Exhibit 10.49
SIXTH AMENDMENT TO LEASE AGREEMENT FOR OFFICE FACILITIES
This Sixth Amendment to Office Building Lease (hereinafter the "Sixth
Amendment") is made this day of April 19, 2006, by and between Metropolitan Life
Insurance Company, a New York corporation (as successor-in-interest from WRC
Properties, Inc.) (the "Landlord") and CompBenefits Dental and Vision, a Florida
Corporation (the "Tenant").
WITNESSETH:
WHEREAS, by lease dated April 6, 1995 (the "Lease"), Landlord leased to
Tenant certain premises at 5775 Waterford at Blue Lagoon (the "Building") 0000
Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000 and being office space on the third
(3rd) and fourth (4th) floors, known as Suite 325 and Suite 400 (the
"Premises"), consisting of 15,969 rentable square feet; and
WHEREAS, said Lease was amended by that certain First Amendment to Office
Lease Agreement dated September 6, 1995 (the "First Amendment"), Landlord and
Tenant agreed to expand the Original Premises by 4,341 rentable square feet,
known as Suite 137, 320 and 330; and
WHEREAS, said Lease was further amended by that certain Second Amendment to
Lease Agreement dated February 11, 1997 (the "Second Amendment"), Landlord and
Tenant agreed to expand the Original Premises by 1,056 rentable square feet,
known as Suite 310; and
WHEREAS, said Lease was further amended by that certain Third Amendment to
Lease Agreement for Office Facilities dated June 11, 1997 (the "Third
Amendment"), Landlord and Tenant agreed to expand the Original Premises by 1,155
rentable square feet, known as Suite 340; and
WHEREAS, said Lease was further amended by that certain Fourth Amendment to
Lease Agreement for Office Facilities dated November 5, 1997 (the "Fourth
Amendment"), Landlord and Tenant agreed to expand the Original Premises by 7,394
rentable square feet, known as Suite 200; and
WHEREAS, said Lease was further amended by that certain Fifth Amendment to
Lease Agreement for Office Facilities dated October 29, 2001 (the "Fifth
Amendment"), Tenant extended the Term of the Lease Agreement and reduced the
size of the Original Premises (15,969 rentable square feet)(the Lease, First
Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth
Amendment hereinafter collectively referred to as the "Lease Agreement"); and
WHEREAS, Tenant desires to extend the term of the Lease in accordance with
the terms hereinafter set forth; and
WHEREAS, Landlord and Tenant wish to document their agreement with respect
thereto.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:
1. INCORPORATION OF RECITAL.
The above recital is true and correct and is incorporated herein as if set
forth in full.
2. GENERAL PROVISIONS.
All defined terms in this Sixth Amendment shall have the same meaning as in
the Lease Agreement, except as otherwise noted. Except as amended and
modified by this Sixth Amendment, all the terms, covenants, conditions and
agreement of the Lease Agreement shall remain in full force and effect. In
the event of any conflict, between the provisions of the Lease Agreement
and the provisions of this Sixth Amendment, this Sixth Amendment shall
control.
SIXTH AMENDMENT TO LEASE AGREEMENT FOR OFFICE FACILITIES
CompBenefits Dental & Vision
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3. BASE RENTAL.
Effective January 1, 2006, the Base Rental, as stated in Paragraph 10 of
the Fifth Amendment shall be deleted in its entirety and the following
shall be substituted in lieu thereof:
Annual Rent Rate Per
Rentable Square Feet Annualized Monthly
From To of the Premises Base Rental Base Rental
---- -------- -------------------- ----------- -----------
01/01/06 12/31/06 $21.25 $339,341.25 $28,278.44
01/01/07 12/31/07 $21.89 $349,561.41 $29,130.12
01/01/08 12/31/08 $22.54 $359,941.26 $29,995.11
01/01/09 12/31/09 $23.22 $370,800.18 $30,900.02
01/01/10 12/31/10 $23.92 $381,978.48 $31,831.54
01/01/11 12/31/11 $24.63 $393,316.47 $32,776.37
01/01/12 12/31/12 $25.37 $405,133.53 $33,761.13
01/01/13 12/31/13 $26.13 $417,269.97 $34,772.50
01/01/14 12/31/14 $26.92 $429,885.48 $35,823.79
01/01/15 12/31/15 $27.73 $442,820.37 $36,901.70
4. LEASE TERM.
The Lease Term, as stated in Paragraph 3 of the Fifth Amendment, shall be
extended such that the new expiration date shall become December 31, 2015.
5. OPERATING EXPENSE ADJUSTMENTS.
Tenant shall continue to pay as additional rent Tenant's pro rata share of
Operating Expenses applicable to the Premises in accordance with the Lease
Agreement, with the exception that effective on January 1, 2006, the
Expense Stop with regard to the Premises shall be the greater of $10.07 per
square foot per year or the actual Operating Expense amount for 2006.
