HomeMy WebLinkAboutReso 2005-787
RESOLUTION NO. 2005-.JB:L
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, APPROVING A LEASE AGREEMENT
BETWEEN THE CITY OF SUNNY ISLES BEACH AND
VANGUARD CAR RENTAL USA INC., ATTACHED HERETO AS
EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO
DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS
OF THIS AGREEMENT; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, by Order dated March 24, 2005, the City of Sunny Isles Beach has been
awarded fee simple title of the property located at 18080 Collins Avenue, commonly known as
the Alamo Property; and
WHEREAS, the property is leased by Vanguard Car Rental USA, Inc., whose desire is
to continue to lease and use the Leased Premises for the operation of a rental car facility; and
WHEREAS, the City wishes to continue to lease space to Vanguard Car Rental USA,
Inc.; and
WHEREAS, the City and Vanguard have modified the original lease entered into on July
8, 1997, by and between Mitsubishi Motor sales of America, Inc. predecessor to the City of the
property.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the Amended
Lease Agreement between the City of Sunny Isles Beach and Vanguard Car Rental USA, Inc.
attached hereto as Exhibit "A", with conditions outlined in attached letter from Vanguard Car
Rental USA, Inc.
Section 2. Authorization of Mayor. The Mayor IS hereby authorized to execute said
agreement.
Section 3. Further Authorization of City Manager. The City Manager is authorized to do all
things necessary to effectuate the intent of this Resolution.
Section 4. Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this ~ day of April, 2005.
Approval of Lease Agreement / Vanguard Car Rental Page 1 of 2
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APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
~g 4,..
Lynn M. D ~isser, City Attorney
Moved by: C(7")~ c;C()h.W\-MJ
Seconded by: (1rtvw\\.rilDt\J-\ Ic.L~ tt'\S'
Vote: ~-\
Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Iglesias
~Y es)
_(Yes)
-0Yes)
-lLO'es)
--0Yes)
_(No)
~o)
_(No)
_(No)
_(No)
Approval of Lease Agreement I Vanguard Car Rental Page 2 of 2
KRONEN GOLD & DANZ
ATIORNEYS AT LAW
1625 NORTH COMMERCE P ARKW A Y · SUITE 320
WESTON, FLORIDA 33326.3206
TELEPHONE (954) 365.5400
FACSIMILE (954) 385.5444
e.m(lil: danz@danzlaw.com
www.danzlaw.com
April 14, 2005
Via Facsimile Only
Hans Ottinot, Esq.
Deputy City Attorney
City of Sunny Isles Beach
17070 Collins Avenue, Suite 250
Sunny Isles Beach, Florida 33160
RE: City of Sunny Isles Beach v. 18100 Collins}
Avenue Shopping Center, Ltd., et at.
Dear Hans:
lbis letter confirms the telephone discussion this morning among the City Manager, you and
me with regard to the terms of the First Addendum to Lease (the HAddendum"), and RK Associates'
pending Amended Notice of Appeal and Motion to Stay. We agreed that we would go forward with
the City Council meeting this evening to approve the Addendum, but that the Commencement DaLe
with regard to the City's partial taking .of the subject properly would be tolled Wltil the Motion to
Stay and RK Associates' appeal was mled upon. Stated differently, the City will not take fifty
percent (50%) of the western portion of the subject property until the appeal is ruled upon.
Immediately thereafter, however, the City will follow through on its partial taking subject to all of
the terms and conditions set forth in the Addendum, including, but not limited t07 the payment of
compensation (i.e., SI80,000.00).
Should anything contained herein not comport with your understanding, please contact me
immediately.
cc: Vanguard Car Rental USA Inc.
ADD/dw
FIRST ADDENDUM TO LEASE AGREEMENT BETWEEN
THE CITY OF SUNNY ISLES BEACH AND
VANGUARD CAR RENTAL USA INC.
THIS FIRST ADDENDUM TO LEASE (the "First Addendum") is made and entered
into this day of April, 2005 between THE CITY OF SUNNY ISLES BEACH, FLORIDA,
a Florida municipal corporation ("Landlord"), and VANGUARD CAR RENTAL USA INC., a
Delaware corporation ("Tenant").
WITNESSETH:
WHEREAS, the Landlord was awarded fee simple title of the Leased Premises (as
hereinafter defined) in the case styled City of Sunny Isles Beach v. 18100 Collins Avenue, Case
No. 03-21419 CA 10 ("Condemnation Proceedings") by Order dated March 24, 2005 (the
"Order"), a copy of which is attached hereto as Exhibit "A~" and
WHEREAS, the Tenant desires to continue to lease and use the Leased Premises for the
operation of a rental car facility; and
WHEREAS, the Landlord has agreed to lease the Leased Premises to the Tenant to settle
all known and unknown claims that the Tenant may have against the Landlord in the
Condemnation Proceedings; and
WHEREAS, Tenant agrees to waive all known and unknown claims that it may have
against the Landlord by Landlord's agreement to enter into this First Addendum; and
WHEREAS, Landlord and Tenant are desirous of reviving, acknowledging, modifying
and supplementing the terms of that certain Lease Agreement dated July 8, 1997 by and between
Mitsubishi Motor Sales of America, Inc., a California corporation, predecessor to Landlord in
title to the property of which the Leased Premises are a part (the "Property"), as landlord, and
Value Rent-A-Car, Inc., a Florida corporation, predecessor to Tenant's leasehold interest in the
Leased Premises, as tenant (as amended, the "Original Lease," a copy of which is attached hereto
and made a part hereof as Exhibit "B"), pursuant to the provisions hereof.
NOW THEREFORE, in consideration of the sum of Ten and No/IOO Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Reference and Recitals. For convenience of reference, the Original Lease as
amended by the terms of this First Addendum shall be referred to herein as the "Amended
Lease." The recitals stated above are incorporated herein by reference.
2. Conflicts and Original Lease Acknowledgement. Where the terms of the Original
Lease conflict with the terms of this First Addendum, the terms of this First Addendum shall
govern and control the Original Lease. All terms and provisions of the Original Lease that are
not in conflict with the provisions of this First Addendum are hereby acknowledged as in full
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force and continuous effect as if such Original Lease was entered into originally by and between
Landlord and Tenant, as landlord and tenant, respectively, without interruption and such terms
and provisions of the Original Lease that are .not in conflict with the provision of this First
Addendum are hereby deemed ratified and confirmed. Terms not otherwise identified or defined
herein shall have the same meaning ascribed to them in the Original Lease.
3. Description of Leased Premises. The "Leased Premises" are located at the
following address: 18080 Collins Avenue, City of Sunny Isles, Florida. The legal description of
the Lease Premises is:
All of Parcel 1, less the North 150 feet, as measured along the East line thereof,
and less the South 499.145 feet, as measured along the East line thereof, of the
Replat of Tract "A," SUNNY ISLES SHORES SECTION "A," according to the
Plat thereof, as recorded in Plat Book 64, at page 74, of the Public Records of
Miami-Dade County, Florida.
4. Term. The Amended Lease shall be deemed to commence upon the award of fee
simple title to the Landlord (the "Commencement Date"), pursuant to the Order. Subject to the
provisions of paragraphs 9 and 10, the term of the Lease shall expire twelve (12) years from the
Commencement Date (the "Term").
