniture, provided that Tenant repairs any damage to the Premises resulting from the removal of such items and
restores the Premises to its condition prior to the installation of such items, except as otherwise agreed in writing by
Landlord.
9.4 Mechanics' Liens.
(a) Tenant will payor cause to be paid all costs and charges for: (i) work done by Tenant or
caused to be done by Tenant, in or to the Premises; and (ii) materials furnished for or in connection with such work.
Tenant will indemnify Landlord against and hold Landlord, the Premises, and the Project free, clear and
harmless of and from all mechanics' liens and claims of liens, and all other liabilities, liens, claims, and
demands 00 account of such work by or on behalf of Tenant. If any such lien, at any time, is filed against the
Premises, or any part of the Project, Tenant will promptly cause such lien to be discharged of record, except that if
Tenant desires to contest such lien, it will furnish Landlord, within such 10-day period, a bond or other security
reasonably satisfactory to Landlord of at least 150% of the amount of the claim. If a final judgment establishing the
validity or existence of a lien for any amount is entered, Tenant will immediately pay and satisfy the same. If
Tenant fails to pay any charge for which a mechanic's lien has been filed, and has not given Landlord a bond or
other security as described above, Landlord may, at its option, pay such charge and related costs and interest, and the
amount so paid, together with attorneys' fees incurred in connection with such lien, will be immediately due from
Tenant to Landlord as Additional Rent. [fTenant receives notice that a lien has been or is about to be filed against
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the Premises or any part of the Project or any action affecting title to the Project has been commenced on account of
work done by or for or materials furnished to or for Tenant, it will immediately give Landlord written notice of such
notice. At least 15 days prior to the commencement of any work (including, but not limited to, any maintenance,
repairs or Alteration) in or to the Premises, by or for Tenant, Tenant will give Landlord written notice of the
proposed work and the names and addresses of the persons supplying labor and materials for the proposed work.
However, nothing herein shall be construed to hold Tenant responsible for the work done by Landlord pursuant to
the Workletter.
(b) NOTHING IN THIS LEASE SHALL BE DEEMED TO BE, OR CONSTRUED IN
ANY WAY AS CONSTITUTING, THE CONSENT OR REQUEST OF LANDLORD, EXPRESSED OR
IMPLIED, BY INFERENCE OR OTHERWISE, TO ANY PERSON, FIRM OR CORPORATION FOR THE
PERFORMANCE OF ANY LABOR OR THE FURNISHING OF ANY MATERIALS FOR ANY
CONSTRUCTION, REBUILDING, ALTERATION OR REPAIR OF OR TO THE PREMISES OR ANY PART
THEREOF, NOR AS GIVING TENANT ANY RIGHT, POWER OR AUTHORITY TO CONTRACT FOR OR
PERMIT THE RENDERING OF ANY SERVICES OR THE FURNISHING OF ANY MATERIALS WHICH
MIGHT IN ANY WAY GIVE RISE TO THE RIGHT TO FILE ANY LIEN AGAINST THE BUILDING,
PROJECT, LAND, PREMISES, OR LANDLORD'S INTEREST THEREIN. TENANT SHALL NOTIFY ANY
CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN THE PREMISES ON BEHALF OF
TENANT THAT THIS LEASE SPECIFICALLY PROVIDES THAT THE INTERESTS OF LANDLORD IN THE
BUILDING, PROJECT, LAND, AND PREMISES SHALL NOT BE SUBJECT TO LIENS FOR
IMPROVEMENTS MADE BY TENANT, AND NO MECHANIC'S LIEN OR OTHER LIEN FOR ANY SUCH
LABOR, SERVICES, MATERIALS, SUPPLIES, MACHINERY, FIXTURES OR EQUIPMENT SHALL
ATTACH TO OR AFFECT THE ESTATE OR INTEREST OF LANDLORD IN AND TO THE BUILDING,
PROJECT, LAND, PREMISES, OR ANY PORTION THEREOF. IN ADDITION, LANDLORD SHALL HAVE
THE RIGHT TO POST AND KEEP POSTED AT ALL TIMES ON THE PREMISES ANY NOTICES THAT
MAYBE REQUIRED OR ADVISABLE FOR THE PROTECTION OF LANDLORD AND THE BUILDING,
PROJECT, LAND, OR PREMISES FROM ANY SUCH LIEN. TENANT AGREES TO PROMPTLY EXECUTE
SUCH INSTRUMENTS IN RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF FLORIDA STATUTES, SECTION 713.10.
X. SIGNS
Except as expressly provided for in this Article X, no sign, advertisement or notice shall be inscribed,
painted, affixed, placed or otherwise displayed by Tenant on any part of the Project or the outside or the inside (to
the extent visible from the exterior of the Premises or Building) of the Building or the Premises. Landlord shall
provide a listing on any tenant directory in the lobby of the Building. Landlord also shall place the suite number
and/or Tenant name on or in the immediate vicinity of the entry door to the Premises using Building standard sign
material and lettering; changes to the initial entry sign shall be at Tenant's expense. In addition, Tenant shall also be
given the right to install outdoor signage subject to applicable laws, ordinances and regulations and Landlord's
reasonable approval as to size, design, color, lighting, and other specifications, and Tenant shall be responsible for
the cost of fabricating and installing such signage. If any prohibited' sign, advertisement or notice is exhibited by
Tenant, Landlord shall have the right to remove the same, and Tenant shall pay upon demand any and all expenses
incurred by Landlord in such removal.
XI. RIGHT OF ENTRY
Tenant shall permit Landlord or its Agents to enter the Premises without charge therefor to Landlord and
without diminution of Rent or claim of constructive eviction: (i) to clean, inspect and protect the Premises and the
Project; (ii) to make such alterations and repairs to the Premises or any portion of the Building, including other
tenants' premises, which Landlord determines to be reasonably necessary; (iii) to exhibit the same to prospective
purchaser(s) of the Building or the Project or to present or future Mortgagees; or (iv) to exhibit the same to
prospective tenants during the last 12 months of the Term. Landlord will endeavor to minimize, as reasonably
practicable, any interference with Tenant's business and shall provide Tenant with prior notice of entry into the
Premises (which may be given verbally), except with respect to the provision of janitorial services (to the extent
provided by Landlord, at its sole option) after Normal Business Hours or in the event of an apparent emergency
0082037\119619\1122788\2
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condition arising within or affecting the Premises that endangers or threatens to endanger property or the safety of
individuals.
XII. INSURANCE
12.1 Certain Insurance Risks. Tenant will not do or permit to be done any act or thing upon the
Premises or the Project which would: (i) jeopardize or be in conflict with fire insurance policies covering the
Project, and fixtures and property in the Project; or (ii) increase the rate of fire insurance applicable to the Project to
an amount higher than it otherwise would be for general office use of the Project; or (Hi) subject Landlord to any
liability or responsibility for injury to any person or persons or to property by reason of any business or operation
being conducted upon the Premises.
12.2 Landlord's Insurance. At all times during the Term, Landlord will carry and maintain:
(a) Fire and extended coverage insurance covering the Building, its equipment and common
area furnishings, and leasehold improvements in the Premises to the extent of any initial build out of the Premises by
the Landlord;
(b) Bodily injury and property damage insurance; and
(c) Such other insurance as Landlord reasonably determines from time to time.
The insurance coverages and amounts in this Section 12.2 will be determined by Landlord in an exercise of its
reasonable discretion.
12.3 Tenanes Insurance. On or before the earlier to occur of (i) the Commencement Date; or (ii) the
date Tenant commences any work of any type in the Premises pursuant to this Lease (which may be prior to the
Commencement Date) and continuing throughout the Term, Tenant will carry and maintain, at Tenant's expense, the
following insurance, in the minimum amounts specified below or such other amounts as Landlord may from time to
time reasonably request:
(a) Commercial general liability insurance, with a combined single occurrence limit and
aggregate of not less than $1,000,000;
(b) All risk property covering all of Tenant's furniture and fixtures, machinery, equipment,
stock and any other personal property owned and used in Tenant's business and found in, on or about the Project,
and any leasehold improvements to the Premises in excess of any initial buildout of the Premises by the Landlord, in
im amount not less than the full replacement cost;
(c) Worker's compensation insurance insuring against and satisfYing Tenant's obligations and
liabilities under the worker's compensation laws of the state of Florida; and
(d) If Tenant operates owned, hired, or nonowned vehicles on the Project, comprehensive
automobile liability will be carried at a limit of liability not less than $1,000,000 combined bodily injury and
property damage;
(e) All insurance required under this Section 12.3 shall be issued by such good and reputable
insurance companies qualified to do and doing business in the state including, but not limited to the Florida League
of Cities.
XIII. LANDLORD SERVICES AND UTILITIES
13.1 Ordinary Services to the Premises. Landlord shall furnish to the Premises throughout the Term so
long as the Premises are occupied: (i) heating, ventilation, and air conditioning ("HV AC") appropriate for the
Permitted Use; (ii) reasonable use of all existing basic intra-Building and/or Project telephone and network cabling;
0082037\119619\1122788\2
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(Hi) hot and cold water from points of supply; (iv) restrooms; (v) elevator service, provided that Landlord shall have
the right to remove such elevators from service as may reasonably be required for moving freight or for servicing or
maintaining the elevators or the Building; and (vi) proper facilities to furnish sufficient electrical power for Building
standard lighting, facsimile machines, personal computers, printers, copiers and other customary business
equipment, but not including electricity and air conditioning units required for equipment of Tenant that is in excess
of Building standard. The cost of all services provided by Landlord hereunder shall be included within Operating
Expenses, unless charged directly (and not as a part of Operating Expenses) to Tenant or another tenant of the
Project. Landlord may establish reasonable measures to conserve energy and water.
13.2 Additional Services. Although the parties intend this to be a full service lease which incorporates
all ordinary utilities, fees, and rent, should Tenant desire any additional services beyond those described in Section
13.1, or a rendition of any of such services outside the normal times for providing such service, Landlord may (at
Landlord's option), upon reasonable advance notice from Tenant to Landlord, furnish such services, and Tenant
agrees to pay Landlord upon demand Landlord's additional expenses resulting therefrom.
13.3 Interruption of Utilities or Services. Landlord reserves the right temporarily to discontinue the
services set forth in the foregoing paragraph 13.1 and 13.2, or any of them, at such times as may be necessary by
reason of accident, repairs, alterations or improvement, strikes, lockouts, riots, acts of God, governmental
preemption in connection with a national or local emergency, any rule, order or regulation of any governmental
agency, conditions of supply and demand which make any product unavailable, Landlord's compliance with any
mandatory or voluntary governmental energy conservation or environmental protection program, or any other
happening beyond the control of Landlord. In the event of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in Landlord's reasonable opinion, Landlord will have the right to
prevent access to the Building or Project during the continuance of the same by such means as Landlord, in its
reasonable discretion may deem appropriate, including, without limitation, locking doors and closing Parking
Facilities and the Common Areas. Notwithstanding the foregoing, in the event of any failure to furnish, or any
stoppage of, the following specified services for a period in excess of five (5) consecutive business days, and if: (a)
such interruption is restricted to the Building and is not a neighborhood blackout; (b) such failure to furnish or
stoppage is caused by the negligence or willful misconduct of Landlord or by the failure of Landlord to commence
and diligently pursue repairs for which Landlord is responsible under this Lease; (c) such interruption results in the
Premises becoming untenantable; and (d) Tenant actually ceases to occupy the Premises as a result thereof, Tenant
shall be entitled to terminate the Lease.
13.4 Meters. In the event Tenant's electrical usage exceeds normal business office usage levels as
reasonably determined by Landlord, Landlord reserves the right to separately meter or monitor the utility services
provided to the Premises, at Tenant's expense, and bill the charges for amounts in excess of normal business office
usage levels directly to Tenant, or to separately meter any other tenant and bill the charges directly to such tenant
and to make appropriate adjustments to the Operating Expenses based on the meter charges.
