2.13 Mirador Lease
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of
the 28th day of January 2000, by and between FIRST UNION NATIONAL BANK, a
national banking association, of Charlotte, North Carolina, successor by merger
to Signet Bank/Virginia (hereinafter called "Sublandlord"), a tenant under an
original Lease Agreement with 65 ACRE ASSOCIATES, LP (collectively, the
"Landlord"), dated April 15, 1987, as amended, and attached hereto as EXHIBIT A
and incorporated herein by reference (the "Master Lease"), and UNITED MORTGAGEE,
INC., a _________ corporation, of ____________ (hereinafter called "Subtenant").
W I T N E S S E T H:
In consideration of the rents hereinafter agreed to be paid and in
consideration of the mutual covenants and agreements hereinafter recited,
Sublandlord does hereby sublease unto Subtenant those certain premises (the
"Premises") having an area of approximately 2,300 rentable square feet of space
on the second floor in the office building known as the First Union National
Bank Building, 675 Lynnhaven Parkway (at the corner of Lynnhaven Parkway and
Sabre Drive), Virginia Beach, Virginia, as more particularly described in the
Master Lease.
TO HAVE AND TO HOLD the said premises upon the following terms and
conditions:
1. TERMS AND CONDITIONS. Except as set forth herein, this Sublease is
made upon, and shall be subject to, all of the terms, covenants and
conditions of the Master Lease. Subtenant hereby covenants and agrees
to perform and observe and be bound by all of the terms, covenants,
and conditions by or on the part of Sublandlord under the Master Lease
and to hold Sublandlord harmless from and against any liabilities
under or pursuant to the Master Lease by reason of Subtenant's failure
to fully comply with any and all of such duties, covenants and
obligations of Sublandlord under and pursuant thereto.
Subtenant acknowledges that Sublandlord does not pursuant to this
Sublease covenant or agree to do or perform any obligations
undertaken or assumed by the Landlord under the Master Lease and
agrees that any default by Landlord shall not affect this Sublease
or waive or defer the performance of any of Subtenant's obligations
hereunder; provided, however, that Subtenant may use reasonable
efforts to obtain performance by Landlord under the Master Lease.
2. SUBLEASE TERM. The term of this Sublease (the "Sublease Term") shall
begin on the earlier of: (i) March 1, 2000, or (ii) Subtenant's
occupancy of the Premises (the "Sublease Commencement Date") and
shall continue until February 28, 2003.
3. RENT. Subtenant shall pay Sublandlord annual rent, payable in equal
monthly installments in advance on the first day of each month,
commencing on the Sublease Commencement Date and continuing through
the Sublease Term, in amounts as follows:
March 1, 2000 to February 28, 2001: $29,900.00/year; or $2491.67/month
March 1, 2001 to February 28, 2002: $30,797.00/year; or $2566.42/month
March 1, 2002 to February 28, 2003: $31,720.91/year; or $2643.41/month
This Sublease shall be deemed a full service lease, i.e., Sublandlord
shall provide to Subtenant electricity and water in an amount normally
used for office purposes, and no additional rent shall be charged to
Subtenant for such services.
Subtenant shall pay a security deposit of one month's rent, or
$2491.67, to Sublandlord upon Sublease execution, to be held by
Sublandlord as security for Subtenant's performance hereunder.
4. INSURANCE. Subtenant shall, at its sole cost and expense, maintain
throughout the term of this Sublease, including any extensions, any
insurance coverage required to be maintained by Sublandlord under the
Master Lease with a company authorized to transact business in the
jurisdiction where the Premises is located. Sublandlord and Landlord
shall be named as additional insureds under such insurance. Subtenant
agrees to indemnify and save harmless the Sublandlord and Landlord
from any claim or loss by reason of an accident or damage to any
person or property happening in the Premises unless caused by
structural failure. Subtenant shall provide Sublandlord and Landlord
with certificates of insurance evidencing the insurance herein before
required to be maintained by it, and Subtenant further agrees to give
thirty (30) days advance written notice by registered or certified
mail of any cancellation or reduction of insurance under any such
policy.
5. USE AND COMPLIANCE WITH LAWS. Subtenant shall not conduct on the
Premises nor permit to be conducted on the Premises any business which
is in violation of federal law, the laws of the State in which the
Premises is located or any law or ordinance of any political
subdivision having jurisdiction over the Premises. Subtenant shall
not, without compliance with applicable rules, regulations and
ordinances, generate, store, treat or dispose of any Hazardous
Materials (as defined in the Master Lease) or otherwise breach any of
the representations regarding Hazardous Materials set forth in the
Master Lease and shall promptly notify Sublandlord of any written
allegation of non-compliance.
