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HomeMy WebLinkAboutRes 2023-112 Lease Agreement for Community Development DepartmentRESOLUTION 2023-112 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A LEASE AGREEMENT WITH DOCUMENT STORAGE SYSTEMS, INC. FOR 2,827 SQUARE FEET OF OFFICE SPACE AT 701 U.S. HIGHWAY ONE FOR THE COMMUNITY DEVELOPMENT DEPARTMENT AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE AGREEMENT; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Administration has negotiated a five-year Lease Agreement with Document Storage Systems, Inc. for 2,827 square feet of office space at 701 U.S. Highway One to house the Village's Community Development Department; and WHEREAS, the Village Council determines that the approval of the Lease Agreement is in the best interests of the residents of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves a five-year Lease Agreement with Document Storage Systems, Inc., a copy of which is attached hereto and incorporated herein, and authorizes the Village Manager to execute the Lease Agreement on behalf of the Village. Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall be effective immediately upon adoption. OPTED THIS 14TH DAY OF DECEMBER, 2023. VILLAGE CLERK GROSS OFFICE BUILDING LEASE THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") dated this 1st day of January, 2024, by and between DOCUMENT STORAGE SYSTEMS, INC., a Missouri corporation, (hereinafter called "Lessor"), whose address for purposes hereof is 12575 U.S. Highway One, Suite 200, Juno Beach, FL 33408, and Village of North Palm Beach (hereinafter called "Lessee"), a municipal corporation organized and existing under the laws of the State of Florida, whose address is 501 U.S. Highway One, North Palm Beach, Florida 33408. WITNESSETH 1. LEASED PREMISES: Subject to and upon the terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Lessor does hereby lease, demise and let to Lessee and Lessee does hereby lease, demise and let from Lessor those certain Premises (hereinafter sometimes called the "Premises" or "Leased Premises") known as Suite 100, in that certain building located at 701 U.S. Hwy. One, N. Palm Beach, Florida (the building and related land is the "Property") and situated as shown in the "Floor Plan Suite 100" attachment to this Lease. Leased Premises are more specifically defined as 2,827 net rentable square feet of office space. Total building area equals 46,639 rentable square feet. 2. TERM: This Lease shall be for a term of Five (5) years, commencing on the 1st day of January, 2024 and terminating on the 31s" day of December, 2029 (said applicable term being hereinafter referred to as the "Lease Term" or "Term"). 3. RENT: Lessee agrees to pay Lessor an initial annual rent of $29.00 per net rentable square foot of office space ("Rent"), which Rent shall initially be equal to EIGHTY-ONE THOUSAND, NINE HUNDRED EIGHTY-THREE AND 00/100 DOLLARS ($81,983.00). Said Rent in equal monthly installments of SIX THOUSAND EIGHT HUNDRED THIRTY-ONE AND 92/100 DOLLARS ($6,831.92), and any sums due and owing under Section 6, plus applicable state taxes is due and payable monthly in advance. Said sums shall be due and payable on the first day of each and every calendar month during the Term of this Lease, until such time as the Rent amount is increased, due to annual increases in accordance with Section 5. Said rent payments shall be made by Lessee without any demand, notice, offset or deduction whatsoever, in lawful (legal tender for public or private debts) money of the United States of America, at the address of Lessor or elsewhere as designated from time to time by Lessor's written notice to Lessee. Other than Rent described in this Section 3, any and all amounts due under the Lease shall be deemed "Additional Rent," including but not limited to, late charges. 4. SECURITY DEPOSIT: Lessee concurrently with signing of this Lease will deposit with Lessor the sum of THIRTEEN THOUSAND SIX HUNDRED SIXTY-THREE AND 84/100 DOLLARS ($13,663.84), allocated as $6,831.92 for first month's rent and $6,831.92 toward last month's rent, which sum shall be retained by Lessor as security for the payment by Lessee of the Rents and all other payments herein agreed to be paid by Lessee and for the faithful performance by Lessee of the terms, provisions, and conditions of this Lease. It is agreed that Lessor, at Lessor's option, may at the time of any default (beyond applicable notice and cure periods) by Lessee under any of the terms, provisions, covenants, or conditions of this Lease, apply said sum or any part thereof towards the payment of the Rent, and all other sums payable by Lessee under this Lease shall thereby be discharged only pro tanto; that Lessee shall remain liable for any amounts that such sum shall be insufficient to pay; that Lessor may exhaust any or all rights and remedies against Lessee before resorting to said sum, but nothing herein contained shall require or be deemed to require Lessor to do so; that in the event the Security Deposit shall not be utilized by any such purpose, then such deposit shall be returned by Lessor to Lessee within thirty (30) days after the expiration of the Term of this Lease and Lessee's vacation of the Leased Premises, or the determination and payment of the amounts due under 1 this Lease, if any, whichever later occurs. Lessor shall not be required to pay Lessee any interest on said security deposit unless required to do so by law. 5. COST OF LIVING INCREASE: The Rent shall be increased by four percent (4%) over the prior year's Rent on the annual anniversary of the commencement of the Term. 6. REPAIRS, MAINTENANCE AND OPERATING COSTS: The parties hereto acknowledge and agree that it is the intent of the Lessor and the Lessee, that notwithstanding anything to the contrary in this Lease, this Lease is a gross lease. Lessee shall, at all times during the Term, and at its own cost and expense, put, keep, and maintain in thorough repair and in good, safe and substantial order and condition, all improvements of the Leased Premises, which are dedicated in use to the Leased Premises, in existence at the commencement of the Term and thereafter erected in the Leased Premises, or fanning a part thereof, and their full equipment and appurtenances, whether or not necessitated by wear, tear or defects, and shall use all reasonable precautions to prevent waste, damage or injury. Lessee will replace at its own expense any and all broken glass in and about said Leased Premises caused by the negligent or wrongful acts of Lessee. Lessee shall not be responsible for any costs relating to the maintenance, or operation of common areas of the Property unless caused by the negligent or wrongful acts of Lessee, in which case Lessee is responsible for such costs. For the purposes of this Section 6, maintenance and operating costs ("CAM" or "Maintenance and Operating Costs") shall mean the costs incurred by Lessor in maintaining, replacing, and operating common areas of the Property, of which the Leased Premises is a part, and shall include, but not be limited to, common area HVAC systems and equipment, common area utilities, property management, parking lot maintenance, pest control, elevator and telephone maintenance, accounting, cable, security, generator maintenance and operation, grounds maintenance, common area maintenance and repair expense, supplies, water/sewer service to the Property, sanitation pick-up, real estate taxes and property insurance (see Section 45 below), and, in general, all common area costs and expenses. 