13.5 Utility Charges. All telephone and other utility service used by Tenant in the Premises shall be
paid for directly by Tenant except those covered under Paragraph 13.1.
x~v. LIABILITY OF LANDLORD AND TENANT
14.1 Indemnification. Except to the extent caused by the gross negligence or willful misconduct of
Landlord, Tenant will neither hold nor attempt to hold Landlord liable for, and Tenant will indemnify, hold
harmless and defend (with counsel reasonably acceptable to Landlord) Landlord from and against, any and all
demands, claims, causes of action, fmes, penalties, damages, liabilities, judgments, and expenses (including,
without limitation, reasonable attorneys' fees) incurred in connection with or arising from (i) the use or occupancy or
manner of use or occupancy of the Premises by Tenant; (ii) any activity, work or thing done, permitted or suffered
by Tenant in or about the Premises or the Project; (iii) any acts, omissions or negligence of Ten ant ; (iv) any breach,
violation or nonperformance by Tenant of any term, covenant or provision of this Lease or any law, ordinance or
governmental requirement of any kind; and (v) any injury or damage to the person, property or business of Ten ant.
Except to the extent caused by the gross negligence or willful misconduct of Tenant, Landlord will
neither hold nor attempt to hold Tenant liable for, and Landlord will indemnify, hold harmless and defend (with
0082037\119619\1122788\2
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counsel reasonably acceptable to Tenant) Tenant, from and against, any and all demands, claims, causes of action,
fines, penalties, damages, liabilities, judgments, and expenses (including, without limitation, reasonable attorneys'
fees) incurred in connection with or arising from the management of, or any work done in or about, the Project by
Landlord or its property manager.
14.2 Survival. The covenants, agreements and indemnification obligations under this Article XIV will
survive the expiration or earlier termination of this Lease. The covenants, agreements and indemnification
obligations are not intended to and will not relieve any insurance carrier of its obligations under policies required to
be carried by any party pursuant to the provisions of this Lease.
XV. RULES AND REGULATIONS
To the extent not in conflict with the provisions of this Lease, Tenant shall at all times abide by and observe
the Rules and Regulations that may reasonably be promulgated from time to time by Landlord for the operation and
maintenance of the Project and the Rules and Regulations shall be deemed to be covenants of the Lease to be
performed and/or observed by Tenant. Nothing contained in this Lease shall be construed to impose upon Landlord
any duty or obligation to enforce the Rules and Regulations, or the terms or provisions contained in any other lease,
against any other tenant of the Project. Landlord shall not be liable to Tenant for any violation by any party of the
Rules and Regulations or the terms of any other Project lease. If there is any inconsistency between this Lease and
the then current Rules and Regulations, this Lease shall govern.
XVI. DAMAGE: CONDEMNATION
16.1 Damage to the Premises. If the Premises or the Building are damaged by fire or other insured
cause to such an extent that, in Landlord's reasonable judgment, the damage cannot be substantially repaired within
270 days after the date of such damage, or if the Premises are substantially damaged during the last Lease Year,
then: (i) Landlord may terminate this Lease as ofthe date of such damage by written notice to Tenant; or (ii) Tenant
may terminate this Lease as of the date of such damage by written notice to Landlord within 10 days after (a)
Landlord's delivery of a notice that the repairs cannot be made within such 270-day period (Landlord shall use
reasonable efforts to deliver to Tenant such notice within 60 days of the date of such damage or casualty); or (b) the
date of damage, in the event the damage occurs during the last year of the Lease.
16.2 Condemnation. Upon condemnation of the Building or Property by a governmental agency, this
Lease shall terminate upon the title of the property vesting in the governmental agency. Tenant shall have no claim
against Landlord (or otherwise) as a result of such taking, and Tenant hereby agrees to make no claim against the
condemning authority for any portion of the amount that may be awarded as compensation or damages as a result of
such taking; provided, however, that Tenant may, to the extent allowed by law, claim an award for moving expenses
and for the taking of any of Tenant's property (other than its leasehold interest in the Premises) which does not,
under the terms of this Lease, become the property of Landlord at the termination hereof, as long as such claim is
separate and distinct from any claim of Landlord and does not diminish Landlord's award. Tenant hereby assigns to
Landlord any right and interest it may have in any award for its leasehold interest in the Premises. This paragraph
shall not apply if the condemning government agency is the City of Winter Springs.
XVII. DEFAULT OF TENANT
17.1 Events of Default. Each of the following shall constitute an Event of Default: (i) Tenant fails to
observe or perform any other term, condition or covenant herein binding upon or obligating Tenant within 10 days
after written notice from Landlord; provided, however, that if Landlord reasonably determines that such failure
cannot be cured within said 10-day period, then Landlord may in its reasonable discretion extend the period to cure
the defalllt for up to an additional 20 days provided Tenant has commenced to cure the default within the 10-day
period and diligently pursues such cure to completion (notwithstanding the foregoing, if Landlord provides Tenant
with notice of Ten ant's failure to observe or perform any term, condition or covenant under this Subsection (i) on 2
or more occasions during any 12 month period, then Tenant's subsequent violation shall, at Landlord's option, be
deemed an Event of Default immediately upon the occurrence of such failure, regardless of whether Landlord
provides Tenant notice, or Tenant has commenced the cure of the same); (ii) Tenant fails to take occupancy of the
Premises within 90 days after the Commencement Date; (Hi) Tenant fails to execute and return a subordination
0082037\119619\1122788\2
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agreement or estoppel within the time periods provided for in Article XXI; or (iv) Tenant fails to immediately
remedy or discontinue any hazardous conditions which Tenant has created or permitted in"violation of law or of this
Lease. Any notice periods provided for under this Section 17.1 shall run concurrently with any statutory notice
periods and any notice given hereunder may be given simultaneously with or incorporated into any such statutory
notice.
17.2 Landlord's Remedies. Upon the occurrence of an Event of Default, Landlord, at its option,
without further notice or demand to Tenant, may, in addition to all other rights and remedies provided in this Lease,
at law or in equity, elect to terminate this Lease, and retake possession of the Premises.
XVIII. MORTGAGES
This Lease is subject and subordinate to all ground or underlying leases and to any present or future
mortgage, deed of trust, security interest, or title retention interest affecting the Land, Building or Project (the
"Mortgage") and to all renewals, modifications, consolidations, replacements and extensions thereof. This
subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 days of receipt
thereof, execute any instrument that Landlord or any holder of any note or obligation secured by a Mortgage (the
"Mortgagee") may request confirming such subordination. Notwithstanding the foregoing, before any foreclosure
sale under a Mortgage, the Mortgagee shall have the right to subordinate the Mortgage to this Lease, and, in the
event of a foreclosure, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its
landlord the purchaser of Landlord's interest under this Lease. Tenant shall, upon the request of a Mortgagee or
purchaser at foreclosure, execute, acknowledge and deliver any instrument that has for its purpose and effect the
subordination of the lien of any Mortgage to this Lease or Tenant's attornment to such Purchaser.
XIX. SURRENDER
Tenant shall peaceably surrender the Premises to Landlord on the Expiration Date or earlier termination of
this Lease, in broom-clean condition and in as good condition as when Tenant took possession, including, without
limitation, the repair of any damage to the Premises caused by the removal of any of Tenant's personal property or
trade fixtures from the Premises, except for reasonable wear and tear and loss by fire or other casualty (as provided
for in Article XVI). All trade fixtures, equipment, furniture, inventory, effects and Alterations left on or in the
Premises or the Project after the Expiration Date or earlier termination of this Lease will be deemed conclusively to
have been abandoned and may be appropriated, removed, sold, stored, destroyed or otherwise disposed of by
Landlord without notice to Tenant or any other person and without obligation to account for them; and Tenant will
pay Landlord for all expenses incurred in connection with the same, including, but not limited to, the costs of
repairing any damage to the Premises or the Project caused by the removal of such property. Tenant's obligation to
observe and perform this covenant will survive the expiration or other termination of this Lease.
XX. OUIET ENJOYMENT
Landlord covenants that if Tenant performs all of the terms and conditions of this Lease to be performed by
Tenant, Tenant shall during the Term peaceably and quietly occupy and enjoy possession of the Premises without
molestation or hindrance by Landlord or any party claiming through or under Landlord, subject to the provisions of
this Lease, any restrictions and any Mortgage to which this Lease is subordinate.
XXI. MISCELLANEOUS
21.1 No Representations bv Landlord. Tenant acknowledges that Landlord has not made any
representation or promise with respect to the Premises, the Project, the Land or the Common Area, except as herein
expressly set forth, and no rights, privileges, easements or licenses are acquired by Tenant except as herein expressly
set forth.
21.2 No Partnership. Nothing contained in this Lease shall be deemed or construed to create a
partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between Landlord
and Tenant other than that of landlord and tenant.
0082037\119619\1122788\2
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21.3 Estoppel Certificate. Tenant shall, without charge, at any time and from time to time, within 10
days after request therefor by Landlord, execute, acknowledge and deliver to Landlord a written estoppel certificate
certifying, as of the date of such estoppel certificate, the following: (i) that this Lease is unmodified and in full force
and effect (or if modified, that the Lease is in full force and effect as modified and setting forth such modifications);
(ii) that the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) that Tenant
is presently occupying the Premises; (iv) the amounts of Basic Rent and Additional Rent currently due and payable
by Tenant; (v) that any Alterations or Work required by the Lease to have been made or paid for by Landlord have
been made or paid for to the satisfaction of Tenant; (vi) that there are no existing set-offs, charges, liens, claims or
defenses against the enforcement of any right hereunder, including, without limitation, Basic Rent or Additional
Rent (or, if alleged, specifying the same in detail); (vii) that no Basic Rent has been paid more than 30 days in
advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its
obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not
in default; (x) that the address to which notices to Tenant should be sent is as set forth in the Lease (or, if not,
specifying the correct address); and (xi) any other certifications reasonably requested by Landlord.
2 \.4 Waiver of Jury Trial. LANDLORD AND TENANT EACH KNOWINGLY AND
VOLUNTARILY WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR
COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER WITH
RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES.
21.5 Notices. All notices or other communications hereunder shall be in writing and shall be deemed
duly given if addressed and delivered to the respective parties' addresses, as set forth in Article I: (i) in person; (ii)
by Federal Express or similar overnight carrier service; or (Hi) mailed by certified mail, return receipt requested,
postage prepaid. Such notices shall be deemed received upon the earlier of receipt or, if mailed by certified mail, 3
days after such mailing. Landlord and Tenant may from time to time by written notice to the other designate another
address for receipt of future notices.
2 \.6 Invalidity of Particular Provisions. If any provisions of this Lease or the application thereofto any
person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the
application of such provision to persons or circumstances other than those to which it is invalid or unenforceable,
shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the full extent
permitted by law.
21.7 Gender and Number. All terms and words used in this Lease, regardless of the number or gender
in which they are used, shall be deemed to include any other number or gender as the context may require.
21.8 Benefit and Burden. Except as otherwise expressly provided under this Lease, the provisions of
this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective
representatives, heirs, successors and assigns.
2 \.9 Entire Alp"eement. This Lease (which includes the Exhibits attached hereto) contains and
embodies the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or
otherwise, between the parties not contained in this Lease shall be of any force or effect. This Lease (other than the
Rules and Regulations, which may be changed from time to time as provided herein) may not be modified, changed
or terminated in whole or in part in any manner other than by an agreement in writing duly signed by Landlord and
Tenant.
21.10 Authority. The person executing this Lease on behalf of Tenant hereby represents and warrants
that Tenant is duly formed, validly existing, in good standing, and qualified to do business in the state in which the
Project is located, that the Tenant has full power and authority to enter into this Lease, and that he or she is
authorized to execute this Lease on behalf of the Tenant. Tenant further agrees that upon Landlord's request, it shall
provide Landlord with a resolution certifying as to the above in a form acceptable to Landlord.
0082037\119619\1122788\2
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21.11 Attornevs' Fees. If either Landlord or Tenant commences, engages in, or threatens to commence
or engage in any legal action or proceeding against the other party (including, without limitation, litigation or
arbitration) arising out of or in connection with the Lease, (including, without limitation (a) the enforcement or
interpretation of either party's rights or obligations under this Lease (whether in contract, tort, or both) or (b) the
declaration of any rights or obligations under this Lease), each party shall bear their own attorneys' fees, costs, and
expenses incurred through all appeals.
