EXHIBIT 10.15
SUBLEASE AND SHARING AGREEMENT
THIS AGREEMENT, dated as of _______________, 1996, between
GOLDEN BEAR INTERNATIONAL, INC., a Florida corporation (the "Sublessor"), and
GOLDEN BEAR GOLF, INC., a Florida corporation (the "Sublessee"), recites and
provides: RECITALS:
A. By "Lease Agreement" as amended (the "Lease Agreement"),
between GOLDEN BEAR PLAZA ASSOCIATES as lessor (the "Lessor"), and the
Sublessor, as lessee, the Lessor leased to the Sublessor certain office space
(the "Premises") in the building (the "Building") located in the City of Palm
Beach Gardens, Florida, with a street address of Three Golden Bear Plaza, ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
B. The Sublessor has agreed to lease to the Sublessee and
the Sublessee has agreed to lease from the Sublessor that portion of the
Premises (the "Subleased Premises") described on composite Exhibit "A" hereto on
the terms and conditions hereinafter set forth.
SUBLEASE AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the Sublessor and the Sublessee hereby agree as
follows:
1. DESCRIPTION OF SUBLEASED PREMISES. The Sublessor hereby
demises and subleases to the Sublessee and the Sublessee hereby rents and
subleases from the Sublessor, on the terms and conditions hereinafter set forth,
the
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Subleased Premises containing approximately 14,962 square feet and designated on
Exhibit "A".
2. TERM.
(a) The term of this Sublease Agreement shall
commence on the date hereof, and shall end at the same date as the Lease
Termination date, unless sooner terminated or extended on the terms and
conditions set forth herein.
(b) Sublessee shall have no right to extend this
Sublease unless Sublessor and Sublessee have entered into a written agreement
therefor prior to expiration of the term hereof.
3. RENT. During the term of this Sublease Agreement
the Sublessee covenants and agrees to pay to the Sublessor the amounts set forth
on Exhibit "B" hereto; such amounts to be payable to Sublessor on the first day
of each month for the succeeding month. All such Rent is based on a straight
pass through of rental charges to Sublessor under the Lease. The first rental
payment due shall be on the execution hereof and shall be pro-rated if the term
hereof does not commence on the first day of a calendar month. Sublessee shall
also pay all Florida sales tax due on all rental payments hereunder.
4. INCORPORATION OF LEASE AGREEMENT. The Lease Agreement is
incorporated herein by this reference thereto with the same force and effect as
if it were fully set forth herein and, except as otherwise herein specifically
provided, nothing herein shall in any way be interpreted or construed as to
result in an amendment or modification of the Lease Agreement. A true, correct,
and complete copy of the Lease Agreement is set forth on Exhibit "C" hereto. For
purposes hereof, the Lease Agreement includes the "FHS Sublease" attached here
as Exhibit C-1. The parties
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under the FHS Sublease Agreement intend to amend the Lease to include the
subleased premises under the FHS Sublease.
5. COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT.
All rights, powers, and privileges granted to the Sublessee under this Sublease
Agreement are subject to the provisions of the Lease Agreement. The Sublessee
covenants and agrees to comply with all of the provisions of the Lease Agreement
and to perform all of the obligations of the Sublessor under the Lease Agreement
pertaining to the Subleased Premises, except that the Sublessor shall pay rent
to the Lessor according to the terms and conditions of the Lease Agreement and
the Sublessee shall pay rent to the Sublessor in such amounts and on such dates
as provided in this Sublease Agreement.
6. SUBLESSEE'S COVENANTS.
(a) The Sublessee covenants and agrees that it will occupy the
Subleased Premises in accordance with the Lease Agreement and it will not suffer
to be done nor omit to do any act which may result in a violation of or default
under any of the terms and conditions of the Lease Agreement or render the
Sublessor liable for any charge or expense thereunder (except for any matters
approved by Sublessor in advance, which approval shall not be unreasonably
whithheld if Sublesee has made appropriate security arrangements satisfactory to
Sublessor).
(b) The Sublessee further covenants and agrees to indemnify the
Sublessor against and hold it harmless from any loss, liability, damage or
expense (including attorney's fees) arising out of, by reason of, or resulting
from (i) the Sublessee's failure to perform or observe any of the terms and
conditions of this Sublease Agreement or the Lease Agreement or (ii) the
Sublessee's use or occupancy of the Subleased Premises; excepting, however,
claims, actions, damages, liability and expense arising
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out of the willful or negligent act or failure of Sublessor, its agents,
servants, employees, or contractors.