6 (a). HVAC: During the Term of this Lease and any extensions thereof, Lessor shall inspect, repair, and maintain in good operating condition, all HVAC systems and equipment which service the Leased Premises. Thermostats for heating and air-conditioning of Lessee's space, shall be located within the Leased Premises. Lessee represents to Lessor that the manner in which the thermostat and HVAC system currently exists for the Leased Premises at the commencement of the Term is acceptable to Lessee and in compliance with this Section 6(a). Lessee shall comply with any governmental mandates regarding temperature control that may be published or required by government, from time to time. Notwithstanding anything to the contrary herein, Lessor will be responsible for maintaining the HVAC system and to make such repairs to maintain the HVAC system. In no event shall Lessee be responsible to replace any part of the HVAC system and equipment. 7. OTHER UTILITIES AND SERVICE: All charges and expenses for utilities and services, used upon and in connection with the Leased Premises shall be paid by the Lessor. Lessee shall be responsible for any telephone, cable, pest control, and interior janitorial services for the Leased Premises. 8. USE: The Lessee will use and occupy the Leased Premises for the following use or purpose and for no other use or purpose: Community Development Department of the Village of North Palm Beach. 9. IMPROVEMENTS: Lessee will not make any changes to the interior improvements to the Leased Premises unless approved by Lessor, which approval may be granted or denied at Lessor's sole discretion. If approved by Lessor, any changes shall be constructed in accordance with plans and specifications provided by Lessee to Lessor. At the end of the Lessee's occupancy of the Leased Premises, at Lessor's option, all of Lessee's computer, data, and communications wiring, and any temporary fixtures of any kind, will be removed at Lessee' s expense, and any resulting damage will be repaired to reasonable commercial standards. 2 All Lessee improvements, structural, or permanent in nature, including all modular furniture/workstations, made to the Leased Premises shall be the property of the Lessor during the Tenn of this Lease and shall remain the property of the Lessor upon the expiration or earlier termination of this Lease. 10. GUARANTIES: N/A 11. POSSESSION AND COMMENCEMENT OF RENT: This Lease shall commence on January 1, 2024. 12. LESSEE'S RIGHTS AND RESTRICTIONS AS TO BUSINESS SIGNS: Lessee or Lessee's designee may, at Lessee's own expense, erect or place, a sign concerning its business, of a quality and in a manner approved in writing by Lessor, and based on Lessor's building standard, in the directory board on the first floor. The maintenance of such signs shall be kept in a good state of repair and Lessee shall repair any damage that may have been done to the Premises by Lessee's erection, existence or removal of such signs. At the end of the Tenn, Lessee shall remove any signs installed by or for Lessee at its expense. Except as provided above, no sign, notice or other advertisement shall be inscribed, painted, affixed or displayed on any of the windows or on the exterior of any of the doors of the subject Premises, nor anywhere outside the Leased Premises without prior written consent of Lessor or its agents. Lessor's consent may be granted or denied at Lessor's sole discretion. It is understood, that all exterior signs are subject to regulation and approval by the Village ofN. Palm Beach, Florida. 13. CONDITION OF PREMISES: Lessee accepts the Leased Premises in its "As Is, Where Is" condition. Lessee hereby accepts all locational and site conditions, including but not limited to entrance ways, doorways, parking, lighting, and local traffic patterns. Any changes in locational and site conditions mandated by governmental authorities or future development shall not be cause for Lessee's failure to faithfully perform its obligations under this Lease. 14. QUIET POSSESSION: Upon payment by Lessee of the Rent and Additional Rent herein provided and upon the observance and performance of all terns, provisions, covenants and conditions on Lessee's part to be observed and performed, Lessee shall, subject to all of the terms, provisions, covenants and conditions of this Lease Agreement, peaceably and quietly hold and enjoy the Leased Premises for the Term hereby leased. Lessor will not intentionally interfere with Lessee's beneficial enjoyment of the Leased Premises. Lessor further agrees that it will not cause the Leased Premises to be rendered unsafe, unfit, or unsuitable for occupancy, in whole or in substantial part, for the purposes for which it was leased. Lessee shall have access to the Leased Premises and the parking, 24 hours per day, seven days per week, each day of the year- 15. LESSEE ELECTRICAL: Lessee shall use only office machines and equipment that operate on the building's standard electric circuits, but which in no event shall overload the building's standard electric circuits from which the Lessee obtains electric current or which will, in the opinion of Lessor, interfere with the reasonable use of the building by Lessor or other lessees or which shall create a hazard within the Leased Premises. Lessee shall comply with all governmental mandates regarding temperature control. 16. CHARGES FOR SERVICE: It is understood and agreed upon between Lessor and Leasee hereto that any charges against Lessee by Lessor for services or for work done on the Leased Premises by order of Lessee, or otherwise accruing under this Lease, shall be considered as Additional Rent due and shall be included in any lien for Additional Rent. 17. DEFAULTS: A. NON-PAYMENT: Lessee agrees that Lessee will promptly pay said Rent and Additional Rent at the times and place stated herein; that Lessee will pay charges for work performed on order of Lessee, and will pay any other charges that accrue under this Lease. Lessee shall be required to pay Lessor a late charge equal to ten percent (10%) on any Rent or Additional Rent due that remains unpaid 3 ten (10) days after said Rent or Additional Rent is due. Said late charge shall be deemed Additional Rent and shall be treated as such in any lien for Additional Rents due. Faithful payment by Lessee of the Rent and Additional Rent at the time stated shall be of essence in the performance of this Lease, and should said Rent and Additional Rent herein provided at any time remain due and unpaid for a period of thirty (30) days after Lessee's receipt of written notice of late payment from Lessor, then Lessor may declare Lessee to be in default, and Lessor may immediately reenter upon said Premises, and Lessor shall have the option of declaring the balance of the entire Rent and Additional Rent for the remainder of the entire Tenn due and payable, and Lessor may then proceed to collect all of the unpaid rent called for by this Lease by distress or otherwise. Further, if Lessee fails to timely pay any Rent and Additional Rent due, on more than two (2) occasions within any six-month period, then, no further notice need be given to Lessee prior to declaring