21.12 Interpretation. This Lease is governed by the laws of the state in which the Project is located.
Furthermore, this Lease shall not be construed against either party more or less favorably by reason of authorship or
origin of language.
21.13 Force Maieure. Landlord and Tenant shall not be chargeable with, liable for, or responsible to the
other for anything or in any amount for any failure to perform or delay caused by: fire; earthquake; explosion;
flood; hurricane; the elements; acts of God or the public enemy; actions, restrictions, governmental authorities
(permitting or inspection), governmental regulation of the sale of materials or supplies or the transportation thereof;
war; invasion; insurrection; rebellion; riots; strikes or lockouts, inability to obtain necessary materials, goods,
equipment, services, utilities or labor; or any other cause whether similar or dissimilar to the foregoing which is
beyond the reasonable control of such party (collectively, "Events of Force Majeure"); and any such failure or delay
due to said causes or any of them shall not be deemed to be a breach of or default in the performance of this Lease.
21.14 Headings. Captions and headings are for convenience of reference only.
21.15 Memorandum of Lease. Neither Landlord nor Tenant shall record this Lease nor a memorandum
thereof without the written consent ofthe other.
21.16 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing
contained in this Agreement shall be construed as a waiver of the Tenant's right to sovereign immunity under
Section 768.28, or other limitations imposed on the Tenant's potential liability under state or federal law. As such,
the Tenant and its employees and officers shall not be liable, under this Agreement for punitive damages or interest
for the period before judgment. Further, the Tenant shall not be liable for any claim or judgment, or portion thereof,
to anyone person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion
thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions
arising out ofthe same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00).
21.17 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county public health unit. Landlord makes no representation to
Tenant concerning the presence or absence of radon gas in the Premises or the Building at any time or in any
quantity. By executing this Lease, Tenant expressly releases Landlord from any loss, claim, liability, or damage
now or hereafter arising from or relating to the presence at any time of such substances in the Premises or the
Building.
XXII. RENEWAL
This Lease may be renewed on the same terms, conditions and provisions as contained in this Lease, or
different terms, conditions, and provisions by mutual written agreement of the parties
IN WITNESS WHEREOF, Landiord and Tenant have executed this Lease as of the Date of Lease.
0082037\119619\1122788\2
. \3.
LANDLORD:
VISTA WILLA OFFICE CENTER, LLC, a Florida
Limited liability company
By:
Name:
Title:
Date Executed by Landlord:
Witness:
Printed Name:
Witness:
Printed Name:
0082037\119619\1122788\2
TENANT:
CITY OF WINTER SPRINGS, a Florida municipal
corporation
By:
Name:
Title:
Date Executed by Tenant:
Witness:
Printed Name:
Witness:
Printed Name:
.14 -
EXHmlT A-I
PLAN SHOWING PREMISES
0082037\119619\1122788\2
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EXHIBIT A-2
LEGAL DESCRIPTION OF LAND
0082037\119619\1122788\2
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EXHIBIT B
WORKLETTER
I. (a) Landlord, at its cost and expense, will be fully responsible for the buildout of the
Premises including ceiling, carpet, lighting, drywall, electric, and paint ("Work"). The Work shall be
constructed in a good and workmanlike fashion and in compliance with all applicable laws, ordinances,
regulations, building and fire codes, and other governmental requirements, including without limitation the
Americans with Disabilities Act. The Work shaH consist of renovations to the Premises in order to make
the Premises ready for office use.
(b) "Costs" of the Work shaH mean aH costs reasonably attributable to the Work, including without
limitation all costs of architects, engineers, construction, supplies, materials, Plans, and drawings.
(c) Tenant shaH be fuHy responsible for aH costs and expenses associated with governmental permits
and inspection. Tenant shaH also be responsible for electric meters and phone installation
including fiber optic and cables.
(d) "Substantial Completion" (or any grammatical variation thereof) means completion of
construction of the Work substantially in accordance with this Workletter, except for items which
are identified as punch list items by Landlord and Tenant in a joint inspection of the Premises
prior to Tenant's occupancy. The date of Substantial Completion shall mean the earliest of (i) the
actual date of Substantial Completion and (ii) the date on which the Work would have been
substantiaIly completed if not for "Tenant Delay." "Tenant Delay" means any actual delay in
Substantial Completion caused by any act or omission of Tenant, including without limitation
Tenant's failure to make timely selections or to approve or disapprove of any action item within
the time limits required herein, Tenant's request for changes to the Work, and Tenant's failure to
pay when due any amounts required pursuant to this Workletter.
2. Commencement Date. The Commencement Date shall be established as set forth in the Lease.
3. Tenant's Access To Premises.
Prior to the anticipated Commencement Date, Landlord, in its reasonable discretion, may permit
Tenant and Tenant's agents or independent contractors to enter the Premises in order that Tenant may do
other work as may be required by Tenant (and approved by Landlord pursuant to the Lease) to make the
Premises ready for Tenant's use and occupancy, such as by installing telecommunications cabling,
equipment, telephone, and furnishings. Such permission must be in writing prior to entry. If Landlord
permits such prior entry, then such license shaH be subject to the condition that Tenant and Tenant's agents,
contractors, workmen, mechanics, suppliers, and invitees shall work in harmony with and not interfere with
Landlord and its agents and contractors in doing its work in the Premises or the Building or with other
tenants and occupants of the Building or the Project. If at any time such entry shaIl cause or threaten to
cause disharmony or interference, Landlord, in its sole discretion, shall have the right to withdraw and
cancel such license upon notice to Tenant. Tenant agrees that any such entry into the Premises shall be
deemed to be under all of the terms, covenants, conditions and provisions of the Lease.
0082037\119619\1122788\2
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EXHIBIT C
COMMENCEMENT DATE CERTIFICATE
TENANT: CITY OF WINTER SPRINGS, a Florida Municipal Corporation
PREMISES: Suite
LOCATED AT:
This letter is to certify that:
1. The above referenced Premises have been accepted by the Tenant for possession.
2. The Premises are substantially complete in accordance with the plans and specifications used in
constructing the Premises.
3. The Premises can now be used for the Permitted Use.
4.
Commencement Date:
,2008
5.
Expiration Date:
,20
Executed this _ day of
,2008
TENANT:
CITY OF WINTER SPRINGS, a Florida Municipal
Corporation
By:
Name:
Title:
0082037\119619\1122788\2
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OFFICE LEASE
BETWEEN
VISTAWILLA OFFICE CENTER, LLC
as Landlord
AND
CITY OF WINTER SPRINGS
as Tenant
Dated: February ~, 2008
0082037\119619\1122788\2
OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made as of thgday of February, 2008 ("Date of Lease"), by
and between VISTAWILLA OFFICE CENTER, LLC, a Florida Limited Liability Company, ("Landlord"), and
CITY OF WINTER SPRINGS, a Florida municipal corporation ("Tenant").
I. BASIC LEASE PROVISIONS/DEFINITIONS
1.1 Premises. 1,100 Rentable Square Feet ("RSF") known as Suite and located on the First
Floor of the Building as outlined on Exhibit A-1 attached hereto and made a part hereof.
1.2 Building. The building located at 1491 East S.R. 434, Winter Springs, Florida 32708.
1.3 Project. The development known as Vistawilla Office Center, Phase I, consisting of the real
property and all improvements built thereon, including, without limitation, the Land, Building, Common Area, and
Parking Facilities, containing approximately 40,000 RSF.
1.4 Land. The piece or parcel of land which comprises the Project, as more particularly described on
Exhibit A-2 attached hereto and made a part hereof, and all rights, easements and appurtenances thereunto
belonging or pertaining.
1.5 Common Area. All areas from time to time designated by Landlord for the general and
nonexclusive common use or benefit of Tenant, other tenants of the Project, and Landlord, including, without
limitation, roadways, entrances and exits, loading areas, landscaped areas, open areas, park areas, service drives,
walkways, atriums, courtyards, concourses, ramps, hallways, stairs, washrooms, lobbies, elevators, common trash
areas, vending or mail areas, common pipes, conduits, wires and appurtenant equipment within the Building,
maintenance and utility rooms and closets, exterior lighting, exterior utility lines, and Parking Facilities.
1.6 Parking Facilities. All parking areas now or hereafter designated by Landlord for use by tenants
of the Project and/or their guests and invitees.
1.7 RSF or Rentable Area. The rentable area within the Premises, Building or Project deemed to be
the amounts set forth in this Article I. Landlord and Tenant stipulate and agree that the RSF of the Premises,
Building and Project are correct and shall not be re-measured.
1.8 Permitted Use. Tenant may use the Premises, subject to and in accordance with the terms,
covenants and conditions set forth in this Lease, and applicable governmental regulations, restrictions and
permitting, solely for municipal police substation purposes and uses incidental thereto.
1.9 Commencement Date. The commencement date shall be the date on which the Premises is
Substantially Complete and the Tenant reasonably determines that the Premises is suitable for occupancy.
1.10 Expiration Date. The day before the 36-month anniversary of the Commencement Date, provided,
however, that if said date is not the last day of a calendar month, then the Expiration Date shall be the last day of the
calendar month in which such date occurs.
1.11 Term. Approximately three years, beginning on the Commencement Date and expiring on the
Expiration Date.
1.12 Basic Rent. There shall not be any rental payments (inclusive of State Sales Tax and Operating
Expenses and Taxes) during the term of this Lease. Landlord acknowledges and agrees that donating the Premises
for use as a municipal police substation located within the Building provides ample consideration, which would
equal or exceed the fair market rental rate for the Premises. Further, in consideration of this Lease, the Tenant
agrees not to impose any City of Winter Springs' impact or permit fees related to the Premises during the term of
this Lease.
0082037\t 19619\1122788\2
1.13 Lease Year. Each consecutive 12 month period elapsing after: (i) the Commencement Date if the
Commencement Date occurs on the first day of a month; or (ii) the first day of the month following the
Commencement Date if the Commencement Date does not occur on the first day of a month. Notwithstanding the
foregoing, the first Lease Year shall include the additional days, if any, between the Commencement Date and the
first day of the month following the Commencement Date, in the event the Commencement Date does not occur on
the first day of a month.
1.14 Calendar Year. For the purpose of this Lease, Calendar Year shall be a period of 12 months
commencing on each January 1 during the Term, except that the first Calendar Year shall be that period from and
including the Commencement Date through December 31 of that same year, and the last Calendar Year shall be that
period from and including the last January 1 of the Term through the earlier of the Expiration Date or the date of
Lease termination.
1.15 Parkin As of the Commencement Date, Tenant shall have the non-exclusive right to parking
spaces, on an unassigned and unreserved basis, on the Property similar to other tenants of the Project. However,
Tenant shall also have the right to three (3) reserved spaces located near the front entrance of the Building. Said
reserve spaces shall be marked with appropriate signage that indicates that the spaces are reserved for the Winter
Springs Police Department. The Tenant shall provide said signage. Landlord shall install the signage unless
Landlord, in its discretion, authorizes the Tenant to install the signage. The parking rental cost shall be $0 during
the Term of the Lease.
1.16 Brokers . None.
1.17 Guarantor(s). None.
1.18 Landlord's Notice Address.
Vistawilla Office Center, LLC
Attention: Thomas J. Corkery
1491 East S.R. 434, Unit 103
Winter Springs, Florida 32708
With a copy to:
Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
Attention: Patrick K. Rinka, Esq.
215 N. Eola Drive
Orlando, FL 32801
1.19 Tenant's Notice Address.
City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, Florida 32708
1.20 Aeents. Officers, city commissioners, partners, directors, members, managers, employees, agents,
licensees, contractors, customers and invitees; to the extent customers and invitees are under the principal's control
or direction.
