1
EXHIBIT 10.14
OFFICE BUILDING LEASE AGREEMENT
BRICKELL BAYVIEW CENTRE
LANDLORD: DORAL PARK JOINT VENTURE, A FLORIDA JOINT VENTURE,
LENNAR MORTGAGE HOLDINGS CORPORATION, A FLORIDA
CORPORATION,
LNR/CREC BRICKELL BAYVIEW LIMITED PARTNERSHIP,
A FLORIDA LIMITED PARTNERSHIP, AND
UNIVERSAL AMERICAN REALTY CORPORATION, A DELAWARE
CORPORATION, AS TENANTS-IN-COMMON
TENANT: CONTINUCARE PROPERTY CORP., A FLORIDA CORPORATION
DATED: JULY 28, 1999
2
TABLE OF CONTENTS
PAGE NO.
--------
1. Definitions and Basic Provisions.........................................................................1
2. Lease Grant..............................................................................................4
3. Rent.....................................................................................................4
4. Landlord's Obligations...................................................................................6
5. Reimbursement for Operating Costs........................................................................8
6. Permitted Use...........................................................................................11
7. Tenant's Repairs and Alterations........................................................................12
8. Subletting and Assigning................................................................................13
9. Indemnity...............................................................................................14
10. Subordination and Mortgagee's Right to Cure Landlord's Defaults.........................................15
11. Rules and Regulations...................................................................................15
12. Inspection..............................................................................................15
13. Condemnation............................................................................................15
14. Casualty................................................................................................16
15. Holding Over............................................................................................16
16. Taxes on Tenant's Property..............................................................................16
17. Events of Default.......................................................................................17
18. Remedies................................................................................................17
19. Attorneys'Fees..........................................................................................19
20. Liens...................................................................................................19
21. Waiver of Subrogation...................................................................................20
22. Tenant's Insurance......................................................................................20
23. Brokerage...............................................................................................21
24. Building Name...........................................................................................21
25. Estoppel Certificates...................................................................................22
26. Notices.................................................................................................22
27. Force Majeure...........................................................................................22
28. Severability............................................................................................22
29. Amendments; Binding Effect..............................................................................22
30. Quiet Enjoyment.........................................................................................23
31. Gender..................................................................................................23
32. Joint and Several Liability.............................................................................23
33. Captions................................................................................................23
34. Exhibits and Attachments................................................................................23
35. No Joint Venture........................................................................................23
36. Time of the Essence.....................................................................................23
37. Evidence of Authority...................................................................................23
38. Governing Law...........................................................................................23
39. Entire Agreement........................................................................................23
i
3
PAGE NO.
--------
40. Exculpation..........................................................................................24
41. Covenants are Independent............................................................................24
42. Right to Relocate....................................................................................24
43. Hazardous Materials..................................................................................24
44. Interpretation.......................................................................................25
45. No Recordation of Lease..............................................................................26
Special Provisions............................................................................................26
EXHIBIT "A"..............................................................................Description of Property
EXHIBIT "A-1"................................................................................Outline of Premises
EXHIBIT "B"...........................................................................Memorandum Confirming Term
EXHIBIT "C"................................................................................Rules and Regulations
EXHIBIT "D"...................................................................................Special Provisions
EXHIBIT "E"..........................................................................................Work Letter
EXHIBIT "F"...................................................................................Corporate Guaranty
ii
4
OFFICE BUILDING LEASE AGREEMENT
This Office Building Lease Agreement (the "Lease") is entered into as
of the 28th day of July, 1999, by and between DORAL PARK JOINT VENTURE, a
Florida joint venture, as tenant in common as to an undivided 60.2% interest,
LENNAR MORTGAGE HOLDINGS CORPORATION, a Florida corporation, as tenant in common
as to an undivided 17.1% interest, LNR/CREC BRICKELL BAYVIEW LIMITED
PARTNERSHIP, a Florida limited partnership, as tenant in common as to an
undivided 5% interest, and UNIVERSAL AMERICAN REALTY CORPORATION, a Delaware
corporation, as tenant in common as to an undivided 17.7% interest,
(collectively the "Landlord"), and CONTINUCARE PROPERTY CORP., a Florida
corporation ("Tenant").
W I T N E S S E T H:
1. DEFINITIONS AND BASIC PROVISIONS. Certain definitions and provisions
(the "Basic Lease Information") of this Lease are:
1.1 Lease Date: July 28, 1999
1.2 Tenant: CONTINUCARE PROPERTY CORP., a Florida
corporation
1.3 Tenant's Address: Xxxxx 0000
00 Xxxxxxxxx 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Contact: Xxxxxx Xxxxxx, Associate General Counsel
Telephone: (000) 000-0000
1.4 Landlord: DORAL PARK JOINT VENTURE, a Florida
joint venture, as tenant in common as to
an undivided 60.2% interest, LENNAR
MORTGAGE HOLDINGS CORPORATION, a Florida
corporation, as tenant in common as to
an undivided 17.1% interest, LNR/CREC
BRICKELL BAY VIEW LIMITED PARTNERSHIP, a
Florida limited partnership, as tenant
in common as to an undivided 5%
interest, and UNIVERSAL AMERICAN REALTY
CORPORATION, a Delaware corporation, as
tenant in common as to an undivided
17.7% interest
5
1.5 Landlord's Address: c/o Continental Real Estate Companies
Commercial Properties Corp.
Suite 2801-A
00 Xxxxxxxxx 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Managing Agent
with a copy to: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxx & Associates, PC
Centennial Tower
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
1.6 Premises: Suite No. 2300, totaling 10,167 rentable square feet, in
the office building located at 00 Xxxxxxxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000
(the "Building"), known as Brickell BayView Centre. The Building and the land
upon which it is situated, which land is more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference, are herein sometimes
collectively called the "Project".
1.7 Lease Term: The period commencing on August 23, 1999, or the
earlier date Tenant occupies the Premises (the "Commencement Date"), and
continuing for sixty (60) months thereafter. If the Commencement Date is a date
other than the first day of a month, the Lease Term shall consist of said number
of months in addition to the remainder of the month in which the Commencement
Date occurs.
1.8 Base Rent:
RATE PER MONTHLY ANNUAL
PERIOD SQUARE FOOT BASE RATE BASE RATE
------ ----------- --------- ---------
Months 1 - 12 $ 18.00 $ 15,250.50 $ 183,006.00
Months 13 - 24 $ 18.63 $ 15,784.27 $ 189,411.21
Months 25 - 36 $ 19.28 $ 16,334.98 $ 196,019.76
Months 37 - 48 $ 19.95 $ 16,902.64 $ 202,831.65
Months 49 - 60 $ 20.65 $ 17,495.71 $ 209,948.55
1.9 Security Deposit: $15,250.50. Simultaneously with the execution of
the Lease, Tenant shall deposit with Landlord an irrevocable Letter of Credit in
the amount of $150,000 as security for the faithful performance and observance
by Tenant of the terms, provisions, covenants and conditions of the Lease.
Provided that Tenant is not in default hereunder, the amount of the Letter of
Credit shall decline by $30,000 on the last day of the first Lease Year, $30,000
on the last day of the second Lease Year, $30,000 on the last day of the third
Lease Year and $30,000 on the last day of the fourth Lease Year. The irrevocable
Letter of Credit provided for under this section shall be a "clean" Letter of
Credit, require no documents, and shall be in form, scope and substance
satisfactory to Landlord and be issued by Bank Atlantic or any local bank agreed
upon by Landlord. The Letter of Credit shall be in compliance with all
applicable laws and regulations, including, without limitation, applicable
regulations of the Comptroller of the currency. Said Letter of Credit shall be
2
6
for the term of the Lease. It is agreed that in the event Tenant defaults in the
performance of any of the terms, provisions, covenants and conditions of the
Lease, including but not limited to, the payment of rent and additional rent,
subject to any applicable grace or cure periods, Landlord shall have the right
but shall not be required to, from time to time, without prejudice to any other
remedy Landlord may have on account thereof, to present the Letter of Credit for
payment and to retain the proceeds as security in the event of an occurrence as
stated above, to use, apply or retain the whole or any part of the proceeds to
the extent required for the payment of any rent or additional rent or any other
sum as to which Tenant is in default or for any sum which Landlord may expend or
may be required to expend by reason of Tenant's default in the performance of
any of the terms, provisions, covenants and conditions of the Lease, including
but not limited to, any damages or deficiency in the reletting of the demised
premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Landlord after a demand by Landlord. Tenant
shall within five (5) days replenish any funds so used, applied or retained by
Landlord provided that (i) Landlord provides Tenant with an accounting of the
funds used, applied or retained by Landlord, and (ii) Landlord releases any
unused funds to the Tenant so that those funds may be converted into the
appropriately funded letter of credit. If Landlord presents the Letter of Credit
for payment, no interest shall be payable to Tenants on the proceeds. In the
event that Tenant shall fully and faithfully comply with all of the terms,
provision, covenants and conditions of the Lease, the Letter of Credit shall be
returned to Tenant after the date fixed as the end of the term of the Lease,
delivery of possession of the Premises to Landlord in the condition required by
the Lease and the payment of all obligations set forth in the Lease. In the
event of a sale of the land and Building or leasing of the Building or of the
land and Buildings, Landlord shall have the right to transfer the security to
the vendee or lessee and Landlord shall thereupon be released by Tenant from all
liability for the return of such security; and Tenant agrees to look solely to
the new Landlord for the return of said security; and it is agreed that the
provision hereof shall apply to every transfer or assignment made of the
security to a new landlord. Tenant further covenants that it shall not assign or
encumber or attempt to assign or encumber the Letter of Credit deposited herein
(or the proceeds thereof) as security that neither Landlord nor its successors
or assigns shall be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance.
