UFBOT Sublease Template - Reitz Union.pdf

O2866834.v1

SUBLEASE

FOR

THE UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, AS LANDLORD

AND

________________________________, AS TENANT

INDEX

(a) SUBLEASE

A. Incorporation of Prime Lease

B. Premises

C. Common Areas

D. Term

E. Base Rent

F. Use

G. Construction

H. Security Deposit

I. Guaranty of Sublease

J. Parking

K. Signage

(b) SCHEDULES

A. The Land

B. The Building

C. The Prime Lease

D. General Provisions

1. Late Payment Charge

2. Services

3. Maintenance and Repairs

4. Utilities; Janitorial Services

5. Insurance

6. Parking: Fees, Adjustments, Relocation, Allocation

7. Compliance with Law; Rules and Regulations

8. Lawful Use; Nuisance

9. Rights Reserved to Landlord

10. Leasehold Improvements

11. Damage or Destruction by Casualty

12. Condemnation

13. Lien for Rent

14. Events of Default

15. Landlord’s Remedies

16. Surrender; Holding Over

17. Subordination; Attornment

18. Transfer; Estoppel Certificate; Financial Statement

19. Assignment or Sub-sublease by Tenant

20. Peaceful Enjoyment

21. Limitation of Landlord’s Personal Liability

22. Waiver of Certain Claims; Indemnity by Tenant

23. Landlord’s Right of Entry

24. Notices

25. Miscellaneous

E. Building Rules and Regulations

F. Exclusive Uses

G. Work Letter

H. Guaranty of Sublease

I. Parking Schedule

J. Signage Schedule

SUBLEASE

FOR

THE UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, AS LANDLORD

AND

______________________, AS TENANT

THIS SUBLEASE is made and entered into as of the ___ day of _______________, 20__, by and between THE UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, a public body corporate (hereinafter referred to as “Landlord”), and

_________________________________________, a _________________________________

(hereinafter referred to as “Tenant”).

W I T N E S S E T H:

WHEREAS, by virtue of that certain Lease Agreement between State of Florida Board of

Trustees of the Internal Improvement Trust Fund (“Prime Landlord”), as lessor, and Florida Board of Regents (the then-governing body for the State University System of Florida, and the predecessor-in-interest to the Landlord with respect to the Prime Lease, as defined herein), as lessee, dated February 18, 1974, (as the same has been or may be further amended from time to time, the “Prime Lease”), Landlord is the owner of a leasehold estate in and to that certain parcel of real property more particularly described in Schedule “A”, attached hereto and made a part hereof (hereinafter referred to as the “Land”), upon which Landlord has constructed the building more particularly identified on Schedule “B”, attached hereto and made a part hereof (hereinafter referred to as the “Building”); and

WHEREAS, a true and correct copy of the Prime Lease is attached hereto as Schedule “C” and made a part hereof; and

WHEREAS, Landlord and Tenant have agreed that Landlord shall lease to Tenant a portion of the Building consisting of approximately ______ square feet of area also known as Suite ____, on the _______ floor of the Building (hereinafter referred to as the “Premises”), upon the terms and conditions contained hereinbelow.

NOW THEREFORE, in consideration of the obligation of Tenant to pay rent as provided hereinbelow, and the terms, provisions and covenants hereinafter set forth, the parties hereto agree as follows:

A. Incorporation of Prime Lease. To the extent not inconsistent with the agreements expressed in this Sublease or applicable only to the parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference. This Sublease, and the subleasehold estate established hereby in favor of Tenant, shall be subject and subordinate at all times in all respects to all of the covenants, agreements, terms, provisions and conditions of the Prime Lease and the leasehold estate established thereby in favor of Landlord. Each party hereto agrees to perform and comply with the terms, provisions,

- 2 -covenants, and conditions of the Prime Lease, and not to do or suffer or permit anything to be done which would result in a default under the Prime Lease.

B. Premises. Landlord subleases to Tenant, and Tenant subleases from Landlord, the

Premises in accordance with the terms and provisions set forth hereinbelow and the General

Provisions set forth in Schedule “D”, attached hereto and made a part hereof.

C. Common Areas. In addition to the Premises, Tenant shall have the non-exclusive right to access and use, together with Landlord and other tenants of space in the Building and their employees and visitors, the Designated Parking Areas (as hereinafter defined), sidewalks, elevators, lobbies, public restrooms, atria, corridors, halls and other similar common areas of the

Building and Land (hereinafter, the “Common Areas”), all subject to the terms of this Sublease and such reasonable rules and regulations as from time to time may be imposed by Landlord. The

Common Areas shall be at all times be subject to the exclusive control and management of

Landlord and may be altered by Landlord at Landlord’s sole and absolute discretion.

D. Term. The term of this Sublease shall commence upon the Commencement Date

(as defined below) and shall expire ___________ (___) years after the Commencement Date, unless sooner terminated as provided herein (hereinafter referred to as the “Term”). The term

“Commencement Date” as used in this Sublease means [DATE HERE].

