Exhibit 10.104
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease") is entered into this 1st day of July,
1997, by and between CHANCELLOR OF LAUDERHILL I, INC., a Delaware corporation,
whose address is 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Sublessor"),
and CAREMATRIX OF LAUDERHILL I, INC., a Delaware corporation, whose address is
000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Sublessee").
RECITALS
WHEREAS, Sublessor entered into that certain Lease dated July 1, 1997
("Master Lease") by and between Unicom Partnership Ltd., a Florida limited
partnership, as "Landlord" (the "Landlord") and Sublessor as "Tenant", pursuant
to which Landlord rents to Sublessor that certain land situated in Broward
County, Florida and more particularly described on Exhibit "A" attached hereto
and made a part hereof (the "Land"), which Land is improved with an assisted
living/independent living facility (the "Facility") known as "Forest Trace at
Inverrary" located at 0000 XX 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx
(collectively, the "Premises"); and
WHEREAS, Sublessee desires to sublease from the Sublessor and the Sublessor
desires to sublease to the Sublessee the Premises on the terms and conditions
set forth hereinbelow.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
obligations, promises and covenants herein contained, and in further
consideration of ten ($10.00) dollars cash in hand paid by each party hereto to
the other, the receipt and adequacy of which is hereby acknowledged by each of
the parties hereto, it is hereby agreed as follows:
1. Recitals: The foregoing recitals are true and correct and made a part
hereof. Capitalized terms used but not defined in this Sublease shall have the
meanings given to them in the Master Lease.
2. Premises and Term: Sublessor hereby leases to Sublessee and Sublessee
hereby leases from Sublessor the Premises for a term (the "Term") commencing on
the Commencement Date and expiring on the Expiration Date.
3. Rent: Sublessee shall pay to Sublessor during the term of this Sublease
as monthly rent (collectively, "Rent"), without deduction, setoff, prior notice,
or demand, a total sum equal to
(i) the Base Rent, (ii) the additional rent as calculated in Section 4.02 of the
Master Lease, and (iii) all other payments due from Sublessor to Landlord under
the Master Lease, plus applicable sales or use tax thereon, if any. All Rent
shall be paid to Sublessor at the address to which notices to Sublessor are
given.
4. Insurance: Sublessee shall, at its sole cost and expense, provide and
maintain in force from the Commencement Date and during the entire Term of this
Sublease, insurance in the types of coverages, the amounts and otherwise as
required to be maintained by Sublessor pursuant to the Master Lease. The policy
or policies of insurance shall name as the insured thereunder both the Sublessor
and Sublessee. Sublessee shall independently insure for its own interest all
trade fixtures, furniture, furnishings, equipment and other installations of
Sublessee not otherwise covered under the Sublessee's insurance coverage as
described herein.
5. Water, Sewer, Gas, Electricity and Other Utilities: Sublessee shall be
responsible directly to the applicable utility supplier for payment of monthly
water, sewer, gas, electricity, and other utilities bills for the Premises.
6. Condition of Premises: Sublessor is delivering the Premises to Sublessee
and Sublessee hereby accepts the Premises in an "AS IS" condition. No warranties
or representations are made by Sublessor with respect to the condition of the
Premises, any such warranties or representations being expressly disclaimed.
Sublessor shall not be obliged to make any alterations or improvements to the
Premises or to remove any fixtures or improvements.