Lessee in default for failure to make any future payments. B. NON -MONETARY: If Lessee shall fail to perform any of the terms, provisions, covenants, or conditions of this Lease other than as described in Section 17.A, on Lessee's part to be performed; or, if this Lease, or the Term thereof, be sublet, assigned, transferred or pass to or devolve upon anyone other than Lessee, by dissolution of the Lessee, sublease, assigmnent, operation of law, or otherwise, except as permitted herein, then, and in any such event, this Lease, at Lessor's option, shall terminate and end thirty (30) days after Lessor has given Lessee written notice of such act, condition, or default, and Lessee has failed to cure or remedy such act, condition, or default, (except that if Lessee is diligently pursuing such cure, and Lessor is not materially harmed by the failure to cure within said 30 days, then Lessee shall have such additional time as needed to obtain such cure provided Lessor is not materially harmed by such delay) then Lessee hereby agrees immediately then to quit and surrender said Leased Premises to Lessor; but this shall not impair or affect Lessor's right to maintain summary proceeding for the recovery of the possession of the Leased Premises. If the Term of this Lease shall be so terminated, Lessor may immediately, or at any time thereafter, re-enter or re -possess the Leased Premises, and remove all persons and property therefrom, without being liable for trespass or damages. C. OTHER: Lessor shall have all other remedies provided for in this Lease, at law, and in equity, including injunctive relief. 18. ALTERATIONS AND REPAIRS: Lessee will, at Lessee's own expense, keep the Leased Premises in good repair and tenantable condition during the Lease Term (as required by Section 6 of this Lease) and will replace at its own expense any and all broken glass, in and about said Leased Premises caused by Lessee's negligence or wrongful act. Lessee will make no alteration, additions or improvements, in or to the Leased Premises without the written consent of Lessor, which may be withheld in Lessor's sole discretion. Under no circumstances, shall Lessee perform or cause to be performed, any demolition of interior walls or structural components of the Leased Premises, without the written consent of the Lessor which may be withheld in Lessor's sole discretion. All improvements shall be properly permitted, and performed by licensed and insured contractors and sub- contractors. It is further agreed that this Lease is made by the Lessor and accepted by the Lessee with the distinct understanding and agreement that the Lessor shall have the right and privilege to make and build additions to the building of which the Leased Premises are a part, and make such alterations and repairs to said building as it may deem wise and advisable without any liability to the Lessee therefor. Lessor has the right to make such repairs provided said repairs do not interfere with the Lessee's use and enjoyment of the Premises. 19. LIENS: Lessee further agrees that Lessee, to the extent required by law, will pay all liens of contractors, subcontractors, mechanics, laborers, materialmen, and other items of like character, resulting from work done or materials furnished at the request or instruction of Lessee, and will indemnify Lessor against all reasonable expenses, costs and charges, including bond premiums for release of liens and attorneys fees reasonably incurred in and about the defense of any suit in discharging the said Premises or 4 any part thereof from any liens, judgments or encumbrances caused by Lessee. In the event any such lien shall be made or filed, Lessee shall bond against or discharge the same within ten (10) days after the same has been made or filed, and Lessee has received notice of lien from Lienor or Lessor. It is understood and agreed between the Parties hereto that the expenses, costs and charges above referred to shall be considered as Additional Rent due and shall be included in any lien for Additional Rent. The Lessee herein shall not have any authority to create any construction liens on the Lessor's interest in the Leased Premises and all persons contracting with the Lessee for the destruction or removal of any facilities or other improvements or for the erection, installation, alteration or repair of any facilities or other improvements on or about the Leased Premises, and all materialmen, contractors, mechanics and laborers, are hereby charged with notice that they must look only to the Lessee's interest in the Leased Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Lessee. Lessor may record in the public records of Palm Beach County, Florida a memorandum of Lease related to this Section. 20. PARKING: All parking spaces shall be shared in common with all other tenants in the building on a first come basis except that Lessor retains exclusive control and management of the parking lot and the right to grant exclusive usage of certain parking spaces to Lessor and Lessor's other tenants, provided the Lessee has at all times the right to the nonexclusive use of parking spaces meeting the requirements of governmental regulations for Lessee's square footage. Notwithstanding anything to the contrary herein Lessee shall be entitled to have the exclusive rights for Lessee and its employees to use twenty (20) parking spaces. The location of such parking spaces shall be mutually agreed upon between Lessee and Lessor. 21. SNDA/ESTOPPEL: In the event of a sale of the Property or that permanent mortgage financing is placed on the Property, at any time now or in the future, or if any existing or future mortgage is subsequently renegotiated or refinanced, and for any other reason, then Lessee agrees to provide, within 5 business days of request by Lessor, a "commercially reasonable" Subordination Non - Disturbance Agreement (SNDA), and/or Estoppel Letter, in form satisfactory to Lessor's lender, and executed by Lessor's lender, certifying in addition to other things: (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications that the Lease, as modified, is in full force and effect and stating the modifications); (b) the dates to which the Rent and other charges have been paid; and (c) that Lessor and Lessee are not in default under any provisions of this Lease, or if in default, the nature thereof in detail. Lessee agrees to cooperate with Lessor, with regard to requests for SNDA/Estoppel Certificates by Lessor' s lender(s) or any prospective purchaser of the Property. 22. ASSIGNMENT BY LESSOR: If the interests of Lessor under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any first mortgage on the Leased Premises, Lessee shall be bound to such transferee (herein sometimes called the "Purchaser"), for the balance of the Term hereof remaining and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were the Lessor under this Lease, and Lessee does hereby agree to attorn to the Purchaser, including the Mortgagee under any such mortgage if it be the Purchaser, as its Lessor, said attornment to be effective and self -operative without the execution of any further instruments upon the Purchaser succeeding to the interest of the Lessor under this Lease. The respective rights and obligations of Lessee and the Purchaser upon such attornment to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Lessor's interest, Lessor shall be released and relieved from all liability and responsibility thereafter accruing to Lessee under this Lease or otherwise and Lessor's successor by acceptance of Rent from Lessee hereunder shall become liable and responsible to Lessee in respect to all obligations of the Lessor under this Lease. 