E. Base Rent. Subject to periodic adjustment as provided hereinbelow, Tenant hereby agrees to pay to Landlord, without notice or demand, at the address for Landlord designated hereinbelow where Landlord is to receive notices, or such other address as may be designated by

Landlord from time to time, annual base rent in the amount of

_____________________________________ DOLLARS ($_________________) per year

(hereinafter referred to as “Base Rent”) (said Base Rent to be initially determined based on

$_____________ per square foot), plus Florida sales tax thereon, payable in equal, consecutive, monthly installments of _____________________________________ DOLLARS

($_________________) (hereinafter called the “Monthly Base Rent”), plus applicable Florida sales tax thereon. Said payments of Base Rent, as may be adjusted from time to time pursuant to the terms hereof, shall be payable in advance, commencing on the Commencement Date and continuing on the first day of each successive calendar month thereafter throughout the term hereof. If the Term of this Sublease begins on any day other than the first day of the calendar month, then the monthly installment of Base Rent shall be prorated for the first and last months of the Term. Concurrently with the execution hereof, Tenant has paid to Landlord one (1) monthly installment of Base Rent (which shall be credited against the first full monthly installment of Base

Rent due hereunder).

As used herein, the term “Rent” shall mean and refer to Base Rent, additional rent and any other sums or charges due hereunder by Tenant to Landlord. All payments of Rent shall be made without any deduction or offset for any reason whatsoever and shall be received by Landlord on or before the dates when due and shall include all applicable sales, use or other similar taxes imposed or assessed on Rent.

On the first (1st) anniversary of the Commencement Date and on the same day of every succeeding year thereafter during the Term of this Sublease (with each such year being hereinafter

- 3 -referred to as a “Sublease Year”), the Base Rent shall be adjusted upwardly in accordance with the provisions hereinbelow. The adjusted Base Rent for the applicable Sublease Year shall be determined by multiplying the Base Rent for the immediately preceding Sublease Year by one hundred ________ percent (_____%).

It is understood and agreed that the failure of Landlord to notify Tenant of the amount of any increase in Base Rent (or to collect any increase in Base Rent) shall not serve to waive the right of the Landlord to subsequently make demand for, and to receive, such increases in Base

Rent. In the event of any delay in the computation of such adjustment or the communication of such adjustment by Landlord to Tenant, then Tenant shall continue to pay monthly installments of

Base Rent, in accordance with the provisions of this paragraph E, at the rate applicable for the preceding Sublease Year. Upon computation of such adjustment and communication of such adjustment by Landlord to Tenant, then Tenant shall pay, with the monthly installment of Base

Rent next due following communication of such adjustment, the difference, if any, between the monthly installment of Base Rent for the preceding Sublease Year and the monthly installment of

Base Rent, as adjusted for the then current Sublease Year, multiplied by the number of months, if any, elapsed during the then current Sublease Year prior to such communication. In no event shall

Landlord’s delay in computation of such adjustment or the communication thereof to Tenant relieve Tenant of Tenant’s obligation to pay monthly installments of Base Rent each month during the Term hereof.

F. Use. Landlord covenants and warrants to Tenant that during the Term of the

Sublease and any renewal or extension thereof, the Premises may be legally used for the following purpose and no other without the prior written consent of Landlord: __________________

______________________________________________________________. Tenant’s use and enjoyment of the Premises shall be subject to the rules and regulations of the Building adopted and amended by Landlord from time to time (hereinafter called the “Rules and Regulations”). The initial Rules and Regulations are attached hereto as Schedule “E” and made a part hereof. Tenant covenants and agrees to comply with all exclusive use rights which may be contained in leases or agreements entered into between Landlord and other tenants in the Building as set forth on

Schedule “F” attached hereto. Tenant agrees that in view of the irreparable harm which may be created, Landlord may enforce this provision by injunction issued ex parte in accordance with applicable law. If any conflict shall develop between Tenant and any other tenant of the Building regarding any provisions in this Sublease or in leases to other tenants in the Building, Landlord shall be the sole arbitrator of such conflict. Landlord’s decision shall be binding on Tenant, and

Landlord shall incur no liability to Tenant as a result of any such determination made by Landlord hereunder. If Landlord permits a deviation from any provision of this Sublease, the permission, to be effective, must be in writing and Landlord in its sole discretion may withhold or revoke such permission. The Premises shall not be used for any use or purpose inconsistent with the public purpose covenant of the Prime Lease, as such covenant may be reasonably interpreted by Landlord or Prime Landlord from time to time.

G. Construction. Any and all construction work to be performed upon the Premises and the Building and the designation of the party financially and otherwise responsible for such work or portions thereof shall be described in the work letter (hereinafter referred to as the “Work

Letter”) attached hereto as Schedule “G” and made a part hereof.

- 4 -

H. Security Deposit. Prior to the execution of this Sublease, Tenant has deposited with

Landlord the sum of _____________________________________ DOLLARS

($_________________) (hereinafter referred to as the “Security Deposit”), the receipt of which is hereby acknowledged by Landlord as security for the full and faithful performance by Tenant of all of the terms, covenants and conditions of this Sublease upon Tenant’s part to be performed.