(c) At the commencement hereof, and throughout the term hereof, the
Sublesee shall maintain appropriate liability and casualty insurance in the
amounts set forth in the Lease Agreement and deliver appropriate evidence
thereof to Sublessor upon request.
7. ADDITIONAL RENT. Notwithstanding any other provisions in
this Sublease Agreement to the contrary, the Sublessee shall pay as additional
rent to the Sublessor, upon demand, (i) any and all sums which the Sublessor may
be required to pay to the Lessor arising out of, by reason of, or resulting from
the Sublessee's failure to perform or observe one or more of the terms and
conditions of this Sublease Agreement and (ii) those amounts set forth in
Sections 3, 14 and 15 hereof and (iii) those amounts set forth in the portion of
this Agreement entitled "Sharing Agreement."
8. ACCEPTANCE. Sublessee agrees to accept the
Subleased Premises in an "as is" condition and the Sublessee acknowledges that
no representations with respect to the condition thereof or any other matters
have been made to it by the Sublessor, or its representatives.
9. ALTERATIONS.
(a) Sublessee shall make no alterations or additions to the
Subleased Premises without the prior written consent of the Sublessor.
(b) All matters with respect to any such alterations or
additions and the construction thereof shall be approved by Sublessor, and, if
applicable, the Lessor. Any approved alterations or additions shall be
constructed at the sole cost and expense of the Sublessee. Sublessee shall allow
no mechanics liens to be filed in connection therewith and shall indemnify and
hold Sublessor harmless from any loss, cost, damage
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or expense whatsoever in connection therewith. All such improvements shall be
constructed in a good and workmanlike manner and in compliance with all
applicable laws and building standards.
(c) All alterations, additions, and improvements shall
become the property of the Sublessor upon the completion thereof.
10. RIGHT TO ENFORCE. The Sublessee agrees that the
Sublessor shall not be required to perform any of the covenants and obligations
of the Lessor under the Lease Agreement, or to expend any money for the
preservation or repair of the Subleased Premises, and, insofar as any of the
covenants or obligations of the Sublessor hereunder are required to be performed
under the Lease Agreement by the Lessor, the Sublessee shall rely on and look
solely to the Lessor under the Lease Agreement for the performance thereof. If
the Lessor shall default in the performance of any of its obligations under the
Lease Agreement, and if within a reasonable period after the receipt of written
notice from the Sublessee, the Sublessor fails to enforce such rights, then the
Sublessee shall have the right, in the name of the Sublessee or, if necessary,
in the name of the Sublessor, to enforce any such rights. Such enforcement shall
be at the sole expense of the Sublessee and the Sublessee shall indemnify the
Sublessor against all costs and expenses, including, but not limited to,
reasonable counsel fees, which may be incurred by the Sublessor in connection
with any claim, action, or proceeding undertaken by the Sublessee.
11. DEFAULT. In the event that the Sublessee defaults in the
payment of any monetary amount due hereunder and such default continues for a
period of three (3) days after receipt of written notice or in the event the
Sublessee fails to comply with any other term or condition of this Agreement or
of the Lease Agreement, and such default continues for a period of ten (10) days
after receipt of written notice thereof,
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then in either event the Sublessor shall have the right to: (a) declare this
Sublease Agreement terminated and receive as damages all rentals which would
have become due hereunder less the proceeds from reletting the Subleased
Premises, if any, plus reasonable expenses in connection therewith; and (b)
pursue all other remedies available to it at law or in equity.
12. RIGHT OF ENTRY. Sublessor shall have the right to enter
the Subleased Premises during reasonable business hours to examine the same, or
to make such repairs or alterations as they deem necessary, or to exhibit the
Subleased Premises to prospective purchasers or lessees.
13. NOTICES. All notices from the Sublessee to the
Sublessor required or permitted by any provision of this Sublease Agreement
shall be in writing and delivered by hand or sent by registered or certified
mail and addressed as follows:
Golden Bear International, Inc.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman
All notices from the Sublessor to the Sublessee required
or permitted by any provision of this Sublease Agreement shall be in writing and
delivered by hand or sent by registered or certified mail and addressed as
follows:
Golden Bear Golf, Inc.
Three Golden Bear Plaza
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▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: The President
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The effective date of the notice shall be the date of
delivery if by hand or the second business day after the date on which the
notice is mailed. Either party may, at any time, or from time to time, designate
in writing a substitute address set forth above, and thereafter notices shall be
directed to such substitute address.
14. PARKING. As long as this Agreement is in effect,
Sublessee shall have the right to utilize six (6) underground parking spaces
designated by Sublessor. Additional rent for these spaces shall be payable as
set forth in Exhibit "B" hereto.