1.10 Tenant's Share: The percentage that expresses the ratio between
the number of rentable square feet comprising the Premises (10,167), and the
number of rentable square feet of the Building (286,341), which, for the
purposes of the Lease, shall be 3.55%. In determining the number of rentable
square feet comprising the Premises, the number of usable square feet therein
was multiplied by 1.15.
1.11 Permitted Use: General office premises including physician
practice management and home health care.
1.12 Lease Year: The period of twelve (12) months or less commencing
with the Commencement Date and ending at midnight on the following December 31,
each successive period of twelve (12) months thereafter during the Lease Term,
and the final period of twelve (12) months or less commencing on January 1 of
3
7
the year in which the Lease Term expires. During any Lease Year within the Lease
Term that is less than twelve (12) full months, any amount to be paid for such
period shall be prorated, based on the actual number of months and the actual
number of days of any partial month.
1.13 Number of Parking Spaces: 1.7 spaces per 1,000 square feet of
rentable space. The Initial Rate for all spaces shall be $65.00 per space per
month, subject to periodic increases, not to exceed 3.5% per annum. Subject to
availability, Tenant shall have the right to lease additional spaces in the
Building's parking garage at the same monthly rate, on a month-to-month basis.
2. LEASE GRANT.
2.1 In consideration of the Rent (as hereinafter defined) to be paid
and the other covenants and agreements to be performed by Tenant, Landlord does
hereby lease, demise and let unto Tenant the Premises, shown on the plan
attached hereto as EXHIBIT "A-1" and incorporated herein by reference,
commencing on the Commencement Date and ending on the last day of the Lease
Term, unless sooner terminated as herein provided. No easement for light, air or
view is granted, given or implied herein.
2.2 If this Lease is executed before the Premises become vacant, or
otherwise available for occupancy, or if any tenant or occupant of the Premises
holds over, and Landlord cannot acquire possession of the Premises prior to the
Commencement Date, or if Landlord, for any reason whatsoever, cannot deliver
possession of the Premises to Tenant, on the scheduled Commencement Date, this
Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for
any loss or damage resulting therefrom, and Tenant shall accept possession of
the Premises when Landlord is able to tender the same, and such date on which
Landlord tenders possession of the Premises shall be the Commencement Date of
the Lease. If Landlord shall be delayed in substantially completing the Premises
as a result of (i) Tenant's request for materials other than Landlord's
standard, or (ii) Tenant's changes in the approved plans, or (iii) Delays in
performance of work by a person, firm or corporation employed by Tenant
(collectively, "Tenant's Delay"), the scheduled Commencement Date shall not be
postponed, and the Lease Term and Tenant's obligation to pay Base Rent and
Additional Rent (as hereinafter defined) shall commence as of the scheduled
Commencement Date. The taking of possession of all or any portion of the
Premises shall be deemed proof that Tenant has accepted the same as suitable for
the purposes herein intended and has acknowledged that the same comply with
Landlord's obligations. Within ten (10) days after request of Landlord, if
Landlord makes such a request, Tenant shall give Landlord a document confirming
the Commencement Date, and certifying that Tenant has accepted delivery of the
Premises and that the condition of the Premises complies with Landlord's
obligations hereunder. Such document shall be in the form attached hereto as
EXHIBIT "B" and incorporated herein by reference. Tenant's failure to execute
and return said document within the aforesaid ten (10) day period shall
constitute an acceptance of the document as delivered by Landlord.
3. RENT.
3.1 Tenant agrees to pay to Landlord in advance on or before the first
day of each month the Base Rent, subject to adjustment as hereinafter provided,
without deduction or set off, for each month of the entire Lease Term, at the
Landlord's address as set forth herein. ONE SUCH MONTHLY INSTALLMENT TOGETHER
4
8
WITH THE LETTER OF CREDIT AND SECURITY DEPOSIT SHALL BE DUE AND PAYABLE BY
TENANT TO LANDLORD UPON EXECUTION OF THIS LEASE, and a like monthly installment
shall be due and payable without demand on or before the first day of each
calendar month succeeding the Commencement Date during the Lease Term. Base Rent
for any period of less than a full month shall be prorated, based on the actual
number of days in the partial month this Lease is in effect.
3.2 In addition to and along with the monthly installments of Base Rent
pursuant to Subsection 3.1 hereof, Tenant shall pay to Landlord an amount equal
to the sum of all taxes on Rent directly or indirectly imposed by any government
entity (the "Rent Tax") as Additional Rent.
3.3 If any installment of the Base Rent, or any other sums owed by
Tenant to Landlord under this Lease, is not received within five (5) days after
the due date thereof, without implying Landlord's consent to such late payment,
or if Landlord pays a sum on behalf of or for Tenant (which Landlord may do in
Landlord's sole and absolute discretion), and Landlord is not repaid such sum
within ten (10) days after demand therefor is made, Tenant, to the extent
permitted by law, agrees to pay, in addition to said installment of the Base
Rent or such other sum owed, a late payment charge equal to five percent (5%) of
the installment of Base Rent or such other sum owed for the first late payment
in any Lease Year, and ten percent (10%) of the installment of the Base Rent or
such other sums owned for any additional late payment in any Lease Year. Said
late payment charge shall constitute liquidated damages and shall be for the
purpose of reimbursing Landlord for additional costs and expenses which Landlord
expects to incur in connection with the handling and processing of late
installment payments of the Base Rent and such other sums owed by Tenant to
Landlord hereunder. If there is a late payment by Tenant, the damages resulting
to Landlord will be difficult to ascertain precisely, and the foregoing charge
constitutes a reasonable and good faith estimate by the parties of the extent of
such damages and does not constitute interest. Notwithstanding the foregoing,
such late charges shall not apply to any sums which may have been advanced by
Landlord to or for the benefit of Tenant pursuant to this Lease. If any check
delivered to Landlord by Tenant in payment of Base Rent or Additional Rent is
not honored by the financial institution upon which such check was drawn and is
returned to Landlord for any reason whatsoever, Landlord may impose, as
Additional Rent, a returned check service charge of $15.00 or five percent (5%)
of the amount of such returned check, whichever is greater, each time a check is
not honored and returned to Landlord. Such returned check service charge shall
be in addition to and not in lieu of any late payment charge. If any two (2)
checks delivered to Landlord by Tenant during the Lease Term in payment of Base
Rent or Additional Rent are not honored by the financial institution upon which
such checks were drawn are returned to Landlord for any reason whatsoever,
Landlord may require, upon written notice to Tenant, that any and all subsequent
payments of Base Rent or Additional Rent be made by either cash, money order or
cashier's check for the balance of the Lease Term.
3.4 The Security Deposit shall be held by Landlord as security for the
performance by Tenant of Tenant's covenants and obligations under this Lease.
Such deposit shall not be considered an advance payment of Rent or a measure of
Landlord's damages in a default by Tenant. No interest or other such return
shall be paid on said Security Deposit. Upon any event of default by Tenant,
Landlord may (but shall not be obligated to), without prejudice to any other
remedy, use the Security Deposit to the extent necessary to fund any arrearage
5
9
of Rent and any other damage, injury, expense or liability caused to Landlord by
such event of default. Following such application of the Security Deposit,
Tenant shall pay to Landlord on demand the amount so applied to restore the
Security Deposit to its original amount. If there is not then an event of
default, any remaining balance of the Security Deposit shall be returned by
Landlord to Tenant upon termination of this Lease. If, after the expiration or
earlier termination of the Lease, and after Tenant has vacated the Leased
Premises, such Leased Premises require work to repair any damage in the Leased
Premises (beyond reasonable and ordinary wear and tear), Landlord reserves the
right to apply all or a portion of the Security Deposit to such costs necessary
to repair the Leased Premises. If Landlord transfers its interest in the
Premises during the Lease Term, Landlord may assign the Security Deposit to the
transferee and thereafter shall have no further liability for the return of the
Security Deposit. The Security Deposit may be co-mingled or combined with other
accounts or funds of Landlord.
3.5 All sums other than Base Rent payable by Tenant to Landlord under
this Lease shall constitute "Additional Rent". Base Rent and Additional Rent are
herein referred to collectively as "Rent". All Rent due hereunder shall bear
interest from the due date until paid in full at a rate equal to the lesser of:
(a) the prime interest rate in effect from day to day at Bank of America/Nations
Bank of Florida, plus three (3) percentage points; or (b) the maximum legal rate
allowed by law (the "Default Rate"). If more than the maximum legal rate of
interest should ever be collected with regard to any sum due hereunder, said
excess amount shall be credited against future payments of Rent accruing
thereafter. If no such further Rent accrues hereunder, said excess sums shall be
promptly refunded by Landlord to Tenant upon demand by Tenant.
3.6 No payment by Tenant or receipt by Landlord of a lesser amount than
the correct Rent shall be deemed to be other than a payment on account, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment be deemed an accord and satisfaction. Landlord may accept such
check of payment without prejudice to Landlord's right to recover the balance or
to pursue any other remedy.