Effective January 1, 2006, Tenant's pro rata share is 27.28% which is
calculated by dividing the agreed rentable area of the Premises (15,969
RSF) by the total agreed rentable area of the Building (58,119 RSF).
6. TENANT IMPROVEMENT ALLOWANCE.
(a) Tenant, at its election, will submit plans before the end of 2006 for
any improvements which require a permit.
(b) Tenant's Plans shall be subject to Landlord's review and approval,
which shall not be unreasonably withheld. Landlord shall accept or notify
Tenant of its objections to Tenant's Plans within five (5) days after
receipt thereof. Should Tenant fail to submit Tenant's Plans within the
time period set forth in subsection (a) above, or fail to make any
modifications Landlord may reasonably require within ten (10) days of
notice thereof, then every day subsequent to the tenth (10th) day shall be
a delay caused by Tenant and Paragraph 6 (g) of this Sixth Amendment shall
apply. Notwithstanding Landlord's review and approval of Tenant's Plans,
Landlord assumes no responsibility whatsoever, and shall not be liable for
the manufacturer's, architect's, or engineer's design or performance of any
structural, mechanical, electrical, or plumbing systems or equipment of
Tenant.
(c) Once Landlord approves Tenant's Plans, Tenant shall, at Tenant's
expense, provide Landlord with three (3) sets of Tenant's Plans, which
shall be signed and dated by both parties. Changes to Tenant's Plans shall
be made thereafter only by written addendum signed by both parties.
(d) Within fifteen (15) days following receipt of the final approved
Tenant's Plans, Landlord shall prepare an estimated budget (the
"Construction Budget") of the cost of the Tenant Improvements, and shall
submit same to Tenant. The Construction Budget shall be in reasonable
detail and shall reflect unit costs for all improvements which are
reasonable and competitive in amount, given the then current market
conditions pertinent to labor and material costs for such
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CompBenefits Dental & Vision
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construction. Tenant shall have five (5) business days from receipt of the
Construction Budget to examine the Construction Budget and to notify Landlord of
its objections thereto. The Construction Budget shall not be deemed approved
until initialed by both parties. The Construction Budget shall be used as a
basis for calculating Tenant's Costs, as hereinafter defined, if any. Following
final completion of the Tenant Improvements, Landlord shall provide Tenant with
a statement of actual costs thereof, including the costs of any mutually
approved change orders.
Within fifteen (15) days following receipt of the final approved Tenant's
Plans, Landlord shall also prepare a schedule (the "Work Schedule") which will
set forth the time table for completion of the Tenant Improvements, and shall
submit same to Tenant. Tenant shall then have five (5) business days from
receipt of the Work Schedule to examine the Work Schedule and notify the
Landlord of its objections thereto. The Work Schedule shall not be deemed
approved until initialed by both parties. The Work Schedule will set forth each
of the items of work to be done or approvals to be given by Landlord and Tenant
in connection with the completion of the Tenant Improvements. All Tenant
Improvements shall be performed in accordance with the Work Schedule.
(e) Following approval of the Construction Budget and Work Schedule and Tenant's
payment of Tenant's Costs, if any, Landlord shall commence and diligently pursue
construction of the Tenant Improvements in accordance with Tenant's Plans and
the Work Schedule. Landlord shall be paid a construction supervision fee in
consideration for its services hereunder equal to three percent (3%) of the
amount over the Tenant Improvement Allowance set forth in Paragraph 6 (i). Such
fee shall be payable by Tenant to Landlord one hundred percent (100%) upon
commencement of construction.
(f) Landlord shall obtain all building permits necessary to complete all Tenant
Improvements. Tenant shall bear the cost of all building permits.
(g) In connection with Landlord's review of Tenant's Plans and preparation of
the Construction Budget, Landlord shall advise Tenant in writing of any special
material, finish, or fixture requested by Tenant that will result in a delay in
Landlord's compliance with the Work Schedule. In such event, Tenant shall either
modify its specifications so as not to delay construction or be deemed to have
accepted responsibility for any resulting delay.
(h) Landlord shall provide Tenant with an allowance (the "Tenant Improvement
Allowance") as a credit against the cost of the Tenant Improvements.
Notwithstanding anything contained in the Lease to the contrary, the Tenant
Improvement Allowance shall be equal to TEN DOLLARS AND NO/100 ($10.00) per
square foot of Rentable Area of the Premises, which equates to the total amount
of ONE HUNDRED FIFTY NINE THOUSAND SIX HUNDRED NINETY AND 00/100 ($159,690.00).