Landlord shall have the right, but not the obligation, to apply any part of the Security Deposit to cure any default of Tenant, and if Landlord does so, Tenant shall, upon demand, deposit with

Landlord the amount so applied so that Landlord shall have the full Security Deposit on deposit at all times during the Term of this Sublease. Tenant’s failure to pay to Landlord a sufficient amount to restore the Security Deposit to its original amount within five (5) days after receipt of demand therefor shall constitute a default under this Sublease. No interest shall be paid by Landlord to

Tenant on the Security Deposit and nothing herein contained shall create a fiduciary relationship between Tenant and Landlord with respect to the Security Deposit.

The Security Deposit shall not constitute a limitation on Landlord’s damages in the

Event of Default hereunder by Tenant or on any other rights provided to Landlord under this

Sublease, nor shall the Security Deposit constitute, or be deemed to constitute, liquidated damages, or an advance payment of Base Rent. If Tenant has timely paid all installments of Rent due hereunder and has timely, fully and faithfully performed all of Tenant’s other obligations under this Sublease, then Landlord shall return the Security Deposit to Tenant within thirty (30) days after the end of the Term; however, if Landlord has evidence that the Security Deposit has been assigned to an approved assignee of this Sublease, then Landlord shall return the Security Deposit to such assignee. Notwithstanding anything contained herein to the contrary, Landlord shall not be required to keep the Security Deposit separate from Landlord’s general funds.

I. Guaranty of Sublease. Contemporaneously with the execution of this Sublease by

Tenant, ______________________________________ (hereinafter referred to as the

“Guarantor”) shall execute and deliver to Landlord a Guaranty of Sublease, in form and content identical to the Guaranty of Sublease attached hereto as Schedule “H” and made a part hereof, guaranteeing to Landlord the full and timely payment of all installments of Rent and other sums or charges due to Landlord and the full and timely performance of all terms, conditions, provisions and covenants of this Sublease.

J. Parking. The initial location of the Designated Parking Areas (as hereinafter defined), along with the schedule of Parking Rates (as hereinafter defined), and the initial rules, regulations, and procedures concerning the Designated Parking Areas, are attached hereto as

Schedule “I” and made a part hereof.

K. Signage. Tenant shall not place any sign or other thing of any kind outside the

Premises or the Building (including without limitation, exterior walls and roof), without the express, prior written consent of Landlord. Landlord expressly consents to the type and location of the signage related to Tenant and its business that is identified on the attached Schedule “J”

(“Tenant’s Signage”), which shall be installed and erected as a part of Tenant’s Work in accordance with the provisions and standards set forth in this Sublease. All signage shall comply with all applicable zoning requirements and governmental ordinances. As a part of Landlord’s renovation, repair, maintenance, or similar efforts, Landlord may from time to time remove Tenant’s Signage after not less than ten (10) days prior written notice to Tenant; provided Landlord, at its sole cost

- 5 -and expense, shall undertake commercially reasonable efforts to ensure that such signage is replaced as soon as practically possible in a manner that is substantially similar to that of Tenant’s original installation. Tenant's signage shall be removed at Tenant's sole cost and expense upon expiration or termination of this Sublease.

[SIGNATURES ON FOLLOWING PAGES]

- 6 -

IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of the day and year first above written.

Signed sealed and delivered in the presence of the following witnesses:

Landlord:

Print Name:

THE UNIVERSITY OF FLORIDA BOARD

OF TRUSTEES, a public body corporate

By:

Name:

Title:

STATE OF FLORIDA

COUNTY OF ___________

The foregoing instrument was acknowledged before me this ___ day of _______________, 20__, by _______________________, as _________________ of The University of Florida Board of Trustees, a public body corporate, on behalf of the public body corporate. Said person (check one) is personally known to me, produced a driver’s license (issued by a state of the United

States within the last five (5) years) as identification, or produced other identification, to wit:

(NOTARY SEAL)

Print Name:

Notary Public, State of Florida

Commission Number:

My Commission Expires:

- 7 -

Tenant:

_________________________________, a

By:

Name:

Title:

STATE OF

COUNTY OF ___________

The foregoing instrument was acknowledged before me this ___ day of _______________, 20__, by _________________________ as _________________ of

___________________________, a ____________ ____________________, on behalf of the

____________________. Said person (check one) is personally known to me, produced a driver’s license (issued by a state of the United States within the last five (5) years) as identification, or produced other identification, to wit: _______________________________.