4. LANDLORD'S OBLIGATIONS.
4.1 Subject to the limitations hereinafter set forth, Landlord shall
furnish Tenant while occupying the Premises and while Tenant is not in default
under this Lease facilities to provide (a) water at those points of supply
provided for general use of tenants of the Building; (b) heat and air
conditioning in season, from 7:00 a.m. to 7:00 p.m. Monday through Friday and
from 9:00 a.m. to 1:00 p.m. on Saturdays, except for holidays, at temperatures
and amounts reasonably considered by Landlord to be standard, such service at
night and on Saturday afternoons, Sundays and holidays to be furnished only at
the written request of Tenant, who shall pay upon demand Landlord's actual
charges for such services; (c) janitorial services to the Premises on weekdays
other than holidays and window washing as may, in Landlord's judgment, be
reasonably required; and (d) elevators for ingress and egress to the floor on
which the Premises are located, in common with other tenants, provided that
Landlord may limit the number of elevators to be in operation at times other
than during customary business hours for the Building and on holidays. Landlord
also agrees to maintain the public and common areas (the "Common Facilities") of
6
10
the Building, such as lobbies, stairs, corridors and rest rooms, in reasonably
good order and condition, except for damage caused by Tenant, or its employees,
agents or invitees. If Tenant desires services specified in this Section at any
time other than times herein designated, such service shall be supplied to
Tenant only at the request of Tenant delivered to Landlord before 3:00 p.m. on
the date which is two (2) business days preceding such extra usage. Tenant shall
pay to Landlord as Additional Rent the cost of such service upon receipt of a
xxxx therefor.
4.2 Without additional cost to Tenant, Landlord shall provide standard
electric lighting and current for Tenant's use of the Premises and shall make
available electric lighting and current for the common areas of the Building in
the manner and to the extent deemed by Landlord to be standard. If Tenant's use
of electric current (a) exceeds 110 volt power, or (b) exceed that required for
routine lighting and operation of general office machines (such as typewriters,
dictating equipment, desk model adding machines and the like) which use 110 volt
electrical power, then the Tenant shall pay on demand the Landlord's actual cost
of any such excess. Without Landlord's prior consent, Tenant shall not install
any data processing or computer equipment in the Premises or any other equipment
which it shall require for its use other than the normal electrical current or
other utility service. Whenever heat generating machines or equipment (other
than general office machines described above) are used in the Premises by Tenant
which affect the temperature otherwise maintained by the air conditioning system
or otherwise overload any utility, Landlord shall have the right to install
supplemental air conditioning units or other supplemental equipment in the
Premises, and the Landlord's actual cost thereof, including without limitation,
the cost of installation, operation, use and maintenance, shall be paid by
Tenant to Landlord on demand. The rate charged by Landlord shall not exceed the
rate prevailing for Tenant as a user as established by the applicable rate
classification published from time to time by the local electric power company
or other utility supplier. The obligation of the Landlord to make available such
utilities shall be subject to the rules and regulations of the supplier of such
utilities and of any municipal or other governmental authority regulating the
business of providing such utility service. Tenant will be billed monthly for
such additional utility service and all such charges shall be considered due
upon delivery of such xxxx and be deemed Additional Rent due from Tenant.
4.3 Landlord shall not be liable or responsible to Tenant for loss,
damages or expense Tenant sustains or incurs if either the quantity or character
of any utility service is changed or is no longer available or is no longer
suitable for Tenant's requirements. Tenant covenants and agrees that its use of
electric current shall never exceed the capacity of existing feeders to the
Building or the risers or wiring installations. Any riser or risers or wiring
required or necessary to meet Tenant's excess electrical requirements upon
written request of Tenant will be installed by Landlord at the sole cost and
expense of Tenant (if, in Landlord's sole judgment, the same are necessary and
will not cause permanent damage or injury to the Building or the Premises or
cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations, repairs or expense or interfere with or disturb other
tenants. At any time when Landlord is making such additional utility service
available to the Premises, Landlord may, at its option, upon not less than
thirty (30) days' prior written notice to Tenant, discontinue the availability
of such additional utility service. If Landlord gives any such notice of
discontinuance, Landlord shall make all the necessary arrangements with the
7
11
public utility supplying the utilities to the Premises with respect to obtaining
such additional utility service to the Premises, but Tenant will contract
directly with such public utility for the supplying of such additional utility
service to the Premises).
4.4 Failure to any extent to make available, or any slow-down, stoppage
or interruption of, these defined services resulting from any cause (including,
but not limited to, Landlord's compliance with (a) any voluntary or similar
governmental or business guideline now or hereafter published or (b) any
requirements now or hereafter established by any governmental agency, board or
bureau having jurisdiction over the operation and maintenance of the Building)
shall not render Landlord liable for damages to person, property, or business,
nor be construed as an eviction of Tenant or work an abatement of Rent, nor
relieve Tenant from fulfillment of any covenant or agreement hereof. If any
equipment or machinery furnished by Landlord break down or for any cause cease
to function properly, Landlord shall use reasonable diligence to repair same
promptly, but Tenant shall have no claim for abatement of Rent or damages for
any interruptions in service occasioned thereby or resulting therefrom.
4.5 Tenant's obligations to pay Additional Rent pursuant to this
Article 4 shall continue to the actual date of expiration or termination of this
Lease. If as the result of Tenant's uncured breach of the Lease, or the
expiration of the Lease Term, Landlord terminates this Lease without waiving
Landlord's right to seek damages against Tenant, Tenant's obligation to pay any
and all Additional Rent pursuant to this Article 4 shall not terminate as a
result thereof.
4.6 Landlord may at any time remodel or alter the Building or the
Project, or change the location of any entrance thereto, or any other portion
thereof not occupied by Tenant, and the same shall not constitute a
constructive, actual, total or partial eviction.
5. REIMBURSEMENT FOR OPERATING COSTS.
5.1 Definitions: The definitions set forth in this Subsection 5.1 shall
be applied whenever any of the following terms are used in this Section 5.
5.1.1 Operating Costs: shall mean all costs paid by Landlord
or its representatives in connection with the ownership, management,
maintenance, operation, insuring, repairing, redecorating, cleaning and
securing of the Building (including the parking area(s)), as determined
by Landlord to be necessary or appropriate, including, without
limitation, all of the following costs:
5.1.1.1 All wages, salaries, commissions and related expenses
of all on-site and off-site agents, employees and contractors engaged
in the management, operation, maintenance, repair, redecoration ,
cleaning, and security of the Building, plus the costs of all
management, maintenance, and security offices in the Building.
5.1.1.2 All supplies and materials used and labor charges
incurred in the management, operation, maintenance, repair,
redecoration, cleaning and security of the Building.
5.1.1.3 All equipment purchased or leased for the performance
of Landlord's obligations hereunder.
8
12
5.1.1.4 All management, maintenance, cleaning,
security, promotional and other service agreements for the Building and
the equipment therein, including, without limitation, alarm service,
security service, window cleaning, and elevator and escalator
maintenance.
5.1.1.5 All accounting, legal and engineering fees
and expenses, including, without limitation, the cost of audits by
certified public accountants.
5.1.1.6 All insurance premiums, including, without
limitation, fire, casualty, extended coverage, public liability, rent
abatement, boiler, and worker's compensation insurance applicable to
the Building, Landlord's employees and Landlord's personal property
used in connection therewith.
5.1.1.7 All repair, restoration, and redecorating
(including painting, wallpapering and floor covering), maintaining and
repairing of the Building, structural or non-structural, including,
without limitation, the mechanical, electrical, heating, ventilating
and air conditioning equipment, landscape maintenance and the
replacement of trees and shrubbery.
5.1.1.8 All removing of trash, rubbish, garbage and
other refuse from the Building, as well as removal of ice and snow from
the sidewalks, driveways and parking lots.
5.1.1.9 All amortization of the cost of acquisition
and installation of capital improvements, determined in a manner
consistent with generally accepted accounting principles, consistently
applied, (including accounting, legal, architectural and engineering
fees incurred in connection therewith) made to the Building subsequent
to the Commencement Date which (i) will improve operating efficiencies
or the quality of the Building; (ii) may be required by any law; or
(iii) improve or enhance the health of persons in the Building or
safety of the Building.
5.1.1.10 All charges for electricity, gas, water,
sewer, and other utilities furnished to or services or privileges made
available to users of the Building.
5.1.1.11 All ad valorem property taxes covering all
real and personal property constituting a part of the Building,
including, but not limited to, all general and special assessments of
every kind except for the Rent Tax set forth in Section 3.2.
5.1.1.12 All other expenses of maintaining,
operating, insuring, securing, managing, cleaning, redecorating or
repairing the Building, whether or not any of the foregoing shall be
designated "real property tax," "excise tax," "business tax" or
designated in any other manner, except the Rent Tax.
Notwithstanding anything contained herein to the contrary, the amount
of any annual increase in Tenant's Share of Controllable Operating
Costs (defined as all Operating Costs defined in Section 5.1.1 other
than those set forth in paragraphs 5.1.1.6, 5.1.1.8, 5.1.1.10 and
5.1.1.11 above) shall not exceed four percent (4%).
9
13
5.1.2 Notwithstanding any of the foregoing to the contrary,
Operating Costs shall not include:
5.1.2.1 Costs which are directly reimbursed to
Landlord by other tenants.
5.1.2.2 Payments on mortgages or ground leases owed
by Landlord.
5.1.2.3 Costs of leasehold improvements for which
Landlord has agreed to pay.
5.1.2.4 Payment of any return on equity to any owner
of the Building.
5.1.2.5 Costs reimbursed by proceeds of insurance.
5.1.2.6 Costs of the initial construction of the
Building or any depreciation thereof.
