Office Lease Agreement Addendum with Celebration Pointe Office Partners II, LLC dated June 20, 2019

 

 

LEASE ADDENDUM FOR ADDITIONAL SPACE (this “Agreement”) dated as of the 20th day of June 2019 between Celebration Pointe Office Partners II, LLC, (hereinafter referred to as “Landlord”) and SharpSpring Technologies, Inc., (hereinafter referred to as “Tenant”).

 

 

WHEREAS, Landlord, as landlord, and Tenant, as tenant, entered into that certain agreement of lease (the “Original Lease”) dated as of April 18, 2018 covering a certain rentable portion of the 3rd and 4th floors, (the “Original Premises”), in that building known as and located at 5001 Celebration Pointe Avenue, Gainesville, Florida (the “Building”), as more particularly described in said Original Lease, under the terms and conditions contained therein; and

 

WHEREAS, Tenant wishes to add to the Original Premises the rentable portion of the second (2nd) floor of the Building, as indicated on the space plan annexed hereto and made a part hereof as Exhibit “A”, the deemed rentable square foot area of which Tenant acknowledges and agrees solely for purposes of this Agreement shall be 17,950 rentable square feet, and 16,468 useable square feet, (the “Additional Space”) for the Additional Space Term (as hereinafter defined); and

 

WHEREAS, subject to and in accordance with the terms, covenants and conditions of this Agreement, Landlord has agreed to permit Tenant to add the Additional Space to the Original Premises; and

 

WHEREAS, Tenant and Landlord wish to modify the Original Lease as set forth below, and the Original Lease, as so modified by this Agreement, is hereinafter referred to as the “Lease”. Terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Lease.

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

 

 

 

The following references furnish data to be incorporated in the specified Sections of this Agreement and shall be construed to incorporate all of the terms of the entire applicable Section as fully set forth in this Agreement:

 

 

 

Useable Area of the Additional Space:

 

Rentable Area of the Additional Space including load factor:

 

 

 

The term of the Lease for the Original Premises shall be extended under the same terms, covenants and conditions contained in the Original Lease, except to the extent specifically modified by this Agreement, so that the term of the Lease shall expire on such earlier date upon which the term of the Lease shall expire, be canceled or terminated pursuant to any of the conditions or covenants of the Lease or pursuant to law.

 

 

 

The Additional Space shall be added to the Original Premises under all the applicable terms and conditions of the Original Lease, except as modified herein, for a term (the “Additional Space Term”) which shall commence on the date (the “A.S. Commencement Date”) which shall be the earlier of:

 

(a)           The date upon which Landlord delivers the Additional Space to Tenant with Landlord’s Work (as hereinafter defined) substantially completed; or

 

(b)           The date Tenant or anyone claiming by, under or through Tenant first shall occupy any part of the Additional Space for the conduct of Tenant’s business, (The “Premises,” as such termed is defined in the Original Lease, shall consist of the Additional Space and the Original Premises from and after the A.S. Commencement Date).

 

 

 

 

 

 

 

 

(a)           The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same in the Building, and is fully familiar with the physical condition thereof and, unless otherwise agreed by the parties, Tenant agrees to accept the Original Premises as of the A.S. Commencement Date in its then “as is” condition, exclusive of any latent defects, which Landlord shall be responsible for repairing in accordance with the terms of the Original Lease. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant.

 

(b)           Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date, exclusive of any latent defects, which Landlord shall be responsible for repairing in accordance with the terms of the Original Lease, and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Section 3, or in accordance with Landlord’s Work Letter attached hereto and further described in Section 3.02.

 

Section 3.02 “To Be Built” Space. Landlord, at Landlord's sole expense, shall construct the shell of the Office Building, that is known as the “To Be Built” space, wherein the Premises is to be located on the second floor, making up 13,835 useable square feet of space, and otherwise perform the work described in Exhibit “B” attached hereto ("Landlord's Work"), at Landlord's expense, and shall complete such work in complete and Turnkey Condition. Landlord shall obtain all certificates and approvals necessary with respect to Landlord's Work, and shall construct the Office Building to be LEED Certified. Acceptance of possession of the Premises by Tenant shall be conclusive evidence that Landlord's Work has been fully performed in the manner required, subject to Punch List Items. Any items of Landlord's Work that are not completed as of delivery of the Premises shall be identified by Tenant on a Punch List submitted to Landlord within fifteen (15) business days after such delivery, or as soon as possible thereafter and Landlord shall thereafter complete the same within thirty (30) days. Any items of Landlord's Work that are not timely identified on such a Punch List shall be deemed completed to the extent that they are capable of detection as of delivery of the Premises. All work other than Landlord's Work to be carried out and completed in the Premises is the responsibility of Tenant (collectively, "Tenant's Work"). Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. Landlord shall be responsible for repairing any latent defects located in the “To Be Built” space during the Term.