5. Base Rent. For the use and occupancy of the Leased Premises, Tenant shall pay
Landlord the Base Rent as set forth in the Original Lease, as reduced pursuant to the provisions
of Section 9 hereinafter, in advance, commencing on the Commencement Date and continuing
on the first day of each calendar month thereafter during the Term. If the Commencement Date
is not the first day of a month, the Base Rent for the first and last month of such Term shall be
prorated accordingly. Tenant shall pay Landlord the Base Rent in lawful money of the United
States without deduction, setoff or counterclaim, unless otherwise set forth in the Amended
Lease. If any installment of the Base Rent, or any other payment provided under the Amended
Lease that is payable by Tenant is not received by Landlord within five (5) days after written
notice, Tenant shall immediately pay Landlord the amount of Two Hundred Fifty Dollars ($250)
as a late charge (the "Late Charge").
6. Liens. Tenant shall do all things necessary to prevent the filing of any mechanic's
or materialman's liens against the Leased Premises, or any part thereof, or upon any interest of
Landlord by reason of labor, services or materials supplied or claimed to have been supplied to
Tenant, or anyone holding the Leased Premises, or any part thereof, through or under Tenant. If
any such lien shall at any time be filed against all or any portion of the Leased Premises, Tenant
shall either cause same be discharged of record within thirty (30) days after the date of filing of
same.
7. Use. Tenant shall use the Leased Premises solely for the uses permitted under the
Original Lease. Tenant may not use the Leased Premises for any other purpose without
obtaining the prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed.
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8. Payment of Utilities. Tenant shall pay directly to the utility companies or other
parties entitled to payment the cost of all water, heat, air conditioning, gas, electricity, telephone,
and other utilities and services provided to or for the Leased Premises, including, without
limitation, connection fees and taxes thereon. Landlord shall not be liable in damages or
otherwise for any failure or interruption of any utility or other service being furnished to the
Leased Premises unless such failure or interruption was caused by the negligent or willful act or
omission of Landlord or Landlord's employees, agents or contractors, in which case Rent shall
abate until the earlier of the date of restoration of service or the reopening of Tenant's business
in the Leased Premises.
9. Partial Termination. Upon the Commencement Date of the Term, Landlord and
Tenant agree that the Amended Lease shall terminate as to a fifty percent (50%) portion of the
Leased Premises located on the west side thereof, as outlined in red on the drawing attached
hereto as Exhibit "c." Such partial termination shall be subject to the following conditions:
(a) As consideration for such partial termination, Landlord shall compensate
Tenant at the time of such partial termination in the amount of One Hundred Eighty Thousand
Dollars ($180,000) out of the leasehold interest amount of Four Hundred and Fifty Thousand
Dollars ($450,000) agreed to by the parties;
(b) From and after the date of such partial termination, the Base Rent due by
Tenant under the Amended Lease shall be reduced by fifty percent (50%) and the definition of
"Leased Premises" hereunder and the definition of "Premises" in the Original Lease shall be
automatically amended to describe, reflect and mean for all purposes the reduced premises
pursuant to such partial termination;
(c) The reconfiguration of the Leased Premises after the partial termination of
the Amended Lease (i) must nevertheless permit Tenant adequate traffic flow for the operation of
its business, (ii) shall not interfere with Tenant's access to the Leased Premises to and from
Collins Avenue and (iii) shall not interfere with Tenant's access to the fuel pumps on the
Property; and
(d) Landlord shall promptly rehabilitate and reconfigure the Property and the
Leased Premises, at its sole cost and expense, after such taking of the westerly side of the Leased
Premises such that the Leased Premises shall be in good repair and in as similar a condition as
existed prior to such partial taking as practicable, including, but not limited to, the installation of
fencing around the reduced Leased Premises. Such rehabilitation and reconfiguration shall be
performed at such times and in such manner so as to minimize interference with Tenant's
business operations from within the Leased Premises. Notwithstanding the above, if such
rehabilitation and reconfiguration are not completed within thirty (30) days of the date of such
taking or if such rehabilitation and reconfiguration cannot reasonably be completed within such
thirty (30) day period and Landlord shall fail to commence such rehabilitation and
reconfiguration within such thirty (30) day period and proceed diligently thereafter, then Tenant
may prosecute such rehabilitation and reconfiguration itself, and apply the cost of such
rehabilitation and reconfiguration against the next maturing monthly installment or installments
of Base Rent due hereunder.
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10. Complete Termination Subsequent to Partial Termination. Landlord and Tenant
recognize that despite the right of Tenant to compensation for the partial taking, Landlord also
reserves the right to terminate the Amended Lease as to the remaining fifty percent (50%) of the
Leased Premises at any time after the fourth (4th) full year of the Term (or earlier upon the
mutual agreement of Landlord and Tenant) upon ninety (90) days' prior written notice to Tenant.
In the event that taking is completed by termination of the entire Amended Lease on the part of
Landlord following the partial taking, Landlord shall compensate Tenant for the taking of
Tenant's remaining leasehold interest in the Leased Premises in accordance with the formula set
forth in Exhibit "D" attached hereto, and incorporated herein.
11. Relocation Costs. At the time of termination of the entirety of the Amended
Lease (but not at the time of the partial taking), and in the event the Amended Lease is
terminated by Landlord, Landlord shall pay all relocation costs contemplated by the Florida
Statutes, as amended, including, but not limited to, relocation of inventory, relocation of
telephone lines, and relocation of signage.
12. Improvements. Landlord recognizes that Tenant has made improvements to the
Leased Premises. In regard to the building existing thereon and other permanent fixtures,
Landlord agrees to pay fair market value for such improvements if the Amended Lease is
terminated in its entirety.
13. Guaranty of Lease and Right of First Refusal. Section 55, Guaranty of Lease, and
Section 58, Right of Refusal, of the Original Lease are deemed stricken and of no further force
and effect.
14. Memorandum of Lease. Simultaneously with the execution of this First
Addendum, the parties shall execute and cause to be recorded as soon thereafter as practicable in
the public records of the county wherein the Property is located that certain Memorandum of
Lease a copy of which attached to this First Addendum as Exhibit "E."
15. Insurance and Indemnification. Upon the execution of this First Addendum,
Tenant shall carry and maintain, at its sole cost and expense, general and commercial liability
insurance up to One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) in the aggregate for bodily injury and property damage. Tenant shall indemnify
Landlord for, defend Landlord against and save Landlord harmless from, any liability, loss, cost,
injury, damage or other expense or risk whatsoever that may occur or be claimed by or with
respect to any person(s) or property on or about the Leased Premises and resulting directly or
indirectly from the use, misuse, occupancy, possession or disuse or the Leased Premises by
Tenant or other persons claiming through or under Tenant, or their respective agents, employees,
licensees, invitees, guests or other such persons and Tenant's maintenance of the condition of the
Leased Premises with the exception of any liability, loss, cost, injury, damage or other expense
or risk caused by Landlord or Landlord's employees, agents or contractors. Landlord hereby
indemnifies and holds Tenant harmless from and against any and all claims, demands, liabilities,
and expenses, including attorney's fees, arising from any breach or default by Landlord of this
Amended Lease, or the use, operation or maintenance of the Property, except to the extent
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caused by the willful misconduct or negligence of Tenant occurring in the Leased Premises. In
the event any action or proceeding shall be brought against Tenant by reason of any such claim,
Landlord shall defend the same at Landlord's expense by counsel reasonably satisfactory to
Tenant.
16. Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by facsimile, personal delivery, certified mail, return receipt requested
or by nationally recognized overnight courier service delivered to Tenant or to Landlord. A copy
of notices required or permitted to be given to Landlord or Tenant hereunder shall be
concurrently transmitted to such party or parties at such addresses as Landlord or Tenan~ as the
case may be, may from time to time hereafter designate by notice to the Tenant. Tenant's notice
address is as follows:
Tenant's address:
Vanguard Car Rental USA Inc.
6929 North Lakewood Avenue
Suite 100
Tulsa, Oklahoma 74117
Attention: Properties and Airport Relations
With a copy to:
Kronengold & Danz
1625 North Commerce Parkway, Suite 320
Weston, Florida 33326
Attention: Alan D. Danz, Esq.
17. Surrender of Premises. Except for Landlord approved alterations, at the
expiration or sooner termination of the Amended Lease and payment to Tenant of any
termination fees as set forth hereWlder, Tenant shall surrender the Leased Premises in good
condition, reasonable wear and tear and damage from casualty excepted, and shall sUlTender all
keys for the Leased Premises to Landlord at the Landlord's place of business and shall inform
Landlord of all combinations on locks, safes and vaults, if any. in the Leased Premises. Tenant
may at such time remove all of Tenant's moveable equipment, machinery, trade fixtures and
other personal property, and restore to original condition any alterations or improvements not
previously approved by Landlord, and shall repair any damage to the Leased Premises caused
thereby. and any or all of such property not so removed within ten (10) days after such expiration
or termination shall become the exclusive property of Landlord or be disposed of by Landlord,
without further notice to or demand upon Tenant.
18. Choice of Law. The laws of Florida shall govern the validity, perfonnance, and
enforcement of this Amended Lease.
19. Attorneys' Fees. Should either party institute any action or proceeding to enforce
any provision hereof or for a declaration of such party's rights or obligations hereunder, the
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,ent By: ANC RENTAL CORP;
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Prcvailirt8party 811_kbeCtttitlfjd~to receive from the losing party shall be responsiblemtthe
attorneys. re=es 8tid~t:ft)tthc:~ party. .
20. 6tt.ltt ~'Fees:;~r.CondBf"ru~tfQJl..ol~l1tl\ag~ The LaMlotdagrtesto ;;pay
Tenant's ~~t~o~yj'if. appraiw fcesind COBlS; J}.;llJidlord;bo~ef~ NisMies't&
right to conte'stsuclirMBahd'Cl:'Om.tfthe:teea-and coats -* l1otrel>>o:nablc,
IN WJ11ItB~~~Oj:. the L8DdIord ami TenlDlt ha~ executed this Leaseas:otthe: .',
date first set tot'tha~.
Till : -Yh/~';U?, i.
Title: Sr. Vice President,
Vangulii'd'q,;RfmtalUSA Inc..
II DcfAWiIre Ctitpomtion
LANDLORD:
TIiNANt:
City ofS~y~..
a Florida Mw:iiCf~' .'.
'00
A TTEST~ .
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'WI11IlESs:
t:z~.HaI~N.~~
~ ~~. 0 D.d~~
Prinr~~8:Carol A. Adams
~A:l~
Jane Hin~ Ciij;'Clj1t
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IN THE CIRCUIT COURT OF THE 11 m:
JUDICIAL CIRCillT IN AND FOR
MIAMI-DADE COUNTY, FLORIDA
CASE NO. 04-12891 CA 10
CITY OF SUNNY ISLES BEACH, a Political
Subdivision of the State of Florida,
PARCEL NO.1
Petitioner,
VS_
ORDER 011' TAKING
~
. AS TO PARCEL NO.1
18100 COLLINS AVENUE SHOPPING
CENTER, L TO, a Florida Limited
Partnership; RKASSOCIATES NO.1, INC.,
a Florida Corporation, as General Partner of
18100 COLLINS AVENUE SHOPPING
CENTER, LTD., a Florida Limited
Partnership; VANGUARD CAR RENTAL USA
INC., a Florida corporation; METROPOLITAN
MIAMI-DADE COUNTY, a political subdivision
of the State of Florida; LOR! STEWART and
MET DESIGN CONCEPTS OF FLORIDA,
INC., a Florida Corporation,
Respondents.
I
Tms CAUSE came before the Court on December 6r.b & 7rZa, 2004 and February 1, 2005,
and March 8, 2005,
pursuant to the Declaration of Taking and Notice of Hearing as to the real property described in
the petition filed herein. The Court finds that all parties having or claiming any interest in or to
the subject property have been given proper notice of this hearing and. the opportunity to be heard
and to introduce testimony as to the Declaration of Taking, the jurisdiction of the Co~ the
sufficiency of the pleadings, the amount to be deposited for the property and interest sought to be
appropriated, and whether the Petitioner is properly exercising the authority delegated to it; now,
therefore it is
ORDERED AND AD.JUDGED as follows:
I. That the Court has jurisdiction over the subject matter and the parties.
2. That the pleadings are sufficient and the Petitioner is prpperly exercising its delegated
authority .
EXHIBIT" A I:
~9D
.:-' r}
$2.250...000.00
6. Upon the making of said deposit, fee simple title to the following described Parcel
No.1, subject to the leasehold interest of Vanguard Car Rental US~ Inc., a Florida Corporation,
shall be vested in the City of Sunny Isles Beach and the property and interests to such property
shall be deemed to be condemned and taken for the use of the Petitioner. The right to full
compensation for the property shall be vested in the persons lawfully entitled thereto, such
compensation to be ascertained and awarded by final judgment herein.
7. That upon the deposit of the sum into the Registry of the Court, the right, title, or
interest specified in the Petition for Eminent Domain shall vest in Petitioner. Parcel No.1 is
more particularly described as follows:
AU of Par eel 1, less the North ISO feet, as measured along the
East line thereof, and less the South 499.145 feet, as measured
along the East line thereof, of the Replat of Tract "An, SUNNY
ISLES SHORES SECTION" A", according to the Plat thereof
as recorded in Plat Book 64, at Page 74, of tbe Public Records
of Miami-Dade County, Florida.
8. That the- deposit of money into the Registry of the Court will secure the persons
lawfully entitled to the compensation, which will be detennined by final judgment of this Court.
9. That without further notice or other of this Court7 the Petitioner shall be entitled to
SI.Jj
CASE NO. 04-12891 CA 31
possession of the property designated as Parcels No.1, subject to 'cb.e interest of Vanguard Car
Rental USA. Inc., a Florida Corporation, as of the date of making the above described deposit:
DONE ~ ORDERED in Chambers at th~i-Dade County Courthouse, 73 West
Flagler Street.. Miami. Florida 33130 this MARJy \fl'.d._~ 12005.
~. .