23. ASSIGNMENT BY LESSEE: Without the written consent of Lessor first obtained in each case, which consent may be granted or denied at Lessor's sole discretion, Lessee shall not 5 sublet, assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this Lease for the Term hereof, or any part thereof or permit the Leased Premises to be occupied by other persons. Any assignment or sublet does not release Lessee from full responsibility in accordance with the terms and conditions set forth in this Lease. In the event of such assignment or sublet, it will be the responsibility of Lessee to assure the existence and maintenance of current and valid occupational permits and general liability insurance for every occupant of the Leased Premises. If this Lease is assigned, or if the Leased Premises or any part thereof are underlet or occupied by anybody other than the Lessee, the Lessor may after default by the Lessee collect or accept Rent and Additional Rent from the assignee, under Lessee, or occupant and apply the net amount collected or accepted to the Rent and Additional Rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, Sub- Lessee or occupant as Lessee, nor shall it be construed as, or implied to be, a release of the Lessee from the further observance and performance by the Lessee of the terms, provisions, covenants and conditions herein contained. Any costs incurred by Lessor arising from Lessee's assignment, including attorney's fees shall be paid by Lessee. 24. SUCCESSORS AND ASSIGNS: All terms, provisions, covenants and conditions to be observed and performed by Lessee shall be applicable to and binding upon Lessee's respective heirs, administrators, executors, successors and assigns, subject, however, to the restrictions as to assignment or subletting by Lessee as provided herein. All expressed covenants of this Lease shall be deemed to be covenants running with the land. 25. INSURANCE: A. Lessee shall, during the entire Term hereof, at its sole cost and expense, provide and keep in full force and effect a policy of Commercial General Liability insurance covering the Leased Premises, in an amount of not less than $1,000,000.00 combined single limit liability for bodily injury and property damage. Lesse shall provide a certificate of insurance evidencing such coverage. The certificate shall contain a clause that the insurance will not be canceled or reduced below the limits stated herein without first giving the Lessor thirty (30) days prior written notice. The insurance shall be provided by a nationally recognized and AM. Best rated A-, X or better insurance company, which insurance company shall provide Lessor a true and certified copy of said policy or certificate of insurance. B. Lessee agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the Term of this Lease resulting from the type of activity or merchandise stored, distributed or sold by Lessee in the Leased Premises, whether or not Lessor has consented to the same. Bills for such additional premiums shall be rendered by Lessor to Lessee at such times as Lessor may elect, and shall be due from, and payable by, Lessee when rendered, and the amount thereof shall be deemed to be, and be paid, as Additional Rent. C. Lessee hereby waives any and all rights of recovely against the Lessor, its officers, employees and agents, for loss occurring to the Premises covered by its insurance required by this Lease. 26. INDEMNIFY LESSOR: In consideration of said Premises being leased to Lessee for the above Rent, Lessee agrees: (i) that Lessee, at all times, will indemnify and keep harmless Lessor from all losses, damages, liabilities and expenses, which may arise or be claimed against Lessor, except for damages resulting from Lessor's negligence, fault, acts, omissions, or willful misconduct, and be in favor of any persons or entities, for any injuries or damages to the person or property of any persons or entities, consequent upon or arising from the use or occupancy of said Premises or the Property by Lessee, or consequent upon or arising from any acts, omissions, neglect or fault of Lessee, his agents, servants, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising from Lessee's failure to comply with any laws, statutes, ordinances, codes or regulations as herein provided; and 6 (ii) that Lessor shall not be liable to Lessee for any damages, losses or injuries to the persons or property of Lessee which may be caused by the acts, neglect, omissions or faults of any persons or entities, except when such injury, loss or damage results from negligence, acts, omissions or willful misconduct of Lessor, his agents or employees; and the Lessee will indemnify and keep harmless Lessor from all damages, liabilities, losses, injuries or damages to the person or property of any persons or entities, where said injuries or damages arose about or upon said Premises or the Property, as a result of the negligence or wrongful intentional acts of Lessee, his agents, employees, servants, licensees, visitors, customers, patrons and invitees. (iii) Notwithstanding the foregoing, Lessee shall not be responsible to indemnify Lessor with respect to any claim referred to in this Section 26 (including but not limited to any claim for any damages, attorneys' fees, costs or otherwise) that exceeds the per person and per incident sovereign immunity caps set forth in section 768.28(5), Florida Statutes, as may be amended from time to time. All personal property placed or moved into the Leased Premises or Property shall be at the risk of Lessee or the owners thereof, and Lessor shall not be liable to Lessee for damages to said personal property. Lessee shall maintain at all times during the Tenn of this Lease an insurance policy or policies in an amount or amounts sufficient to indemnify Lessor and to pay Lessor's damages, if any, resulting from any matter set forth hereinbefore in this Section 26. 27. GOVERNMENTAL REGULATIONS: Lessee shall faithfully observe in the use of the Leased Premises all municipal and county ordinances and codes and slate, local and federal statutes or laws, rules, regulations or other governmental requirements now in force or which may hereafter be in force. 28. FIRE OR CASUALTY: In the event the building, in which the Leased Premises are located, shall be destroyed, or so damaged, or injured by fire or other casualty during the Term whereby the same shall be rendered untenantable, the Lessor shall have the right to render such building tenantable by repairs within one hundred and twenty (120) days therefrom. If a minimum of 70% of said Premises are not rendered tenantable within same time, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation, the Rent and Additional Rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. During any time that the Leased Premises are untenantable due to causes set forth in this Section, the Rent and Additional Rent or a just and fair proportion thereof shall be abated. Lessor shall not be required to restore fixtures or improvements installed by Lessee either at the commencement of the Lease or during the Leasehold term. In no circumstances will Lessor be responsible for acts beyond their control. 