II. PREMISES
2.1 Lease of Premises. In consideration of the agreements contained herein, Landlord hereby leases
the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Term and upon the terms and
conditions set forth in this Lease. As an appurtenance to the Premises, Tenant shall have the general and
0082037\I 1961 90 1 22788\2 ' 2
nonexclusive right, together with Landlord and the other tenants of the Project, to use the Common Area subject to
the terms and conditions of this Lease; provided, however, except to the extent Landlord's prior written approval is
obtained, Landlord excepts and reserves exclusively to itself the use of (i) roofs; (ii) maintenance and utility
equipment rooms and closets, and (iii) conduits, wires and appurtenant equipment within the Building and
equipment rooms and closets, and exterior utility lines.
2.2 Landlord's Reservations. Provided Tenant's use of and access to the Premises is not materially
adversely affected, Landlord reserves the right from time to time to: (i) install, use, maintain, repair, replace and
relocate pipes, ducts, conduits, wires and appurtenant meters and equipment above the ceiling surfaces, below the
floor surfaces, within the walls and in the central core areas of the Building; (ii) make changes to the design and
layout of the Project, including, without limitation, changes to buildings, driveways, entrances, loading and
unloading areas, direction of traffic, landscaped areas and walkways, parking spaces and parking areas; and (iii) use
or close temporarily the Common Areas, and/or other portions of the Project while engaged in making
improvements, repairs or alterations to the Building, the Project or any portion thereof.
III. TERM
3.1 Commencement Date. The Term shall commence on the Commencement Date and expire at
midnight on the Expiration Date. After the Premises are Substantially Complete and have received a certificate of
occupancy, Tenant shall execute and deliver to Landlord, within fifteen (15) days of Landlord's request therefor, a
Commencement Date Certificate in the form attached as Exhibit C, acknowledging the Commencement Date and
certifying that the Work (as defined in the Workletter attached hereto as Exhibit B) has been substantially
completed and that Tenant has examined and accepted the Premises, subject to punch list items as provided in the
Workletter. If Tenant fails to deliver such letter, Tenant shall conclusively be deemed to have made such
acknowledgment and certification by occupying the Premises for the Permitted Use.
3.2 Early Possession. Before the Commencement Date, Tenant may take possession of the Premises
for the sole purpose of: (i) performing improvements in accordance with the terms of the Workletter; or (ii)
installing furniture, equipment or other personal property with the prior written approval of Landlord, which shall
not be unreasonably withheld or delayed. Such possession shall be subject to the terms and conditions of this Lease.
IV. RENT
4.1 Basic Rent. As provided in Section 1.12, there shall be no Basic Rent owed under this Lease.
4.2 Operating_Expense Rental and Real Estate Tax Rental. Tenant shall not be responsible for any
Operating Expenses, Real Estate Taxes, or any other expense or fee incurred by Landlord. As used herein, the term
"Operating Expenses" shall mean any and all expenses, costs and disbursements which Landlord incurs because of
or in connection with the maintenance, management and operation of the Project. Real Estate Taxes shall be
defined as (i) all real property taxes and assessments levied by any public authority against the Project; (ii) all
personal property taxes levied by any public authority on personal property of Landlord used in the management,
operation, maintenance and repair of the Project, (iii) all taxes, assessments and reassessments of every kind and
nature whatsoever levied or assessed in lieu of or in substitution for existing or additional real or personal property
taxes and assessments on the Project, or (iv) amounts necessary to be expended because of governmental orders,
whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for
public improvements, services, benefits or any other purposes which are assessed, levied, confirmed, imposed or
become a lien upon the Premises or Project or become payable during the Term.
4.3 Sales or Excise Taxes. Tenant shall occupy the Premises for the municipal purposes stated herein.
As such, Tenant represents that the Lease shall be exempt from any and all sales, rent or excise taxes.
4.4 City Impact or Permit Fees. In consideration of this Lease, the Tenant agrees not to impose any
City of Winter Springs' impact or permit fees related to the Premises during the term of this Lease.
00820370 1 961 9\1122788\2 ' 3 -
V. PARKING
During the Term, Tenant shall have the right in common with other tenants in the building to use the
Parking (as defined in Article XV), validation, sticker or other identification systems set forth by Landlord from
time to time. Landlord may restrict certain portions of the Parking Facilities for the exclusive use of one or more
tenants of the Building and may designate other areas to be used at large only by customers and visitors of tenants of
the Building.
VI. USE AND REQUIREMENTS OF LAW
6.1 Use. The Premises will be used only for the Permitted Use. Tenant and Tenant's Agents will not:
(i) do or permit to be done in or about the Premises, nor bring to, keep or pernut to be brought or kept in the
Premises, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or
governmental rule or regulation which is now in force or which may be enacted or promulgated after the Date of
Lease; (ii) do or pemut anything to be done in or about the Premises which will in any way obstruct or interfere with
the rights of other tenants of the Building or Project; (iii) do or permit anything to be done in or about the Premises
which is dangerous to persons or property; or (iv) cause, maintain or permit any nuisance in, on or about the
Premises or commit or allow to be committed any waste in, on or about the Premises. At its sole cost and expense,
Tenant will promptly comply with: (a) all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or in force after the Commencement Date of the Lease regarding the operation of
Tenant's police substation and the use, condition, configuration and occupancy of the Premises; (b) the certificate of
occupancy issued for the Building and the Premises; and (c) any recorded covenants, conditions and restrictions, if
any, which affect the use, condition, configuration and occupancy of the Premises.
6.2 Hazardous Materials. Tenant shall not bring or allow any of Tenant's Agents to bring on the
Premises or the Project, any asbestos, petroleum or petroleum products, used oil, explosives, toxic materials or
substances defined as hazardous wastes, hazardous materials or hazardous substances under any federal, state or
local law or regulation ("Hazardous Materials"), except for routine office and janitorial supplies used on the
Premises and stored in the usual and customary manner and quantities, and in compliance with all applicable
environmental laws and regulations. In the event of any release of Hazardous Materials on, from, under or about the
Premises or the Project as the result of Tenant's occupancy of the Premises, Landlord shall have the right, but not
the obligation, to cause Tenant, at Tenant's sole cost and expense, to clean up, remove, remediate and repair any soil
or groundwater contamination or other damage or contamination in conformance with the requirements of
applicable law. Landlord shall have the right from time to time, but not the obligation, to enter upon the Premises to
conduct such inspections and undertake such sampling and testing activities as Landlord deems necessary or
desirable to determine whether Tenant is in compliance with this provision.
6.3 ADA Compliance. Notwithstanding any other statement in this Lease, the following provisions
shall govern the parties' compliance with the Americans With Disabilities Act of 1990, as amended from time to
time, Public Law 101-336; 42 U.S.C. §§12101, et seq. (the foregoing, together with any similar state statute
governing access for the disabled or handicapped collectively referred to as the "ADA"):
(a) To the extent governmentally required as of the Commencement Date of this Lease,
Landlord shall be responsible for the cost of compliance with Title III of the ADA with respect to any repairs,
replacements or alterations to the Common Areas of the Project and to the Building Structure. To the extent
governmentally required subsequent to the Commencement Date of this Lease as a result of an amendment to Title
III of the ADA or any regulation thereunder enacted subsequent to the Commencement Date of this Lease, Landlord
shall be responsible for compliance with Title III of the ADA with respect to any repairs, replacements or alterations
to the Common Area of the Project and to the Building Structure.
(b) To the extent governmentally required as of the Commencement Date of this Lease,
Tenant shall be responsible for the cost of compliance with Title III of the ADA with respect to any Tenant
improvements or Tenant's occupancy of the Premises that do not require repairs, replacements, or alterations to the
Building Structure.
0082037\119619\1122788\2 ' 4
VII. ASSIGNMENT AND SUBLETTING
This Lease shall not be assigned.
VIII. MAINTENANCE AND REPAIR
8.1 Landlord's Obli ag tion. Landlord will maintain, repair and restore in reasonably good order and
condition, consistent in Landlord's business judgment with the quality and service standards for a comparable office
building in Seminole County, Florida, (i) the Common Area; (ii) the mechanical, plumbing, electrical and HVAC
equipment serving the Building; (iii) the structure of the Building (including roof, exterior walls and foundation);
(iv) exterior windows of the Building; and (v) Building standard lighting.
8.2 Tenant's Obli ag tion. Subject to Landlord's express obligations set forth in Section 8.1, Tenant, at
its expense, shall maintain the Premises in good condition and repair, reasonable wear and tear and casualty
governed by the provisions of Article XVI excepted. Tenant's obligation shall include without limitation the
obligation to maintain and repair all (i) interior walls; (ii) floor coverings; (iii) ceilings; (iv) doors; (v) entrances to
the Premises, (vi) supplemental HVAC systems within the Premises; and (vii) any private restrooms and kitchens,
including hot water heaters, plumbing and similar facilities serving Tenant exclusively. Tenant will promptly advise
Landlord of any damage to the Premises or the Project. All damage or injury to the Premises (excluding Tenant's
equipment, personal property and trade fixtures) may be repaired, restored or replaced by Landlord, at the expense
of Tenant, and such expense (plus 10% of such expense for Landlord's overhead) will be collectible as Additional
Rent and will be paid by Tenant upon demand. If Tenant fails to make any repairs to the Premises for more than 30
days after notice from Landlord (although notice shall not be required in the event of an emergency), Landlord may,
at its option, cause all required maintenance or repairs, restorations or replacements to be made and Tenant shall pay
Landlord pursuant to this Section 8.2.
IX. INITIAL CONSTRUCTION; ALTERATIONS
9.1 Initial Construction. Landlord and Tenant agree that the construction of the Work described in the
Workletter shall be performed by Landlord in accordance with and as defined in said Exhibit B and the construction
of any work to be performed by Tenant shall be performed in accordance with and as defined in Exhibit B. Subject
to the construction of the Work, if any, Landlord shall have no obligations whatsoever to construct any
improvements to the Premises and Tenant accepts the Premises "AS IS", "WHERE IS" and "WITH ANY
AND ALL FAULTS", and Landlord neither makes nor has made any representations or warranties, express
or implied, with respect to the quality, suitability or fitness thereof of the Premises, or the condition or repair
thereof. Tenant taking possession of the Premises shall be conclusive evidence for all purposes of Tenant's
acceptance of the Premises in good order and satisfactory condition, and in a state and condition satisfactory,
acceptable and suitable for the Tenant's use pursuant to this Lease.
9.2 Installing and Operating Tenant's Equ~ment. Without first obtaining the written consent of
Landlord, Tenant shall not install or operate in the Premises (i) any electrically operated equipment or other
machinery, other than standard office equipment that does not require wiring, cooling or other service in excess of
Building standards; (ii) any equipment of any kind or nature whatsoever which will require any changes,
replacements or additions to, or changes in the use of, any water, heating, plumbing, air conditioning or electrical
system of the Premises or the Project; or (iii) any equipment which exceeds the electrical or floor load capacity per
square foot for the Building. Landlord's consent to such installation or operation may be conditioned upon the
payment by Tenant of additional compensation for any excess consumption of utilities and any additional power,
wiring, cooling or other service that may result from such equipment. Machines and equipment which cause noise
or vibration that may be transmitted to the structure of the Building or to any space therein so as to be objectionable
to Landlord or any other Project tenant shall be installed and maintained by Tenant, at its expense, on vibration
eliminators or other devices sufficient to eliminate such noise and vibration. Tenant and Tenant's
telecommunications companies, including but not limited to, local exchange telecommunications companies and
alternative access vendor services companies, shall have no right of access to the Land, Building or the Project for
the installation and operation of telecommunications systems, including but not limited to, voice, video, data, and
any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other
transmission systems, for part or all of Tenant's telecommunications within the Building without Landlord's prior
0082037\119619\11227882 - S -
written consent, such consent not to be unreasonably withheld. Tenant's phone boards and similar equipment shall
be located within the Premises.