5.1.2.7 Payments of claims, damages or expenses
resulting from any willful misconduct of Landlord or any of
its authorized representatives.
5.1.3 Tenant's Share: Shall mean the percentage that expresses
the ratio between the number of rentable square feet comprising the
Premises (10,167) and the number of rentable square feet of the
Building (286,341), which, for the purposes of the Lease, shall be
3.55%.
5.2 Payment of Operating Costs by Tenant: In addition to the Base Rent,
Tenant agrees to pay as Additional Rent to Landlord Tenant's Share of Estimated
Operating Costs in excess of the Operating Costs for the Building for the
calendar year 2000 on a per rentable square foot per annum basis and adjusted as
required herein (the "Initial Operating Costs"), which Additional Rent shall be
due in twelve (12) equal installments in each Lease Year. All subsequent
payments of Tenant's Share of Operating Costs shall be due and payable without
demand, deduction or set off in advance on or before the first day of each month
of the Lease Term. During any Lease Year within the Lease Term that is less than
twelve (12) full months, any amount to be paid with respect to such period shall
be proportionately adjusted based on that portion of the Lease Year that this
Lease is in effect.
5.3 Calculation of Operating Costs: As promptly as practical following
the end of each calendar year, Landlord shall provide Tenant with Landlord's
estimate of Tenant's Share of Estimated Operating Costs for the following Lease
Year. Thereafter, the amount of Tenant's Share of Estimated Operating Costs
shall be adjusted to the amount set forth in Landlord's notice. As promptly as
practical after the end of each Lease Year, Landlord shall compute the actual
Operating Costs for the previous Lease Year. If Tenant's Share of the actual
Operating Costs is greater than the amount Tenant paid to Landlord as Tenant's
Share of the Estimated Operating Costs for the previous Lease Year, Tenant
shall, within fifteen (15) days after receipt of notice of Tenant's Share of
actual Operating Costs, pay to Landlord as Additional Rent an amount equal to
the difference between Tenant's Share of actual Operating Costs and Tenant's
10
14
Share of Estimated Operating Costs. If Tenant's Share of the actual Operating
Costs for any Lease Year is less than the amount Tenant paid to Landlord as
Tenant's Share of Estimated Operating Costs for such Lease Year, such excess
amount shall be applied against the installment of Additional Rent next coming
due until the same has been fully applied.
5.4 Adjustments to Operating Costs: Notwithstanding anything to the
contrary contained herein, if the Building is not fully occupied during any
calendar year, appropriate adjustments shall be made to determine Operating
Costs as though the Building has been ninety percent (90%) occupied in such
calendar year.
5.5 Audit Rights: Within thirty (30) days of Tenant's receipt of the
operating statement, Tenant at its sole cost and expense shall have the right to
review in Landlord's offices and during normal business hours Landlords records
of Operating Costs stated in the operating statement. If within such thirty (30)
day period, Tenant does not give written notice stating in detail reasonable
objections to such calculations, Tenant shall be deemed to have given approval
of such calculations. Failure to pay such Additional Rent, whether or not under
protest, within said thirty (30) day period and failure to cure such default
within ten (10) days thereafter shall constitute an event of default hereunder.
6. PERMITTED USE. Tenant shall use the Premises only for the Permitted
Use. Tenant will not occupy or use the Premises, or permit any portion of the
Premises to be occupied or used, for any business or purpose other than the
Permitted Use or for any use or purpose which is unlawful in part or in whole or
deemed to be disreputable in any manner or extra hazardous on account of fire,
nor shall Tenant use, store, or discharge any "Hazardous Material" as defined in
Section 43 hereof, nor permit anything to be done which will in any way increase
the rate of insurance on the Building or contents; and if, by act of Tenant,
there is any increase in the rate of insurance on the Building or contents
created by Tenant's acts or conduct, then such acts of Tenant shall be an event
of default hereunder and Tenant shall pay to Landlord the amount of such
increase on demand. Acceptance of such payment shall not constitute a waiver of
any of Landlord's other rights provided herein. Tenant will conduct its business
and control its agents, employees and invitees to not create any nuisance, nor
interfere with, annoy or disturb other tenants or Landlord in the management of
the Building. Tenant will maintain the Premises in a clean, healthful and safe
condition and will comply with all laws, ordinances, orders, rules and
regulations (state, federal, municipal and other agencies of bodies having
jurisdiction thereof) with reference to the use, condition or occupancy of the
Premises as well as the provisions of all recorded documents affecting the
Building. Tenant will not, without the prior consent of Landlord, which will not
be unreasonably withheld considering the Building standards and the Building's
construction rules and regulations, paint, install lighting or install any
signs, window or door lettering or advertising media of any type on or about the
Premises. Tenant shall not place a load upon any floor of the Premises exceeding
the floor load per square foot which such floor was designated to carry or which
is allowed by law. Landlord hereby reserves the right to prescribe the weight
and position of all safes or other unusually heavy equipment which must be
placed so as to distribute the weight. Business machines and mechanical
equipment shall be placed and maintained by Tenant, at Tenant's sole cost and
expense, in settings sufficient in Landlord's judgement to absorb and prevent
transmission of vibration, noise and annoyance. Tenant shall not install or use
in the Premises any electrical machinery or appliances which in Landlord's sole
judgement may overload the electrical wiring or equipment capacity in the
Premises or the Building.
11
15
7. TENANT'S REPAIRS AND ALTERATIONS.
7.1 Tenant will not deface or injure the Building, and will pay the
cost of repairing any damage or injury done to the Building or any part thereof
by Tenant or Tenant's agents, employees or invitees. Tenant shall take good care
of the Premises and keep them free from waste and nuisance of any kind. Tenant
shall keep the Premises, including all fixtures installed by Tenant, in good
condition, and to make all necessary non-structural repairs except those caused
by fire, casualty or acts of God covered by Landlord's insurance policy covering
the Building, (if any). The performance by Tenant of its obligations to maintain
and make repairs shall be conducted only by contractors and subcontractors
consented to by Landlord, and Tenant shall procure and maintain and shall cause
such contractors and subcontractors engaged by or on behalf of Tenant to procure
and maintain insurance coverage against such risks, in such amounts and with
such companies as Landlord requires in connection with such maintenance and
repair. Tenant shall prohibit any contractor it engages or subcontractor or
material suppliers engaged through such contractor from filing any notice or
notices of commencement of public record as a part of or in connection with work
on the Premises. Tenant hereby further covenants and agrees to provide Landlord
with copies of any notices Tenant receives in connection with such work.
7.2 If Tenant fails to make the repairs described above within fifteen
(15) days after the occurrence of the damage or injury, Landlord may at its
option make such repair, and Tenant shall, upon demand therefor, pay Landlord
for the cost thereof. At the end or other termination of this Lease, Tenant
shall deliver the Premises with all improvements located thereon (except as
otherwise herein provided) in good repair and condition, reasonable wear and
tear excepted; and shall deliver to Landlord all keys to the Premises.
7.3 Tenant will not make or allow to be made any alterations or
physical additions in or to the Premises without the prior written consent of
Landlord, which will not be unreasonably withheld provided that such alterations
meet Building standards. All alterations, additions or improvements (whether
temporary or permanent in character) made in or upon the Premises by Landlord or
Tenant shall be Landlord's property on termination or expiration of this Lease
and shall remain on the Premises without compensation to Tenant, provided that
Landlord, at its option, may by notice to Tenant, require Tenant to remove any
such alterations, additions or improvements at Tenant's cost and restore the
Premises to the condition of the Premises at the Commencement Date, normal wear
and tear excepted. All furniture, movable trade fixtures and equipment installed
by Tenant may be removed by Tenant at the termination of this Lease if Tenant
elects, and shall be removed if required by Landlord, or if not removed shall,
at the option of Landlord, become the property of Landlord. All such
installations, removals and restoration shall be accomplished in a good
workmanlike manner so as not to damage the Premises or the structure of the
Building or the plumbing, electrical or other utilities.
7.4 There shall be no allowance to Tenant for a diminution of rental
value of the Premises and no liability on the part of Landlord for
inconvenience, annoyance or injury to business arising from Landlord, Tenant or
others making any repairs, alterations, additions, or improvements in or to any
portion of the Project or the Premises, or in or to any fixtures or personal
property attached thereto or located therein.
12
16
8. SUBLETTING AND ASSIGNING.
8.1 Tenant shall not assign, mortgage or encumber this Lease, nor
sublet, suffer or permit the Premises or any part thereof to be used by others,
without the prior written consent of Landlord, which shall not be unreasonably
withheld. If this Lease is assigned, or if the Premises or any part hereof be
sublet or occupied by anyone other than Tenant, without Landlord's prior
consent, Landlord may collect from the assignee, subtenant or occupant, and
apply the net amount collected to the Rent, but no such assignment, subletting,
occupancy or collection shall be a waiver of this covenant, or the acceptance of
the assignee, subtenant or tenant, or a release of Tenant from the further
performance of its covenants herein contained. The consent by Landlord to an
assignment or subletting shall not be construed to relieve Tenant from obtaining
Landlord's written consent to any further assignment or subletting.