MARG~-
CIRCUIT COURT JUDGE
Copies furnished to:
Lynn Dannheisser, Esquire
Norman Malinski, Esquire
Bradley S. Gould, Esquire
Alan D. Danz, Esquire
Thomas Goldstein. County Attomey
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LEASE AGREEMENT
(18080 Collins Avenue, Miami Beach, Florida)
TillS LEASE AGREEMENT (herein referred to as the "Lease") is made and entered into
as of July 8, 1997, by and between MITSUBISHI MOTOR SALES OF AMERICA, INC., a
Califomia corporation ("Landlord"), and VALUE RENT-A-CAR, INC., a Florida corporation
("Tenant").
RECITALS
A. Landlord is the owner of that certain real property corrunonly known as 18080 Collins
A venue, Miami Beach, Florida, and as is more specifically described in Exhibit "A" attached hereto
and incorporated herein by reference, together with all other, buildings, improvements, equipment
and fixtures located on or attached to said real estate (collectively, the "Premises"). The Premises
are leased subject to those matters set fonh on Schedule I to this Lease (the "Permitted
Encumbrances").
B. Tenant desires to lease the Premises from Landlord and Landlord desires to lease the
Premises to Tenant on the terms set forth in this Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, the mutual covenants,
agreements and promises contained herein, and other good and valuable consideration, the receipt,
adequacy, and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
I. l&.m. Landlord hereby leases to Tenant and Tenant leases from Landlord the
Premises upon the tenm and conditions set fonh below.
2. ill. ThePremises shall be used and occupied by Tenant as a rental car facility or
for any orher use permitted by applicable law, provided prior to changing the use of the Premises
from a rental car facility or any other use previously approved by Landlord, Tenant shall obtain
Landlord's prior written consent, which consent shall nOI be unreasonably withheld or delayed. In
the event Landlord fails to grant or deny its consent within fifteen (15) calendar pays after receipt
of writ1en request from Tenant, Landlord's approval shall be deemed to have been given [0 Tenant.
Tenant shall not allow the Premises to be used for any unlawful purpose, nor shall Tenant use, or
suffer, or cause, or maintain or pennit any nuisance in, on, or about the Premises, or any part thereof.
Tenant shall not suffer, or cause, Or maintain or perriut the commission of any waste in, on, or about
the Premises. Tenant shall (a) comply with all govemmental laws, rules, orders, ordinances,
reguJalions, directives, judgments, decrees, injunctions, and all COvenants and restrictions of record,
whether any of the foregoing are now or hereafter enacted and in force, including, without limitation,
those with respect to Hazardous Substances (the "Regulations") applicable to the use, business
operations, occupancy, maintenance, repair and restoration of [he Premises, and, e:J;cept for
MlA9510!1712~8.1
Exhibit "B"
-- --,.- --.---
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violations that first occurred pnor to we Commencemenr Dare which Landlord sha1J be responsible
for, shall promptly comply wlth the Regulations for the correclive prevention and abatement of any
violations or nuisances in or upon, or connected with, the Premises, whether or not compliance
therewith shall require structural changes in any of the Improvements or interfere with the use and
enjoyment of the Premises, and (b) procure. maintain and comply with all licenses, and other
authorizations required for any use, business operation, occupancy, maintenance, repair and
restoration of the Premises, and for the proper erection, installation, operation and maintenance of
the Premises, or any part thereof, all of the foregoing being at Tenant's sole expense; provided,
however, if any Regulations prohibit the USe of the Premises as it exists on the Commencement Date
and the violations of such Regulations were not caused or crealed by Tenant, Landlord shall, within
thirty (30) days after receipt of written notice from Tenant of the existence of such Reg..lIations,
obtain such zoning amendments or approvals required to permit the use of the Premises as a car
rental facility. Tenant shall promptly notify Landlord in writing of such violation upon becoming
aware of same and shaJl cooperate with Landlord in attempting to cure such violation, provided that
the failure to provide or any delay in providing such notice shaH not impair the obligations of
Landlord hereunder unless the failure or delay actually causes prejudice to the Landlord and then
only to the extent such delay causes the damages to exceed those which otherwise would have been
incurred had prompt notice been given.
3. Iron.
A. The term of this Lease (the "Term") shall commence on the "Commencement
Date," as defined below, and shall expire at I 1 :59 p.m. (local time) on the date immediately prior
to the twentieth annual anniversary of the Commencement Date. The Commencement Date shall
be July 8,1997, upon which date the Landlord shall deliver physical possession of the Premises to
Tenant in the condition called for by Paragraph 3(C) below. In no event shall Tenant be required
to pay Rent (as hereinafter defined) or any otheramounts due hereunder until such time as Landlord
has delivered possession of the Premises to Tenant in the condition required by this Lease.
B. Rent for the Term shall be as set forth in Exhibit "B" attached hereto and
incorporated herein by this reference.
C. At the Commencement Date, Landlord shall deliver possession to Tenant free
and clear of aJl tenancies and other rights of use and possession not disclosed to Tenant on Schedule
I to this Lease. Tenant acknowledges that it has examined and otherwise has knowledge of the
condition of the Premises prior to the execution and delivery of this Lease and has found the same
to be in good order and repair and satisfactory for its purposes hereunder, subject only to Landlord's
obligations as otherwise specifically set forth herein. Tenant is leasing the Premises "AS IS,
WHERE IS" and with an "All FAULTS" condition. Except as may be expressly provided in this
Lease to the contrary, Tenant waives any claim or action against Landlord in respect to the condition
of the Premises. EXCEPT AS SPECIFlCALL Y SET FORTH IN TillS LEASE, LANDLORD
MAKES NO WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED,
STATUTORY OR OTHERWISE AND LANDLORD HEREBY EXPRESSLY DISCLAIMS
MlA95101171248I
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THE SAME, AND TENANT HEREBY EXPRESSLY WAIVES, RELEASES AND
RENOUNCES, ANY AND ALL WARRANTIES OR REPRESENTA TIONS, EXPRESSED
OR IMPLIED, STATUTORY OR OTHERWISE IN RESPECT OF THE PREMISES OR
ANY PART THEREOF, INCLUDING, WITHOUT LIMIT A nON, ANY IMPLIED
WARRANTIES OF HABITABILITY Al\'D/OR MERCHANTABILITY AND FlTNESS FOR
USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR
OTHERWISE, AS TO THE QUALITY OF THE MA TERlAL OR WORKMANSHIP
THEREIN, LATENT OR PATENT, OR ANY CLAIM FOR ANY DIRECT, INCIDENTAL
AND/OR CONSEQUENTIAL DAMAGES RESULTIl'CG THEREFROM IN RESPECT OF
THE PREl'rIlSES OR ANY PART THEREOF OR ANY OF THE FOREGOING; IT BEING
AGREED THA T ALL SUCH RISKS ARE TO BE BORNE BY TENANT. THE PREMISES
AND EACH PART THEREOF IS BEING LEASED IN ITS "AS IS, WHERE IS" AND WITH
AN "ALL FAULTS" CONDITION.