9.3 Alterations. Tenant shall not make or permit any alterations, additions or improvements of any
kind or nature to the Premises or the Project, whether structural or nonstructural, interior, exterior or otherwise
("Alterations") without the prior written consent of Landlord, said consent not to be unreasonably withheld or
delayed. Landlord may impose any reasonable conditions to its consent, including, without limitation: (i) prior
approval of the plans and specifications and contractor(s) with respect to the Alterations (provided that Landlord
may designate specific contractors with respect to Building systems); (ii) supervision by Landlord's representative of
the Alterations; (iii) proof of worker's compensation insurance and commercial general liability insurance in such
amounts and meeting such requirements as reasonably requested by Landlord; (iv) delivery to Landlord of written
and unconditional waivers of mechanic's and materialmen's liens as to the Project for all work, labor and services to
be performed and materials to be furnished, signed by all contractors, subcontractors, materialmen and laborers
participating in the Alterations; (v) delivery of permits, certificates of occupancy, "as-built" plans, and equipment
manuals; and (vi) any security for performance or payment that is reasonably required by Landlord. The Alterations
shall conform to the requirements of federal, state and local governments having jurisdiction over the Premises,
including, without limitation, the ADA, the OSHA General Industry Standard (29 C.F.R. Section 1910.1001, et
seq.), and the OSHA Construction Standard (29 C.F.R. Section 1926.1001, et seq.) and shall be performed in
accordance with the terms and provisions of this Lease and in a good and workmanlike manner using material of a
quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building.
Landlord may designate reasonable rules, regulations and procedures for the performance of work in the Building
and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to
designate the time when Alterations may be performed. If the Alterations are not performed as herein required,
Landlord shall have the right, at Landlord's option, to halt any further Alterations, or to require Tenant to perform
the Alterations as herein required or to require Tenant to return the Premises to its condition before such Alterations.
All or any part of the Alterations (including, without limitation, wiring), whether made with or without the consent
of Landlord, shall, at the election of Landlord, either be removed by Tenant at its expense before the expiration of
the Term or shall remain upon the Premises and be surrendered therewith at the Expiration Date or earlier
termination of this Lease as the property of Landlord without disturbance, molestation or injury. Landlord's election
shall be made at the time Landlord approves installation of such Alterations. If Landlord requires the removal of all
or part of the Alterations, Tenant, at its expense, shall repair any damage to the Premises or the Project caused by
such removal and restore the Premises and the Project to its condition prior to the construction of such Alterations.
If Tenant fails to remove the Alterations upon Landlord's request and repair and restore the Premises and Project,
then Landlord may (but shall not be obligated to) remove, repair and restore the same and the cost of such removal,
repair and restoration together with any and all damages which Landlord may suffer and sustain by reason of the
failure of Tenant to remove, repair and restore the same, shall be charged to Tenant and paid upon demand.
Notwithstanding the foregoing, Tenant may remove any trade fixtures, business equipment, personal property and
furniture, provided that Tenant repairs any damage to the Premises resulting from the removal of such items and
restores the Premises to its condition prior to the installation of such items, except as otherwise agreed in writing by
Landlord.
9.4 Mechanics' Liens.
(a) Tenant will pay or cause to be paid all costs and charges for: (i) work done by Tenant or
caused to be done by Tenant, in or to the Premises; and (ii) materials furnished for or in connection with such work.
Tenant will indemnify Landlord against and hold Landlord, the Premises, and the Project free, clear and
harmless of and from all mechanics' liens and claims of liens, and all other liabilities, liens, claims, and
demands on account of such work by or on behalf of Tenant. If any such lien, at any time, is filed against the
Premises, or any part of the Project, Tenant will promptly cause such lien to be discharged of record, except that if
Tenant desires to contest such lien, it will fiunish Landlord, within such 10-day period, a bond or other security
reasonably satisfactory to Landlord of at least 150% of the amount of the claim. If a final judgment establishing the
validity or existence of a lien for any amount is entered, Tenant will immediately pay and satisfy the same. If
Tenant fails to pay any charge for which a mechanic's lien has been filed, and has not given Landlord a bond or
other security as described above, Landlord may, at its option, pay such charge and related costs and interest, and the
amount so paid, together with attorneys' fees incurred in connection with such lien, will be immediately due from
Tenant to Landlord as Additional Rent. If Tenant receives notice that a lien has been or is about to be filed against
00820370196190122788\2 ' 6
the Premises or any part of the Project or any action affecting title to the Project has been commenced on account of
work done by or for or materials furnished to or for Tenant, it will immediately give Landlord written notice of such
notice. At least 15 days prior to the commencement of any work (including, but not limited to, any maintenance,
repairs or Alteration) in or to the Premises, by or for Tenant, Tenant will give Landlord written notice of the
proposed work and the names and addresses of the persons supplying labor and materials for the proposed work.
However, nothing herein shall be construed to hold Tenant responsible for the work done by Landlord pursuant to
the Workletter.
(b) NOTHING IN THIS LEASE SHALL BE DEEMED TO BE, OR CONSTRUED IN
ANY WAY AS CONSTITUTING, THE CONSENT OR REQUEST OF LANDLORD, EXPRESSED OR
IMPLIED, BY INFERENCE OR OTHERWISE, TO ANY PERSON, FIRM OR CORPORATION FOR THE
PERFORMANCE OF ANY LABOR OR THE FURNISHING OF ANY MATERIALS FOR ANY
CONSTRUCTION, REBUILDING, ALTERATION OR REPAIR OF OR TO THE PREMISES OR ANY PART
THEREOF, NOR AS GIVING TENANT ANY RIGHT, POWER OR AUTHORITY TO CONTRACT FOR OR
PERMIT THE RENDERING OF ANY SERVICES OR THE FURNISHING OF ANY MATERIALS WHICH
MIGHT IN ANY WAY GIVE RISE TO THE RIGHT TO FILE ANY LIEN AGAINST THE BUILDING,
PROJECT, LAND, PREMISES, OR LANDLORD'S INTEREST THEREIN. TENANT SHALL NOTIFY ANY
CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN THE PREMISES ON BEHALF OF
TENANT THAT THIS LEASE SPECIFICALLY PROVIDES THAT THE INTERESTS OF LANDLORD IN THE
BUILDING, PROJECT, LAND, AND PREMISES SHALL NOT BE SUBJECT TO LIENS FOR
IMPROVEMENTS MADE BY TENANT, AND NO MECHANIC'S LIEN OR OTHER LIEN FOR ANY SUCH
LABOR, SERVICES, MATERIALS, SUPPLIES, MACHINERY, FIXTURES OR EQUIPMENT SHALL
ATTACH TO OR AFFECT THE ESTATE OR INTEREST OF LANDLORD IN AND TO THE BUILDING,
PROJECT, LAND, PREMISES, OR ANY PORTION THEREOF. IN ADDITION, LANDLORD SHALL HAVE
THE RIGHT TO POST AND KEEP POSTED AT ALL TIMES ON THE PREMISES ANY NOTICES THAT
MAY BE REQUIRED OR ADVISABLE FOR THE PROTECTION OF LANDLORD AND THE BUILDING,
PROJECT, LAND, OR PREMISES FROM ANY SUCH LIEN. TENANT AGREES TO PROMPTLY EXECUTE
SUCH INSTRUMENTS IN RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF FLORIDA STATUTES, SECTION 713.10.
X. SIGNS
Except as expressly provided for in this Article X, no sign, advertisement or notice shall be inscribed,
painted, affixed, placed or otherwise displayed by Tenant on any part of the Project or the outside or the inside (to
the extent visible from the exterior of the Premises or Building) of the Building or the Premises. Landlord shall
provide a listing on any tenant directory in the lobby of the Building. Landlord also shall place the suite number
and/or Tenant name on or in the immediate vicinity of the entry door to the Premises using Building standard sign
material and lettering; changes to the initial entry sign shall be at Tenant's expense. In addition, Tenant shall also be
given the right to install outdoor signage subject to applicable laws, ordinances and regulations and Landlord's
reasonable approval as to size, design, color, lighting, and other specifications, and Tenant shall be responsible for
the cost of fabricating and installing such signage. If any prohibited sign, advertisement or notice is exhibited by
Tenant, Landlord shall have the right to remove the same, and Tenant shall pay upon demand any and all expenses
incurred by Landlord in such removal.
XI. RIGHT OF ENTRY
Tenant shall permit Landlord or its Agents to enter the Premises without charge therefor to Landlord and
without diminution of Rent or claim of constructive eviction: (i) to clean, inspect and protect the Premises and the
Project; (ii) to make such alterations and repairs to the Premises or any portion of the Building, including other
tenants' premises, which Landlord deternunes to be reasonably necessary; (iii) to exhibit the same to prospective
purchaser(s) of the Building or the Project or to present or future Mortgagees; or (iv) to exhibit the same to
prospective tenants during the last 12 months of the Term. Landlord will endeavor to minimize, as reasonably
practicable, any interference with Tenant's business and shall provide Tenant with prior notice of entry into the
Premises (which may be given verbally), except with respect to the provision of janitorial services (to the extent
provided by Landlord, at its sole option) after Normal Business Hours or in the event of an apparent emergency
0082037\I 19619\1122788\2 - 7 -
condition arising within or affecting the Premises that endangers or threatens to endanger property or the safety of
individuals.
XII. INSURANCE
12.1 Certain Insurance Risks. Tenant will not do or permit to be done any act or thing upon the
Premises or the Project which would: (i) jeopardize or be in conflict with fire insurance policies covering the
Project, and fixtures and property in the Project; or (ii) increase the rate of fire insurance applicable to the Project to
an amount higher than it otherwise would be for general office use of the Project; or (iii) subject Landlord to any
liability or responsibility for injury to any person or persons or to property by reason of any business or operation
being conducted upon the Premises.
12.2 Landlord's Insurance. At all times during the Term, Landlord will carry and maintain:
(a) Fire and extended coverage insurance covering the Building, its equipment and common
area furnishings, and leasehold improvements in the Premises to the extent of any initial build out of the Prenuses by
the Landlord;
(b) Bodily injury and property damage insurance; and
(c) Such other insurance as Landlord reasonably determines from time to time.
The insurance coverages and amounts in this Section 12.2 will be determined by Landlord in an exercise of its
reasonable discretion.
12.3 Tenant's Insurance. On or before the earlier to occur of (i) the Commencement Date; or (ii) the
date Tenant commences any work of any type in the Premises pursuant to this Lease (which may be prior to the
Commencement Date) and continuing throughout the Term, Tenant will carry and maintain, at Tenant's expense, the
following insurance, in the minimum amounts specified below or such other amounts as Landlord may from time to
time reasonably request:
(a) Commercial general liability insurance, with a combined single occurrence limit and
aggregate of not less than $1,000,000;
(b) All risk property covering all of Tenant's furniture and fixtures, machinery, equipment,
stock and any other personal property owned and used in Tenant's business and found in, on or about the Project,
and any leasehold improvements to the Premises in excess of any initial buildout of the Premises by the Landlord, in
an amount not less than the full replacement cost;
(c) Worker's compensation insurance insuring against and satisfying Tenant's obligations and
liabilities under the worker's compensation laws of the state of Florida; and
(d) If Tenant operates owned, hired, or nonowned vehicles on the Project, comprehensive
automobile liability will be carried at a limit of liability not less than $1,000,000 combined bodily injury and
property damage;
(e) All insurance required under this Section 12.3 shall be issued by such good and reputable
insurance companies qualified to do and doing business in the state including, but not limited to the Florida League
of Cities.
XIII. LANDLORD SERVICES AND UTILITIES
13.1 Ordinary Services to the Premises. Landlord shall furnish to the Premises throughout the Term so
long as the Premises are occupied: (i) heating, ventilation, and air conditioning ("HVAC") appropriate for the
Permitted Use; (ii) reasonable use of all existing basic infra-Building and/or Project telephone and network cabling;
0082037V 196190 1227882 - $ -
(iii) hot and cold water from points of supply; (iv) restrooms; (v) elevator service, provided that Landlord shall have
the right to remove such elevators from service as may reasonably be required for moving freight or for servicing or
maintaining the elevators or the Building; and (vi) proper facilities to furnish sufficient electrical power for Building
standard lighting, facsimile machines, personal computers, printers, copiers and other customary business
equipment, but not including electricity and air conditioning units required for equipment of Tenant that is in excess
of Building standard. The cost of all services provided by Landlord hereunder shall be included within Operating
Expenses, unless charged directly (and not as a part of Operating Expenses) to Tenant or another tenant of the
Project. Landlord may establish reasonable measures to conserve energy and water.