To the extent that the total actual (as opposed to budgeted) costs of the Tenant
Improvements exceeds the Tenant Improvement Allowance, and Tenant has approved
all of such costs in writing in the Construction Budget or in change orders,
Tenant shall pay the full amount of such excess ("Tenant's Costs") as follows:
(i) Prior to commencement of construction of the Tenant Improvements,
Tenant shall pay Landlord an amount equal to one hundred percent
(100%) of Tenant's Costs, as such amount is then determined by
reference to the Construction Budget.
(ii) Within thirty (30) days following Landlord's submittal to Tenant of a
final accounting of Tenant's Costs, Tenant shall pay Landlord the then
remaining balance of Tenant's Costs, or Landlord shall reimburse
Tenant any excess amounts previously paid, as the case may be.
(i) Tenant's Costs represent a reimbursement of monies expended by Landlord on
Tenant's behalf. Payment when due shall be a condition to Landlord's continued
performance under this Sixth Amendment. Any delay in construction of the Tenant
Improvements resulting from Tenant's failure to make any Tenant's Costs payments
when due shall be Tenant's responsibility. Tenant's failure to pay any portion
of Tenant's Costs when due shall constitute a default under the Lease (subject
to any applicable notice requirements or grace periods), entitling Landlord to
all of its remedies thereunder.
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(j) In the event the total cost of the Tenant Improvements is less than the
Tenant Improvement Allowance, Tenant shall not receive any credit or
payment for any such unused portion of said Tenant Improvement Allowance.
The Tenant Improvement Allowance is available for use anytime during 2006,
including any work completed in 2007 based on any plans submitted by the
end of 2006. The Allowance may be used for some additional costs including,
but not limited to construction, the actual cost to move the furniture and
boxes, low voltage cabling, phone and computer installation, or signage.
7. BROKERS.
Landlord and Tenant each represent and warrant one to the other that except
as may be hereinafter set forth, neither of them has employed any broker in
connection with the negotiations of the terms of this Sixth Amendment or
the execution thereof. Landlord and Tenant hereby agree to indemnify and to
hold each other harmless against any loss, expense or liability with
respect to any claims for commissions or brokerage fees arising from or out
of any breach of the foregoing representation and warranty. Landlord
recognizes Xxxxxx & Xxxxxx of Florida, LLC and ICON Commercial Interests,
L.L.C., as the sole brokers with whom Landlord has dealt in this
transaction. ICON Commercial Interests, L.L.C shall be compensated in
accordance with the terms and provisions of that certain Co-Brokerage
Agreement dated March 22, 2006 attached hereto as Exhibit "B".
8. PARKING.
(a) During the Lease Term, Tenant shall have the non-exclusive use in
common with Landlord, other Building Tenants, and their respective guests
and invitees, of the non-reserved vehicle parking areas, driveways and
pedestrian access to same located in the parking lot, subject to the rules
and regulations promulgated by Landlord from time to time. Landlord shall
provide for the use of Tenant and its employees three and a half spaces per
one thousand rentable square feet leased (3.5/1000), unassigned parking
spaces at all times (the "Spaces") in the parking lot, at no cost to
Tenant.
(b) Landlord shall have a right to designate the location of Tenant's
parking and alter such designation upon reasonable notice to Tenant.
Landlord shall also have the right to establish or modify the methods used
to control parking in the parking lot, including without limitation the
installation of certain control devices or the hiring of parking attendants
or a managing agent.
(c) Landlord shall have no liability whatsoever for any property damage or
personal injury which might occur as a result of or in connection with the
use of the Spaces by Tenant, its employees, agents, invitees and licensees,
and Tenant hereby agrees to indemnify and hold Landlord harmless from and
against any and all costs, claims, expenses, or causes of action which
Landlord may incur in connection with or arising out of Tenant's use of the
Spaces.
9. PARAGRAPH 39.13 OF THE LEASE REVISED (NOTICES).
Paragraph 39.13 of the Lease is amended to include overnight delivery
service and to change the addresses set forth therein for Landlord and
Tenant to the following:
As to Landlord: Metropolitan Life Insurance Company
c/o Taylor & Xxxxxx of Florida, LLC
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attn: Property Manager
With a Required Copy to:
Metropolitan Life Insurance Company
000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Regional Director
SIXTH AMENDMENT TO LEASE AGREEMENT FOR OFFICE FACILITIES
CompBenefits Dental & Vision
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As to Tenant: CompBenefits Dental and Vision
0000 Xxxx Xxxxxx Xxxxx Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attn: Office Manager
With a Required Copy to CompBenefits Dental and Vision
000 Xxxxxxx Xxxxx, Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn: General Counsel
10. OPTION TO RENEW.
A. Landlord hereby grants Tenant the option to renew ("Renewal Option") the
term of this Lease for two (2) additional term of sixty (60) months
each (the "Renewal Term"), commencing as of the date immediately following
the expiration of the Lease Term, such option to be subject to the
covenants and conditions hereinafter set forth in this Paragraph.