(NOTARY SEAL)

Notary Public, State of

Commission Number:

My Commission Expires:

- 8 -

SCHEDULE “A”

THE LAND

The parcel(s) of real property more particularly described below, situate, lying and being in Alachua County, Florida:

- 9 -

SCHEDULE “B”

THE BUILDING

- 10 -

SCHEDULE “C”

THE PRIME LEASE

- 11 -

SCHEDULE “D”

GENERAL PROVISIONS

1. Late Payment Charge. Tenant hereby acknowledges and agrees that any late payment of Base Rent shall cause Landlord to incur costs not contemplated by this Sublease

(including bookkeeping, personnel and processing costs) and that the exact amount of such costs may be impossible to ascertain. Accordingly, Tenant hereby agrees to pay Landlord, in the event any monthly installment of Base Rent is not paid within five (5) days of when due, in addition to such monthly installment of Base Rent, a late charge in an amount equal to five percent (5%) of the overdue installment. This late charge shall be payable in addition to any interest chargeable to

Tenant upon an Event of Default (as defined hereinbelow).

2. Services. Landlord, as long as Tenant is not in default under any of the provisions of this Sublease, shall furnish:

(a) Air-cooling and heating for the Common Areas when necessary to provide a temperature condition required, in Landlord’s judgment, for comfortable occupancy of the

Common Areas under normal business operations, daily (except ________ and holidays) from

________ a.m. to ________ p.m. (but on ________ from ________ a.m. to ________ p.m.).

(b) Water and sewer service for the Common Areas in reasonable and customary amounts. In the event Landlord, in Landlord’s reasonable discretion, determines that

Tenant’s use of water and sewer service exceeds a reasonable and customary usage, Tenant shall pay to Landlord, as additional rent, for such excess usage, the amount of which shall be determined by Landlord.

(c) Janitorial service and customary cleaning for the Common Areas at times established by Landlord.

(d) If applicable, elevator service in common with Landlord and other tenants, daily. Operatorless automatic elevator service shall be deemed “elevator service” within the meaning of this subparagraph.

(e) Tenant and its employees and visitors may use the unsupervised outdoor parking areas designated by Landlord, from time to time, for use by Tenant and its employees and visitors (the “Designated Parking Areas”), for the parking of no more than ________ passenger vehicles (based on a maximum parking ratio of ____ spaces per ____ square feet) on a “first-come, first-served” basis in common with Landlord, other tenants of space in the Building, and tenants of space in buildings owned by Landlord located adjacent, contiguous, and/or in close proximity to the Building, and their employees and visitors, all subject to the terms of this Sublease and such reasonable rules and regulations as from time to time may be imposed by Landlord.

(f) Landlord shall provide such extra or additional services as Tenant may from time to time request and as Landlord is reasonably able and agrees to provide, within a reasonable period after the time such extra or additional services are requested. Tenant shall, for such extra or additional service, pay one hundred twenty percent (120%) of Landlord’s actual cost reasonably incurred in providing such extra or additional services, such amount to be considered additional

Rent hereunder. All charges for such extra or additional services shall be due and payable at the

- 12 -same time as the Base Rent with which they are billed, or if billed separately, shall be due and payable within ten (10) days after such billing. Any such billings for extra or additional services shall include an itemization of the extra or additional services rendered, and the charge for each such service.

To the extent the services described hereinabove require electricity, gas and water supplied by public utilities, Landlord’s covenants hereunder shall only impose on Landlord the obligation to use its best efforts to cause the applicable public utilities to furnish the same. The failure of

Landlord to furnish to any extent the services described in this paragraph, or any cessation thereof, shall not render Landlord liable in any respect for damages of any kind or nature whatsoever

(including without limitation damages to person, property or business), nor be construed as an eviction of Tenant, nor work an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. In addition to the foregoing, should any of the Building equipment or machinery break down, or for any cause cease to function properly, Tenant shall have no claim for a rebate of Rent or damages on account of an interruption in service occasioned thereby or resulting therefrom; provided, however, Landlord agrees to use diligent efforts to promptly repair said equipment or machinery and to restore said services if reasonably possible during normal business hours.

3. Maintenance and Repairs.

(a) Landlord’s Duties. Landlord shall maintain in good repair the roof, structural components and exterior walls of the Building, all Common Areas, Building systems

(including electrical, water, sewer and HVAC systems), and all grounds and facilities on the Land.

(b) Tenant’s Duties. Tenant at Tenant’s sole expense shall, except for services furnished by Landlord, maintain the Premises in good order, condition and repair, including the interior surfaces of the ceilings, walls and floors, all doors, all interior windows and special items and equipment installed by or at the expense of Tenant. Tenant shall be responsible for the replacement of all light bulbs, tubes, ballasts and air conditioning and other filters located within and/or solely serving the Premises. Tenant shall be responsible for all repairs and alterations in and to the Premises, Common Areas, Building and the facilities and systems thereof, the need for which arises out of (i) the installation, removal, use or operation of Tenant’s property in the

Premises, (ii) the moving of Tenant’s property into or out of the Building, or (iii) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees. If Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to do such acts as are reasonable required to so maintain the Premises. If Tenant does not promptly make any required maintenance or repairs, Landlord shall have the right, but not the obligation, to make such repairs and replacements, in which event Tenant shall pay Landlord the cost thereof immediately upon demand.