13.2 Additional Services. Although the parties intend this to be a full service lease which incorporates
all ordinary utilities, fees, and rent, should Tenant desire any additional services beyond those described in Section
13.1, or a rendition of any of such services outside the normal times for providing such service, Landlord may (at
Landlord's option), upon reasonable advance notice from Tenant to Landlord, fiu-nish such services, and Tenant
agrees to pay Landlord upon demand Landlord's additional expenses resulting therefrom.
13.3 Interruption of Utilities or Services. Landlord reserves the right temporarily to discontinue the
services set forth in the foregoing paragraph 13.1 and 13.2, or any of them, at such times as may be necessary by
reason of accident, repairs, alterations or improvement, strikes, lockouts, riots, acts of God, governmental
preemption in connection with a national or local emergency, any rule, order or regulation of any governmental
agency, conditions of supply and demand which make any product unavailable, Landlord's compliance with any
mandatory or voluntary governmental energy conservation or environmental protection program, or any other
happening beyond the control of Landlord. In the event of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in Landlord's reasonable opinion, Landlord will have the right to
prevent access to the Building or Project during the continuance of the same by such means as Landlord, in its
reasonable discretion may deem appropriate, including, without limitation, locking doors and closing Parking
Facilities and the Common Areas. Notwithstanding the foregoing, in the event of any failure to furnish, or any
stoppage of, the following specified services for a period in excess of five (5) consecutive business days, and if: (a)
such interruption is restricted to the Building and is not a neighborhood blackout; (b) such failure to furnish or
stoppage is caused by the negligence or willful misconduct of Landlord or by the failure of Landlord to continence
and diligently pursue repairs for which Landlord is responsible under this Lease; (c) such interruption results in the
Premises becoming untenantable; and (d) Tenant actually ceases to occupy the Premises as a result thereof, Tenant
shall be entitled to terminate the Lease.
13.4 Meters. In the event Tenant's electrical usage exceeds normal business office usage levels as
reasonably determined by Landlord, Landlord reserves the right to separately meter or monitor the utility services
provided to the Premises, at Tenant's expense, and bill the charges for amounts in excess of normal business office
usage levels directly to Tenant, or to separately meter any other tenant and bill the charges directly to such tenant
and to make appropriate adjustments to the Operating Expenses based on the meter charges.
13.5 Utility Charges. All telephone and other utility service used by Tenant in the Premises shall be
paid for directly by Tenant except those covered under Paragraph 13.1.
XIV. LIABILITY OF LANDLORD AND TENANT
14.1 Indemnification. Except to the extent caused by the gross negligence or willful misconduct of
Landlord, Tenant will neither hold nor attempt to hold Landlord liable for, and Tenant will indemnify, hold
harmless and defend (with counsel reasonably acceptable to Landlord) Landlord from and against, any and all
demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses (including,
without limitation, reasonable attorneys' fees) incurred in connection with or arising from (i) the use or occupancy or
manner of use or occupancy of the Premises by Tenant; (ii) any activity, work or thing done, permitted or suffered
by Tenant in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant ; (iv) any breach,
violation or nonperformance by Tenant of any term, covenant or provision of this Lease or any law, ordinance or
governmental requirement of any kind; and (v) any injury or damage to the person, property or business of Tenant.
Except to the extent caused by the gross negligence or willful misconduct of Tenant, Landlord will
neither hold nor attempt to hold Tenant liable for, and Landlord will indemnify, hold harmless and defend (with
0082037\1196190 1227882 ' 9 "
counsel reasonably acceptable to Tenant) Tenant, from and against, any and all demands, claims, causes of action,
fines, penalties, damages, liabilities, judgments, and expenses (including, without limitation, reasonable attorneys'
fees) incurred in connection with or arising from the management of, or any work done in or about, the Project by
Landlord or its property manager.
14.2 Survival. The covenants, agreements and indemnification obligations under this Article XIV will
survive the expiration or earlier termination of this Lease. The covenants, agreements and indemnification
obligations are not intended to and will not relieve any insurance carrier of its obligations under policies required to
be carried by any party pursuant to the provisions of this Lease.
XV. RULES AND REGULATIONS
To the extent not in conflict with the provisions of this Lease, Tenant shall at all times abide by and observe
the Rules and Regulations that may reasonably be promulgated from time to time by Landlord for the operation and
maintenance of the Project and the Rules and Regulations shall be deemed to be covenants of the Lease to be
performed and/or observed by Tenant. Nothing contained in this Lease shall be construed to impose upon Landlord
any duty or obligation to enforce the Rules and Regulations, or the terms or provisions contained in any other lease,
against any other tenant of the Project. Landlord shall not be liable to Tenant for any violation by any party of the
Rules and Regulations or the terms of any other Project lease. If there is any inconsistency between this Lease and
the then current Rules and Regulations, this Lease shall govern.
XVI. DAMAGE; CONDEMNATION
16.1 Damage to the Premises. If the Premises or the Building are damaged by fire or other insured
cause to such an extent that, in Landlord's reasonable judgment, the damage cannot be substantially repaired within
270 days after the date of such damage, or if the Premises are substantially damaged during the last Lease Year,
then: (i) Landlord may terminate this Lease as of the date of such damage by written notice to Tenant; or (ii) Tenant
may terminate this Lease as of the date of such damage by written notice to Landlord within 10 days after (a)
Landlord's delivery of a notice that the repairs cannot be made within such 270-day period (Landlord shall use
reasonable efforts to deliver to Tenant such notice within 60 days of the date of such damage or casualty); or (b) the
date of damage, in the event the damage occurs during the last year of the Lease.
16.2 Condemnation. Upon condemnation of the Building or Property by a governmental agency, this
Lease shall terminate upon the title of the property vesting in the governmental agency. Tenant shall have no claim
against Landlord (or otherwise) as a result of such taking, and Tenant hereby agrees to make no claim against the
condemning authority for any portion of the amount that may be awarded as compensation or damages as a result of
such taking; provided, however, that Tenant may, to the extent allowed by law, claim an award for moving expenses
and for the taking of any of Tenant's property (other than its leasehold interest in the Premises) which does not,
under the terms of this Lease, become the property of Landlord at the termination hereof, as long as such claim is
separate and distinct from any claim of Landlord and does not dinunish Landlord's award. Tenant hereby assigns to
Landlord any right and interest it may have in any award for its leasehold interest in the Premises. This paragraph
shall not apply if the condemning government agency is the City of Winter Springs.
XVII. DEFAULT OF TENANT
17.1 Events of Default. Each of the following shall constitute an Event of Default: (i) Tenant fails to
observe or perform any other term, condition or covenant herein binding upon or obligating Tenant within 10 days
after written notice from Landlord; provided, however, that if Landlord reasonably determines that such failure
cannot be cured within said 10-day period, then Landlord may in its reasonable discretion extend the period to cure
the default for up to an additional 20 days provided Tenant has commenced to cure the default within the 10-day
period and diligently pursues such cure to completion (notwithstanding the foregoing, if Landlord provides Tenant
with notice of Tenant's failure to observe or perform any term, condition or covenant under this Subsection (i) on 2
or more occasions during any 12 month period, then Tenant's subsequent violation shall, at Landlord's option, be
deemed an Event of Default immediately upon the occurrence of such failure, regardless of whether Landlord
provides Tenant notice, or Tenant has commenced the cure of the same); (ii) Tenant fails to take occupancy of the
Premises within 90 days after the Commencement Date; (iii) Tenant fails to execute and return a subordination
0082037019619\1122788\2 - 1~ -
agreement or estoppel within the time periods provided for in Article XXI; or (iv) Tenant fails to immediately
remedy or discontinue any hazardous conditions which Tenant has created or permitted in violation of law or of this
Lease. Any notice periods provided for under this Section 17.1 shall run concurrently with any statutory notice
periods and any notice given hereunder may be given simultaneously with or incorporated into any such statutory
notice.
17.2 Landlord's Remedies. Upon the occurrence of an Event of Default, Landlord, at its option,
without further notice or demand to Tenant, may, in addition to all other rights and remedies provided in this Lease,
at law or in equity, elect to terminate this Lease, and retake possession of the Premises.
XVIII. MORTGAGES
This Lease is subject and subordinate to all ground or underlying leases and to any present or future
mortgage, deed of trust, security interest, or title retention interest affecting the Land, Building or Project (the
"Mortgage") and to all renewals, modifications, consolidations, replacements and extensions thereof. This
subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 days of receipt
thereof, execute any instrument that Landlord or any holder of any note or obligation secured by a Mortgage (the
"Mortgagee") may request confirming such subordination. Notwithstanding the foregoing, before any foreclosure
sale under a Mortgage, the Mortgagee shall have the right to subordinate the Mortgage to this Lease, and, in the
event of a foreclosure, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its
landlord the purchaser of Landlord's interest under this Lease. Tenant shall, upon the request of a Mortgagee or
purchaser at foreclosure, execute, acknowledge and deliver any instrument that has for its purpose and effect the
subordination of the lien of any Mortgage to this Lease or Tenant's attornment to such Purchaser.
XIX. SURRENDER
Tenant shall peaceably surrender the Premises to Landlord on the Expiration Date or earlier termination of
this Lease, in broom-clean condition and in as good condition as when Tenant took possession, including, without
limitation, the repair of any damage to the Premises caused by the removal of any of Tenant's personal property or
trade fixtures from the Premises, except for reasonable wear and tear and loss by fire or other casualty (as provided
for in Article XVI). All trade fixtures, equipment, furniture, inventory, effects and Alterations left on or in the
Premises or the Project after the Expiration Date or earlier termination of this Lease will be deemed conclusively to
have been abandoned and may be appropriated, removed, sold, stored, destroyed or otherwise disposed of by
Landlord without notice to Tenant or any other person and without obligation to account for them; and Tenant will
pay Landlord for all expenses incurred in connection with the same, including, but not limited to, the costs of
repairing any damage to the Premises or the Project caused by the removal of such property. Tenant's obligation to
observe and perform this covenant will survive the expiration or other termination of this Lease.
XX. QUIET ENJOYMENT
Landlord covenants that if Tenant performs all of the terms and conditions of this Lease to be performed by
Tenant, Tenant shall during the Term peaceably and quietly occupy and enjoy possession of the Premises without
molestation or hindrance by Landlord or any party claiming through or under Landlord, subject to the provisions of
this Lease, any restrictions and any Mortgage to which this Lease is subordinate.
XXI. MISCELLANEOUS
21.1 No Representations by Landlord. Tenant acknowledges that Landlord has not made any
representation or promise with respect to the Premises, the Project, the Land or the Common Area, except as herein
expressly set forth, and no rights, privileges, easements or licenses are acquired by Tenant except as herein expressly
set forth.
21.2 No Partnership. Nothing contained in this Lease shall be deemed or construed to create a
partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between Landlord
and Tenant other than that of landlord and tenant.
0082037V 19619\1122788\2 -) 1 -
21.3 Estoppel Certificate. Tenant shall, without charge, at any time and from time to time, within 10
days after request therefor by Landlord, execute, acknowledge and deliver to Landlord a written estoppel certificate
certifying, as of the date of such estoppel certificate, the following: (i) that this Lease is unmodified and in full force
and effect (or if modified, that the Lease is in full force and effect as modified and setting forth such modifications);
(ii) that the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) that Tenant
is presently occupying the Premises; (iv) the amounts of Basic Rent and Additional Rent currently due and payable
by Tenant; (v) that any Alterations or Work required by the Lease to have been made or paid for by Landlord have
been made or paid for to the satisfaction of Tenant; (vi) that there are no existing set-offs, charges, liens, claims or
defenses against the enforcement of any right hereunder, including, without limitation, Basic Rent or Additional
Rent (or, if alleged, specifying the same in detail); (vii) that no Basic Rent has been paid more than 30 days in
advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its
obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not
in default; (x) that the address to which notices to Tenant should be sent is as set forth in the Lease (or, if not,
specifying the correct address); and (xi) any other certifications reasonably requested by Landlord.