4. fum. During the Term of lhis Lease, Tenanl shall pay lO Landlord, without notice,
offset, deduction or set-off an annual Base Rent in the amounts set forth in Exhibit "B" arrached
hereto and made a part hereof (the "Base Rent"), subject to the adjustments thereto as set forth in
Exhibit "R". Tenant shall make payments on the first day of each calendar month as rent (the
"Rent") for the Premises: (i) the amount of Base Rent as provided in Exhibit "B" attached hereto
and by this reference incorporated herein, prorated for any portion of the month arising at the
inception or at the expiration of the lerm of this Lease, (ii) a1\ other costs and charges as set forth in
this Lease, and (iii) applicable sales or other taxes due with respect to the Rent. In addition to the
rents and other payments herein provided, Tenant shall pay before delinquency all city taxes, both
general and special, of every kind whatsoever levied or assessed during the Tenn against the
Premises, to the end that Landlord shall receive all Rent due hereunder undiminished by any such
taxes, assessments or charges. Tenant shall also reimburse or pay to Landlord all amounts Landlord
is obligated to pay relating to any rent, occupancy, transaction, privilege, sales or similar tax
(excluding Landlord's income or estate taxes) imposed by any federal, state or local governmental
authority, or any subdivision thereof, upon or measured by any rents or other consideration to be paid
or performed by Tenant hereunder. Landlord shall have aJllegal. equitable and contractual rights,
powers and remedies 'provided either in this Le3.Se or by statute or otherwise in the case of
nonpayment of any component of the Rent that it has in the case of non-payment any other
compone'nt of Rent, such as Base Rent. Each payment of Base Rent made pursuant to this Paragraph
shall be made in advance on the first day of each month.
5. Maintenance and ReDair. Tenant shall at all times keep in good condition and
repair the Premises and every part thereof. structural and non-structural, interior and exterior,
ordJnary and extraordinary (whether or not such portion of the Premises requiring repair, or the
means of repairing the same are reasonably or readily accessible to Tenant, and whether or not the
need for such repairs occurs as a result of Tenant's use, any prior USe, or the elements and whether
or not such repairs are foreseen or unforeseen), including, without limiting the generality of the
foregoing, all plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and
equipment within the Premises, fixtures, walls (interior and exterior), foundations, ceilings, roofs
MLA9510/171248-1
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(inlerior and eX1erior), Doors, windows, doors, plate glass and skylights locared within the Premises,
and all gardening, 13nclscaping, drivew:lYs. parlUng lots, fences and signs localed on the Premises
and, to the extent required by any Regulations, sidewalks adjacent to the Premises. It is hereby
understood and agreed that other than its obligations with respect to insurance monies actually
received as more particularly set forth in Paragraph l7 below and its obligation to make all structural
and roof repairs required to be made to the Premises during the first year of the Term of this Lease,
Landlord has no obligation with respect to the repair and maintenance of the Premises, or any pan
thereof, al] of which obligations are intended to be that of Tenant. Tenant expressly waives to the
extent permitted by law the benefit of any statute or other law or regulation now or hereafter in effect
which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate
this Lease because of Landlord's failure to keep the Premises in good order, condition and repair.
Nothing contained in this Lease and no action or inaction by Landlord shall be construed as
(i) constituting the consent or request of Landlord, express or implied, to any contractor,
subcontractor, laborer, materialman or vendor to or for the performance of any Jabor or services or
the furnishing of any materials or other property for the construction, alteration. addition, repair or
demolirion of or to the Premises, or any part thereof, or (ii) giving Tenant any right, power or
permission to contract for or permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any claim against Landlord
in respect thereof or to make any agreement that may create, or in any way be the basis for, any right,
tille, interest, lien, claim or other encumbrance upon the estate of Landlord in the Premises, or any
portion thereof. Landlord shall have the right to give, record and post, as appropriate, notices of
nonresponsibility under any mechanics lien laws now or here3fter existing.
6. Alterations and Additions. Tenant shall have the right to make any alterations,
improvements, additions, or installations ("Improvements") in, on or about the Premises, subject to
the following requirements, (i) in the event the cost of such Improvements exceeds $100,000.00 or
Landlord is required to execute any document in connection with such Improvement (e.g., building
permit application), Tenant shall submit plans and specifications for Landlord's reasonable review
and approval, provided if Landlord does not grant or deny its approval within fifteen (15) calendar
days after receipt of such plans and specifications, Landlord's approval shall be deemed to have been
given, (ii) any such Improvements shall not result in any use of, or activities taking place on, the
Premises inconsistent with the terms of this Lease, (iii) any such Improvements shall not result in
;} material decrease in the value of the Premises, or any portion thereof. (iv) any assessments or
bonds levied or incurred in connection with such Improvements shall be the sole and exclusive
,
responsibility of Tenant (including the full amount of bonds payable over periods occurring after
termination or expiration of this Lease), (v) Tenant shall provide evidence of financial responsibility
sufficient to pay the entire cost of such Improvements, (vi) Tenant shall cooperate with Landlord in
posting applicable notices of non-responsibility with respect to liens arising out of construction of
such Improvements, and (vii) Tenant shall obtain written acknowledgments from all material
contractors and suppliers that Landlord shall have no responsibility therefor and that the Premises
shall not be subject to lien in connection therewith. AIIlmprovements shall be in compliance with
all applicable Regulations. Additionally, Tenant shall be responsible for payment of all
MlA95J0/17124S-1
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govemmental fees and costs imposed in connection with the Improvements and/or the use of rhe
Prerruses by Tenanl (other Ihan any fees and costs imposed for environmental conditions that aIe nor
[he responsibiliry oE the Tenant pursuant (0 the expressed terms, covenants and conditions set forth
in Paragraph J J below), and Landlord shall not have any obligation in that regard. Tenant shaJl pay
in addition to any other amounts required by this Lease any sums due to any increase in real estate
or other taxes attributable to any Improvements which may be made on the Premises during the Term
of the Lease. Any such Improvements shall be the sole and exclusive property of Tenant during the
Term of this Lease; provided that any such Improvements shall become the property of Landlord and
remain upon and be surrendered with the Prernises at the expiration or prior termination of the Lease.
In no event shall Landlord be obligated to compensate Tenant for the cost or valu~ Or any
Improvements. Tenant shall execute such instruments as Landlord shall reasonably require to vest
or confirm the vesting in Landlord oE all right, title and interest in the Improvements upon the
expiration or sooner tennination of the Term of this Lease. If requested by Landlord, Tenant shall
be required to post such completion and other bonds as may be reasonably requested by Landlord
in order to protect Landlord against any liens or claims against its interest in the Premises and against
the failure by Tenant and its contractors and subcontractors to complete such Improvements or other
alterations in the manner set fOl1h in lhe plans and specifications approved by Landlord.
7. ~.
A. Tenant shall keep the Premises and Tenant's interest in the Premises free from
any liens or claims of any nature arising out of any work performed, materials furnished, or
obligations incurred by Tenant, or its agents, employees, or subtenants. In the event that Tenant shall
not, within thirty (30) days following the imposition of any such lien or claims of any nature, cause
the same to be released of record by payment or posting of a proper bond, Landlord shall have, in
addition to aJl other remedies provided herein and by law, the right, but not the obligation, to cause
the same to be released by such means as it shall deem proper, including payment of the claim giving
rise to such lien or claim. All such sums paid by Landlord and aJJ fees, costs and expenses,
including, without limitation, attorneys' fees and costs incurred by it in connection therewith shall
be payable to Landlord by Tenant on demand. Further, any such failure by Tenant shall constitute
a default hereunder.