 

 

 

 

Landlord shall provide to Tenant a space plan for Tenant’s approval. Tenant shall have ten (10) days from the receipt of such space plan to approve the same or notify Landlord in writing of any changes Tenant desires to make. Failure to notify Landlord within those ten (10) days, will be deemed approval of the space plan. Landlord shall have a reasonable time in which to make agreed upon changes; thereby notifying Tenant of completion of said changes. Tenant shall then have five (5) days from receipt of the final space plan, to approve the same. Failure to notify Landlord of any issues with the final space plan shall be deemed approval of the final space plan.

 

Tenant shall have design drawings, architect drawings, and permits approved and completed by no later than August 1, 2019, so that construction may promptly begin thereafter. Any changes delaying the same, shall be agreed to in writing by both parties. Delays caused solely by Tenant’s failure to meet the August 1, 2019 deadline (which, for avoidance of doubt, shall not include any delays described in Article XVII in the Original Lease), that are not agreed to in writing, shall not affect the commencement of rent provided for under Section 4.01; provided, however, that Tenant shall be entitled to one (1) day of abated Rent set forth in Section 4.01 and any Additional Rent attributable to the “To Be Built” space, for each day that Tenant’s possession of or conducting business in the “To Be Built” space is delayed as a result of delays caused solely by Landlord (which, for avoidance of doubt, shall not include any delays described in Article XVII in the Original Lease).

 

Section 3.03 Current “Built Space.” Tenant agrees to move into the current “Built Space” known as Evolve Pilates, Suite 220, making up 2,633 of useable square feet of the second floor, which includes the common area corridor as designated in the attached Exhibit “A” space plan, contingent upon the current tenant of the “Built Space” first vacating such “Built Space.” Other than agreed upon changes, as reflected in final space plan, Landlord shall make no improvements or changes to the Built Space, and Tenant agrees to take the space “as is”, exclusive of any latent defects, which Landlord shall be responsible for repairing during the Term. Any provisions otherwise should be addressed by Tenant pursuant to provision 3.05 below. Notwithstanding anything contained in this Agreement to the contrary, in the event Tenant is unable to conduct its business in the “Built Space” as a result of Landlord’s Work or other construction or improvements relating to the “To Be Built” space, the parties agree that Tenant shall be entitled to one (1) day of abated Rent attributable to the “Built Space,” including the Rent set forth in Section 4.02 and any Additional Rent attributable to the “Built Space,” for each day that Tenant is unable to conduct its business in such “Built Space” as a result of such Landlord’s Work, construction or improvements. Should Landlord and Tenant agree in writing that construction may temporarily interfere with Tenant’s use of the “Built Space”, prior to the commencement of such construction then the above provision regarding abated Rent, shall not apply.

 

Section 3.04 Tenant Improvement Construction. Landlord and Tenant mutually agree that Landlord shall remove part of the existing corridor and construct a wall within the remaining corridor, as indicated in Exhibit “A”. The wall which Landlord shall construct, shall be temporary for the limited purpose to allow Tenant to begin accessing the current “Built Space” with limited to no interruption, while construction on the “To Be Built” space continues.

 

Landlord and Tenant agree that in the final phase of construction on the “To Be Built” space, that Landlord shall remove this temporary wall. Additionally, Landlord agrees to construct doorways as necessary to combine the “Built Space” and “To Be Built” spaces as Tenant may need. Landlord also agrees to convert the existing wall in Room #1 facing the corridor, of the current existing Evolve space, marked on Exhibit “A”, into a glass wall of similar design, materials, cost and finishes as Tenant has in its current third floor space conference room.

 

 

 

Landlord agrees to deliver the “To Be Built” space in turnkey condition per Tenant’s construction guidelines and specifications, as well as the agreed to changes to the “Built Space” as provided above, up to a $88.33/square foot budget. Tenant will work with Landlord to develop plans, specifications, and pricing based on similar finishes to Tenant’s existing office space, including the number of square footage of offices and kitchens and the overall quality and style of finishes, as compared to Tenant’s existing space. If the build out cost is less than $88.33/square foot, any savings will go to Landlord. Because Landlord anticipates that the total cost of the build out will not exceed $88.33/square foot, Landlord shall be responsible for the costs associated with the build out in excess of this budgeted amount. Notwithstanding the preceding sentence, any changes or improvements that are made by Landlord to the Additional Space during the buildout of such space as contemplated by this Section that are (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord (such consent not to be unreasonably withheld, conditioned or delayed), and (c) made by Landlord, or its agents, and (d) that cause such buildout to exceed the agreed to budget, shall be the sole financial responsibility of Tenant.