21.4 Waiver of Jury Trial. LANDLORD AND TENANT EACH KNOWINGLY AND
VOLUNTARILY WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR
COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER WITH
RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES.
21.5 Notices. All notices or other communications hereunder shall be in writing and shall be deemed
duly given if addressed and delivered to the respective parties' addresses, as set forth in Article I: (i) in person; (ii)
by Federal Express or similar overnight carrier service; or (iii) mailed by certified mail, return receipt requested,
postage prepaid. Such notices shall be deemed received upon the earlier of receipt or, if mailed by certified mail, 3
days after such mailing. Landlord and Tenant may from time to time by written notice to the other designate another
address for receipt of future notices.
21.6 Invalidity of Particular Provisions. If any provisions of this Lease or the application thereof to any
person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the
application of such provision to persons or circumstances other than those to which it is invalid or unenforceable,
shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the full extent
pernutted by law.
21.7 Gender and Number. All terms and words used in this Lease, regardless of the number or gender
in which they are used, shall be deemed to include any other number or gender as the context may require.
21.8 Benefit and Burden. Except as otherwise expressly provided under this Lease, the provisions of
this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective
representatives, heirs, successors and assigns.
21.9 Entire Agreement. This Lease (which includes the Exhibits attached hereto) contains and
embodies the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or
otherwise, between the parties not contained in this Lease shall be of any force or effect. This Lease (other than the
Rules and Regulations, which may be changed from time to time as provided herein) may not be modified, changed
or temunated in whole or in part in any manner other than by an agreement in writing duly signed by Landlord and
Tenant.
21.10 Authority. The person executing this Lease on behalf of Tenant hereby represents and warrants
that Tenant is duly formed, validly existing, in good standing, and qualified to do business in the state in which the
Project is located, that the Tenant has full power and authority to enter into this Lease, and that he or she is
authorized to execute this Lease on behalf of the Tenant. Tenant further agrees that upon Landlord's request, it shall
provide Landlord with a resolution certifying as to the above in a form acceptable to Landlord.
0082037\119619\1122788\2 - 12 -
21.11 Attorneys' Fees. If either Landlord or Tenant commences, engages in, or threatens to commence
or engage in any legal action or proceeding against the other party (including, without limitation, litigation or
arbitration) arising out of or in connection with the Lease, (including, without limitation (a) the enforcement or
interpretation of either party's rights or obligations under this Lease (whether in contract, tort, or both) or (b) the
declaration of any rights or obligations under this Lease), each party shall bear their own attorneys' fees, costs, and
expenses incurred through all appeals.
21.12 Interpretation. This Lease is governed by the laws of the state in which the Project is located.
Furthermore, this Lease shall not be construed against either party more or less favorably by reason of authorship or
origin of language.
21.13 Force Majeure. Landlord and Tenant shall not be chargeable with, liable for, or responsible to the
other for anything or in any amount for any failure to perform or delay caused by: fire; earthquake; explosion;
flood; hurricane; the elements; acts of God or the public enemy; actions, restrictions, governmental authorities
(pernvtting or inspection), governmental regulation of the sale of materials or supplies or the transportation thereof;
war; invasion; insurrection; rebellion; riots; strikes or lockouts, inability to obtain necessary materials, goods,
equipment, services, utilities or labor; or any other cause whether similar or dissimilar to the foregoing which is
beyond the reasonable control of such party (collectively, "Events of Force Maj_eure"); and any such failure or delay
due to said causes or any of them shall not be deemed to be a breach of or default in the performance of this Lease.
21.14 Headings. Captions and headings are for convenience of reference only.
21.15 Memorandum of Lease. Neither Landlord nor Tenant shall record this Lease nor a memorandum
thereof without the written consent of the other.
21.16 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing
contained in this Agreement shall be construed as a waiver of the Tenant's right to sovereign immunity under
Section 768.28, or other limitations imposed on the Tenant's potential liability under state or federal law. As such,
the Tenant and its employees and officers shall not be liable, under this Agreement for punitive damages or interest
for the period before judgment. Further, the Tenant shall not be liable for any claim or judgment, or portion thereof,
to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion
thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions
arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00).
21.17 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county public health unit. Landlord makes no representation to
Tenant concerning the presence or absence of radon gas in the Premises or the Building at any time or in any
quantity. By executing this Lease, Tenant expressly releases Landlord from any loss, claim, liability, or damage
now or hereafter arising from or relating to the presence at any time of such substances in the Premises or the
Building.
XXII. RENEWAL
This Lease may be renewed on the same terms, conditions and provisions as contained in this Lease, or
different terms, conditions, and provisions by mutual written agreement of the parties
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Date of Lease.
0082037\119619\I 122788\2 - 13 -
LANDLORD: TENANT:
VISTAWILLA OFFICE CENTER, LLC, a Florida CITY OF WINTER SPRINGS, a Florida municipal
Limited liability company corporation
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By: By: ~ GcJ• ~j'iL
Name: J ~ S. .~ Name: A-lo W' (fit ev1'loit
Title: Title: ~
Date Execut d b Landlord: ~ ~"A~~~ uDate Executed b
Witness: Wifiess:
Printed Name: Printed Name:
Wifiess: ~ Wifiess: ~'~~~~Q'f'~
Printed Name: ~ Printed Name: ~ C.Y1 ~~ Frt~.t'.O
0082037\119619\1122788\2
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LEGAL DESCRIPTION: (MEAGER PARCEL)
THAT PORTION OF THE FOLLOWING DESCRIBED LAND LYING SOUTH OF THE RIGHT-OF-WAY FOR S.R. 434 PER RIGHT-OF-WAY MAP SECTION 7 70 70-251 7 AS RECORDED IN OFFICIAL
RECORDS BOOK ?301, PAGE 1486.
COMMENCE AT THE NORTHEAST CORNER OF SECTION 8, TOWNSHIP 21 SOUTH, RANGE J1 EAST, SEM/NOLE COUNTY, FLORIDA, THENCE RUNS 00'24'55" E ALONG THE EAST LINE OF
THE NORTHEAST J~ OF SAID SECTION 8 FOR A DISTANCE OF 205.56 FEET TO THE NORTHERLY RIGHT-OF-WAY LINE OF THE LAKE CHARM BRANCH OF THE SEABOARD COAST LINE
RAILROAD (100' R/W); THENCE RUN N 54'34'57" W ALONG SAID NORTHERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF T93.14 FEET TO A POINT ON A CURVE CONCAVE
SOUTHWESTERLY HAVING A RADIUS OF 1959.19 FEET AND A CHORD BEARING OF N 66'56'09" W,• .THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND SAID
NORTHERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 24'44'10" FOR A DISTANCE OF 845.83 FEET TO THE POINT OF TANGENCY; THENCE RUN N 79.18'14" W ALONG
SAID NORTHERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 691.26 FEf7 TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 2612.09 FEET,•
THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND SAID NORTHERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 11.46'38" FOR A DISTANCE OF 536.92
FEET TO THE POINT OF TANCENCY,• THENCE RUNS 88.55'08" W ALONG SAID NORTHERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 96.48 FfET TO THE EASTERLY RIGHT-OF-WAY
LINE OF PROPOSED VISTAWlLLA DRIVE AND A POINT ON A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 460.00 FEET ANO A CHORD BEARING OF N 44.53'28" E; THENCE
RUN NORTHEASTERLY ALONG THE ARC OF SAID CURVE AND SAID EASTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 69'00'18" FOR A DISTANCE OF554.01 FEET TO
THE POINT OF REVERSE CURVATURE OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 790.00 FEET AND A CHORD BEARING OF N 44.50'50" E; THENCE RUN
NORTHEASTERLY ALONG THE ARC OF SAID CURVE AND SAID EASTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 69'05'33" FOR A DISTANCE OF 952.65 FEET TO THE
POINT OF BEGINNING: THENCE CONTINUE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE AND SAID CURVE HAVING A RADIUS OF 790.00 FEET AND A CHORD BEARING OF N
05.22'51" E THROUGH A CENTRAL ANGLE OF 09.50'25" FOR A DISTANCE OF 135.68 FEET TO A POINT OF NON-TANGENCY,• THENCE RUN N 06'f0'i6" E ALONG SAID EASTERLY
RIGHT-OF-WAY LINE FOR A DISTANCE OF 100.50 FEET; THENCE RUN N 00'27'38" E ALONG SAID EASTERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF ?14.99 FEET TO THE POINT
OF CURVATURE Of A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET,• THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 90'00'00" FOR A DISTANCE OF 39.27 FEET; THENCE RUN 5 89'32'22" E ALONG A LINE THAT IS 25.00 FEET SOUTH OF AND PARALLEL YNTH THE SOUTH RIGHT-OF-WAY
LINE OF STATE ROAD 434 FOR A DISTANCE OF 404.53 fEET,• THENCE RUN N 00'27'38" E FOR A DISTANCE OF 25.00 FEET TO $AID SOUTH RIGHT-OF-WAY L/NE; THENCE RUN $
89'32'22" E ALONG SAID SOUTH RIGHT-OF-WAY LINE FOR A DISTANCE OF 639.86 FEET TO THE WEST RIGHT-OF-WAY LINE OF THE BLACK HAMMOCK BRANCH OF THE SEA80ARD
~ COAST LINE RAILROAD; THENCE RUNS 06.21'38" W ALONG SAID WEST RIGHT-OF-WAY LINE FOR A DISTANCE OF 502.66 FEET,• THENCE LEAVING SAID WEST RIGHT-OF-WAY LINE
~, RUN N 89.32'22" FOR A DISTANCE OF 1039.34 FEET TO THE POINT OF BEGINNING.
Cn
LE55 AND EXCEPT THAT LANG OWNED BY AMERADA HESS CORPORATION AND DESCRIBED AS FOLLOWS:
A PORTION OF L07 i9, PHlLLIP R. YONGE GRANT, A5 RECORDED IN PLAT BOOK, PAGE 1, PAGES J5 THRU 38, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, IN SECTION 5,
TOWNSHIP 21 SOUTH, RANGE 31 EAST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FORM THE MOST NORTHEASTERLY CORNER OF VISTAWILLA DRIVE, AS RECORDED IN PLAT 800K 47, PAGES 60 do 61, OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, SAID
CORNER ALSO BEING ON THE SOUTHERLY R/GNT-OF-WAY LINE OF STATE ROAD 434, AND BEING THE POINT OF BEGINNING, RUN THENCE S 89'34'41" E (S 89'41'38" E R/W MAP)
ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID STATE ROAD 434 A DISTANCE OF 250.00 FEET,• THENCE DEPARTING THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE ROAD
434 RUN 500'25'19" W AT RIGHT ANGLES A DISTANCE OF 241.68 FEET TO AN INTERSECTION WITH THE NORTH LINE OF THE 50.00 FOOT WIDE ACCESS AND UTILITY EASEMENT
DESCRIBED HEREINAFTER; RUN THENCE N89'39'14" W (589.35'48" E EASEMENT DESCRIPTION) ALONG THE NORTH LINE OF SAID 50.00 F00T iMDE ACCESS AND UTILITY EASEMENT A
DISTANCE OF 253.67 FEET 70 AN INTERSECTION WITH THE EASTERLY RIGHT-OF-WAY LINE OF SAID NSTAWILLA DRIVE; RUN THENCE ALONG THE EASTERLY RIGHT-OF-WAY LINE OF
SAID VISTAWILLA DRIVE THE FOLLOWING COURSES AND DISTANCES, N06.06'S0" E (506.10'16" W PLAT) A DISTANCE OF 34.92 FEET TO THAT POINT OF INTERSECTION AS SHOWN ON
THE PLAT OF SAID VISTAWILLA DRIVE; THENCE N00'28'45" E (500.27'38" W PLAT) A DISTANCE OF 207.28 FEET TO THE POINT OF BEGINNING.