B. If Tenant shall, in good faith and with due diligence, contest the validity of
3..'1Y such lien, then Tenant shall, after prior written notice to Landlord, at its sole cost and expense,
defend itself and Landlord against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof against Landlord or the Premises, provided
that (i) neither the Prernises nor any part thereof would be in any danger of being sold, forfeited, lost
or interfered with, or cause any default under any mortgage or deed of trust encumbering the
Premises or any interest therein, (ii) Tenant shall furnish to Landlord a surety bond in form and from
a surely reasonably satisfactory to Landlord in an amount reasonably acceptable to Landlord to cover
the amount of such contested lien, together with interest and penalties thereon, if any, and
indemnifying Landlord against liability for the same and holding the Premises free from the effect
of such lien; and (iii) [his shall not be deemed or construed in any way as relieving, modifying or
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extending Tenant's covenants to payor its covenants to cause to be paid any such charges at the lime
and in the manner provided in this Par;Jgraph or operare 10 relieve Tenanl from irs o1her obligarions
hereunder. In the event that Tenant fails 10 pay any claims when due or [0 provide the security
therefor as provided in this Paragraph and to diligently prosecute any contest of the same, Landlord
may, upon thiny (30) days advance written notice to Tenant. pay such charges together with any
interest and penalties and the same shall be repayable by Tenant to undlord as Rent together with
the next payment of Base Rent then coming due, provided that, should Landlord reasonably
determine that the giving of such notice would risk loss 10 the Premises or cause damage to
Landlord, then Landlord shall give such written notice as is appropriate under the circumstances.
8. Assienment and Sublettjn~
~,o
*
A. Tenant shall have the right, with undJord's prior written consent, which
consent shall not be unreasonably withheld, to assign, transfer or sublet all or any part of Tenant's
interest in this Lease or the Premises. Notwithstanding the foregoing, Tenant shall not be required
to obtain Landlord's consent to an assignment or sublease of this Lease to an entity which is majority
owned and controlled by Tenant or Guarantor (as hereinafrer defined), provlded Tenant is not in
default under this Lease and Tenant promptly delivers to Landlord written notice of such assignment
or sublease together with written certification setting forth the relationship of such assignee or
sublessee to the Tenant and Guarantor.
B. Any assignee shall assume all of Tenant's obligations under this Lease and
shall deliver to Landlord an absolute and unconditional assumption agreement on the effective datc
of the assignment, which assumption agreement shall be in form and substance acceptable to
Landlord. In addition, the Guarantor shall execute and deliver to Landlord an acknowledgment and
consent reasonably acceptable to Landlord which will confirm Guarantor's continuing obligations
under the Guaranty (as hereinafter defined). Provided such assignment is made pursuant to the terms
of this Lease, upon the execution by such assignee of said assumption agreement and the delivery
of same to the Landlord, together with Guarantor's acknowledgment and consent, the Tenant shall
be relieved of any and all of Tenant's obligations under this Lease. Consent by Landlord to any
assignment sha1l not constil'Jte a waiver of the necessity for such consent to any subsequent
assignment. Except as expressly provided in this Subparagraph B, no assignment, transfer, or
subletting of this Lease shall release Tenant of its obligations or alter the liability of Tenant to pay
the Rent and to perform all other obligations to be performed by Tenant hereunder. Notwithstanding
the foregoing, Landlord agrees that if this Lease is assigned with undlord's written consent, the
Landlord will release the Guarantor from its obligations under Guaranty if the assignee approved by
Landlord has a "net worth" equal or greater [0 $ 1 OO,QCX) ,OOJ. 00, provided that the termination of the
Guaranty and Guarantor's obligations thereunder shall only be effective if in writing and executed
by both undlord and Guarantor. For purposes of this Lease, "net worth" shall mean in respect of
any person or entity for which such determination is being made, at the time of any determination
thereof is to be made, (i) the aggregate amount of all assets of such person or entity as may properly
be classified as such, less (ii) the aggregate amount of all liabilities of such person or entity, all as
determined in accordance with Generally Accepted AccountIng Principles consistently applied.
MIA95IOIJ71"48-J
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C. Tenant shaJJ inser1 in each assignment or sublease pennilted pursuant to the
terms of this Paragraph to the effect that (a) such assignment or sublease is subject and subordinate
to all of the terms and provisions of this Lease and to the rights of Landlord hereunder, (b) in the
event this Lease shalltenninate before the expiration of such assignment or sublease, the assignee
or subtenant thereunder will, at Landlord's option, attorn to Landlord and waive any right the
assignee or subtenant may have to terminate the assignment or sublease or to surrender possession
thereunder, as a result of the termination of this Lease, and (c) in the event the assignee or subtenant
receives written norice from Landlord or Landlord's assignees, if any, stating that Tenant is in default
under this lease, the assignee or subtenant shall thereafter be obligated to pay all rentals accruing
under said assignment or sublease directly to the par1y giving such notice, or as such pa.r1y may
direct. All rentals recejved from the assignee or subtenant by Landlord or Landlord's assignees, if
any as the case may be, shall be credited against the amounts owing by Tenant under this Lease.
D. Landlord may assign all of its rights and delegate its obligations pursuant to
the Lease, at Landlord's option. Landlord may convey the Premises, or any portion thereof, in
accordance with the provisions of Paragraph 27 below.
9. Exemption of Landlord from Liability. Except as specifically set fOr1h in this
Lease, Landlord shall not be liable to Tenant and Tenant hereby assumes all risks and waives all
claims against Landlord for any damage to any proper1y or any injury to or death of any person in
or about the Premises by or from any cause whatsoever arising at any time, and without limiting the
generality of the foregoing, whether caused by fire, steam, electricity, gas. water, or rain, or from the
breakage, leakage, obstruction or other defeclS of pipes, sprinkJers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause regardless of whether the cause of such
damage or injury or the means of repairing the same is inaccessible to Tenant. Landlord shall not
be liable or responsible for any Joss or damage to any properly or person occasioned by theft, fire,
act of God, acts of third pa.r1ies, public enemy, injunction, riot, strike, insurrection, war, courl order,
requisition or order of governmental body or authority, or other matter beyond the control of
Landlord. In further explanation of and not in limitation of the foregoing provisions of this
Paragraph 9, Landlord shall remain liable for any damages to any proper1y or any injury to or death
of any person in or about the Premises which may result solely from the negligence or willful Jcts
or omissions of Landlord, or its agents, employees or contractors.
10. Environmental Audils.
A. Upon Landlord's good faith determination (to be based upon the criteria set
fOI1h in Paragraph] O(C) below) that the handling, storage, transportation or disposal of any
Hazard-~us Substance (as defined in Paragraph] I) in, on or about any part of the Premises may (i)
result in the issuance of a complaint, order, citation or notice by any governmental or regulatory
authority, commission, bureau or agency or public regulatory body against or affecting the Tenant
or all or any par1 of the Premises, (ii) result in the imposition of liability on the part of any person
or entity to take any actions with respect to such use, including, without limitation, any liability to
""LA95101171~~8.1
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clean up any release (as hereinafler defIned), or (iji) otherviise adversely affect the undlord's interest
in the Premises, the Tenant will, upon request of the Landlord, provide to the Landlord, at the
Tenant's expense, a repon from a reput::lbJe environment::l) consultant, reasonably ::lpproved by
Landlord, with respect to such Premises and the nature, extent, and effect of the use of an)'
Hazardous Substance thereon, which report shall be provided [0 the Landlord not later than thirty
(30) days following the request therefor, or such earlier date upon which the report is actually
available from the environmental consultant. If the Tenant shall fail or refuse to engage an
environmental consultant acceptable to the Landlord and to provide such a report with thirt)' (30)
days following the request therefor by the Landlord, the Landlord may, but shall not be obligated to,
obtain such a report from an environmental consultant of the Landlord's choice, at the Tenant's cost,
which cost Ten~lnt shall pay to Landlord in accordance with the provisions of Subparagraph 20(C)
hereof.