8.2 For the purposes of this Lease, an "assignment" prohibited by this
Section 8 shall be deemed to include the following: if Tenant is a partnership,
a withdrawal or change (voluntary, involuntary, by operation of law) of any one
or more of the partners thereof, if such withdrawal represents twenty-five (25%)
or more of the partners in the partnership as then constituted, or the
dissolution of the partnership; or, if Tenant consists of more that one person,
a purported assignment, transfer, mortgage of encumbrance (voluntary,
involuntary, by operation of law or otherwise) from one thereof to the other or
other thereof, or to any third party; or, if Tenant is a corporation, any
dissolution, merger, consolidation or other reorganization of Tenant, or any
change in the ownership (voluntary, involuntary, by operation of law, creation
of new stock or otherwise) of fifty percent (50%) or more of its capital stock
from the ownership existing on the date of execution hereof, or, the sale of
fifty percent (50%) of the value of the assets of Tenant.
8.3 Notwithstanding the foregoing, without Landlord's consent, but upon
ten (10) days' written notice to Landlord, this Lease may be assigned, or the
Premises may be sublet, to any corporation which is a parent, subsidiary or
affiliate of Tenant. For the purposes of this Section 8, a "parent" shall mean a
corporation which owns not less than one hundred percent (100%) of the
outstanding stock of Tenant, a "subsidiary" shall mean any corporation not less
than one hundred percent (100%) of whose outstanding stock shall be owned by
Tenant, and an "affiliate" shall mean any corporation not less than one hundred
percent (100%) of whose outstanding stock shall be owned by Tenant's parent.
8.4 No less than thirty (30) days prior to the effective date of a
proposed assignment or sublease (other than one made pursuant to Subsection
8.3), Tenant shall offer to reconvey to Landlord, as of said effective date,
that portion of the Premises which Tenant is seeking to assign or sublet, which
offer shall contain an undertaking by Tenant to accept, as full and adequate
consideration for the reconveyance, Landlord's release of Tenant from all future
Rent and other obligations under this Lease for the Premises or portion thereof
so reconveyed. Landlord, in its absolute discretion, shall accept or reject the
offered reconveyance within thirty (30) days of the offer. If Landlord accepts,
the reconveyance shall be evidenced by an agreement acceptable to Landlord in
form and substance. If Landlord fails to accept or reject the offer within the
thirty (30) day period, Landlord shall have rejected the offer.
13
17
8.5 If Landlord rejects or is deemed to have rejected Tenant's offer of
reconveyance and if Landlord gives its consent to any assignment of this Lease
or to any sublease, or if Tenant is otherwise permitted to make any assignment
or sublease pursuant to this Lease, Tenant shall in consideration therefore, pay
to Landlord, as Additional Rent:
8.5.1 For an assignment, an amount equal to all sums and
consideration paid to Tenant by the assignee for or by reason of such
assignment (including any sums paid for the sale, rental, or use of
Tenant's Property in excess of the then unamortized value of Tenant's
Property as reflected in Tenant's federal income tax returns) less the
reasonable brokerage commissions and legal fees, if any, actually paid
by Tenant in connection with such assignment; and
8.5.2 For a sublease, any rents, additional charge or other
consideration payable under the sublease to Tenant by the subtenant
(including any sums paid for the sale, rental or use of Tenant's
Property in excess of the then unamortized value of Tenant's Property
as reflected in Tenant's federal income tax returns) that are in excess
of the Rent during the term of the sublease with respect to the
subleased space, less the reasonable brokerage commissions and legal
fees, if any, actually paid by Tenant in connection with such
subletting.
The sums payable under this Subsection 8.5 shall be paid to Landlord as and when
payable by the assignee or subtenant to Tenant.
8.6 Tenant shall reimburse Landlord on demand for any reasonable costs
that Landlord may incur in connection with said assignment or sublease,
including the reasonable costs of investigating the acceptability of the
proposed assignee or subtenant, and reasonable legal costs incurred in
connection with the granting of any requested consent.
8.7 No assignment or subletting shall affect the continuing primary
liability of Tenant (which, following assignment, shall be joint and several
with the assignee), and Tenant shall not be released from performing any of its
obligations hereunder.
9. INDEMNITY. Landlord shall not be liable for and Tenant will indemnify
and save harmless Landlord of and from all fines, suits, demands, losses and
actions (including attorneys' fees) for any injury to person or damage to or
loss of property on or about the Premises caused in whole or in part by the
negligence or misconduct of, or breach of the Lease by Tenant, its employees,
subtenants, invitees or by any other person entering the Premises, the Building,
or the Project under express or implied invitation of Tenant, or arising out of
Tenant's use of the Premises. Landlord shall not be liable or responsible for
any loss or damage to any property or death or injury to any person occasioned
by theft, fire, act of God, public enemy, criminal conduct of third parties,
injunction, riot, strike, insurrection, war, court order, requisition of other
governmental body or authority, by other tenants of the Building or any other
matter, or for any injury or damage or inconvenience which may arise through
repair or alteration of any part of the Building, or failure to make repairs, or
from any cause whatever except Landlord's willful misconduct.
14
18
10. SUBORDINATION AND MORTGAGEE'S RIGHT TO CURE LANDLORD'S DEFAULTS. This
Lease and all rights of Tenant hereunder are subject and subordinate to any
deeds to secure debt, mortgages or any other instruments of security, as well as
to any ground leases, that now or hereafter cover all or any part of the
Building, the land situated beneath the Building or any interest of Landlord
therein, and to any and all advances made on the security thereof, and to any
and all increases, renewals, modifications, consolidations, replacements and
extensions of any such instruments. This provision shall be self-operative and
no further instrument shall be required to effect such subordination of this
Lease. Tenant shall, however upon demand execute, acknowledge and deliver to
Landlord any and all instruments and certificates that in the judgement of
Landlord may be necessary or proper to confirm or evidence such subordination.
Notwithstanding the generality of the foregoing provisions of this Section,
Tenant agrees that any such mortgagee shall have the right at any time to
subordinate any such instruments to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate. Tenant further covenants and
agrees upon demand by Landlord's mortgagee at any time, before or after the
institution of any proceedings for the foreclosure of any such instruments, or
sale of the Building pursuant to any such instruments, to attorn to such
purchaser upon any such sale and to recognize such purchaser as Landlord under
this Lease. The agreement of Tenant to attorn upon demand of Landlord's
mortgagee contained in the immediately preceding sentence shall survive any such
foreclosure sale. Tenant shall upon demand at any time or times before or after
any such foreclosure sale, execute, acknowledge and deliver to Landlord's
mortgagee any and all instruments and certificates that in the judgment of
Landlord's mortgagee may be necessary or proper to confirm or evidence such
attornment. Tenant hereby irrevocably appoints Landlord's mortgagee as Tenant's
agent and attorney-in-fact for the purpose of executing, acknowledging and
delivering any such instruments and certificates.
11. RULES AND REGULATIONS. Tenant and Tenant's agents, employees and
invitees will comply with all the rules and regulations of the Building which
are attached hereto as Exhibit "C" and incorporated herein by reference.
Landlord in its sole judgement shall have the right to change such rules and
regulations or to promulgate other rules and regulations in a manner deemed
advisable for safety, care, or cleanliness of the Building and related
facilities or premises, and for preservation of good order therein, all of which
rules and regulations, changes and amendments will be forwarded to Tenant in
writing and shall be carried out and observed by Tenant. Tenant shall further be
responsible for the compliance with such rules and regulations by the employees,
servants, agents, visitors and invitees of Tenant.
12. INSPECTION. Landlord or its officers, agents, and representatives
shall have the right to enter into and upon any and all parts of the Premises at
all reasonable hours (or, in any emergency, at any hour) to (a) inspect same or
clean or make repairs or alterations or additions as Landlord may deem necessary
(but without any obligation to do so, except as expressly provided for herein)
or (b) show the Premises to prospective tenants, purchasers or lenders; and
Tenant shall not be entitled to any abatement or reduction of Rent by reason
thereof, nor shall such be deemed to be an actual or constructive eviction.
13. CONDEMNATION. If the Premises, or any part thereof, or if the Building
or any portion of the Building, leaving the remainder of the Building unsuitable
for use as an office building comparable to its use on the Commencement Date of
this Lease, shall be taken or condemned in whole or in part for public purposes,
15
19
or sold in lieu of condemnation, then the Lease Term shall, at the sole option
of Landlord, forthwith cease and terminate. All compensation awarded for any
taking (or sale proceeds in lieu thereof) shall be the property of Landlord, and
Tenant shall have no claim thereto, the same being hereby expressly waived by
Tenant.
14. CASUALTY. If the Building is totally destroyed by fire or other
casualty or if the Premises or Building is so damaged that rebuilding or repairs
cannot be completed within one hundred eighty (180) days after the date of such
damage, Landlord or Tenant may at its option terminate this Lease, in which
event the Rent shall be abated during the unexpired portion of this Lease
effective from the date of such damage. If the Building or the Premises are
damaged by fire, tornado or other casualty covered by Landlord's insurance, but
only to such extent that rebuilding or repairs can be completed within one
hundred eighty (180) days after the date of such damage, or if the damage should
be more serious but neither Landlord nor Tenant elects to terminate this Lease,
Landlord shall within ninety (90) days after the date of such damage commence to
rebuild or repair the Building and/or Premises and proceed with reasonable
diligence to restore the Building and/or Premises to not less than substantially
the same condition in which it was immediately prior to the casualty, except
Landlord shall not be required to rebuild, repair or replace any part of the
furniture, equipment, fixtures and other improvements which may have been placed
by Tenant in the Premises. There shall be a fair diminution of Rent during the
time the Premises are unfit for occupancy, which shall be based on a good faith
determination of the degree of the impairment to Tenant's use and enjoyment of
the Premises. If any mortgagee under a deed to secure debt, security agreement
or mortgage requires the insurance proceeds be applied against the mortgage
debt, Landlord shall have no obligation to rebuild and this Lease shall
terminate upon notice to Tenant; however, Landlord shall notify Tenant within
thirty (30) days after any such mortgagee gives a notice to Landlord of such
election to apply such proceeds against the mortgage debt, of the fact that such
mortgagee has done so. Except as hereinafter provided, any insurance which may
be carried by Landlord or Tenant against loss or damage to the Building or to
the Premises shall be for the sole benefit of the party carrying such insurance
and under its sole control.
