Agenda - 01-24-2012 - 5k - Laserfiche WebLink

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13 right to demand exact compliance with the material terms hereof. All rights, powers and privileges conferred hereunder upon parties hereto shall be cumulative and not restrictive of those given by law. (c) Time is of the essence in this Lease. (d) This Lease constitutes the sole and entire agreement among the parties hereto and no modification of this Lease shall be binding unless in writing and signed by all parties hereto. (e) Each signatory to this Lease represents and warrants that he or she has full authority to sign this Lease and such instruments as may be necessary to effectuate any transaction contemplated by this Lease on behalf of the party for whom he or she signs and that his or her signature binds such party. (f) Upon request by either Landlord or Tenant, the parties hereto shall execute a short form lease (memorandum of lease) in recordable form, setting forth such provisions hereof (other than the amount of annual rental and other sums due) as either party may wish to incorporate. The cost of recording such memorandum of lease shall be borne by the party requesting execution of same. CONDTTIONS PRECEDENT 30. The parties acknowledge and agree that this Lease shall be valid and enforceable only ifi (a) This Lease is formally approved by the Orange County Board of Commissioners and the Local Government Commission, assuming such approvals are required by law. If either body refuses, for any reason, to formally approve this Lease, it shall be null and void and without legal effect, and Tenant shall have no obligation to make rent payments hereunder, and (b) Landlord obtains a certificate of occupancy for the Premises (excluding any Tenant upfits) by August 1, 2013, at the latest; and (c) Landlord provides Tenant with the final terms and specifications for the construction project and either (i) Tenant determines that the Premises will, if built in accordance with said plans and specifications, adequately meet its needs or (ii) Tenant provides written notice to Landlord, within thirty (30) days of its receipt of the final plans and specifications, that the Premises, if built in accordance with said plans and plans and specifications, will not adequately meets it needs, and Landlord corrects any deficiencies in said plans and specifications before the Lease Commencement Date. Provided, however, that this Lease shall not be contingent upon Landlord's alteration of any aspects of.its final plans and specifications if (i)Tenant previously notified Landlord in writing that the same plans and specifications, before being finalized, would adequately meet its needs or (ii) Tenant previously notified Landlord in writing that the non-finalized plans and specifications would adequately meet its needs and any changes reflected in the final plans and specifications aze non-material. The parties agree that as of October 26, 2011, Tenant has not yet given written notice that the finalized ornon-finalized plans and specifications will adequately meet its need; and (d) Landlord gives Tenant the opportunity to inspect the Premises within fifteen (15) days after final completion of the construction prof ect and either (i) Tenant determines that the Premises (excluding Tenant's upfits) were constructed in substantial compliance with the final terms and specifications or (ii) Tenant provides written notice to Landlord, within five (5) days after the inspection, that the Premises (excluding Tenant's upfits) were not constructed in substantial performance with the final terms and specifications and Landlord cures any substantial defects identified in said written notice before the Lease Commencement Date; and (e) Tenant has been given the opporttwity to inspect the Premises within fifteen (15) business days after substantial completion of the Shell Space of the Property and to provide Landlord, within five (5) business days after the inspection, with written notice of any construction or design defects in the Shell Space that would render the Premises unsafe for the Permitted Uses, and Landlord has cured any such defects before the Lease Commencement Date. TERD'IIl~TATION 31. In addition to and without limiting any other rights or remedies described herein, Tenant shall have the right to terminate this Lease without incurring any liability to Landlord (for rent or otherwise) upon an event ofnon-appropriation. For purposes of this Lease, an event ofnon-appropriation means that Tenant has not been appropriated funds to fulfill its lease obligations in a subsequent fiscal year. If an event ofnon-appropriation occurs, Tenant shall notify Landlord in writing, and this Lease shall terminate effective the last day of the then-current fiscal yeaz. For purposes of this Lease, the relevant fiscal year shall begin on July 1 and end on June 30 of each calendar yeaz. If Tenant terminates because of an event ofnon-appropriation, Tenant shall be liable for any rent otherwise