7. Incorporation of Terms of Master Lease: This Sublease is subject to and
subordinate to the terms, covenants, conditions and limitations of the Master
Lease which are incorporated by reference into and made a part of this Sublease;
provided, that in the event that there are any inconsistencies between the terms
and provisions of this Sublease and the Master Lease, the terms and provisions
of this Sublease shall control. All the terms, covenants, and limitations
contained in the Master Lease shall be applicable to this Sublease with the same
force and effect as if Sublessor was the Lessor and Sublessee was the Tenant
thereunder; provided, that in case of any breach hereof by Sublessee, Sublessor
shall have all the rights against Sublessee as would be available to the
Landlord against the Sublessor as Tenant under the Master Lease if such breach
was by the lessee thereunder. Sublessee shall have the right to request
Sublessor to make demand upon the Landlord to enforce the terms or obligations
of the Landlord which may effect the Sublessee's use and enjoyment of the
Premises. Upon such request Sublessor shall immediately transmit such demand to
Landlord. Sublessor shall not, however, be liable or responsible to Sublessee
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for any failure or neglect by Landlord in complying with Landlord's duties and
obligations under the Master Lease. In no event shall Sublessor be deemed to be
assuming, and Sublessor is not hereby assuming, any of the Landlord's duties,
responsibilities or obligations in connection with maintenance of the Facility
or the Premises, or with the providing of services to the Premises or with
respect to repair or reconstruction of the Facility or the Premises. In no event
shall Sublessor be deemed in any manner to be released from any of its
obligations under the Master Lease by virtue of this Sublease or the Landlord's
consent hereto, Sublessor acknowledging that it shall be and remain fully liable
under the Master Lease.
8. Indemnity: In consideration of the Premises being leased to Sublessee
for the Rent, Sublessee agrees that: (i) Sublessee, at all times, will indemnify
and keep harmless Sublessor from all losses, damages, liabilities and expenses
which may arise or be claimed against Sublessor and be in favor of any person,
firms or corporations, for any injuries or damages to the person or property of
any persons, firms or corporations, consequent upon or arising from the use or
occupancy of the Premises by Sublessee, or consequent upon or arising from any
acts, omissions, neglect or fault of Sublessee, its agents, servants, employees,
licensees, visitors, customers, clients, patrons or invitees, or consequent upon
or arising from Sublessee's failure to comply with any laws, statutes,
ordinances, codes or regulations as herein provided; (ii) Sublessor shall not be
liable to Sublessee for any damages, losses or injuries to the persons or
property of Sublessee which may be caused by the acts, neglect, omissions or
faults of any persons, firms or corporations, except when such injury, loss or
damage results directly from the gross negligence of Sublessor, its agents or
employees; and (iii) Sublessee will indemnify and keep harmless Sublessor from
all damages, liabilities, losses, injuries, or expenses which may arise or be
claimed against Sublessor and be in favor of any persons, firms or corporations,
where said injuries or damages arose upon the Premises, as a result of the
negligence, neglect or fault of Sublessee, its agents, employees, servants,
licensees, visitors, customers, patrons and invitees. All personal property
placed or moved into the Facility or the Premises shall be at the risk of
Sublessee or the owner thereof, and Sublessor shall not be liable to Sublessee
for any damage to said personal property, except for any damage resulting from
the acts of gross negligence of Sublessor or its authorized representatives.
Sublessee shall maintain at all times during the term of this Sublease an
insurance policy or policies in an amount or amounts sufficient to indemnify the
Sublessor or pay the Sublessor's damages, if any, resulting from any matters set
forth in this paragraph. Any such policy shall name Sublessor as additional
insured.
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In case Sublessor shall be made a party to any litigation arising from any
matters set forth in this paragraph, then the Sublessee shall protect and hold
the Sublessor harmless and shall pay all costs, expenses and reasonable
attorney's fees (at trial and all appellate levels) incurred or paid by the
Sublessor in connection with such litigation.
9. Cleaning Upon Vacating: Upon vacating the Premises, Sublessee shall
surrender same and shall clean and restore the Premises, at its own expense, so
that the Premises will be in the same condition (except for ordinary wear and
tear) as when the Premises were first occupied by Sublessee. Notwithstanding
anything contained herein to the contrary, Sublessor can elect to retain or
dispose of in any manner any alterations, improvements or Sublessee's personal
property that Sublessee does not remove from the Premises on expiration or
termination of the term allowed or otherwise required by this Sublease. Title to
any such alterations, improvements or personal property that Sublessor elects to
retain or dispose of shall vest in Sublessor. Sublessee waives all claims
against Sublessor for any damage to Sublessee resulting from Sublessor's
retention or disposition of any such alterations or improvements.