B. Tenant shall give Landlord written notice (the "Renewal Notice") of
Tenant's election to exercise its Renewal Option not later than one hundred
eighty (180) days prior to the expiration of the then current term of this
Lease: provided that Tenant's failure to give the Renewal Notice by said
date, whether due to Tenant's oversight or failure to cure any existing
defaults or otherwise, shall render this Renewal Option null and void.
Within twenty (20) days of receipt of such notice, Landlord shall advise
Tenant of the new "Base Rental" for the Renewal Term, which Base Rental
shall be calculated in accordance with Paragraph E(2) below. Tenant shall
have twenty (20) days from the date of receipt of Landlord's determination
of the Base Rental for the Renewal Term to elect to extend the term of the
Lease. The failure of Tenant to respond within the twenty (20) day period
shall be deemed the election of Tenant not to extend the term of the Lease.
C. Tenant shall not be permitted to exercise this Renewal Option at any
time during which Tenant is in default under this Lease, subject to
applicable notice and grace periods (if any). In the event Tenant commits
an event of Default following exercise of this Renewal Option but before
commencement of the Renewal Term and fails to cure any default under this
Lease prior to the commencement of any Renewal Term, subject to applicable
notice and grace periods, such Renewal Term may be immediately canceled by
Landlord or Landlord may elect to waive such default or Landlord may
consider the Renewal Term to have been part of the Lease Term and
immediately declare the Lease in Default and Tenant shall forthwith deliver
possession of the Premises to Landlord as of the expiration or earlier
termination of the then current Lease Term.
D. Tenant shall be deemed to have accepted the Premises in "as-is"
condition as of the commencement of each Renewal Term, subject to any other
repair and maintenance obligations of Landlord under this Sixth Amendment,
it being understood and agreed that Landlord shall have no additional
obligation to renovate or remodel the Premises or any portion of the
Building as a result of Tenant's renewal of this Sixth Amendment.
E. The covenants and conditions of this Sixth Amendment in force during the
original Lease Term, as the same may be modified from time to time, shall
continue to be in effect during any Renewal Term, except as follows:
(1) The "Commencement Date" for the purposes of this Sixth Amendment
shall be the first day of each Renewal Term.
(2) The "Base Rental" for the first year of each Renewal Term shall be
an amount determined by Landlord on the basis of the then prevailing
market rental rate for office space comparable to the Premises as
reflected in one or more leases executed by Landlord with new Building
tenants of similar quality and size within the twelve month period
immediately preceding commencement of such Renewal Term. If Landlord
has not executed any lease with new Building tenants in the preceding
twelve month period, the prevailing market rental rate determination
shall be based on new leases for premises
SIXTH AMENDMENT TO LEASE AGREEMENT FOR OFFICE FACILITIES
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comparable to the Premises herein, as executed within said twelve
month period by owners of other office building properties located in
Miami, Florida, that are comparable to the Building.
(3) The "Base Year" for each Renewal Term shall be the calendar year
during which such Renewal Term commences.
(4) Following expiration of the final Renewal Term as provided herein,
Tenant shall have no further right to renew or extend this Sixth
Amendment.
F. Tenant's option to renew this Sixth Amendment shall not be transferable
by Tenant, except in conjunction with a permissible assignment of Tenant's
interest in the Lease and this Sixth Amendment in accordance with the
applicable provisions hereof.
11. RIGHT OF FIRST OFFER/REFUSAL.
Tenant shall be granted a one-time Right of First Offer/Refusal on all
contiguous space that is either currently available or "becomes available"
(which shall mean the space is vacant and the Landlord has taken
possession) on the second (2nd) and third (3rd) floors of the Building
(which area is hereinafter referred to as the "Right of First Offer Space"
as delineated on Exhibit "A-l" attached hereto) provided Tenant is not then
in default hereunder beyond any applicable grace period. Landlord shall
during the Term of this Lease, offer all or a portion of such space for
lease to Tenant prior to offering such space for lease to any other person
or entity by giving Tenant written notice of the terms and conditions on
which Landlord is willing to lease such space to Tenant. Such right shall
be subject to and subordinate to any other rights which may already exist
and subject to the existing tenant's renewing in their current suite. Said
written notice shall be sent to Tenant at the address stated in the notice
provision provided in Paragraph 9 of this Sixth Amendment. Landlord shall
give Tenant the opportunity to respond in writing to Landlord's notice
within five (5) business days should Tenant be interested in leasing the
Right of First Offer Space, in which case Landlord shall submit a bona fide
offer to Tenant to Lease the Right of First Offer Space. Tenant shall then
have five (5) business days to either accept the terms of Landlord's offer,
which shall be at the same terms and conditions per Tenant's existing Lease
or to decline the offer, in which case Landlord shall be free to lease the
Right of First Offer Space to a third party prospect. If Tenant refuses
Landlord's offer to Lease the Right of First Offer Space, than this
Paragraph 11 shall be canceled in its entirety and of no further force or
effect. In the case of space that is currently available (Right of First
Refusal Space), Landlord shall notify Tenant when it receives a "bona-fide"
offer from a third party to lease all or a portion of such space. Tenant
shall then have five (5) business days to either accept the terms of
Landlord's offer, which shall be at the same terms and conditions per
Tenant's existing Lease or to decline the offer, in which case Landlord
shall be free to lease the Right of First Refusal Space to a third party
prospect at the same terms contained in the original offer. If, after
ninety (90) days, Landlord does not execute a lease with the third party,
the refusal right will remain in effect.