4. Utilities; Janitorial Services.

(a) Utilities. During the Term of this Sublease, Tenant shall be solely responsible for and promptly pay all charges for water, sewer, gas, electricity, telephone, cable and any other utilities exclusively used or consumed in, or furnished to, the Premises. Tenant acknowledges that certain utilities serving the Premises are not separately metered and the

- 13 -utilities allocated to the Premises shall be paid by Tenant in the manner described in subparagraph 4(c) below. Except to the extent caused by the negligence or willful misconduct of

Landlord, in no event shall Landlord be liable for an interruption or failure in the supply of any such utilities to the Premises.

(b) Janitorial Services. Landlord shall keep the Premises cleaned and maintained by a janitorial service and/or cleaning contractor selected by Landlord. The amount incurred by Landlord for the aforementioned cleaning and janitorial services shall be shall be paid by Tenant in the manner described in subparagraph 4(c).

(c) Payment of Utilities and Janitorial Services. The utilities and janitorial services referenced in the preceding subparagraphs 4(a) and 4(b) shall be initially paid by Landlord and thereafter separately invoiced by Landlord to Tenant for reimbursement monthly as additional rent. Such invoiced amounts shall be due on the first (1st) day of the immediately following calendar month. Any demand from Landlord to Tenant for reimbursement of such amounts shall be accompanied by such supporting documentation reasonably required by Tenant. Tenant may review the accounting records of Landlord regarding the calculation of such invoiced amounts by delivering written notice requesting said review on or before ten (10) days after Tenant’s receipt of any monthly invoice. Landlord shall schedule Tenant’s review of the accounting records within a reasonable time after receiving the written request.

5. Insurance.

(a) Landlord’s Insurance. Landlord represents, and Tenant acknowledges, that

Landlord, as a public body corporate, participates in the State of Florida’s Risk Management Trust

Fund for purposes of general liability, fleet automobile liability, workers’ compensation, and employer’s liability insurance coverage, with said coverage being applicable to Landlord’s officers, employees, and agents while acting within the scope of their office, employment, or agency, subject to the limitations of Chapter 284, Part II, and Section 768.28, Florida Statutes.

(b) Tenant’s Insurance. At all times during the term of this Sublease, Tenant will carry and maintain, at Tenant’s expense:

(1) Comprehensive public liability and property damage insurance, with a combined single occurrence limit of not less than $1,000,000.00.

Such insurance shall include contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in this

Sublease.

(2) Fire and extended coverage casualty insurance covering all the

Premises and all of Tenant’s equipment, trade fixtures, appliances, furniture, furnishings and personal property from time to time in, on or upon the Premises. Such insurance will be in an amount not less than the full replacement cost without deduction for depreciation.

All policy proceeds will be used for the repair or replacement of the property damaged or destroyed; however, if this Sublease ceases under the provisions of paragraph 11 hereinbelow, Tenant will be

- 14 -entitled to any proceeds resulting from damage to Tenant’s equipment, trade fixtures, appliances, furniture, furnishings and personal property.

(3) Workers’ compensation insurance satisfying Tenant’s obligations under the workers’ compensation laws of Florida.

(c) Form of Policies. All policies of insurance required to be carried by Tenant shall be issued by responsible companies, reasonably acceptable to Landlord, which are qualified to do business in the State of Florida. All policies of insurance which Tenant is obligated to maintain according to this Sublease (other than any policy of workers’ compensation insurance) will name Landlord and such other persons or firms as Landlord specifies from time to time as additional insureds. Original or copies of original policies (together with copies of the endorsements naming Landlord, and any others specified by Landlord, as additional insureds) and evidence of the payment of all premiums of such policies will be delivered to Landlord prior to

Tenant’s occupancy of the Premises and from time to time at least thirty (30) days prior to the expiration of the term of each such policy. All public liability and property damage policies maintained by Tenant will contain a provision that Landlord and any other additional insured, although named as an insured, will nevertheless be entitled to recover under such policies for any loss sustained by it, its agents and its employees as a result of the acts or omissions of Tenant. All policies maintained by Tenant will provide that they may not be terminated or amended except after thirty (30) days’ prior written notice to Landlord. All policies maintained by Tenant will be written as primary policies, not contributing with and not in excess of coverage that Landlord may carry. No insurance required to be maintained by Tenant by this paragraph will be subject to any deductible without Landlord’s prior written consent.

6. Parking: Rates; Adjustments; Relocation; Allocation. The right of Tenant, and its employees and visitors, to utilize the Designated Parking Areas for vehicular parking purposes shall be subject to, and conditioned upon, the payment by Tenant, as additional rent, of certain parking fees and charges, if any, as more particularly set forth on Schedule “G” (the “Parking

Rates”). Landlord reserves the right, from time to time, (i) to adjust the size, shape and/or configuration of the Designated Parking Areas (together with parking lot layouts and designs), (ii) to relocate the location of the Designated Parking Areas, and (iii) to allocate any number of specific parking spaces within the Designated Parking Area to certain tenants in the Building or to tenants of space in buildings owned by Landlord located adjacent, contiguous, and/or in close proximity to the Building (on an exclusive or non-exclusive basis).