B. If Landlord detennines that an environmental audit, assessment, study, or test
should be conducted in connection with the Premises, Landlord and Tenant shall confer and within
ten (0) business days thereafter Tenant shall retain a reputable environmental consultant, approved
by Landlord, to conduct such environmental audits. assessments, studies, and tests on the Premises.
Based upon the results of such audits, assessments, studies, and tests, Landlord, if it reasonably
determines that the Tenant is not in compliance with any Environmental Laws (as defined in
Paragraph 11) which apply to the Premises or to any users or operators of the Premises, may require
the Tenant to promptly correct or rectify, at the Tenant's expense, any failure to comply with such
Environmental Laws.
C. Landlord's right to require Tenant to undertake and submit to Landlord an
environmental audit, srudy or test from a reputable environmental consultant, approved by Landlord,
shall be permitted only if Landlord has objective evidence or has received notice from any
governmental authority that there is a threat, or may have been a release after the Commencement
Date, of a Hazardous Substance at or on the Premises; provided, however, jf Tenant promptly
provides objective evidence to Landlord that no such threat exists or release has occurred, Tenant
shall not be required to undertake such audit, assessment, study or test.
II Environment<l] Representations and Indemnification.
A. Tenant hereby represents, warrants, covenants and agrees that:
(i) Any Hazardous Substances (as hereinafter defined) used by Tenant
or its agents, employees. contractors, subtenants, assignees and invj[ees on, in, or about the Premises
shall be_brought inlo, installed, contained, treated, stored, used, transported and disposed of in a safe
manner and in accordance with all federal, state or local laws, ordinances, regulations, pennit
conditions, administrative orders, directives, judgments, decrees, injunctions and all covenants and
restrictions of record and similar requirements, whether now or hereafter enacted, promulgated,
issued, or ordered and in force, pertaining to health, safety and (he environment, including, but not
limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
MLA9510/171248I
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42 USe. ~ 9601 eJ~: the Hazardous Materials Transportation Act, 41 US e. ~ 180] ~ @: the
Resource Conserralion and Recovery Act, 42 U.s.e. S 690 I f.l~; the Toxic Substahces Control
Act, J 5 U.S.c. ~ 260 1 ~~; the Clean Water Act, 33 U.S.C S 125] tl~; the Safe Drinking
Water Act, 42 U,S.c. ~ 300f et~; and the Clean Air Act, 42 U.S.c. ~ 7401 ~~, the Toxic
Substance Control Act, 15 U.s.e. ~260 1 et ~.; ~he regulations of the Occupational Safety and
Health Administration, 29 c.F.R. S 1910. 100 I; the National Emission Standard for Hazardous Air
Pollutants, 40 c.F.R. Part 6 I, Subpart M, as each may be amended from time to time (herein referred
to as the "Environmental Laws".) As used in this Lease, "Hazardous Substance" means all
hazardous or toxic substances, materials, or wastes, chemicals, pollutants, and contaminants,
including, but not limited to, petroleum products and asbestos, the use, storage, treatment,
transportation or disposal of which is regulated pursuant to any Environmental lAw or which is
otherwise hannful to human health or the environment.
(ii) Tenant willl.lse, keep and maintain the Premises, and every portion
thereof, in compliance with all Environmental Laws and shall not cause or permit the Premises. or
any portion thereof to be in violation of any Environmental Laws.
(iii) Neither Tenant nor its agents, employees, contractors, subtenants,
assignees and invitees will use the Premises, or any portion thereof, in a manner which causes any
Hazardous Substance to be released, and will not release (as hereinafter defined) any Hazardous
Substance, in, on, beneath, at or about the Premises, or any portion thereof, including, without
limitation, into the atmosphere, sailor groundwater thereof. If Tenant or its agents, employees,
contractors, subtenants, assignees or invitees or any other person or entity during the Term of this
Le2.se causes or permits the spilling, leaking, pumping, pouring, emitting, discharging, injection,
escaping, leaching, dumping, or disposing in. on, beneath, at or about the Premises, including,
Without limitation, into the atmosphere, soil, or groundwater thereof (each such event or occurrence
being ;j "release") of any Hazardous Substance, Tenant, upon knowledge thereof, shall immediately
notify Landlord in writing of such release and immediately commence, diligently conduct and
complete the investigation, assessment, clean-up and remediation of each such reJease of Hazardous
Substances, and take all such other action, as may be necessary or required by the Environmental
Laws, all at Tenant's sole cost and expense.
(iv) Tenant shall indemnify, defend and hold harmless Landlord, its
officers, directors, employees, shareholders, affiliates, successors and assigns (the ''Landlord
lndemnitees") against any and all ljabilities, damagt".s, claims (including without limitation, third
part)' claims of personal injury or real or personal property damages), costs, losses, actions, causes
of action, legaJ, accounting, consulting, engineering and olher professional fees and costs,
investIgation, assessment, remediJlion and other response costs, and other costs and expenses
whether at law, in equity, or of an administrative nature (including, without limitation, attorneys'
fees and court costs whether incurred at any investigative, administr<ltive, trial or appellate level),
including, without limitation, Jiability under the Comprehensive Environmental Response
Compensation and Liability Act, 42 USe. Section 960], f1 ~ or any of the other Environmental
Laws, as currently written or as they may be amended (herein;jftcr collectively referred to as
ML..95101171?48j
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"Claims "), which m.ay be imposed upon, incurred by or asseI1ed against any of the Landlord
Indemnitees by any other party or p2fties, including, without limitation, a governmental entity,
ari,sing out of or in connectiOn with the breach of the covenants in)his Paragraph Il(A) or any
violation of any Environmental Laws during the Term. whether due to the act or omission of Tenant
and/or its agents, employees, contractors, subtenants, assignees or invitees or the act or omission of
any other person or entity, but limited solely to any such Claims that are based on a release or a
violation that first occurs on or after the Commencement Date. This obligation by Tenant to
indemnify, defend, and hold harmless the Landlord includes, without limitation, costs incurred by
the Landlord lndemnitees for or in connection with any investigation and assessment of site
condItions and any cleanup, remedial, monitoring, restoration, closure or other response action
required by any federal. state, or local governmental agency or political subdivision, or any third
party action, due to the presence of any Hazardous Substances in, on, beneath, at or about the
Premises, or any portion thereof, including, without Jimitation, any sums paid in seu]ement of
claims, penalties, attorneys' fees, court costs, consultant and laboratory fees, as a result of the acts
or omissions of Tenant and/or its agents, employees, contractors, subtenants, assignees and invitees
on or in connection with the Premises, or any portion thereof, or the acts or omissions of any other
person or entity during the Tenn, but excluding that portion of any damages to the extent caused by
Landlord lndemnitees. This indemnity shall survive the expiration or prior termination of Lhis uase.