 

Section 3.05 Changes to Landlord’s Work. Prior to the completion of the Landlord’s Work, any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord (such consent not to be unreasonably withheld, conditioned or delayed), and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord (such consent not to be unreasonably withheld, conditioned or delayed), and (c) made by Landlord, shall be paid for by Tenant promptly when billed at cost. For clarification purposes, this section applies to additions or changes requested by Tenant, after the budget provided for in Section 3.04 has been exhausted. In the event of the failure of Tenant to pay for said changes or additions, Landlord at its option may consider the cost thereof, plus the above percentages, as Additional Rent payable by Tenant and collectible as such hereunder, as part of the rent for the next ensuing months.

 

Section 3.06 Landlord Liability. If Landlord shall be unable to give possession of the Additional Space on or before A.S. Commencement Date because of the retention of possession of any occupant thereof, alteration or construction work, or for any other reason, Landlord shall not be subject to any liability for such failure. In such event, this Agreement shall stay in full force and effect, without extension of the Additional Space Term. However, the Rent payable hereunder with respect to the Additional Space shall not commence until the Additional Space is available for occupancy by Tenant.

 

Section 3.07 “Punch List Items”. Landlord’s Work shall be deemed to be substantially completed notwithstanding that (i) minor or non-material details of construction, mechanical adjustment or decoration remain to be performed which do not materially interfere with Tenant’s use of the Additional Space for the conduct of Tenant’s business (collectively, the “Punch List Items”) or (ii) a portion of Landlord’s Work is incomplete because construction scheduling requires that such work be done after incomplete finishing or after other work to be done by or on behalf of Tenant is completed, provided that Tenant may use the Additional Space for its intended purpose hereunder without material interference as a result of such incomplete work. Landlord hereby agrees that within thirty (30) days after Landlord’s receipt of a written notice from Tenant identifying any purported Punch List Items that require Landlord’s completion, Landlord shall complete said Punch List Items.

 

 

 

 

Section 4.01 Rent for “To Be Built Space”. Rent shall be paid on the “To Be Built Space” of the second floor according to the rental chart below. Rent will commence on this space upon the earlier of a) Tenant conducting business in the space, b) Tenant taking possession of space, c) Landlord providing notice that the space is ready and available for immediate possession, or d) July 1, 2020; provided, however, that unless Tenant elects to conduct business in the space or takes possession of the space pursuant to a) or b) above, that, in no event shall the rental obligations of the “To Be Built” space commence earlier than ten (10) months after the commencement of Tenant’s obligation to pay rent on the “Built Space” as provided in Section 4.02 below.

 

 

 

Section 4.02 Rent for “Built Space”.  Rent shall commence on the current “Built Space” known as Evolve Pilates, Suite 220, including common area and corridor, pursuant to the rental chart below, upon the earlier of a) Tenant conducting business in the space, b) Tenant taking possession of space, c) Landlord providing notice that the space is ready and available for immediate possession, or d) September 1, 2019.

Section 4.03 Gross Rent. In addition to the payment of Rent as hereinabove provided, Tenant shall pay Additional Rent for the Additional Space effective as of the A.S. Commencement Date in accordance with all applicable provisions of the Original Lease as the same applies to the Original Premises; provided however, that as of the A.S. Commencement Date, for purposes of the Lease, the phrase “24,288 useable square feet” shall be increased by “16,468 useable square feet”, so that the total useable square footage of the Premises shall be deemed to be “40,756 useable square feet” and “44,658 rentable square feet”, which includes a 9% load factor for the Additional Space. The gross rent for the total square footage of the 2nd, 3rd, and 4th floors shall be payable in the amount and pursuant to the Rent Schedule as provided for in the Acknowledgment of Lease Terms, attached hereto as Exhibit “C”. Payment of the amount indicated in the Acknowledgment of Lease Terms shall commence on the date the Acknowledgment of Lease Terms is executed by Landlord and Tenant.

 

 

 

Section 4.04 Upon execution of this Agreement, Tenant shall deposit with Landlord the sum of twenty-five thousand dollars ($25,000.00) as additional security for the performance of Tenant’s obligations accruing under the Lease, as modified by this Agreement (the “Additional Space Security”). The Additional Space Security shall be held and applied by Landlord at Landlord’s discretion should Tenant not perform Tenant’s obligations accruing under this Agreement and the Lease. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Additional Space Security, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of the Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within sixty (60) days after the expiration or earlier termination of this Lease.