12. TERMINATION OPTION.
Tenant shall have a one-time right to cancel its lease effective
immediately following the eighty-fourth (84th) month of the Lease Term,
provided that Tenant is not in default of the Lease and upon payment to
Landlord of a termination fee equal to the amount of the Landlord's
unamortized up-front costs associated with this transaction, including but
not limited to brokerage fees and tenant improvements and two (2) month's
rent at the then current rate which equales to $184,873.36. The
cancellation option is exercisable only by written notice delivered to
Landlord no later than the seventy-second (72nd) month of the Lease Term
(the "Notice Period") accompanied by the aforesaid termination fee. Tenant
shall continue to pay Base Rent and any Additional Rent during the Notice
Period.
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13. BUILDING SIGNAGE.
Paragraph 8 of the Master Lease shall be amended to incorporate the
following:
Landlord agrees to allow Tenant, at its sole option and its sole cost and
expense, to remove the Oral Health Services of Florida signage currently
located on the exterior of Building and replace it with CompBenefits' sign
in the same location as well as to modify the current monument sign in the
front of the Building.
14. NO SET-OFF.
Tenant acknowledges, certifies, affirms, and represents that there are no
claims, offsets, or breaches of the Lease Agreement, or any action or
causes of action by Tenant against Landlord directly or indirectly relating
to the Lease Agreement.
15. ASSIGNMENT AND SUBLETTING
Paragraph 15 of the Master Lease shall be amended to incorporate the
following:
Any consent required for assignment or subletting shall not be unreasonably
withheld nor delayed by Landlord. CompBenefits shall have the right to
sublet or assign to a parent, subsidiary or affiliate without Landlord
consent and such assignment shall not void the expansion, cancellation or
renewal rights in the lease. CompBenefits will be allowed to retain 50% of
any and all profits, net of all reasonable subleasing costs incurred by
CompBenefits. CompBenefits shall have the right to advertise and market any
sublease space to existing tenants in the project and any existing landlord
prospects at the time. Any legal costs associated with Landlord's review of
a sublease shall not exceed $500. Landlord shall have ten (10) business
days to respond to CompBenefits' written request to sublease and shall have
no rights to recapture.
16. Paragraphs 28.4, and 39.17 of the Master Lease shall be intentionally
omitted.
17. Paragraph 29 of the Master Lease shall be amended as follows:.
Landlord's security interest in Tenant's property shall only apply if
Tenant is in default of the Lease, beyond any curable grace period.
18. SATELLITE ANTENNA
Tenant shall be permitted to install, maintain, repair and replace, at its
sole cost and expense, a satellite antenna ("Antenna") which includes a
satellite antenna, cabling and related equipment, on the roof area of the
Building for the exclusive use of the Tenant. Under no circumstances will
the Antenna be larger than 18 inches in diameter without Landlord's
reasonable approval, and will not be visible above the Building's parapet.