29. WAIVER OF CLAIMS: Lessor and Lessee agree that, with respect to claims, actions, damages, liability, and expense, for which insurance coverage is carried hereunder, each shall seek recovery under its insurance policy, and pursuant to its rights as an additional insured or loss payee under the policies of the other. 30. EMINENT DOMAIN: If any part of the Leased Premises is taken by condemnation or Eminent Domain, the Lessee may elect to Terminate this Lease or continue same in effect and if the Lessee elects to continue this Lease, the Rent and pro rata expenses shall be reduced in proportion to the area of the Leased Premises so taken and Lessor shall repair any damage to the Leased Premises resulting from such taking. All sums awarded or agreed upon between Lessor and the condemning authority for the taking of the .interest of Lessor and/or Lessee, whether as damages or as compensation, and whether for partial or total condemnation, will be the properly of Lessor. If this Lease should be Terminated under any provision of this Section, Rent and Additional Rent shall be payable up to the date that possession is taken by the taking authority, and Lessor will refund to Lessee any prepaid unaccrued Rent and Additional Rent less any sum or amount then owing by Lessee to Lessor. 7 31. ABANDONMENT: If, during the Term, Lessee shall abandon, vacate or remove from the Leased Premises the major portion of the goods, wares. equipment or furnishings usually kept on said Leased Premises, or shall cease doing business in said Leased Premises, or shall suffer the Rent or Additional Rent to be in arrears, Lessor may, at its option, cancel this Lease by written notice to Lessee at Lessee's address as provided in Section 34, or Lessor may enter said Leased Premises as the agent of Lessee by force or otherwise, without being liable in any way therefore, and relet the Leased Premises with or without any furniture that may be therein as the agent of Lessee, at such price and upon such terms and for such duration of time as Lessor may determine and receive the Rent and Additional Rent therefore, applying the same to the payment of the sums due by Lessee, and if the full Rent and Additional Rent herein provided shall not be realized by Lessor over and above the expense to Lessor of such reletting and the amounts due Lessor for Lessee's default under this Lease, Lessee shall pay any deficiency. Notwithstanding the forgoing, Lessee shall have 15 days from receipt of written notice in accordance with the Terms of this section, to cure any default under this section 31. Notwithstanding any of the foregoing, provided that this Lease is in good standing, and Lessee is not in default of any other Tenns and conditions, this section shall not apply. 32. BANKRUPTCY: If a bankruptcy proceeding is filed against Lessee, and such proceeding is not dismissed within 90 days of such filing, Lessee shall be deemed in default under this Lease. Additionally, if Lessee shall be adjudicated bankrupt or insolvent or take the benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law; or, if Lessee's leasehold interest under this Lease shall be sold under any execution or process of law; or if a trustee in bankruptcy or a receiver be appointed or elected or bad for Lessee (whether under Federal or State Laws); then and in any such event this Lease, at Lessor's option. shall terminate and end five (5) days after Lessor has given Lessee written notice of such act, condition or default and Lessee hereby agrees immediately then to quit and surrender said Leased Premises to Lessor; but this shall not impair or affect Lessor's right to pursue a default under this Lease. 33. ASSIGNMENT OF CHATTELS: Lessee hereby pledges and assigns to Lessor as security for the payment of any and all Rental or other sums or amounts provided for herein, all of the furniture, fixtures, goods and chattels of Lessee which shall or may be brought or put on or into said Leased Premises, and Lessee agrees that said lien may be enforced by distress, foreclosure or otherwise, at the election of the Lessor. 34. RIGHT OF ENTRY: Lessor, or any of his agents, upon reasonable notice, shall have the right to enter the Leased Premises during all reasonable hours, to examine the same or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof, or of said building, or to exhibit said Leased Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Said right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions which do not conform to this Lease. 35. NOTICES: Any notices required by this Lease, shall be in writing and shall be sent by certified mail or overnight delivery service. Either party, from time to time, by such notice, may specify another address to which subsequent notice shall be sent. Notices to Lessor shall be sent to: Legal Department Document Storage Systems, Inc. 12575 U.S. Highway One, Suite 200 Juno Beach, FL 33408 Notices to Lessee shall be sent to: Office of the Village Manager Village of North Palm Beach 501 U.S. Highway One North Palm Beach, FL 33408 8 36. RULES AND REGULATIONS: Lessee agrees to comply with all reasonable rules and regulations Lessor may adopt from time to time for operation of the Property and protection and welfare of the Property, its Lessees, visitors and occupants. The present rules and regulations, with which Lessee hereby agrees to comply, entitled, "Rules and Regulations" are attached hereto and are by this reference incorporated herein. Any future rules and regulations shall become a part of this Lease and Lessee hereby agrees to comply with the same upon delivery of a copy thereof to Lessee, providing the same are reasonable and do not deprive Lessee of its rights established under this Lease. 37. HAZARDOUS AND/OR INDUSTRIAL MATERIALS: Lessee agrees that it will not discharge any Hazardous Substances, into or upon the land, water or air of the Property and will not allow any such Hazardous Substances on the Property other than ordinary office supplies that arc handled in accordance with the applicable federal, state or local law. Any and all such Hazardous Substances shall be stored and managed in a manner that will prevent their release to the environment during use, fire spillage or other accidental occurrence. Hazardous Substances shall be transported to and from the site in a manner consistent with the directives of local, state and federal regulatory authorities. Lessee further agrees that it will not discharge any Hazardous Substances into any sewer system serving the Leased Premises (or the Property), that are in excess of the published pretreatment standards of Seacoast Utilities, Inc. or any other utility serving the Leased Premises without first obtaining written authorization from the responsible utility and any regulatory authorities having jurisdiction. For the purposes of this Section 37, Hazardous Substances shall mean those hazardous substances or waste described in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 USC #9601, Et Seq., as amended, or as described by any successor Statute, or in any other applicable federal, state or local law. 38. RADON GAS: Radon is a naturally occurring 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. 