15. UTILITIES. Sublessor shall pay directly all utilities
(e.g. electricity, telephone) for the Subleased Premises, if separately metered.
If not, all such charges shall constitute additional rent and shall be
calculated based on "Tenant's Percentage" of 46.96%. Sublessee shall pay all
charges for air-conditioning utilized in accordance with the provisions of the
Lease Agreement, in addition to normal business hours. In addition, Sublessee
shall pay all other expenses for the Subleased Premises, including real estate
taxes and other common area maintenance charges as required by the Lease
Agreement, which sums shall be based on Tenant's Percentage and shall be due and
payable monthly with the rent hereunder.
16. TERMINATION. Upon the termination hereof, the
Sublessee shall deliver the Subleased Premises to the Sublessor in broom clean
condition and shall remove all of its personal property thereform. In addition,
at the request of Sublessor, Sublessee shall restore the Subleased Premises to
the condition existing prior to any alterations or additions.
SHARING AGREEMENT
1. USE OF FACILITIES. Sublessor shall allow Sublessee to use
those common areas and facilities located in the Premises as more particularly
identified in
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Exhibit "A" hereto (the "Common Areas"), which consist of reception areas,
conference rooms, break rooms, and storage areas.
2. CHARGES. The cost of all of such facilities shall
be based on the allocations set forth in Exhibit "A". Base charges for the
Common Areas are set forth on Exhibit "B". Additional charges shall be due and
payable, as applicable, on a "cost basis". "Cost basis" shall mean ordinary and
reasonable pro-rata charges based on Sublessor's costs and shall be pro rated
based on the ratio between the area of the Subleased Premises and the entire
area of the Premises.
MISCELLANEOUS
1. ASSIGNMENT AND SUBLETTING. The covenants, conditions, and
agreements contained in this Agreement shall bind and inure to the benefit of
the Sublessor and the Sublessee and their respective heirs, devises, personal
representatives, successors, and assigns, subject to the provisions of the Lease
Agreement; provided, however, that the Sublessee shall not sublet or assign this
Sublease, nor any interest therein, without the prior written consent of the
Sublessor and Lessor, which consent may be withheld in accordance with the
provisions of the Lease Agreement. Notwithstanding any authorized subletting or
assignment, the Sublessee shall remain liable to the Sublessor in accordance
with the terms, covenants, and conditions of this Agreement. Consent by the
Sublessor and the Lessor to any assignment or subletting shall not constitute a
waiver of the necessity for such consent to any subsequent assignment or
subletting.
2. AMENDMENT AND MODIFICATION. This Agreement shall not be
amended or modified and no waiver of any provision hereof shall be effective
unless set
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forth in written instrument executed by the Sublessor and the Sublessee with the
same formalities as herein.
3. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the Sublessor and the Sublessee relative to the subject matter
hereof and supersedes all prior and contemporaneous negotiations,
understandings, and agreements, written or oral, between the parties.
4. LITIGATION. In any litigation in connection herewith: (a)
the prevailing party shall be entitled to court costs and reasonable attorneys'
fees and (b) both parties waive the right to trial by jury.
5. BROKERAGE. Sublessor and Sublessee each warrant and
represent to the other that, each such party has not dealt with any broker in
connection with this transaction. In the event of any claim(s) by any other
person or firm for a finder's fee, professional fee or brokerage commission,
Sublessor and Sublessee hereby agree to indemnify and hold the other parties
harmless from any and all losses, damages, costs and expenses, including, but
not limited to, attorneys' fees and related disbursements through trial and on
appeal, incurred in connection with such claim(s) if the warranties stated above
are proven to be false.
WITNESS the following signatures and seals:
WITNESSES: GOLDEN BEAR INTERNATIONAL, INC.
______________________ By:________________________(SEAL)
Name: Name:
Title:
______________________
Name:
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GOLDEN BEAR GOLF, INC.
By:_________________________(SEAL)
Name:
Title:
____________________
Name:
____________________
Name:
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SCHEDULE OF EXHIBITS
Exhibit "A" Designation of Subleased Premises
(approximately 14,962 square feet)
Exhibit "B" Rent
Exhibit "C" Lease Agreement
Exhibit "C-1" FHS Sublease
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EXHIBIT "B"
BASE RENT
Annual Base Rent $_____ /year (until)
$________/month plus
sales tax; subject to
adjustment as set forth in the
Lease
Real estate taxes, insurance $______/year
and c.a.m. $________/month, plus
sales tax; subject to
adjustment as set forth in
the Lease
Underground Parking Spaces
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