LESS AND EXCEPT THOSE LANDS OWNED BY VISTA W1LLA PLAZA B, INC. ANp DESCRIBED HEREON AS "VISTAWILLA PLAZA B PARCELS
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LEGAL DESCRIPTION: (1/1STAWlLLA PLAZA B PARCELS)
A PORTION OF LOT 19, MAP OF THE PHILLIP R. YONGE GRANT, AS RECORDED IN PLAT 800K 1, PAGES 35-38, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA,
LOCATED IN SECTION 5, TOWNSHIP 21 SOUTH, RANGE 31 EAST, AND MORE PARTICULARLY DESCRIBED A5 FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF VI57AW1LLA DRIVE,
AS RECORDED IN PLAT BOOK 47, PAGES 60-61, PUBLIC RECORDS OF SEM/NOLE COUNTY, FLORIDA, RUN THE FOLLOWING COURSES AND DISTANCES ALONG THE EASTERLY
RIGHT-OF-WAY LINE OF SAID V-STANALLA DRIVE; THENCE 50077'38"W, A DI57ANCE OF 207.34 FEET; THENCE 506'10'16"W, A Df57ANCE OF 85.17 FEET FOR A
POINT OF BEGINNING; THENCE DEPARTING SAID RIGHT-OF-WAY LINE, RUN 589'35'48"E, A DI57ANCE OF 800.67 FEET; THENCE 50077'38"W, A DISTANCE OF 151.07 FEET TO
A POINT ON THE NORTH LINE OF EAGLES WATCH PHASE 7W0, AS RECORDED IN PLAT BOOK 50, PAGES 20-21, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA; THENCE
N8932'?2'W, ALONG SAID NORTH LINE AND THE NORTH LINE OF EAGLES WATCH PHASE ONE, AS RECORDED IN PLAT BOOK 49, PAGES 8-9, PUBLIC RECORDS OF SEMINOLE
COUNTY, FLORIDA, A DISTANCE OF 314.54 FEET; THENCE DEPARTING SAID NORTH LINE, RUN N2877'S8"W, A DISTANCE OF 103.45 FEET; THENCE N5879'04"W, A
DISTANCE OF 86.88 FEET; THENCE N8530'30"W, A DISTANCE OF 73.96 FEET; THENCE 589'45'26"W, A DISTANCE OF 92.38 FEET; THENCE 570'73'26"W, A DI57ANCE OF
46.83 FEET; THENCE 54153'07"W, A DI57ANCE OF 93.17 FEET; THENCE 52076'45"W, A DISTANCE OF 56.79 .FEET TO A POINT ON THE AFOREMENTIONED NORTH LINE;
THENCE N8932'22"W, ALONG SAID NORTH LINE, A DISTANCE OF 83.68 FEET TO A POINT ON THE AFOREMENT10NE0 EASTERLY RIGHT-OF-WAY LINE OF NSTAWILLA DRIVE;
SAID POINT BEING ON A CURVE, CONCAVE WESTERLY, HAVING A CENTRAL ANGLE OF 09'50'26" AND A RADIUS OF 790.00 FEET; THENCE 'DEPARTING SAID NORTH LINE, FROM
DEPARTING TSAIDACURVE,ORUNiN06~0~16"ER ANDNSTANCE OFR5.33LOFEE7T TO THE POINTIOF BEGINNING. ON AININIGH7.7~ ACRES,LMORE ORDIESSNCE OF 135.68 FEET; THENCE
A PORTION OF L07 19, MAP OF THE PHILLIP R. YONGE GRANT, AS RECORDED IN PLAT BOOK 1, PAGES 35-38, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA,
ASCRECORDEDEINDOPLAT BOOKS47, PAGESU 60-6~A PUBL~C RECORDS OF SEMINOLEn COUNTY, FDLORIDI AED RUN FOTHE W FOLLOIMNG COURSESE AND mD STANC~SNEALONG~STHE EASTERLY
RIGHT-OF-WAY LINE OF SAID V157AWILLA DRIVE; THENCE 500'27'38"W, A DISTANCE OF 207.34 FEET: THENCE 506'10'16"W, A DISTANCE OF 100.50 FEET TO A POINT
j ON A NON-TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A CENTRAL ANGLE OF 09'50'26" AND A RADIUS OF 790.00 FEET; THENCE FROM A TANGENT HEARING
~ AS RECORDED IN PLAT BOOK 49,5PAGES 8~9,G PUBLIC RECORDSIOF SEMINOLE COUNTYCFLORIDA35THENCE DEPAR7NGNSAIDN CURVE ANDLISAIDORIGH7GOF-WAYCLINE,HRUN ONE,
58932'22"E, ALONG SAIDi'53'07"E,LI AE~DISTANCE NOF 0938 ~68 EET;T F7HENCE NI70'103'26 EGINAIN DISTANCE OFD 46A83 FEETAIDTNONCE LN89'45'26"E,O•A6,D S ANCE I OF 92.38 FEET;
56.79 FEET; THENCE
THENCE 585'30'30"E, A DISTANCE OF 73.96 FEET; THENCE 558'29'04"E, A DISTANCE OF 86.88 FEET; THENCE 528'27'58"E, A DI57ANCE OF 103.45 FEET 70 A
POINT ON THE AFOREMENTIONED NORTH LINE; THENCE N89'32'22"W, A DISTANCE OF 415.59 FEET 70 THE POINT OF BEGINNING. CONTAINING 1.045 ACRES, MORE OR LESS.
A PORTION OF LOT 19, MAP OF THE PHILLIP R. YONGE GRANT, AS RECORDED IN PLAT BOOK 1, PAGES 35-38, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA,
ASCRECORDEDEN OPLAT BOOKS47, PAGE~60-61APUBLIC RECORDS OF SEMINO~EICOUNTY, FLORIDA ED RUNF THLEWFOLLOWING COURSESE AND ~OISTANCESNEALONGNSTHE EASTERLY
RIGHT-OF-WAY LINE OF SAID VISTAWIILA DRIVE; THENCE 50077'38"W, A DISTANCE OF 207.34 FEET; THENCE SO6'f0'16"W. A DISTANCE OF 34.92 FEET FOR A
POINT OF BEGINNING; THENCE DEPARTING SAID RIGHT-OF-WAY LINE, RUN 58935'48"E, A DISTANCE OF 479.10 FEET; THENCE S0074'12"W. A DISTANCE OF 50.00 FEET;
SAEDCEASTERLY4RIGHT-OF-WIAYAL NE, A OSTANCE OFE50.25 FEE7P~ONTHE POINT OF BEGINNING. CONTAIN~NGE0.553 ACRES, MOREAOR LE55.~ THENCE RUN N06'10'16"E, ALONG
EXHIBIT B
WORKLETTER
1. (a) Landlord, at its cost and expense, will be fully responsible for the buildout of the
Premises including ceiling, carpet, lighting, drywall, electric, and paint ("Work"). The Work shall be
constructed in a good and workmanlike fashion and in compliance with all applicable laws, ordinances,
regulations, building and fire codes, and other governmental requirements, including without limitation the
Americans with Disabilities Act. The Work shall consist of renovations to the Premises in order to make
the Premises ready for office use.
(b) "Costs" of the Work shall mean all costs reasonably amibutable to the Work, including without
limitation all costs of architects, engineers, construction, supplies, materials, Plans, and drawings.
(c) Tenant shall be fully responsible for all costs and expenses associated with governmental permits
and inspection. Tenant shall also be responsible for electric meters and phone installation
including fiber optic and cables.
(d) "Substantial Completion" (or any grammatical variation thereof) means completion of
construction of the Work substantially in accordance with this Workletter, except for items which
are identified as punch list items by Landlord and Tenant in a joint inspection of the Premises
prior to Tenant's occupancy. The date of Substantial Completion shall mean the earliest of (i) the
actual date of Substantial Completion and (ii) the date on which the Work would have been
substantially completed if not for "Tenant Delay." "Tenant Delay" means any actual delay in
Substantial Completion caused by any act or omission of Tenant, including without limitation
Tenant's failure to make timely selections or to approve or disapprove of any action item within
the time limits required herein, Tenant's request for changes to the Work, and Tenant's failure to
pay when due any amounts required pursuant to this Workletter.
Commencement Date. The Commencement Date shall be established as set forth in the Lease.
Tenant's Access To Premises.
Prior to the anticipated Commencement Date, Landlord, in its reasonable discretion, may permit
Tenant and Tenant's agents or independent contractors to enter the Premises in order that Tenant may do
other work as may be required by Tenant (and approved by Landlord pursuant to the Lease) to make the
Premises ready for Tenant's use and occupancy, such as by installing telecommunications cabling,
equipment, telephone, and furnishings. Such permission must be in writing prior to entry. If Landlord
permits such prior entry, then such license shall be subject to the condition that Tenant and Tenant's agents,
contractors, workmen, mechanics, suppliers, and invitees shall work in harmony with and not interfere with
Landlord and its agents and contractors in doing its work in the Premises or the Building or with other
tenants and occupants of the Building or the Project. If at any time such entry shall cause or threaten to
cause disharmony or interference, Landlord, in its sole discretion, shall have the right to withdraw and
cancel such license upon notice to Tenant. Tenant agrees that any such entry into the Premises shall be
deemed to be under all of the terms, covenants, conditions and provisions of the Lease.
00820370 1 961 9\1122788\2 _ 1 g _
EXHIBIT C
COMMENCEMENT DATE CERTIFICATE
TENANT: CITY OF WINTER SPRINGS, a Florida Municipal Corporation
PREMISES: Suite
LOCATED AT:
This letter is to certify that:
The above referenced Premises have been accepted by the Tenant for possession.
2. The Premises are substantially complete in accordance with the plans and specifications used in
constructing the Premises.
3. The Premises can now be used for the Permitted Use.
~ r
4. Commencement Date: ~q~t~~. ~ , 2008
5. Expiration Date: .e a- , 20 1 L
Executed this ~~j day of ~yr`*' ~ 2008
f~;
TENANT:
CITY OF WINTER SPRINGS, a Florida Municipal
Corporati n
Name: /~~ ,yh ~~~ t~_ ~,~ ~.L yu,o~~`
Title: C17~ wi, a vra U G~~
0082037\119619\1122788\2
-19-
~~~~
~n, F, }f P'S [t A
i aat ~ 7 C.,;wv
BROWN, GARGANESE, WEISS & D'AGRESTA.~oPwA E~ ~~~~N~S
OFFICE OF 'THE CITY CLERK
Debra S. Babb-Nutcher"
Joseph E. Blitch
Usher L. Brown'
Suzanne D'Agresta"
Anthony A. Garganese"
J.W. Taylor
Jeffrey S. Weiss
'Board Certified Civil Trial Lawyer
"Board Certified City, County & Local Government Law
'Board Certified Appellate Practice
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
March 11, 2008
Re: City of Winter Springs /Police Substation Agreement
Dear Andrea:
Tara L. Barrett
Vivian P. Cocotas
Scott J. Dornstein
Robin Gibson Drage
Mitchell B. Haller
Katherine W. Latorre
Terri E. Oster
Amy J. Pitsch
Erin J. O'Leary'
Catherine D. Reischmann"
William E. Reischmann, Jr.
Of Counsel
Please find enclosed for safekeeping, the original fully executed Office Lease
between the City of Winter Springs and Vistawilla Office Center, LLC.
Should you have any questions, please do not hesitate to me.
Very truly yours,
~2~2~~l~--L-..;
Jennette Farris
Assistant to Anthony A. Garganese
/jf
Enclosure
Offices in Orlando, Kissimmee, Cocoa,
Ft. Lauderdale & Tampa
225 East Robinson Street, Suite 660 • P.O. Box 2873 • Orlando, Florida 32802-2873
Orlando (407) 425-9566 Fax (407) 425-9596 • Kissimmee (321) 402-0144 • Cocoa (866) 425-9566 • Ft. Lauderdale (954) 670-1979
Website: www.orlandolaw.net • Email: firm@orlandolaw.net