 

 

 

     Section 5.01 Utilities/Landlord Services

 

(b)           Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall Rent be abated by reason of, (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (ii) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord or by the making of necessary repairs or improvements to the Premises or to the Office Building, or (iii) the limitation, curtailment, rationing or restrictions on use of water, electricity, gas or any other form of energy serving the Premises or the Office Building not caused by Landlord. Landlord shall use best efforts to promptly remedy any interruption in the furnishing of such services.

 

 

 

 

In addition to the parking provided to Tenant in the Original Lease under Section 6.4, Landlord agrees to provide Tenant with five (5) additional reserved parking spaces in the existing Surface Lot that is located within the area identified as P-1 Facility under the Lease, and marked on the Parking Lot Map attached hereto as Exhibit “D”. Additionally, for clarification purposes under the Original Lease, the non-reserved spots in the Surface Lot are on a first come first serve basis and the P-2 Facility is the primary parking for overflow.

 

 

 

 

 

 

Should SharpSpring, Inc. (the “Parent”) company of Tenant, cease to be a publicly held company, defined by the SEC as a corporation, the outstanding voting stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, Tenant shall be required to provide certain financial reports to Landlord of the Parent and its subsidiaries upon the request of Landlord. Should Landlord request it, Tenant shall provide within 180 days after the close of each fiscal year of the Parent, the consolidated balance sheets of the Parent and its subsidiaries as at the end of such fiscal year and the related consolidated statements of operations and changes in shareholders equity and of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and audited by independent certified public accountants, to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Parent and its subsidiaries on a consolidated basis in accordance with GAAP. Failure to have such authorization upon execution of this Agreement will be considered a material breach, and the Lease and this Agreement considered in default.

 

 

 

 

Tenant shall have the right to install, at Tenant's sole cost and expense, an illuminated logo on the monument sign located on the exterior of the Office Building. The design of the signage in the foregoing sentence shall be subject to Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed. The right granted to Tenant by this Article IX shall be in addition to, and not in lieu of, any rights Tenant has to install signage on or in the Building or the Premises contained in the Original Lease.

 

 

 

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

 

 

 

 

 

The Lease, as modified by this Agreement, represents the entire understanding between the parties with regard to the matters addressed herein and may only be modified by written agreement executed by all parties hereto. All prior understandings or representations between the parties hereto, oral or written, with regard to the matters addressed herein, other than the Lease, are hereby merged herein. Tenant acknowledges that neither Landlord nor any representative or agent of Landlord has made any representation or warranty, express or implied, as to the physical condition, state of repair, layout, footage or use of the Additional Space or any matter or thing affecting or relating to the Additional Space except as specifically set forth in this Agreement. Tenant has not been induced by and has not relied upon any statement, representation or agreement, whether express or implied, not specifically set forth in this Agreement. Landlord shall not be liable or bound in any manner by any oral or written statement, broker’s “set-up,” representation, agreement or information pertaining to the Additional Space or this Agreement furnished by any real estate broker, agent, servant, employee or other person, unless specifically set forth herein, and no rights are or shall be acquired by Tenant by implication or otherwise unless expressly set forth herein.

 

 

 

 

This Agreement shall not be binding upon Landlord and Tenant until executed and delivered by both Landlord and Tenant.

 

 

 

The parties acknowledge and agree that, except as otherwise specifically stated herein, the Original Lease has not been modified and remains in full force and effect, Landlord has not waived any requirement of the Original Lease, neither party is in breach of the Original Lease and neither party has a claim for any failure of the other party to perform its obligations under the Original Lease.

 

 

 

Each party represents to the other that such party has had no dealings or negotiations with any broker or agent in connection with the consummation of this Agreement other than Front Street Commercial Real Estate Group (the “Broker”) and each party covenants and agrees to defend, hold harmless and indemnify the other from and against any and all cost, expense (including reasonable attorneys’ fees) or liability resulting from the inaccuracy of the foregoing representation by the applicable party. Landlord shall pay commissions due the Broker in connection with this Agreement, if any, pursuant to the terms of separate agreements between Landlord and Broker.

 

 

 

Section 13.01 Miscellaneous Provisions.

 

 

 

 

 

 

 

 

 

 

 

 

Name: Svein Dyrkolbotn

Title:  Manager

             Name: Brad Stanczack

             Title: CFO  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Landlord is to provide the following scope of work to, at, or near the Tenant space, The scope of work includes both the Base Building and Landlord Build-out of Tenant space as required by the Lease, and/or building code. Items which are not specifically mentioned below shall be provided by Tenant at Tenant's sole expense.

 

 

 

 

 

 

 

 

As Tenant, SharpSpring Technologies, Inc., and Landlord, Celebration Pointe Office Partners II, LLC, to the Lease Agreement dated April 18, 2018, and Lease Addendum for Additional Space dated _____________________, 2019, we acknowledge the following:

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Acknowledgment as of _______ day of ___________________, 20_____.