15. HOLDING OVER. Should Tenant hold over in the Premises after the
expiration of the Lease Term, unless otherwise agreed to in writing by Landlord,
such holding over shall constitute a tenancy at will, at a daily rental equal to
twice the daily Rent payable for the last month of the Lease Term, and Tenant
shall pay to Landlord all damages that Landlord may suffer on account of
Tenant's failure to surrender to Landlord possession of the Premises, and Tenant
will indemnify and save Landlord harmless from and against all claims made by
any succeeding tenant of the Premises against Landlord because of Landlord's
delay in delivering possession of the Premises to said succeeding tenant
resulting from the holdover by Tenant of the Premises. The inclusion of the
preceding sentence shall not be construed as Landlord's consent for Tenant to
hold over.
16. TAXES ON TENANT'S PROPERTY. Tenant shall be liable for all taxes
levied or assessed against personal property, furniture or fixtures placed by
Tenant in the Premises (herein called "Tenant's Property"). If any such taxes
for which Tenant is liable are levied or assessed against Landlord or Landlord's
property and if Landlord elects to pay the same or if the assessed value of
Landlord's property is increased by inclusion of personal property, furniture or
16
20
fixtures placed by Tenant in the Premises, and Landlord elects to pay the taxes
based on such increase, Tenant shall pay to Landlord upon demand that part of
such taxes for which Tenant is primarily liable hereunder.
17. EVENTS OF DEFAULT. The following shall be events of default by Tenant
under this Lease:
17.1 Tenant shall fail to pay when due any Rent or other sums payable
by Tenant hereunder (or under any other lease now or hereafter executed by
Tenant in connection with the Building).
17.2 Tenant shall fail to comply with or observe any other provision of
this Lease (or any other lease now or hereafter executed by Tenant in connection
with the Building).
17.3 Tenant or any guarantor of Tenant's obligations hereunder shall
make an assignment for the benefit of creditors.
17.4 Any voluntary or involuntary petition shall be filed by or against
Tenant or any guarantor of Tenant's obligations hereunder under any section or
chapter of the Federal Bankruptcy Act, as amended from time to time, or under
any similar law or statute of the United States or any State thereof; or Tenant
or any guarantor of Tenant's obligations hereunder shall be adjudged bankruptcy
or insolvent in proceedings filed thereunder.
17.5 A receiver or trustee shall be appointed for all or substantially
all of the assets of Tenant or any guarantor of Tenant's obligations hereunder.
17.6 Tenant shall desert or vacate the Premises.
17.7 Any writ of execution, attachment, or garnishment shall be levied
against any interest of Tenant in this Lease, the Premises, or any property
located in the Premises.
18. REMEDIES. If Tenant defaults under this Lease, then following notice
and fifteen (15) days to cure any non-monetary default, or, without any notice
or demand to Tenant whatsoever other than the requirements of Section 3.3 for
monetary default, Landlord shall have the right (but not any duty) to exercise,
on a cumulative basis, any or all of the following remedies:
18.1 Landlord may continue this Lease in full force and effect, and
proceed to collect all Rent when due.
18.2 Without prejudice to any other remedy which Landlord may have,
Landlord may continue this Lease in full force and effect and may enter the
Premises under full and free license from Tenant, to expel or remove Tenant and
any others who may be occupying or within the Premises, to remove any and all
property therefrom, using such force as may be necessary, without being deemed
in any manner guilty of trespass, eviction, forcible entry or detainer and relet
all or any portion thereof to other parties for Tenant's account. Landlord's
consent to any proposed new tenant offered by Tenant shall not be unreasonably
withheld considering such proposed new tenant's creditworthiness, use of the
17
21
Premises and demand on the Building systems. Tenant shall pay to Landlord on
demand all costs Landlord incurs in entering the Premises and reletting them,
including, without limitation, brokers' commissions, expenses of repairs and
remodeling, attorneys' fees, and all other actual costs. Reletting may be for a
period shorter or longer than the remaining term of this Lease. During the term
of any reletting, Tenant shall pay to Landlord the Rent due under this Lease on
the dates due, less any net rents Landlord receives from any reletting.
18.3 Landlord may, without any notice or demand whatsoever, terminate
Tenant's rights under this Lease at any time. From and after any such
termination, Landlord shall have the right to recover from Tenant all costs,
expenses, losses and damages caused by, resulting from or incurred in connection
with said default and/or termination including, but not limited to:
18.3.1 An amount equal to all unpaid Rent that had accrued
prior to the time of termination of this Lease;
18.3.2 An amount equal to (a) the amount of Rent that would
have accrued under this Lease between (i) the date of termination of
this Lease, and (ii) the date the calculation is made under this
Subsection 18.3.2 if this Lease had not been so terminated; less (b)
any net amounts of rent actually received by Landlord with respect to
such time period; plus
18.3.3 An amount equal to (a) the present value of all Rent
(assuming that the Additional Rent payable hereunder for the future
will be the same as for the most recent Lease Year) which would have
accrued under this Lease had this Lease not been terminated, for the
period of time between (i) the date of calculation of the amounts due
under Subsection 18.3.2, and (ii) the date the Lease Term would have
expired if this Lease had not been so terminated; less (b)the present
value of rent at that time being actually collected for comparable
leases in the immediate geographic area of the Project; and
18.3.4 An amount equal to (a) all actual costs and expenses,
including but not limited to attorneys' fees, that have been incurred
by Landlord prior to the date the calculation of said amounts is made,
plus (b) the present value of all costs and expenses, including but not
limited to attorneys' fees, that with reasonable certainty are likely
to be incurred thereafter by Landlord, which are reasonably necessary
to compensate Landlord for all economic losses proximately caused by
Tenant's default.
In computing the present value of amounts for purposes of this Subsection 18.3,
a capitalization rate deemed reasonable and appropriate by Landlord at the time
of the computation shall be used.
18.4 Without any showing of need or the presence of any statutory or
common law grounds, all of which requirements are hereby expressly waived,
Landlord may have a receiver appointed to take possession of and relet the
Premises, in accordance with Subsection 18.2. Tenant shall pay to Landlord on
demand all costs Landlord incurs in connection therewith.
18.5 Landlord may cure any default at Tenant's cost. If Landlord at any
time, by reason of Tenant's default, pays any sum to cure any default, the sum
18
22
so paid by Landlord shall be immediately due from Tenant to Landlord on demand,
and shall bear interest at the Default Rate from the date paid by Landlord until
Landlord shall have been reimbursed by Tenant. Said sum, together with interest
thereon, shall be Additional Rent.
18.6 Landlord may apply all or part of the Security Deposit, as
provided in Section 3.4 and/or the Letter of Credit as set forth in Section 1.9.
18.7 Landlord may exercise any or all other rights or remedies
available at law or equity, including, without limitation, the right to obtain
restraining orders, injunctions and decrees of specific performance.
18.8 Landlord may obtain an injunction by any court of competent
jurisdiction restraining any threatened breach or any continuing breach of any
of Tenant's covenants hereunder.
Any right granted in this Section 18 to Landlord in the event of a default by
Tenant hereunder shall apply to any extension or renewal of this Lease. No act
or thing done by Landlord or Landlord's employees or agents during the Lease
Term shall be deemed an acceptance of a surrender of the Premises. No waiver by
Landlord of any default of Tenant hereunder shall be implied from any inaction
by Landlord on account of such default if such default persists or is repeated,
and no express waiver shall affect any default other than the default specified
in the express waiver and then only for the time and to the extent therein
stated. The receipt by Landlord of Rent with knowledge of the breach of any
covenant of Tenant contained in this Lease shall not be deemed a waiver of such
breach. If on the Commencement Date or thereafter during the Lease Term, Tenant
shall be in default in the payment of rent to Landlord pursuant to the terms of
any other lease(s) at the Building with Landlord or with Landlord's predecessor
in interest, Landlord may, at Landlord's option and without notice to Tenant,
add the amount of such arrearages to any monthly installment of Base Rent or
Additional Rent payable hereunder and the same shall be payable to Landlord as
Additional Rent.
19. ATTORNEYS' FEES. If Landlord or Tenant brings any action under this
Lease or consults or places said Lease with an attorney concerning, or for the
enforcement of Landlord's or Tenant's rights hereunder or if Landlord places
with an attorney any amount payable by Tenant hereunder, the non-prevailing
party agrees in each and any such case to pay the prevailing party all costs,
including, but not limited to, court costs and attorney's fees in connection
therewith.
20. LIENS. Tenant will not permit any lien to be placed upon the
Premises, the Building or any improvements thereon during the Lease Term caused
by or resulting from any work performed, materials furnished or obligation
incurred by or at the request of Tenant. All persons contracting with Tenant for
the construction and installation of improvements to or alteration or repair of
the Premises and all materialmen, contractors, mechanics and laborers are hereby
charged with notice that they must look to Tenant's interest in the Premises
only to secure payment of any xxxx for work done or materials furnished during
19
23
the Lease Term. In the case of the filing of any such lien, Tenant will promptly
pay or otherwise discharge the same. If default in payment or discharge thereof
shall continue for twenty (20) days after notice thereto from Landlord to
Tenant, Landlord shall have the right at Landlord's option of paying the same
without inquiry as to the validity thereof, and any amounts so paid, including
expenses and interest, shall be so much Additional Rent hereunder due from
Tenant to Landlord and shall be repaid to Landlord immediately on demand.