39. MOLD DISCLOSURE: Mold, and other micro-organisms such as bacteria and dust mites are naturally occurring, ubiquitous substances. Mold and other micro-organisms are found both indoors and outdoors. The presence of mold or other microbial substances may cause property damage or health problems. Lessee acknowledges that Lessee shall undertake the following efforts to retard and prevent mold and microbial substances from accumulating or growing within the Premises: (1) To the extent the same shall be subject to the control of Lessee, maintaining appropriate climate control within the Premises through the proper use of the HVAC system to maintain temperature and humidity levels not conducive to the growth of mold, bacteria or other microbial contamination. (2) Removing visible moisture accumulations on windows, window sills, walls, floors, ceilings and other surfaces as soon as reasonably possible. (3) Not blocking or covering any heating ventilating or air conditioning ducts within the Premises or modifying the adjustment of supply register, return register or duct louvers or dampers. Lessee shall report immediately in writing to Lessor any evidence of mold or of a water leak or excessive moisture within the Premises or the building of which the Lessee becomes aware. Should Lessee desire a mold inspection or additional information about mold and other microbial substances, Lessee should contact a professional in this field. 40. SURRENDER OF PREMISES: Lessee agrees to surrender to Lessor, at the end of the Term of this Lease and/or upon any cancellation of this Lease, said Leased Premises in as good condition as said Leased Premises were at the beginning of the Term of this Lease, ordinary wear and tear and damage by fire or other casually not caused by Lessee's negligence, excepted. Lessee agrees that if Lessee does not surrender said Leased Premises to Lessor at the end of the term of this Lease, then Lessee will pay to Lessor 9 two (2) times the monthly rent paid in the final month of Lessee's term hereunder for each month that Lessee holds over. No receipt of money by Lessor from Lessee after termination of this Lease or the service of any notice of commencement of any suit of final judgment for possession shall reinstate continue or extend the term of this Lease or affect any such notice, demand, suit or judgment. No act or thing done by Lessor or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the Leased Premises and no agreement to accept a surrender of the Leased Premises shall be valid unless it be made in writing and subscribed by a duly authorized officer or agent of Lessor. 41. PRIOR OCCUPANCY: Lessee and Lessor acknowledge that Lessee has been in occupancy prior to Lessor's purchase of the property in which the Leased Premises are a part, but this Lease shall not be deemed to have commenced prior to the date specified herein for commencement. 42. WAIVER OF TRIAL BY JURY: It is mutually agreed by and between Lessor and Lessee that the respective Parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other on any matter arising about, of or in any way connected with this Lease, the relationship of Lessor and Lessee and Lessee's use of or occupancy of the Premises. Lessee further agrees that it shall not interpose any counterclaim or counterclaims in a summary proceeding or in any action based upon non-payment of rent or any other payment required of Lessee hereunder. 43. ATTORNEY'S FEE: In the event it should become necessary for either party hereto to enforce any of its rights hereunder, the prevailing party shall be entitled to recover reasonable attorney's fee together with all costs incurred, including through Appellate Court. 44. ATTORNMENT: In the event that permanent mortgage financing is placed on the Premises or Property, at any time in the future, or if said mortgage is subsequently renegotiated or refinanced, then Lessee agrees to provide, within 5 business days of request by Lessor, a Consent and Attornment Agreements in commercially standard form, as required. 45. TAXES AND INSURANCE: For the purposes of this Lease only, the following words and Terms shall have the following meaning: (A) "Real Estate Taxes" shall mean ad valorem and non ad valorem taxes, and any governmental assessments included in the annual Real Estate Tax bill. (B) "Insurance" shall mean all reasonable insurance policies of every nature maintained by Lessor on the Property. 46. BROKERS: It is mutually agreed that neither party has dealt with any real estate agents or brokers in connection with this Lease. 47. TIME: It is understood and agreed between the Parties hereto that time is of the essence of all the terms, provisions, covenants and conditions of this Lease. 48. FORCE MAJEURE: Whenever a period of time is herein prescribed for action to be taken by either party to this Lease, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period, any delays, due to strikes, riots, acts of God, shortages of labor or materials, theft, crime, fire, public enemy, injunction, insurrection, court order, requisition of governmental body or authority, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever, which are beyond the control of Lessor. 49. CONSTRUCTION: This Lease shall be construed in accordance with the Laws of the State of Florida, with venue laid in Palm Beach County, Florida. 50. DRUG FREE ENVIRONMENT: Lessee acknowledges that it understands that 10 Lessor wishes to promote a Drug Free working environment and Lessee will do all that it can to keep illegal drugs, chemical substances and paraphernalia from the subject property. Lessee will not knowingly allow any person to use or possess any illegal substance on the subject properly. Knowledgeable violation of this policy, at the discretion of the Lessor, shall constitute a default of this Lease. 51. LEASE VALIDITY: The submission of this Lease for examination and/or execution by Lessee does not constitute a reservation of or option for the Leased Premises for the benefit of Lessee and this Lease shall have no force or validity unless and until duly executed by Lessor and delivered by Lessor to Lessee. 52.. PARTIAL INVALIDITY: If any provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall nonetheless continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. 53. EQUIPMENT & UTILITY INTERRUPTIONS: Lessor may turn off equipment and interrupt utilities as needed to avoid property damage or to perform work requiring such interruptions. Lessor shall act with customary diligence in making repairs and reconnections, and shall provide two (2) business days' prior notice to the Lessee, except in the case of an emergency. Any interruption in the utilities caused by Lessor, lasting for more than two (2) entire days consecutively, will result in an abatement of Rent to the Lessee. 54. OPTION TO EXPAND: This paragraph has been intentionally deleted. 55. OPTION TO EXTEND: This paragraph has been intentionally deleted. 56. CONSTRUCTION: Lessor and Lessee have reviewed this Lease and the rule of Construction that ambiguities are to be resolved against the party drafting this Lease shall not apply. 