The methods and location of installation shall be reasonably acceptable to
the Landlord, and the Tenant shall be responsible for, and procure at its
sole cost and expense, any permits necessary for the installation and
operation of said Antenna. The Antenna shall be installed so as to comply
with all local building codes and so as not to interfere with the normal
use of the Property by the Landlord or other tenants, or other tenants'
communication equipment. Landlord agrees to reasonably cooperate with
Tenant and its contractors in efforts to procure any necessary permits, and
shall use good faith efforts to select an installation area with adequate
reception. At any time during the Lease Term, Tenant may, at its option, or
at the end of the Lease Term (as extended or renewed, if applicable) Tenant
must, remove the Antenna and shall restore the portion of the roof or other
location which may have been damaged by removal of the Antenna to the
condition which existed prior to the installation, normal wear and tear
excepted. Under no conditions shall the installation or removal puncture
the roof membrane. Tenant or its agents or representatives shall, at all
reasonable times, be permitted use of and access to the roof or other
location for the purpose of examination and repair of the Antenna and any
wiring or equipment incident thereto. Landlord will not knowingly construct
any obstacle or permit an installation of a similar system on the Property
after the Antenna installation which will interfere with the operation of
the Antenna, provided, if such interference becomes reasonably necessary,
Landlord shall provide prior written notification to
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the Tenant and shall make reasonable attempts to relocate the Antenna, at
the Landlord's expense, to a suitable location reasonably agreed to by the
Tenant. In light of the specialized nature of the Antenna, notwithstanding
anything contained in the Lease to the contrary, Tenant shall be permitted
to utilize the services of its choice for installation, relocation, removal
and repair of the Antenna, the selection of which shall require the
reasonable approval of the Landlord. In the event the Landlord contemplates
roof or other location repair or requires access which requires temporary
removal or relocation of the Antenna, or which may result in an
interruption of the Tenant's telecommunications service, the Landlord shall
(except in the event of an emergency) formally notify the Tenant at least
thirty (30) business days prior to such contemplated work in order to allow
Tenant to make other arrangements for such services and to schedule removal
or relocation by personnel of its choosing as provided for hereinabove.
Except as provided to the contrary above all costs of removal, relocation
and re-installation shall be borne by Tenant. Tenant shall indemnify and
hold Landlord harmless from and against any liability, damages, cost and
expense, including reasonable attorney's fees, incurred by Landlord and
arising out of Tenant's installation, use, maintenance and/or removal of
the Antenna.
IN WITNESS WHEREOF, the parties hereto have herein set their hands and
seals, effective as of the date first above written.
LANDLORD:
Signed, sealed and delivered METROPOLITAN LIFE INSURANCE COMPANY,
by Landlord in the presence of: a New York corporation
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------- ------------------------------------
Xxxxxx Xxxxxxx Xxxxxxx X. Xxxxx, Xx.
Print Name Director - OIC
Real Estate Investments
/s/ Illegible
-------------------------------------
-------------------------------------
Print Name
TENANT:
Signed, sealed and CompBenefits Dental and
delivered by Tenant in the Vision a Florida Corporation
presence of:
/s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------- ------------------------------------
Xxxxxx X. Xxxxxxxx Print Name: Xxxxx X. Xxxxxxxx
Print Name Title: Executive Vice President
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx
Print Name
(SEAL)
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EXHIBIT "A-1"
(FLOOR PLAN)
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CompBenefits Dental & Vision
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(FLOOR PLAN)
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EXHIBIT B
CO-BROKERAGE AGREEMENT
FOR 5775 WATERFORD AT BLUE LAGOON
OFFICE BUILDING
THIS AGREEMENT, made and entered into this 22ND day of MARCH, 2005, by and
between Xxxxxx & Xxxxxx of Florida, LLC, (hereinafter referred to as "Xxxxxx &
Xxxxxx") a Georgia corporation, and ICON Commercial Interests, LLC (hereinafter
referred to as "Co-Broker"); for that certain "Registered Tenant" of Co-Broker,
CompBenefits Corporation.
WITNESSETH:
WHEREAS, Metropolitan Life Insurance Company, ("Owner"), has appointed
Xxxxxx & Xxxxxx as the exclusive leasing agent for the Waterford Buildings at
Blue Lagoon (the "Building"), an office building located at 0000 Xxxx Xxxxxx
Xxxxx, Xxxxx, Xxxxxxx; and
WHEREAS, Co-Broker desires to assist Owner and Xxxxxx & Xxxxxx in securing
Registered Tenant for the Building, on the terms and conditions hereafter set
forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions hereinafter set forth, the parties hereto agree as follows:
1. Co-Brokerage Relationship:
Owner and Xxxxxx & Xxxxxx hereby engage Co-Broker to assist them in the
negotiation and execution of a lease agreement for office space in the
Building with Registered Tenant. Xxxxxx & Xxxxxx shall represent Owner in
all negotiations. Xxxxxx & Xxxxxx shall be compensated directly by Owner,
and Co-Broker shall be compensated by Owner as hereinafter set forth.