21. WAIVER OF SUBROGATION. Each party to this Lease (the "Waiving
Party") hereby waives any cause of action it might have against the other party
hereto on account of any loss or damage that is covered by any insurance policy
that covers the Premises, Tenant's fixtures, personal property, leasehold
improvements or business and which names Tenant as a party insured, it being
understood and agreed that this provision is cumulative of Section 10 hereof.
22. TENANT'S INSURANCE.
(i) All-risk property insurance, insuring Tenant's
interest in its improvements to the Premises and any and all
furniture, fixtures, equipment, supplies, inventory, contents
and other property owned, leased, held or possessed by Tenant
and contained therein, such insurance coverage to include
business interruption insurance in an amount not less than
Five Million and No/100 Dollars ($5,000,000). Such insurance
shall be in an amount equal to the full replacement cost of
such improvements and property, as such may increase from time
to time, without deduction for depreciation, providing
protection against all perils included within the
classification of fire, extended coverage, vandalism,
malicious mischief, special extended peril (all risk), boiler
and machinery, flood, glass breakage and sprinkler leakage,
and naming Landlord as loss payee as its interest may appear;
(ii) worker's compensation insurance required by
applicable law;
(iii) comprehensive or commercial general liability
insurance on an occurrence basis for injury to or death of a
person or persons and for damage to property occasioned by or
arising out of any construction work being done on the
Premises, or arising out of the condition, use, or occupancy
of the Premises, or other portions of the Building or
Property, and covering Tenant's indemnification obligations
imposed by Paragraph 15 of this Lease, the limits of such
policy or policies to be in amounts not less than One Million
and No/100 Dollars ($1,000,000) in primary liability coverage
and Two Million and No/100 Dollars ($2,000,000) in excess
liability coverage; and
(iv) primary automobile liability insurance with
limits of not less than One Million and No/100 Dollars
($1,000,000) per occurrence, covering owned and non-owned
vehicles used by Tenant.
Landlord retains the right, in its sole discretion, to increase the
amount of insurance required to be carried by Tenant not more frequently than
annually based on such factors as inflation, Tenant's insurance claims history,
the advice of Landlord's insurance advisors and any other relevant factors.
Landlord and Tenant shall each have included in all policies of insurance
respectively obtained by them with respect to the Building or Premises a waiver
by the insurer of all right of subrogation against the other (and, with respect
to Tenant's insurance, against Landlord's property manager) in connection with
any loss or damage insured against. To the full extent permitted by law,
20
24
Landlord and Tenant each waives all right of recovery against the other (and,
with respect to Tenant, against Landlord's property manager), and agrees to
release the other from liability for loss or damage to the extent such loss or
damage is covered by valid and collectible insurance in effect at the time of
such loss or damage; provided, however, that the foregoing release by each party
is conditioned upon the other party's carrying insurance with the above
described waiver of subrogation, and if such coverage is not obtained or
maintained by either party, then the other party's foregoing release shall be
deemed to be rescinded until such waiver is either obtained or reinstated. All
said insurance policies shall be carried with companies licensed to do business
in the State of Florida reasonably satisfactory to Landlord and shall be
noncancellable except after thirty (30) days written notice to Landlord. Each
policy shall name Landlord, Landlord's property manager and any other person
designated by Landlord as additional insureds and provide that it is primary to,
and not contributing with, any policy carried by Landlord, Landlord's property
manager, or other designated person covering the same loss. Tenant shall deliver
duly executed certificates of such insurance to Landlord prior to the
Commencement Date and at least thirty (30) days prior to the expiration of each
respective policy term. No insurance policy or policies required to be carried
by Tenant will be subject to more than a $5,000 00 deductible limit without
Landlord's prior written consent, which shall not be unreasonably withheld
considering the requirements of Landlord's investors, insurers and/or lenders.
Landlord reserves the right to require Tenant to carry such other insurance
(including, without limitation and as applicable, plate glass insurance,
automobile liability insurance, builder's risk insurance and liquor liability
insurance) and endorsements in such amounts as Landlord in its sole discretion
may deem necessary or appropriate. If Tenant fails to take out or keep in force
any insurance required to be carried by Tenant, or to provide evidence of the
same, Landlord shall have the right, but shall not be obligated, to obtain such
insurance at the sole cost and expense of Tenant, and Tenant shall reimburse
Landlord for the cost thereof upon demand. If, due to the failure of Tenant to
comply with the foregoing provisions, Landlord is adjudged a co-insurer by its
insurance carrier, then any loss or damage Landlord shall sustain by reason
thereof shall be borne by Tenant and shall be immediately paid by Tenant upon
receipt of a xxxx therefor from Landlord and evidence of such loss. Landlord
makes no representation that the minimum limits of liability specified to be
carried by Tenant hereunder are adequate to protect Tenant.
23. BROKERAGE. Continental Real Estate Companies Commercial Properties
Corp. ("CREC") shall be paid a commission by Landlord in connection with this
Lease, in accordance with a separate agreement. CREC shall pay a portion of such
commission to Greater Miami Investments, Inc., in accordance with a separate
agreement. Tenant represents and warrants that it has had no dealings with any
broker or agent in connection with the negotiation or execution of this Lease
other than with the broker specifically identified above, and Tenant agrees to
indemnify Landlord against all costs, expenses, attorneys' fees or other
liability for commissions or other compensation or charges claimed by any broker
or agent claiming the same by, through or under Tenant, other than with the
brokers specifically identified above.
24. BUILDING NAME. Without the prior written consent of Landlord,
Tenant shall not use the words "Brickell BayView Centre" or the name of the
Building for any purposes other than as the address of the business to be
21
25
conducted by Tenant in the Premises. Landlord reserves the right to change the
name or number by which the Building or the Project is designated.
25. ESTOPPEL CERTIFICATES. Tenant shall furnish from time to time when
requested by Landlord or the holder of any deed to secure debt or mortgage
covering the Building, the Premises, or any interest of Landlord therein, a
certificate signed by Tenant confirming and containing such certifications and
representations deemed appropriate by Landlord or the holder of any deed to
secure debt or mortgage covering the Building, the Premises or any interest of
Landlord therein, and Tenant shall, within ten (10) days following receipt of
said certificate from Landlord, return a fully executed copy of said certificate
to Landlord. If Tenant fails to return a fully executed copy of such certificate
to Landlord within said period, Tenant shall have approved and confirmed all of
the provisions contained in such certificate.
26. NOTICES. Each provision of this Lease, or of any applicable laws,
ordinances, regulations, and other requirements with reference to the sending,
mailing or delivery of any notice, or with reference to the making of any
payment by Tenant to Landlord, shall be deemed to be complied with when and if
the following steps are taken:
26.1 All Rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at Landlord's Address set forth
in Section 1.5 or at such other address as Landlord may specify from time to
time by written notice delivered in accordance herewith, and
26.2 Any notice or document required to be delivered hereunder shall be
deemed to be delivered if actually received and whether or not received when
deposited in the United States mail, postage prepaid, certified or registered
mail (with or without return receipt requested), addressed to the parties hereto
at the respective addresses set forth in Article 1 or at such other address as
either of said parties shall have theretofore specified by written notice
delivered in accordance herewith.
27. FORCE MAJEURE. When a period of time is prescribed for any action
to be taken by either party, other than Tenant's monetary obligations, neither
party shall be liable or responsible for and there shall be excluded from the
computation for any such period of time, any delays due to strikes, riots, acts
of God, shortages of labor or materials, war, laws, regulations or restrictions
or any other causes of any kind whatsoever which are beyond the control of
either party.
28. SEVERABILITY. If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws effective during the Lease
Term, then and in that event, it is the intention of the parties hereto that the
remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be added as a
part of this Lease a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.
29. AMENDMENTS; BINDING EFFECT. This Lease may not be altered, changed
or amended, except by instrument in writing signed by both parties thereto. No
provision of this Lease shall be deemed to have been waived by Landlord unless
such waiver be in writing signed by Landlord and addressed to Tenant, nor shall
22
26
any custom or practice which may evolve between the parties in the
administration of the terms hereof be construed to waive or lessen the right of
Landlord to insist upon the performance by Tenant in strict accordance with the
terms hereof. The terms and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon their
respective successors in interest and legal representatives, except as otherwise
herein expressly provided.
30. QUIET ENJOYMENT. Provided Tenant has performed all of the terms and
conditions of this Lease, including the payment of Rent, to be performed by
Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises for the
Lease Term, without hindrance from Landlord, subject to the terms and conditions
of this Lease.
31. GENDER. Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural, unless the context otherwise requires.
32. JOINT AND SEVERAL LIABILITY. If there is more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. If there
is a guarantor of Tenant's obligations hereunder, the obligations hereunder
imposed upon Tenant shall be joint and several obligations of Tenant and such
guarantor and Landlord need not first proceed against Tenant before proceeding
against such guarantor nor shall any such guarantor be released from its
guaranty for any reason whatsoever, including without limitation, in case of any
amendments hereto, waivers hereof or failure to give such guarantor any notices
hereunder.