7. Compliance with Law; Rules and Regulations. Tenant shall comply with, and

Tenant shall cause its employees, agents, contractors, invitees and visitors to comply with, all laws, ordinances, orders, rules and regulations of all governmental or judicial authorities having jurisdiction thereof (whether state, federal or local) relating to the use, condition or occupancy of the Premises or the Building.

Tenant, its employees, agents, contractors, invitees and visitors shall also comply with the

Rules and Regulations adopted and amended by Landlord from time to time for the safety, care and cleanliness of the Premises and the Building and for preservation of good order therein. Tenant acknowledges and agrees that it shall be and remain liable for all damage, loss, cost and expense

- 15 -resulting from any violation by Tenant of any Rules and Regulations. Nothing contained in this

Sublease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or the terms, covenants and conditions of any other sublease against any other tenant or any other persons, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, contractors, invitees or visitors, or by any other person.

8. Lawful Use; Nuisance. Tenant shall not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any business or purpose which is unlawful, disreputable, materially inconsistent with the purpose and mission of the University of Florida, or deemed to be hazardous on account of fire or other hazards, or permit anything to be done that would violate the certificate of occupancy applicable to the Building or the Premises or make void or uncollectible any insurance then in force with respect thereto, or that would in any way increase the rate of fire or liability or any other insurance coverage on the Building and/or its contents.

Tenant shall conduct its business and control its employees, agents, contractors, invitees and visitors in such manner as not to create any nuisance, or interfere with, annoy or disturb any other tenant or Landlord or the operation of the Building.

9. Rights Reserved to Landlord. Landlord reserves the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for setoff or abatement of Rent or affecting any of Tenant’s obligations under this Sublease:

(a) To change the name or street address of the Building.

(b) To install and maintain signs on the exterior and interior of the Building.

(c) To prescribe the location and style of the suite number and identification sign or lettering for the Premises.

(d) To establish and change from time to time a security control and locking system with respect to entry to and exit from the Building. Landlord shall not be liable in damages for any error with respect to admission to or exclusion from the Building of any person. Tenant agrees to cooperate in any reasonable safety program developed by Landlord.

(e) To control and prevent access to Common Areas and non-general public areas pursuant to applicable provisions of the Rules and Regulations.

(f) Provided that reasonable access to the Premises shall be maintained and the business of Tenant shall not be interfered with unreasonably, to arrange, relocate, enlarge, reduce or change corridors, exits and entrances in or to the Building and the Land, and to make, at

Landlord’s own expense, repairs, alterations, additions and improvements, structural or otherwise, in or to the Building, the Land or any part thereof, and any adjacent building, land, street or alley.

Landlord may for such purposes erect scaffolding and other structures reasonably required by the character of the work to be performed. During such operations, Landlord may take into and upon and through any part of the Building, including the Premises, all materials that may be required to make such repairs, alterations, improvements or additions. In connection with such operations, Landlord may temporarily close public entryways, other public spaces, stairways or corridors, and interrupt or temporarily suspend any services or facilities agreed to be furnished by Landlord.

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Landlord’s exercise of its rights hereunder shall not be deemed to be an eviction of Tenant in whole or in part and/or cause abatement of Rent by reason of loss or interruption of the business of Tenant, or otherwise render Landlord liable for damages or relieve Tenant from performance of Tenant’s obligation under this Sublease. Landlord may at its option make any repairs, alterations, improvements and additions in and about the Building during ordinary business hours.

(g) To install gates, traffic regulating devices, security systems and directional signage, and to make, prescribe and adopt such reasonable rules and regulations (in addition to or by way of amendment or modification of the Rules and Regulations) relating to use of parking spaces and parking areas (including without limitation rules and regulations related to vehicle size, direction of traffic, loading and unloading of vehicles and the like).

(h) To designate and select agents, employees and contractors to perform services in the Building and on the Land, whether or not affiliated with Landlord.

(i) To install and designate areas for installation of vending machines and collect all revenue derived from the use thereof.

(j) From time to time to prescribe, make and adopt such reasonable rules and regulations (in addition to or by way of amendment or modification of the Rules and Regulations) for the protection and welfare of the Building and its tenants and occupants as Landlord may determine, and Tenant agrees to abide by all such rules and regulations.

10. Leasehold Improvements.

(a) Leasehold Improvements. Tenant shall comply with the provisions of the

Work Letter set forth at Schedule “D” relating to the construction of any leasehold improvements within the Premises or any part thereof at any time during the Term. After receipt of the approved tenant construction plans described in the Work Letter, Landlord or Tenant, as appropriate, will prepare the Premises, or appropriate portion thereof, in accordance therewith.

(b) Other Alterations, Additions and Improvements. Tenant shall not make or allow to be made (except for improvements made pursuant to the Work Letter) any alterations, additions or improvements in or to the Premises, without obtaining the prior written approval of

Landlord. Tenant shall deliver to Landlord a copy of the construction plans and specifications for all alterations, additions or improvements which Tenant proposes to make in or to the Premises.