2. Compensation:
Subject to the provisions of Paragraphs 4(d) and 4(e) hereof, Owner shall
pay, and Xxxxxx & Xxxxxx shall use reasonable efforts to induce Owner to
pay Co-Broker a leasing commission calculated at (i) four percent (4%) of
the gross aggregate rental schedule, to be paid pursuant to the Lease
during the first five years of the expansion term of the Lease* and two
percent (2%) for any remaining portion of the expansion portion of the
Lease term up to the end of the tenth (10th) year and (ii) three percent
(3%) of the gross aggregate rental schedule to be paid pursuant to the
Lease during the first five years of the renewal term of the Lease and two
percent (2%) for any remaining portion of the renewal portion of the Lease
term up to the end of the tenth (1Oth) year and; provided that such base
rental amount shall be reduced as necessary to reflect any rental abatement
concessions; and further provided that said amount shall not include sales
tax, lump sum or installment payments of tenant improvement cost, operating
expenses pass-throughs, periodic adjustments in rent based on changes in
any economic index, utility or other cost reimbursements, parking rental
fees, or any other additional rent items due under said Lease, nor shall
said commission include those items set forth in Paragraph 5 of this
* minus the difference between what the Tenant was actually paying and the
new rent.
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Agreement. There shall be no commission paid for any portion of the
original Lease term beyond the end of the tenth (l0th) year.
3. Method of Payment:
Any compensation that Owner pays to Co-Broker under Paragraph 2 hereof
shall be paid as follows:
(a) One-half(1/2) of the amount thereof shall be paid to Co-Broker within
thirty (30) days a formal, binding Lease is executed between Owner, as
landlord, and the Registered Tenant in the form approved by Owner in its
sole discretion; and
(b) One-half(1/2) of the amount thereof shall be paid to Co-Broker within
thirty (30) days of such time as the Registered Tenant actually occupies
the Leased Premises in the Building, with all required deposits and
improvement costs, if any, paid in accordance with the Lease and the rental
payments (or free rental period) thereunder having commenced.
4. Conditions to Compensation:
(a) Notwithstanding any provision of this Agreement to the contrary, it is
understood and agreed by the parties hereto that the compensation as
provided in Paragraph 2 hereof shall not be considered earned and Owner
shall not be under any obligation to pay such sum or any other sum, if, for
any reason, a formal, binding lease is not fully executed between Owner and
the Registered Tenant in the form approved by Owner in its sole discretion.
(b) It is further understood and agreed by the parties hereto that any
proposal or lease submitted by a Registered Tenant shall be considered an
offer and that Owner may either approve or reject such offer within its
sole discretion, with or without justification or explanation.
(c) Acceptance by Owner of the Registered Tenant's offer shall be deemed to
occur upon the mutual execution of a written lease agreement between Owner
and the Registered Tenant in the form approved by Owner in its sole
discretion.
(d) Neither Owner nor Xxxxxx & Xxxxxx shall be obligated to reimburse any
expense incurred by Co-Broker in connection with leasing the Building.
(e) Notwithstanding any other provisions of this Agreement to the contrary,
Xxxxxx & Xxxxxx shall have no obligation to pay Co-Broker the leasing
commissions as provided in this Agreement.
(f) Notwithstanding any other provisions of this Agreement to the contrary,
each installment of the commission shall be earned and become due and
payable only if, at the time such installment would otherwise become due
and payable the Lease shall not have
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been terminated in connection with any default by the Registered Tenant
under the Lease. If Owner terminates the Lease in connection with such
default, then Co-Broker shall not be entitled to any remaining
installment(s) of the commission. If such default occurs before Registered
Tenant takes occupancy under the Lease, Co-Broker shall reimburse Owner for
that portion of the commission already paid to Co-Broker pursuant to
paragraph 3 (a); If such default occurs after Registered Tenant takes
occupancy under the Lease, but prior to paying the first full month's rent,
Co-Broker shall reimburse Owner for the portion of the commission already
paid to Co-Broker pursuant to Paragraph 3(b), but Co-Broker shall be
entitled to retain the portion of the leasing commission payable pursuant
to Paragraph 3(a).
5. Extensions and Renewals of Lease Term; Additions to Leased Premises; Other
Options:
No compensation shall be payable to Co-Broker as a result of either (i) any
extension or renewal of the original term of the Lease, whether or not the
extension or renewal is the result of the Registered Tenant's exercise of
an option to extend or renew contained in the Lease; or (ii) (iii) the
exercise of any other option to lease or purchase contained in the Lease;
or (iv) the Registered Tenant's purchase of the Building or any interest
therein; or (v) any of the transactions covered in the preceding clauses
(ii) through (iv) involving any parent, subsidiary or affiliate of the
Registered Tenant.
6. Duration of Registration:
Broker's registration will be honored by Xxxxxx & Xxxxxx for so long as
active negotiations with Registered Tenant continue. In the event that
Registered Tenant does not continue active negotiations with Owner or
Xxxxxx & Xxxxxx, either directly or through Co-Broker, then ninety (90)
days following the date such active negotiations cease, all obligations of
the parties hereto with respect to such Registered Tenant shall terminate
and shall be null and void, unless and until Co-Broker re-registers such
prospective tenant in accordance with Paragraph 6 hereof.