Without limiting any other indemnification set forth in this Sublease,
Subtenant shall indemnify, protect, defend and hold Landlord and
Sublandlord harmless from and against any and all damages,
liabilities, judgments, costs, claims, liens, expenses, penalties,
permits and attorneys' and consultants' fees arising out of or
involving any Hazardous Materials introduced to the Premises by
Subtenant or at Subtenant's direction or any other violation of any
applicable environmental laws by Subtenant or its agents. This
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provision shall survive the expiration or earlier termination of this
Sublease. No termination, cancellation or release agreement entered
into by Landlord or Sublandlord and Subtenant shall release Subtenant
from its obligations under this Lease with respect to all applicable
environmental laws unless specifically so agreed by Landlord and
Sublandlord in writing at the time of such agreement.
6. ALTERATIONS. Subtenant accepts the premises in an "as is" condition,
except for the condition described in the following paragraph, and
Subtenant shall not make any alterations to the Premises without
Sublandlord's and Landlord's written consent. Any alterations made,
other than the installation of Subtenant's personal property, shall
remain on and be surrendered with the Premises on the expiration or
earlier termination of the term of this Sublease.
Sublandlord acknowledges the existence of a water problem with
resultant damage in an area above where Subtenant's computer server
will be located. Sublandlord agrees to repair both the source of the
water problem and the damage caused by the water problem prior to
Subtenant's occupancy of the Premises.
7. INDEMNIFICATION. Subtenant shall indemnify and save Landlord and
Sublandlord harmless against any and all claims, suits, demands,
actions, fines, damages, and liabilities, and all costs and expenses
thereof (including without limitation reasonable attorneys' fees)
arising out of the use or occupancy of the Premises by Subtenant, its
agents, contractors, employees, invitees, licensees, servants,
subcontractors or subtenants, except to the extent caused by the
willful misconduct of Sublandlord.
8. MASTER LEASE. Sublandlord covenants and agrees it will make payment of
the rentals reserved under the Master Lease base rent and additional
rent, as applicable, as and when due and, to the extent within
Sublandlord's control, to otherwise fully and faithfully perform the
terms and conditions of the Master Lease. Subtenant shall not do or
cause to be done or suffer or permit any act to be done which would or
might cause the Master Lease, or the rights of Sublandlord as tenant
under the Master Lease to be endangered, canceled, terminated,
forfeited or surrendered, or which would or might cause Sublandlord to
be in default thereunder or liable for any damage, claim or penalty.
Subtenant agrees, as an express inducement for Sublandlord's execution
of this Sublease, that if there is any conflict between the provisions
of this Sublease and the provisions of the Master Lease which would
permit Subtenant to do or cause to be done or suffer or permit
anything to be done which is prohibited by the Master Lease, then the
provisions of the Master Lease shall prevail. Sublandlord hereby
warrants and represents that it is now leasing the Premises pursuant
to the terms and provisions set forth in the Master Lease, that the
Master Lease is in full force and effect, and that Sublandlord has a
valid leasehold interest in the Premises under the Master Lease; that
neither the Master Lease nor any of the obligations, duties, and
responsibilities of the Sublandlord or of the Landlord under the
Master Lease have been amended, modified, or altered; and that there
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exists no circumstance, condition, or act of default which would
entitle or permit the Landlord to terminate the Master Lease or to
abridge any rights of Sublandlord as Lessee thereunder.
9. DEFAULT. The occurrence of one or more of the following events (herein
"Events of Default") shall constitute a default by Subtenant and a
breach of this Sublease:
(a) The filing of a petition by Subtenant for adjudication as
bankrupt, the involuntarily adjudication of Subtenant as
bankrupt or the voluntary reorganization of Subtenant pursuant
to the United States Bankruptcy Code;
(b) The appointment of a receiver for Subtenant;
(c) The making by Subtenant of any assignment for the benefit of
creditors;
(d) The failure to pay rent within five (5) days after same becomes
due or the failure to maintain the required insurance coverages
to be maintained by Subtenant hereunder;
(e) A default in the performance of any other covenant or condition
of this Sublease on the part of Subtenant; and
(f) Any other act or omission which would constitute a default under
the terms of the Master Lease.
10. SUBLANDLORD'S REMEDIES ON DEFAULT BY SUBTENANT. Upon the occurrence of
an Event of Default, Sublandlord shall have the right to terminate
this Sublease and Subtenant's right to possession of the Premises at
any time and reenter the Premises. In such event, Sublandlord shall
have the right to pursue all remedies available at law and in equity
to recover from Subtenant all amounts then due or thereafter accruing
and such other damages as are caused by Subtenant's default. No course
of dealing between Sublandlord and Subtenant or any delay on the part
of Sublandlord in exercising any rights it may have under this
Sublease shall operate as a waiver of any of the rights of Sublandlord
hereunder nor shall any waiver or prior default operate as a waiver of
any subsequent default. In exercising its rights and remedies under
the Sublease, Sublandlord shall be entitled to recover from Subtenant
all costs incurred including without limitation reasonable attorneys'
fees and expenses.