Tenant agrees that all approved work shall be done in a good and workmanlike manner, at Tenant’s sole cost and expense, and that the structural strength and integrity of the Building shall not be impaired in any way. Tenant shall obtain, at Tenant’s expense, all necessary permits and approvals from governmental authorities for the commencement and completion of any such alterations, additions and improvements and shall furnish evidence of such approval to Landlord prior to the commencement of construction or installation of any such alterations, additions and improvements. All alterations, additions and improvements shall be deemed to be a part of the

Premises, and Tenant shall be obligated to maintain and repair the same. All alterations, additions and improvements in or to the Premises shall, when made, become the property of Landlord and shall be surrendered to Landlord upon the termination of this Sublease, whether by lapse of time or otherwise; provided, however, that Landlord, by written notice to Tenant prior to the termination

- 17 -of this Sublease, may require Tenant to remove all or part of any alterations, additions and improvements made by Tenant, in which case Tenant shall remove the same at Tenant’s sole cost and expense and repair any damage caused by such removal and restore the Premises to their condition prior to the installation of such alterations, additions or improvements or portion thereof, reasonable wear and tear excepted. Tenant shall indemnify, hold harmless and defend Landlord from and against any and all claims, losses, liabilities, costs, damages and expenses (including court costs and attorneys’ fees at or before the trial level and in any appellate proceedings) arising out of or relating to any alterations, additions or improvements made by Tenant in or to the

Premises (notwithstanding Landlord’s prior written consent thereto). Tenant shall not place or install safes, vaults or other heavy furniture or equipment within the Premises or install any food, soft drink or other vending machine within the Premises, without the prior written approval of

Landlord.

(c) Mechanics’ Liens. Tenant agrees that it will make full and prompt payment of all sums necessary to pay for the costs of all repairs and permitted alterations, additions, improvements, changes and other work done by Tenant in or to the Premises and further agrees to indemnify, save harmless and defend Landlord from and against any and all costs and liabilities incurred by Landlord and against any and all mechanics’, materialmen’s, laborers’ and other statutory or common law liens which may be asserted, claimed or charged against all or any part of the Premises or the Building arising out of or from such work. Notwithstanding anything to the contrary set forth in this Sublease, in no event shall the interest of Landlord in all or any part of the Premises or the Building be subject to any mechanics’, materialmen’s, laborers’ or other statutory or common law lien for improvements or work made or done by or at the instance of

Tenant, whether or not the same shall be made or done with the consent of Landlord or by agreement between Tenant and Landlord. All persons dealing with or contracting with Tenant or any contractor of Tenant are hereby put on notice of the foregoing provision. In the event any notice, claim or lien shall be asserted or recorded against the interest of Landlord in the Premises or the Building on the account of or extending from any improvement or work made or done by or at the instance of Tenant, or any person claiming by, through or under Tenant, or from any improvement or work the cost of which is the responsibility of Tenant, then Tenant agrees to have such notice, claim or lien canceled, discharged, released or transferred to other security in accordance with applicable Florida Statutes within twenty (20) days after notice to Tenant by

Landlord, and in the event Tenant fails to do so, Tenant shall be considered in default under this

Sublease with like effect as if Tenant shall have failed to pay an installment of Rent when due and within any applicable grace period provided for the payment thereof. Tenant agrees to join

Landlord, at Landlord’s request, in the execution of a short form of sublease, pursuant to Section

713.10, Florida Statutes, to be recorded in the Public Records of Alachua County, Florida for the purpose of giving constructive notice of the provisions of this subparagraph. Nothing contained herein, including the foregoing, shall be construed or interpreted as the consent of Landlord or the

State of Florida or their agents and agencies to the encumbrance of State-owned land and improvements by a mechanic’s lien or otherwise.

11. Damage or Destruction by Casualty. If the Premises or any part of the Building shall be damaged by fire or other casualty and if such damage does not render all or a substantial portion of the Premises or the Building untenantable, then Landlord shall proceed to repair and restore with reasonable promptness the same to its prior existing condition, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s control. If any

- 18 -such damage renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration of such damage and shall by notice advise Tenant of such estimate. If it is estimated that the amount of the time required to substantially complete such repair and restoration will exceed two hundred seventy (270) days from the date such casualty occurred, then either Landlord or Tenant (but as to

Tenant only if all or a substantial portion of the Premises is rendered untenantable) shall have the right to terminate this Sublease as of the date of such casualty by giving notice to the other at any time within twenty (20) days after Landlord gives Tenant the notice containing said estimate.

Unless this Sublease is terminated as provided in the preceding sentence, Landlord shall proceed with reasonable promptness to repair and restore the Premises, subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Sublease (except as hereinabove provided), if such repairs and restoration are not in fact completed within the time period estimated by Landlord, as aforesaid, or within said two hundred seventy (270) days, so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration. Notwithstanding anything to the contrary herein set forth,

(a) Landlord shall not have a duty pursuant to this paragraph to repair or restore any portion of the alterations, additions or improvements made by Tenant in the Premises or to expend for any repair or restoration amounts in excess of insurance proceeds paid to Landlord and available for repair or restoration, and (b) Tenant shall not have any right to terminate this Sublease pursuant to this paragraph if the damage or destruction was caused by the act or neglect of Tenant, its employees, agents, contractors, invitees and visitors.