7. Negotiations with Registered Tenant:
Co-Broker understands and agrees that at any time, and from time to time,
Owner and Xxxxxx & Xxxxxx shall be permitted to communicate or negotiate
directly with the Registered Tenant, with or without prior notice to
Co-Broker of such communication or negotiation; provided that Owner or
Xxxxxx & Xxxxxx, as the case may be, shall use their
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best efforts to keep Co-Broker advised of any and all communications and
the status of any negotiations with the Registered Tenant.
8. Representation and Warranties:
(a) Co-Broker hereby represents and warrants that it is now, and shall at
all times while this Agreement is in effect and at the time of receipt of
any commissions, be duly licensed under the laws of the State of Florida,
and any political subdivision thereunder to perform the services to be
rendered and to receive commissions under this Agreement.
(b) Neither Owner nor Xxxxxx & Xxxxxx make any representation or warranty
as to any written or oral information or proposals given to Co-Broker or
any Registered Tenant, all such information or proposals being subject to
errors, omissions or withdrawal without notice.
9. Indemnification:
Co-Broker shall defend, indemnify and hold harmless Owner and Xxxxxx &
Xxxxxx and their brokers, successors and assigns, from and against any
claim for any commission or fee by any other broker or other third party
arising out of the negotiation or execution of the Lease, including but not
limited to any claim to any commission arising out of or in connection with
any extension of the Lease or expansion of the Premises.
10. Advertising of Property:
Nothing herein shall be construed to give Co-Broker a right to advertise
the Building for lease, and any such advertising of the Building by
Co-Broker is hereby prohibited.
11. Paragraph Captions:
The paragraph captions used in this Agreement herein are for convenience
only and neither limit nor amplify the content of the paragraphs which they
describe.
12. Notice:
Any notice, demand or request to be given pursuant to this Agreement must,
unless otherwise expressly provided herein, be in writing and given or
served either: (i) by depositing the same in the United States mail,
postpaid and certified and addressed to the party to be notified, with
return receipt requested; or (ii) by delivering the same in person to an
officer of such party; or (iii) by prepaid telegram. Any such communication
shall be addressed to the party to be notified at the address stated in
this Agreement, such address being subject to change by notice given in
accordance with this Paragraph. Notice deposited in the mail in the manner
hereinabove described shall be effective from and after the expiration of
three (3) days after it is postmarked. Until further notice, the addresses
for the parties shall be as follows:
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As to Xxxxxx & Xxxxxx: Xxxxxx & Xxxxxx of Florida, LLC
000 Xxxxxxx Xxxx Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxx
Managing Director
Brokerage Services
As to Co-Broker: ICON Commercial Interests, LLC
Miami, FL
Attn: Xxxx X. Xxxxx
13. Assignment:
Co-Broker shall not be permitted to assign all or any part of its interest
or obligations hereunder, except in connection with a written agreement by
and between Co-Broker and any other cooperating broker(s) which has been
submitted to and acknowledged by Xxxxxx & Xxxxxx in writing in accordance
with this Agreement.
14. Severability:
If any term or provision of this Agreement or the application thereof to
any person or circumstance shall to any extent be invalid or unenforceable,
then the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.
15. Governing Law:
This Agreement and the rights and obligations of the parties hereto shall
be interpreted, construed, and enforced in accordance with the laws of the
State of Florida.
16. Recordation:
Co-Broker shall not record or enter this Agreement in the Public Records of
of Dade County, Florida, in any way, shape or form, and any attempt to do
so by Co-Broker shall render this Agreement null and void ab initio.
17. Entire Agreement; Amendments:
This Agreement contains the entire agreement between the parties. The
provisions of this Agreement may not be modified or amended, except by an
instrument in writing and
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signed by both parties hereto.
18. Attorneys' Fees:
In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party
its cost and expenses (including, without limitation, attorneys' fees at
all levels including appeals).
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on
the day and year first above written.
WITNESSES AS TO XXXXXX & XXXXXX: XXXXXX & XXXXXX OF FLORIDA, LLC
/s/ XXXX XXXXXXXX By: /s/ Xxxxx X. Xxxx
------------------------------------- ------------------------------------
Signature Xxxxx X. Xxxx
Managing Director
XXXX XXXXXXXX Brokerage Services
Print Name
/s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Signature
Xxxxxx Xxxxxxxxx
Print Name
CO-BROKER:
WITNESSES AS TO CO-BROKER: ICON COMMERCIAL INTERESTS, LLC
/s/ Gins E Xxxx By: /s/ XXXXX DE XXXXXXX
------------------------------------- ------------------------------------
Signature Name: XXXXX XX XXXXXXX
XX 0000000
Gins E Xxxx As Its: President/Owner/Broker
Print Name
-------------------------------------
Signature
-------------------------------------
Print Name
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