33. CAPTIONS. The captions contained in this Lease are for convenience
of reference only, and in no way limit or enlarge the terms and conditions of
this Lease.
34. EXHIBITS AND ATTACHMENTS. All exhibits, attachments, riders and
addenda referred to in this Lease are incorporated into this Lease and made a
part hereof for all intents and purposes.
35. NO JOINT VENTURE. Landlord and Tenant are not and shall not be
deemed to be partners or joint venturers with each other.
36. TIME OF THE ESSENCE. Time is of the essence with regard to each
provision of this Lease.
37. EVIDENCE OF AUTHORITY. If Tenant is other than a natural person,
Tenant shall deliver to Landlord such legal documentation as Landlord may
request to evidence the authority of those signing this Lease to bind the
Tenant.
38. GOVERNING LAW. This Lease shall be construed and interpreted in
accordance with and governed by the laws of the State of Florida.
39. ENTIRE AGREEMENT. This Lease constitutes the entire agreement
between the parties, and there is no other agreement between the parties
relating in any manner to the Project.
23
27
40. EXCULPATION. The term Landlord as used in this Lease so far as
covenants or obligations on the part of Landlord are concerned shall be limited
to mean and include only the owner or owners at the time in question of the
Landlord's interest in the Building. Tenant acknowledges and agrees, for itself
and its successors and assigns, that no trustee, director, officer, employee or
agent of Landlord shall be personally liable for any of the terms, covenants or
obligations of Landlord hereunder, and Tenant shall look solely to Landlord's
interest in the Building for the collection of any judgment (or enforcement or
any other judicial process) requiring the payment of money by Landlord with
respect to any of the terms covenants and conditions of this Lease to be
observed or performed by Landlord and no other property or assets of Landlord
shall be subject to levy, execution or other enforcement procedures for the
satisfaction of any obligation due Tenant or its successors or assigns.
41. COVENANTS ARE INDEPENDENT. Each covenant of Landlord and Tenant under
this Lease is independent of each other covenant under this Lease, and no
default by either party in performance of any covenant shall excuse the other
party from the performance of any other covenant.
42. RIGHT TO RELOCATE. Landlord shall have the unrestricted and
unconditional right to relocate Tenant from the Premises to any other
substantially similar office space in the Project. Landlord may only exercise
such right one (1) time during the Lease Term. Landlord shall deliver notice to
Tenant of Landlord's desire to relocate Tenant, together with a proposal for the
area to which such Premises shall be relocated. Should Landlord exercise its
right to relocate Tenant under this Section, (i) expenses of said relocation or
of any necessary renovation or alteration, as calculated by Landlord prior to
any relocation, shall be paid by Landlord, and (ii) following such relocation,
the substituted space shall for all purposes thereinafter constitute the
Premises and all terms and conditions of this Lease shall apply with full force
and effect to the Premises so relocated, and (iii) Tenant shall be given a rent
abatement equal to two (2) months of Base Rent following the relocation. If
Tenant has not relocated its premises within sixty (60) days after Landlord
notifies Tenant of Landlord's desire to relocate Tenant, Landlord shall have the
right to terminate this Lease by giving notice of such termination to Tenant
(the "Termination Notice"). Such termination shall be effective upon any date
selected by Landlord in the Termination Notice which is at least ten (10) days
after the Termination Notice. Tenant hereby further covenants and agrees to
promptly execute and deliver to Landlord any lease amendment or other such
document appropriate to reflect the changes in the Lease described or
contemplated above.
43. HAZARDOUS MATERIALS.
43.1 Tenant shall not cause or permit any Hazardous Material (as
defined in Subsection 43.3 below) to be brought, kept or used in or about the
Building by Tenant, its agents, employees, contractors or invitees. Tenant
hereby indemnifies Landlord from and against any breach by Tenant of the
obligations stated in the preceding sentence, and agrees to defend and hold
Landlord harmless from and against any and all loss, damage, cost and/or
expenses (including, without limitation, diminution in value of the Building,
damages for the loss or restriction on use of rentable or usable space or of any
amenity of the Building, damages arising from any adverse impact on marketing of
space in the Building, and sums paid in settlement of claims, attorneys' fees,
consultant fees, and expert fees) which arise during or after the term of this
24
28
Lease as a result of such breach. This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal, or
restoration work required by any federal, state, or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the Building which results from such a breach. Without
limiting the foregoing, if the presence of any Hazardous Material in the
Building caused or permitted by Tenant results in any contamination of the
Building, Tenant shall promptly take all actions at its sole expense as are
necessary to return the Building to the conditions existing prior to the
introduction of such Hazardous Material to the Building; provided that the
Landlord's approval of such actions, and the contractors to be used by Tenant in
connection therewith, shall first be obtained.
43.2 Notwithstanding any provision in this Lease to the contrary, it
shall not be unreasonable for Landlord to withhold its consent to any proposed
transfer, assignment, or subletting of the Premises if (i) the proposed
transferee's anticipated use of the Premises involves the generation, storage,
use, treatment, or disposal of Hazardous Material; (ii) the proposed transferee
has been required by any prior landlord, lender, or governmental authority to
take remedial action in connection with Hazardous Material contaminating a
property if the contamination resulted from such transferee's actions or use of
the property in question; or (iii) the proposed transferee is subject to an
enforcement order issued by any governmental authority in connection with the
use, disposal, or storage of a Hazardous Material.
43.3 As used herein, the term "Hazardous Material" means any hazardous
or toxic substance, material, or waste which is or becomes regulated by any
local governmental authority or the United States Government. The term
"Hazardous Material" includes, without limitation, any material or substance
which is (i) defined as a "hazardous waste", "extremely hazardous waste", or
"restricted hazardous waste" or similar term under the law of the jurisdiction
parking facilities which Landlord shall provide for the use of tenants of the
Building. Rent for such parking spaces shall be at the then prevailing monthly
parking rate for said Building parking facilities, as set forth in Section 1.13.
Parking space rental due hereunder shall be deemed Additional Rent, payable in
the same manner as Rent set forth in Section 3 hereof. Landlord shall not be
liable for any damage of any nature whatsoever to, or any theft of automobiles
or other vehicles or the contents thereof, while in or about the Building
parking facilities. Landlord hereby reserves the right to alter the methods used
to control parking, and Landlord may establish such controls and rules and
regulations (e.g., parking stickers to be affixed to vehicles) regarding parking
that Landlord may deem desirable and may amend them from time to time in
Landlord's sole discretion. Without liability, Landlord shall have the right to
tow or otherwise remove vehicles parked improperly, vehicles blocking ingress or
egress lanes, and vehicles violating parking rules, at the expense of the
offending tenant and/or the owner of the vehicle.
44. INTERPRETATION. Should any provisions of this Lease require
judicial interpretation, it is agreed that the court interpreting or construing
the same shall not apply a presumption that the terms of any such provision
shall be more strictly construed against one party or the other by reason of the
rule of construction that a document is to be construed most strictly against
the party who itself or through its agent prepared the same, it being agreed
that the agents of all parties hereto have participated in the preparation of
this Lease.
25
29
45. NO RECORDATION OF LEASE. Without the prior written consent of
Landlord, neither this Lease nor any memorandum hereof shall be recorded or
placed on public record. Notwithstanding the foregoing, the Landlord shall be
entitled to record a memorandum of lease, without Tenant's consent.
Special Provisions. The special provisions attached hereto as EXHIBIT "D" and
incorporated herein by reference, if any, shall control if in conflict with any
of the foregoing provisions of this Lease.
SIGNED, SEALED AND DELIVERED as of the date first above written.
WITNESSES: TENANT:
CONTINUCARE, PROPERTY CORP.
a Florida corporation
By: (seal)
------------------------------ ----------------------------------
Its:
Print Name:
------------------ -----------------------------------
Attest: (seal)
------------------------------ ----------------------------------
Its:
Print Name:
------------------ -----------------------------------
(CORPORATE SEAL)
------------------------------- -------------------------------------------
Date Executed: Tenant's Employee Identification Number
By the execution and delivery of this Lease, Tenant has made and shall
be deemed to have made a continuous and irrevocable offer to lease the Premises,
on the terms contained in this Lease, subject only to acceptance by Landlord (as
evidenced by Landlord's signature hereon), which Landlord may accept in its sole
and absolute discretion.
WITNESSES: LANDLORD:
DORAL PARK JOINT VENTURE, a Florida joint
venture, as tenant in common as to an undivided
60.2% interest
LENNAR MORTGAGE HOLDINGS CORPORATION, a Florida
corporation, as tenant in common as to an
undivided 17.1% interest
LNR/CREC BRICKELL BAYVIEW LIMITED PARTNERSHIP, a
Florida limited partnership, as tenant in common
as to an undivided 5% interest
26
30
UNIVERSAL AMERICAN REALTY CORPORATION, a
Delaware corporation, as tenant in common as to
an undivided 17.7% interest
By: DORAL PARK JOINT VENTURE, a
Managing Co-Tenant
By: Leisure Colony Management Corp.,
a Florida corporation, joint venture
By:
---------------------------------------
Name:
---------------------------------------
Its:
---------------------------------------
Attest:
---------------------------------------
By: Lennar Park JV, Inc. a Florida corporation,
joint venture
By:
---------------------------------------
Name:
---------------------------------------
Its:
---------------------------------------
Attest:
---------------------------------------
-------------------------------------------------
Name:
--------------------------------------------
-------------------------------------------------
Name:
--------------------------------------------
27