58. WAIVER: Failure of Lessor to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Lessor shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, in law and/or in equity. No waiver by Lessor of a default by Lessee shall be implied, and no express waiver by Lessor shall affect any default other than the default specified in such waiver and that only for the time and extension therein stated. No waiver of any term, provision, condition or covenant of this Lease by Lessor shall be deemed to imply or constitute a further waiver by Lessor of any other term, provision, condition or covenant of this Lease. The rights and remedies created by this Lease are cumulative and the use of one remedy shall not be taken to exclude or waive the right to the use of another. 60. CONTROL OF COMMON AREAS AND PARKING FACILITIES BY LESSOR: All automobile parking areas, driveways, entrances and exits thereto, common areas and other facilities furnished by Lessor, including all parking areas, truck way or ways, loading areas, pedestrian walkways and ramps, landscaped areas, stairways, corridors, common areas and other areas and improvements provided by Lessor for general use, in common, of tenants, their officers, agents, employees, servants, invitees, licensees, visitors, patrons and customers, shall be at all times subject to the exclusive control and management of Lessor and Lessor shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas and improvements; to police same; from time to time to change the area, level and location and arrangement of parking areas and other facilities hereinabove referred to; to discourage non -Lessee parking; and to do and perform such other acts in and to said areas and improvements, as, in the sole judgment of Lessor, the Lessor shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees, servants, invitees, visitors, patrons, licensees and customers, Lessor will operate and maintain the common areas and other facilities referred to in such reasonable manner as Lessor shall determine from 11 time to time. Without limiting the scope of such discretion, Lessor shall have the full right and authority to designate a manager of the parking facilities and/or common areas and other facilities who shall have full authority to make and enforce rules and regulations regarding the use of the same or to employ all personnel and to make and enforce all rules and regulations pertaining to and necessary for the proper operation and maintenance of the parking areas and/or common areas and other facilities. Reference in this Paragraph to parking areas and/or facilities shall in no way be construed as giving Lessee hereunder any rights and/or privileges in connection with such parking areas and/or facilities unless such rights and/or privileges are expressly set forth in Paragraph 20 hereof. 61. TAXES ON LESSEE'S PERSONAL PROPERTY: Lessee shall be responsible for and pay before delinquency all municipal, county or state taxes assessed during the term of this Lease against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Leased Premises by the Lessee. 62. SEVERABILITY. If any term, provision, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such terms, provisions, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provisions, covenant or condition of this Lease shall be valid and be enforceable to the fullest extent permitted by law. This Lease shall be construed in accordance with the laws of the State of Florida. 63. TENDER AND DELIVERY OF LEASE INSTRUMENT: Submission of this instrument for examination does not constitute an offer, right of first refusal, reservation of or option for the Leased Premises or any other space or premises in, on or about the building. This instrument becomes effective as a Lease upon execution and delivery by both Lessor and Lessee. 64. WRITTEN AGREEMENT: This Lease contains the entire agreement between the Parties hereto and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed and sealed by Lessor and Lessee. No surrender of the Leased Premises or of the remainder of the teens of this Lease shall be valid unless accepted by Lessor in writing. Lessee acknowledges and agrees that Lessee has not relied upon any statement, representation, prior written or prior or contemporaneous oral promises, agreements or warranties except such as are expressed herein. IN WITNESS WHEREOF, the Patties hereto have signed, and delivered this Lease in duplicate at Palm Beach County, Florida on the day and year first above written. WITNESSES: 0 Ckrie liA I ,A/1. Q S?Xoei �► t,. Uteri 12 LESSEE: 3, art.4/te.cA LESSOR: By: Na-4 Mark S. Byers /� /9?//7/2,5s OFFICE BUILDING RULES AND REGULATIONS The following Rules and Regulations, hereby accepted by Lessee, are prescribed by Lessor to enable Lessor to provide, maintain, and operate, to the best of Lessor's ability, orderly, clean and desirable Premises and Property for the lessees therein at as economical a cost as reasonably possible and in as efficient a manner reasonably possible, to assure security for the protection of lessee so far as reasonably possible, and to regulate conduct in and use of said Premises and Property In such manner as to minimize interference by others in the proper use of same by Lessee. 1. Lessee, Its officers, agents, servants and employees shall not block or obstruct any of the entries, passages, doors, elevators, elevator doors, hallways or stairways of building or garage or place, empty or throw any rubbish, litter, trash or material of any nature into such areas, or permit such areas to be used at any lime except for ingress or egress of Lessee, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees. 2. No sign, door plaque, advertisement or notice shall be displayed, painted or affixed by Lessee, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees in or on any part or the inside of Property or Leased Premises without prior written consent of Lessor and then only of such color, size, character, style and material and in such places as shall be approved and designated by Lessor. Signs on doors and entrances to Leased Premises shall be placed thereon by a contractor designated by Lessor and paid for by Lessee. Lessor shall have the right to install signs on the interior or exterior of the building and Leased Premises and/or change the building's name or street address. For installation of signs by Lessee, see Rules and Regulations. Lessee does not have any right to and shall not install any sign on the exterior of the building. 3. Lessor will maintain a Directory Board on the ground floor lobby of the building containing one name for each lessee, subiect to additional listings per the above Lease. Additional listing will be limited to only those required by law or to those approved by Lessor. 4. Lessor will not be responsible for lost or stolen personal property, equipment, money or any article taken from Leased Premises or Property regardless of how or when loss occurs. 5. Lessee, shall not bring into the Property any Inflammable fluids or explosives. 6. Lessee, its officers, agents, servants, or employees shall not use Leased Premises or Property for housing, lodging or sleeping purposes. Cooking or preparation of food and refrigeration will be permitted in any employees' kitchen and lounge area located within the Leased Premises provided no odor arising therefrom emits from the Leased Premises. 7. Lessee, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall not bring into the Property or Leased Premises or keep on Leased Premises any fish, fowl, reptile, insect or animal or Into the building any bicycle or other vehicle, except baby carriages or wheelchairs, without the prior written consent or Lessor. 