In the event any fire or casualty damage not caused by the act or neglect of Tenant, its employees, agents, contractors, invitees and visitors, renders all or a substantial portion of the

Premises untenantable and if this Sublease shall not be terminated pursuant to the foregoing provisions of this paragraph by reason of such damage, then Base Rent shall abate during the period beginning with the date of such damage and ending with the date when Landlord tenders the Premises to Tenant as being ready for occupancy; otherwise, Rent shall not be reduced or abated by reason of fire or casualty damage. Such abatement shall be in an amount bearing the same ratio to the total amount of Base Rent for such period as the portion of the Premises not tenantable from time to time bears to the entire Premises. In the event of termination of this

Sublease pursuant to this paragraph, Base Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty.

12. Condemnation. If any portion of the Building which renders the Premises untenantable shall be permanently taken or condemned by any competent authority for any public or quasi-public purpose, this Sublease shall forthwith cease and terminate as of the date of such condemnation or taking. If any portion of the Building which does not render the Premises untenantable is so taken or condemned, Landlord shall have the right to terminate this Sublease by giving Tenant thirty (30) days prior written notice thereof. If not terminated in accordance with the foregoing provisions of this paragraph 12, this Sublease shall continue in full force and effect and Rent shall not be reduced or abated. In the event this Sublease is terminated pursuant to this paragraph, Base Rent at the then current rate shall be apportioned as of the date of termination, and Tenant shall have no right to any consideration or compensation as a result of such termination.

Tenant shall surrender the Premises, and Tenant’s interest in, to and under this Sublease, as of the date of termination. All proceeds payable to either or both parties to this Sublease from any taking

- 19 -or condemnation of the Premises (or in any judgment for damages caused by a change of grade) shall belong to and be paid as follows: first to Landlord and Prime Landlord until they receive the fair market value of the leasehold estate and reversionary estate in and to the portion of the Land and the Building so taken, respectively; then to Tenant until it receives the fair market value of its unamortized non-Building Standard improvements and personal property taken (if any); and the remainder of the award shall then be paid to Landlord.

13. Lien for Rent. In consideration of the mutual benefits arising under this Sublease, Tenant hereby grants to Landlord a lien and security interest on all property of Tenant now or hereafter placed in or upon the Premises, and such property shall be and remain subject to such lien and security interest of Landlord for payment of all Rent and other sums agreed to be paid by

Tenant hereunder. Notwithstanding the foregoing, Landlord hereby agrees to subordinate the lien and security interest created hereby (as well as any statutory landlord’s lien), upon Tenant’s request, to any lien securing bona fide financing of Tenant’s movable personal property placed in the Premises or the construction of Tenant’s initial non-Building Standard leasehold improvements to the Premises.

14. Events of Default. Any of the following events or occurrences shall constitute a breach of this Sublease by Tenant and shall constitute an “Event of Default” hereunder:

(a) The failure of Tenant to pay any Rent, additional rent, or other amount due under this Sublease, including amounts payable under Schedule “I”, within five (5) days of when due.

(b) The failure of Tenant to observe or perform any of the covenants in respect of assignment and subletting set forth hereinbelow.

(c) The failure of Tenant to cure forthwith, immediately after receipt of notice from Landlord, any hazardous condition which Tenant has created in violation of law or of this

Sublease.

(d) The failure of Tenant to observe or perform any other covenant, agreement, condition or provision of this Sublease or the Prime Lease if such failure has continued for a period of fifteen (15) calendar days after notice thereof by Landlord to Tenant; provided, however, that if performance or compliance cannot reasonably be accomplished within said fifteen (15) day period, an Event of Default shall not arise if Tenant in good faith shall have commenced performance within said fifteen (15) day period and shall proceed diligently to completion of performance or compliance to the satisfaction of Landlord and if performance or compliance shall be achieved not later than forty-five (45) days after such notice.

(e) If Tenant vacates or abandons the Premises or fails to take possession of the

Premises when available for occupancy, whether or not Tenant thereafter continues to pay Rent due under this Sublease.

(f) The levy upon, under execution or attachment by legal process, the subleasehold interest of Tenant hereunder, or the filing or creation of a lien upon such subleasehold interest.

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(g) If Tenant becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies or consents to the appointment of a trustee or receiver for Tenant or for a major part of its property.

(h) The appointment of a trustee or a receiver to take possession of all or substantially all of Tenant’s property, or the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets located at the Premises, unless such appointment, attachment, execution or seizure is discharged within thirty (30) calendar days after the appointment, attachment, execution or seizure.

(i) The institution of bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other proceedings for relief under any bankruptcy or insolvency law or any other similar…