EXHIBIT 10.7
THIRD ADDENDUM TO LEASE BY AND BETWEEN
ADVENT REALTY LIMITED PARTNERSHIP AND
HOMELIFE REALTY SERVICES DATED JULY 8, 1993
FOR THE PROPERTY LOCATED AT
0000 XXXXXXX XXXXX, XXXXX 000, XXXXXXX XXXXX, XXXXXXXXXX 00000
THIRD ADDENDUM TO LEASE
This Addendum to Lease dated July 17, 1996 shall modify that certain
lease (hereinafter referred to as the "Lease") by and between Advent Realty
Limited Partnership 11, successor in interest to Newport Place Associates
(hereinafter referred to as "Landlord"), and HomeLife Realty Services, Inc.,
a Delaware corporation (hereinafter referred to as "Tenant", for the Premises
located at 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
The Lease is amended s follows:
1. The term of said Lease is extended for a period of five
(5) years commencing July 1, 1996 and terminating on June 30, 2001.
2. The monthly rental payable by Tenant to Landlord shall be
per the following schedule:
7/1/96 through 6/30/98 $3,945.00 per month
7/1/98 through 6/30/99 $4,142.25 per month
7/l/99 through 6/30/00 $4,349.36 per month
7/1/00 through 6/30/01 $4,566.83 per month
3. Landlord to waive 1993, 1994, 1995 and January through June 1996
operating expenses in the total sum of $6,937.00 sum of $6,937.00.
4. Landlord to waive 1993, 1994, 1995 and January through June 1996
operating expenses in the total Landlord to paint interior corridor walls of
Tenant's suite per the proposal attached as Exhibit A.
5. Landlord hereby grants to Tenant the option to extend the term of
the Lease for one (1) five (5)year period (the "Extension Option") commencing
when the lease term expires upon each and all of the following terms and
conditions:
a) Tenant shall give to Landlord on a date which is prior to
the date that the option period would commence (if exercised)
by at least one hundred eighty (180) days and not more than
two hundred seventy (270) days, a written notice of the
exercise of the option to extend the Lease for said additional
term, time being of the essence. Such notice shall be given in
accordance with the provisions of the Lease. If said
notification of the exercise of said option is not so given
and received, this option shall automatically expire.
b) The provisions of the Lease apply to this option.
c) All of the terms and conditions of the Lease except where
specifically modified by this
d) The Base Rent payable during the option term shall be the
Market Rate on the date the option term commences.
e) The term "Market Rate" shall mean the annual amount per
rentable square foot that a willing, comparable renewal tenant
would pay and a willing, comparable Landlord of a similar
high-rise Class-A building would accept at arm's length for
similar space, giving appropriate consideration to the
following matters: (i) annual rental rates per rentable square
foot; (ii) the type of escalation clauses (including, but
without limitation, operating expense, real estate taxes, and
CPI) and the extent of liability under the escalation clauses
(I.E., whether determined on a "net lease" basis or by
increases over a particular base year or base dollar amount);
(iii) rent abatement provisions reflecting free rent and/or no
rent during the lease term; (iv) length of lease term; (v)
size and location of premises being leased; and (vi) other
generally applicable terms and conditions of tenancy for
similar space; provided, however, Tenant shall not be entitled
to any tenant improvement or refurbishment allowance. The
Market Rate may also designate periodic rental increases, a
new Base Year and similar economic adjustments. The Market
Rate shall be the Market Rate in effect as of the beginning of
the option period, even though the determination may be made
in advance of that date, and the parties may use recent trends
in rental rates in determining the proper Market Rate as of
the beginning of the option period.
f) If Tenant exercises the Extension Option, Landlord shall
determine the Market Rate by using its good faith judgment.
Landlord shall provide Tenant with written notice of such
amount within fifteen (15) days after Tenant exercises its
Extension Option. TENANT shall have fifteen (15) days
("Tenant's Review Period") after receipt of Landlord's notice
of the new rental within which to accept such rental. In the
event Tenant fails to accept in writing such rental proposal
by Landlord, then such proposal shall be deemed rejected, and
Landlord and Tenant shall attempt to agree upon such Market
Rate, using their best good faith efforts. If Landlord and
Tenant fail to reach agreement within fifteen (15) days
following Tenant's Review Period ("Outside Agreement Date"),
then each party shall place in a separate sealed envelope
their final proposal as to the Market Rate, and such
determination shall be submitted to arbitration in accordance
with subsections (i) through (v) below. In the event that
Landlord fails to timely generate the initial notice of
Landlord's opinion of the Market Rate, then Tenant may
commence such negotiations by providing the initial notice, in
which event Landlord shall have fifteen (15) days ("Landlord's
Review Period") after receipt of Tenant's notice of the new
rental within which to accept such rental. In the event
Landlord fails to accept in writing such rental proposed by
Tenant, then such proposal shall be deemed rejected, and
Landlord and Tenant shall attempt in good faith to agree upon
such Market Rate, using their best good faith efforts. If
Landlord and Tenant fail to reach agreement within fifteen
(15) days following Landlord's Review Period (which shall be,
in such event, the "Outside Agreement Date" in lieu of the
above definition of such date), then each party shall place in
a separate sealed envelope their final proposal as to Market
Rate, and such determination shall be submitted to arbitration
in accordance with subsections (i) through (v) below.
ARBITRATION OF DISPUTES
(i) LANDLORD AND TENANT SHALL MEET WITH EACH OTHER
WITHIN FIVE (5) BUSINESS DAYS AFTER THE OUTSIDE AGREEMENT DATE AND EXCHANGE
THEIR SEALED ENVELOPES AND THEN OPEN SUCH ENVELOPES IN EACH OTHER'S PRESENCE.