8. No additional locks shall be placed on any door in building without the prior written consent of Lessor. Lessor will furnish two keys to each lock on doors In the Leased Premises and Lessor, upon request of Lessee, shall provide additional duplicate keys at Lessee's expense. Lessor may at all times keep a pass key to the Leased Premises. All keys shall be returned to Lessor promptly upon termination of this Lease. 9. Lessee, its officers, agents, servants, or employees shall do no painting or decorating in Leased Premises; or mark, paint or cut into, nor in any way deface any part of Leased Premises or building without the prior written consent of Lessor. If Lessee desires signal, communication, alarm or other utility or service connection Installed or changed, such work shall be done at expense of Lessee with the approval and under the direction of Lessor. 10. Lessor reserves the right to close building at 7:00 p.m., subject, however, to Lessee's right to 24 hour access and to require that person(s) entering the building identify themselves and establish their right to enter or to leave the building. 11. Lessee, its officers, agents, servants and employees shall not permit the operation of any musical or sound producing Instruments or device which may be heard outside Leased Premises, building or parking facilities, or which may 13 emanate electrical waves which will impair radio or televisions broadcasting or reception from or in building. 12 Lessee, its officers, agents, servants and employees shall, before leaving Leased Premises unattended, close and lock all doors and shut off all utilities; damages resulting from failure to do so shall be paid by Lessee. Each lessee, before the closing of the day and leaving said Leased Premises, shall see that all doors are locked. 13. All plate and other glass now in Leased Premises or building which is broken due to Lessee's negligent or wrongful act and which is not covered by insurance carried by Lessor shall be replaced by and at expense of Lessee under the direction of Lessor. 14. Lessee shall give Lessor prompt notice of all accidents to or defects in air conditioning equipment, plumbing, and electric facilities or any part or appurtenance of Leased Premises. 15. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Lessee who shall, or whose officers, employees, agents, servants, patrons, customers, licensees, visitors, or invitees shall have caused it. 16. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the building, nor placed in the halls, corridors or vestibules without the prior written consent of Lessor. 17. Glass panel doors that reflect or admit light into the passageways or into any place in the building shall not be covered or obstructed by the Lessee and Lessee shall not permit, erect and/or place drapes, furniture, fixtures, shelving, display cases or tables, lights or signs and advertising devices in front of or in proximity or interior and exterior windows, glass panels, or glass doors providing a view into the interior of the Leased Premises unless same shall have first been approved in writing by Lessor. 18. No space on the Property shall, without the prior written consent of Lessor, be used for manufacturing, public sales, or for the sale of merchandise, goods or property of any kind, or auction. 19. Canvassing, soliciting and peddling in the Property is prohibited and each lessee shall cooperate to prevent the same. In this respect, Lessee shall promptly report such activities to the building manager's office. 20. There shall not be used in any space, or in the public halls of the buildings, either by any lessee or by jobbers or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards. Lessee will be instructed to inform all delivery people to use the elevator pads, located in the first floor janitorial closet, for large deliveries. 21. Neither Lessee nor any officer, agent, employee, servant, patron, customer, visitor, licensee or invitee of any lessee shall go upon the roof of the building without the written consent of the Lessor. 22. Lessee shall not place any waste, trash, crates, boxes, etc., in the public hallways or any areas of the Property. Lessee shall insure that all wastes from Leased Premises are disposed of by placing them in the appropriate trash receptacles. 23. Lessees are cautioned in purchasing furniture and equipment that the size is limited to such as can be placed on the elevator and will pass through the doors of the Leased Premises. Large pieces should be made in parts and set up in the Leased Premises. Lessee will be responsible for making sure their vendors use the elevator pads as indicated in paragraph 20 above. 24. Lessee will be responsible for any ordinary damage to the Leased Premises, including carpeting and flooring, as a result of: rust or corrosion of file cabinets; roller chairs; metal objects; or, spills of any type of liquid. 25. If the Premises demised to any Lessee become infested with vermin, such Lessee, at its sole cost and expense, shall cause its premises to be exterminated from time to time, to the satisfaction of Lessor, and shall employ such exterminators therefor as shall be approved by Lessor. 26. Lessee shall not install any antenna or aerial wires, or radio or television equipment, or any other type of equipment, inside or outside of the Property, without Lessor's prior approval in writing and upon such terns and conditions as may be specified by Lessor In each and every Instance. 27. Lessee shall not make or permit any use of Leased Premises or Property which, directly or indirectly, is forbidden 14 by law, ordinance or governmental or municipal regulation, code or order, or which may be disreputable, or which may be dangerous to life, limb or property. 28. Lessee shall not advertise the business, profession or activities of Lessee in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining therein, or use the name of the building for any purpose other than that of the business address or Lessee, or use any picture or likeness of building or the building name in any letterheads, envelopes, circulars, notices, advertisements, containers or wrapping material, without Lessor's express consent in writing. 29. Lessee, Its officers, agents, employees, servants, patrons, customers, licensees, invitees and visitors shall not solicit business on the Property, nor shall Lessee distribute any handbills or other advertising mailer in automobiles parked In the building's parking facilities. 30. Lessee shall not conduct its business and/or control of its officers, agents, employees, servants, patrons, customers, licensees, and visitors in such manner as to create any nuisance, or Interfere with, annoy or disturb any other tenant or Lessor in its operation of the building or commit waste or suffer or permit waste to be committed in Leased Premises or on the Property. 31. Lessee shall permit Lessor, or its agent, to enter Premises upon notice to Lessee to make inspections, repairs, alterations or additions in or to Leased Premises or building, and at any time in event of emergency permit Lessor to perform any acts related to the safety, protection, preservation, retelling, or improvement of Leased Premises or building. 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