10. Brokerage: The parties hereto each represent to the other that neither
has dealt with any real estate broker in connection with the negotiation and/or
consummation of the transactions contemplated by this Sublease. Each party
agrees that it will defend, save and hold harmless against claim or loss
(including reasonable attorney's fees) which may be asserted against the other
by reason of any claims or determinations in contravention of the
representations contained in this paragraph.
11. Prior Understandings: All prior understandings and agreements between
the parties are merged within this Sublease which fully and completely sets
forth the understanding of the parties. This Sublease may not be changed or
terminated orally or in any matter other than by an agreement in writing.
12. Assignment: Sublessee shall not assign, pledge or mortgage its interest
in this Sublease nor shall it further sublet the Premises, or any portion
thereof, without the prior written consent of the Sublessor.
13. Notices: Any notice or demand which either party may or must give to
the other hereunder shall be in writing and delivered personally or sent by
registered mail to the address set forth on the first page of this Sublease.
14. Default: If any of the Rent or other payment due from Sublessee to
Sublessor is not promptly and fully made when due, or
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if any other of the terms and conditions of this Sublease or in the Master Lease
on the part of Sublessee to be performed are not fully and promptly complied
with by Sublessee, Sublessor may declare Sublessee in default hereunder and may
exercise any and all rights and remedies available under applicable law upon the
occurrence of a default. The default provisions and the time of payment
provisions stated herein shall control over the provisions of the Master Lease.
15. Attorneys Fees: In connection with any litigation arising out of this
Sublease, the prevailing party shall be entitled to recover all costs incurred
including reasonable attorneys' fees, which reasonable attorneys' fees shall
include, but not be limited to, attorneys' fees incurred by such prevailing
party for the services of its attorneys at trial and all appellate levels.
16. Tender and Delivery of Sublease Instrument: Submission of this Sublease
for examination does not constitute an offer, right of refusal, reservation of
or option for the Facility or the Premises. This Sublease becomes effective as a
sublease upon execution by both Sublessor and Sublessee and receipt by Sublessor
of written approval of this Sublease by the Landlord.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Sublease Agreement
as of the date first above written.
WITNESSES: SUBLESSOR:
CHANCELLOR OF LAUDERHILL I,
INC., a Delaware corporation
/s/ XXXX X. XXXXXXXX By:/s/ [ILLEGIBLE]
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Print Name: Xxxx X. Xxxxxxxx Print Name: [ILLEGIBLE]
Title: VP
/s/ [ILLEGIBLE]
----------------------------------
Print Name: [ILLEGIBLE]
SUBLESSEE:
CAREMATRIX OF LAUDERHILL I,
INC., a Delaware corporation
/s/ XXXX X. XXXXXXXX By:/s/ [ILLEGIBLE]
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Print Name: Xxxx X. Xxxxxxxx Print Name: [ILLEGIBLE]
Title: EVP
/s/ [ILLEGIBLE]
----------------------------------
Print Name: [ILLEGIBLE]
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CONSENT TO SUBLEASE
The undersigned, as Landlord of the Premises under the Master Lease
described hereinabove, does hereby consent to the above Sublease.
WITNESSES: UNICOM PARTNERSHIP LTD., a
Florida limited partnership
By: F. Trace, Inc., a Florida
corporation, its General
Partner
/s/ XXXX X. XXXXXXXX By: /s/ [ILLEGIBLE]
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Print Name: Xxxx X. Xxxxxxxx Print Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
/s/ [ILLEGIBLE]
----------------------------------
Print Name: [ILLEGIBLE]
Dated: July 1, 1997
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