IF LANDLORD AND TENANT DO NOT MUTUALLY AGREE UPON THE MARKET RATE WITHIN ONE
(1) BUSINESS DAY OF THE EXCHANGE AND OPENING OF ENVELOPES, THEN, WITHIN TEN
(10) BUSINESS DAYS OF THE EXCHANGE AND OPENING OF ENVELOPES, LANDLORD AND
TENANT SHALL AGREE UPON AND JOINTLY APPOINT A SINGLE ARBITRATOR WHO SHALL BY
PROFESSION BE A REAL ESTATE BROKER OR AGENT WHO SHALL HAVE BEEN ACTIVE OVER
THE FIVE (5) YEAR PERIOD ENDING ON THE DATE OF SUCH APPOINTMENT IN THE
LEASING OF COMMERCIAL OFFICE BUILDINGS SIMILAR TO THE PREMISES IN THE
GEOGRAPHICAL AREA OF THE PREMISES. NEITHER LANDLORD NOR TENANT SHALL CONSULT
WITH SUCH BROKER OR AGENT AS TO HIS OR HER OPINION AS TO THE MARKET RATE
PRIOR TO THE APPOINTMENT. THE DETERMINATION OF THE ARBITRATOR SHALL BE
LIMITED SOLELY TO THE ISSUE OF WHETHER LANDLORD'S OR TENANT'S SUBMITTED
MARKET RATE FOR THE PREMISES IS THE CLOSEST TO THE ACTUAL MARKET RATE FOR THE
PREMISES AS DETERMINED BY THE ARBITRATOR, TAKING INTO ACCOUNT THE
REQUIREMENTS FOR DETERMINING MARKET RATE SET FORTH HEREIN. SUCH ARBITRATOR
MAY HOLD SUCH HEARINGS AND REQUIRE SUCH BRIEFS AS THE ARBITRATOR, IN HIS OR
HER SOLE DISCRETION, DETERMINES IS NECESSARY. IN ADDITION, LANDLORD OR TENANT
MAY SUBMIT TO THE ARBITRATOR WITH A COPY TO THE OTHER PARTY WITHIN FIVE (5)
BUSINESS DAYS AFTER THE APPOINTMENT OF THE ARBITRATOR ANY MARKET DATA AND
ADDITIONAL INFORMATION SUCH PARTY DEEMS RELEVANT TO THE DETERMINATION OF THE
MARKET RATE ("RR DATA"), AND THE OTHER PARTY MAY SUBMIT A REPLY IN WRITING
WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF SUCH RR DATA.
(ii) THE ARBITRATOR SHALL, WITHIN THIRTY (30) DAYS
OF HIS OR HER APPOINTMENT, REACH A DECISION AS TO WHETHER THE PARTIES SHALL
USE LANDLORD'S OR TENANT'S SUBMITTED MARKET RATE AND SHALL NOTIFY LANDLORD
AND TENANT OF SUCH DETERMINATION.
(iii) THE DECISION OF THE ARBITRATOR SHALL BE
FINAL AND BINDING UPON LANDLORD AND TENANT.
(iv) IF LANDLORD AND TENANT FAIL TO AGREE UPON AND
APPOINT AN ARBITRATOR, THEN THE APPOINTMENT OF THE ARBITRATOR SHALL BE MADE
BY THE PRESIDING JUDGE OF THE ORANGE COUNTY SUPERIOR COURT, OR, IF HE OR SHE
REFUSES TO ACT, BY ANY JUDGE HAVING JURISDICTION OVER THE PARTIES.
(v) THE COST OF THE ARBITRATION SHALL BE PAID BY
LANDLORD AND TENANT EQUALLY.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF
DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA
LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS
ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU
REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE
COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MASTERS INCLUDED IN THE ARBITRATION OF DISPUTES
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND
YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED
IN A COURT OR JURY TRIAL. BY INITIALIZING IN THE SPACE BELOW YOU ARE GIVING
UP ANY RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION TO NEUTRAL ARBITRATION.
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(Landlord, initials) (Tenant initials)
6. Except as explicitly set forth herein, nothing contained herein shall
be deemed or construed to modify, waive, impair or affect any of the
covenants, agreements, terms, provisions or conditions contained in the
Lease. In addition, the acceptance of rents by Landlord from Tenant or anyone
else liable under the Lease shall not be deemed saiver by Landlord of any
provisions of the Lease. The Amendment to Lease is the complete understanding
between the parties and supersedes all other prior agreements and
representations concerning its subject matter.
7. Except as explicitly set forth herein, nothing contained herein shall
be deemed or construed to modify, waive, impair or affect any of the
covenants, agreements, terms, provisions or conditions contained in the
Lease. This Amendment to Lease is the complete understanding between the
parties and supersedes all other prior agreements and representations
concerning its subject matter.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Addendum.
LANDLORD:
ADVENT REALTY LIMITED PARTNERSHIP 11, a Delaware limited partnership
By: ADVENT REALTY GP 11 LIMITED PARTNERSHIP, a
Delaware limited partnership
Its: General Partner
By: ADVENT REALTY, INC., a Delaware corporation
Its: General Partner
By:
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Xxxxxxx X. Xxxxx, Chairman*
OR
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, President*
Tenant:
HOMELIFE REALTY SERVICES, INC., a Delaware corporation
By: /s/ XXXXXX XXXXXXXX
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Name: XXXXXX CIMERNAN
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Xxxxxx Xxxxxxxx
(please print)
Its:
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*It is the intention of the parties hereto that this Agreement will be executed
on behalf of Landlord by either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxx and that the
signatures of both Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx will not be required.