11. BROKERS. Sublandlord agrees to pay Advantis Commercial Real Estate
Services ("Broker") any commission or other fee earned in connection
with this Sublease, which payment shall be governed by a separate
agreement between Sublandlord and Broker. Sublandlord and Subtenant
warrant that they have not used any other broker and each party agrees
to indemnify and save each other harmless from and against any and all
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claims, suits, liabilities, costs, judgments and expenses, including
reasonable attorneys' fees, for brokerage commissions resulting from
or arising out of each other's actions in connection with this
Sublease, including the payment of any commission or any other fee or
charge due to the Broker.
12. ASSIGNMENT AND SUBLETTING. Subtenant may not further sublet all or any
portion of the Premises to others without the written consent of
Sublandlord, whose consent shall not be unreasonably withheld, and
Landlord, whose obligation to consent shall be governed by the terms
of the Master Lease. Consent by Sublandlord to one assignment or
subletting shall not destroy or operate as a waiver of the
prohibitions contained in this paragraph or in the Master Lease as to
future assignments or subleases, and all such later assignments or
subleases shall be made only with the prior written consent of
Sublandlord and Landlord.
In the event an assignment of this Sublease or subletting of the
Premises or any part thereof is made by Subtenant, whether or not the
same is consented to by Sublandlord, Subtenant shall remain liable to
Sublandlord for payment of all rent herein provided for and for the
faithful performance of all covenants and conditions contained herein
to the same extent as if this Sublease had not been assigned or the
Premises sublet. Subtenant agrees to reimburse Sublandlord for any
costs and expenses (including reasonable attorneys' fees) incurred by
Sublandlord in connection with Subtenant's assignment or subletting.
If the Premises is sublet by Subtenant at a rental that exceeds all
rentals to be paid to Sublandlord hereunder, any such excess shall be
paid over to Sublandlord by Subtenant.
13. NOTICE. Any notice that either party desires or is required to give to
the other party shall be in writing and shall be deemed to have been
sufficiently given if either served personally or sent by overnight
mail or prepaid, registered or certified mail, addressed to the other
party at the addresses set forth below:
Sublandlord: For all other notices pursuant to this Lease:
First Union National Bank
Corporate Real Estate
1420 Two First Union Center
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Tenant Management - Xxxxxxx Xxxxxxxx
For payment of rent:
FUNB 601317
First Union National Bank
P.O. Box 601317
Charlotte, North Carolina 28260-1317
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With Copies to:
First Union Legal Division
000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Corporate Real Estate Support
Subtenant: United Mortgagee, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxx Xxxxx, XX
With copies to Landlord:
Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxxx X. Xxxxx, & Xxxxxx X. Xxxxx
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14. JURISDICTION. The parties hereto agree that this Sublease and the
enforcement hereof shall be construed in accordance with and governed
by the laws of the State in which the Premises is located and that any
action brought under this Sublease shall be brought in the state
courts.
15. INTEGRATION AND BINDING EFFECT. The entire agreement between
Sublandlord and Subtenant is contained in the provisions of this
Sublease and any stipulations, representations, promises or
agreements, written or oral made prior to or contemporaneous with this
Sublease shall have no legal effect unless contained herein. In the
event Sublandlord retains an attorney to enforce provisions of this
Sublease, Sublandlord shall be entitled to recover, in addition to all
other remedies available at law or in equity, its reasonable
attorneys' fees from the Subtenant. Titles to the paragraphs of this
Sublease shall be ignored when interpreting this Sublease. This
Sublease shall be binding upon and inure to the benefit of the parties
hereto, their respective heirs, successors and assigns. Any amendments
to this Sublease must be made in writing and executed by the party to
be charged with such amendment.
16. W-9 FORM. Subtenant acknowledges that in order to process rent
payments, Sublandlord must receive a complete W-9 Form from Subtenant.
Therefore, the effectiveness of this Sublease is expressly contingent
upon receipt of an executed, complete W-9 Form from Subtenant
simultaneously with execution hereof or within five (5) business days
thereafter.
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IN WITNESS WHEREOF, the parties have caused this Sublease Agreement to be
executed and sealed in their names, the day and year first above written.
Landlord hereby executes this Sublease for the purpose of consenting to the
terms hereof.
LANDLORD 65 Acre Associates, L.P.
/s/ XXXXXX X. XXXXX
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By Xxxxxx X. Xxxxx, General Partner
SUBLANDLORD:
FIRST UNION NATIONAL BANK
By: /s/ VON X. XXXXX
-------------------------
Print Name: Von X. Xxxxx
Title: Vice President
SUBTENANT:
UNITED MORTGAGEE, INC.
By: /s/ XXXX XXXXX
-------------------------
Print Name: Xxxx Xxxxx
Title: President
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