B. Landlord shall indemnify, defend and hold harmless Tenant, its officers,
directors, employees, shareholders, affiliates, successors and assigns (the "Tenant lndemnitees")
against any and all liabilities, damages, claims (including without limitation, third party claims of
personal injury or real or personal proper1y damages), costs, losses, actions, causes of action, legal,
accounting, consulting, engineering and other professional fees and costs, investigation, assessment,
remediation and other response costs, and other costs and expenses whether at law, in equity, or of
an administrative nature (including, without limitation, attorneys' fees and court costs whether
incurred at any investigative, administrative, trial or appellate level), including, without limitation,
liability under the Comprehensive Environmental Response Compensation and Liability Act, 42
U.s.e. Section 960 I, et ~ or any of the other Environmental Laws, as currently written or as they
may be amended (hereinafter collectIvely referred to as "Claims"), which may be imposed upon,
incurred by or asserted against any of the Tenant lndemnitees by any other party or parties, including,
without limitation, a governmental entity, arising out of or in connection with any violation of any
EnvironmentaJ lAws during the Tenn, whether due to the act or omission of Landlord and/or its
agents, employees, contractors, subtenants, assignees or invitees or the act or omission of any other
person or entity that arise as a result of a release that first occurred prior to the COJTItT1encement Date
of this Lease. This obligation by Landlord to indemnify, defend, and hold harmJess the Tenant
includes, withoullimita!lon, costs incurred by the Tenant Indemnitees for or in connection with any
investigation and assessment of site conditions and any cleanup, remedial, monitoring, restoration,
closure or other response action required by any federal, state, or local governmental agency or
political subdivision, or any third party action, due to the presence of any Hazardous Substances in,
on, beneath, at or about Lhe Premises, or any portion thereof, including, withoul limitation, any sums
paid in settlement of claims, penalties, attorneys' fees, court costs, consultant and laboratory fees,
as a result of the acts or omissions of Landlord and/or its agents, employees, contractors, subtenants,
MlA95 J0Il712~8. J
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assignees and invile-es on or in connection wjth [he Premises, or any portion Ihereof, or the Jcts or
orrUssions of any other person or entity during [he Term, but excludmg th:Hporrion of allY damages
to the e)c, ,cnt caused by Tenant Indemnllees ThIs Indemnity shall survi ve the expiration or prior
tCrrrUnation of this Lease.
C. The indemnity obligation in Subparagraphs (A)(iv) and (B) above are
conditioned upon (i) an Indemnitee providing written nOlice to the other party with reasonable
promptness upon becoming aware of any m3t1er described above to which the indemnity applies and
10 which the other party does not have simultaneous notice thereof, provided that the failure to
provide or any delay in providing such nOlice shall not impair the indemnity hereunder unless the
iailure or delay actually causes prejudice to the other party and then only co the extent such delay
causes the damages to exceed those which otherwise would have been incurred had prompt notice
been given, and (ii) the reasonable cooperation of the Indemnitees with the other party in the defense
of the matter.
D. Landlord and Tenant acknowledge and agree that some or all of the
1I1lprOvements located on the Premises, or any ponions thereof, may have been constructed
incorporating asbestos, lead based pai:1t and other materials prior to the existence of restrictions
regarding the use of such materials, and accordingly some or all of the Premises may contain such
materiaJs. including, but not limited to, asbestos and lead based paint. In connection with any
asbestos and/or lead-based paint presently located at the Premises, Landlord shall be responsible for
the reasonable costs of any and aJl operations and maintenance ("O&M") programs and other
re~r::mse actions undertaken by a mutuaJly appointed environmental consultant to the extent required
ty 'he Environmental Laws, including, without limitation, normal repairs and encapsulation of
friable asbestos presently located within the Premises; provided, however, Tenant shall be
rc~punsioje for arij O&M programs and other response actions to the extent required by
Environmental Laws if such action is required as a result of Tenant's activities at the Premises.
Further, in the event that, as a result of any repairs, alterations or improvements done by Tenant to
the Premises, any Environmental Laws provide that any asbestos and/or lead based pain!
remediation, repair work, or other response action shall be done which would not have been
otherwise required if such repairs, alterations or improvements were not done by Tenant, then
Tenant, at Tenant's sole cost and expense, shall perfonn any such asbestos and/or lead based paint
remediation or repair work or take such other response 3ctions which may be reguired by any
Environmental Laws as a result of such repair, alterations or improvements. Any remediation, repa..ir
work, or other response actions, including the development and implementation of 9&M programs,
shall be done only through contractors licensed therefor and shall be done in all respects in
compliance with aJl applicable Environmental Laws Upon completion of any such action, such
contractors shall be required to deliver to Landlord and to Tenant certificates complying with all
Environmental Laws
E. Notwithstanding anything herein to the contrary, neither Landlord nor Tenant
shall have any obligation hereunder to the other for releases of Hazardous Substances at locations
other than the Premises if such releases contaminate, or have contaminated, any of the Premises;
/vi lA 951011712- 8. J
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provided, howe\er, Te:lant shziJ] promptly notify Landlord dt such time it becomes aware of the
threatened release or release of Hazardous Substances at locations other tha~ the Premises jf such
releases could reasonably contamInate the Premises with Hazardous Subst:mces, provided 111at the
failure to provide or any delay in providing such notice shall not increase the obligations of Tenant
hereunder unless the failure or delay actually causes prejudice to the Landlord and then only to the
extent such delay causes the damages to exceed those which otherwise would have been incurred
had prompt notice been given.
12 lndemn ification.
A. In addition to the indemnification in Paragraph I 1, Tenant shall indemnify
and hold harmless and defend Landlord from any penalty or damages or charges imposed for any
violation of any laws or ordinances which are the direct result of the breach of this Lease or the
neglect, act or omission, of Tenant or those holding under Tenant during the Term of the Lease.
Tenant shall also defend, indemnify and hold Landlord harmless from any and all claims, demands,
judgments, damages, liabilities, costs, expenses a!ld losses, including, without limitation, attorneys'
fees and court costs, arising from Ten::lnt's use of the Premises or use of the Premises by any pan)
holding under Tenant, or from the conduct of Tenant's business, or from the conduct of the business
of any palty holding under Tenant, or from any activity, work or things done, pemitted or suffered
by Tenant or any party holding under Tenant in or about the Premises. Tenant further agrees to
defend and indemnify and hold Landlord harmless from any and all claims, demands, judgments,
damages, liabilities, costs, expenses and losses arislng from any breach or default on the part of
T(;nan; in the performance of any covenant or agreement on the part of Tenant to be perfonned
pursu:lrlt to the terms of this Lease, or arising from any negligence, act or omission, of Tenant, or any
of its agents, subtenants, invllees, successors, contractors, servants, employees, or licensees, and
from and against all costs, attorneys' fees, expenses and liabjlities incurred in connection with any
such claim or loss or action or proceeding brought thereon. If any action or proceeding is brought
against Landlord by reason of any such matters, Tenant agrees to defend such action or proceeding
at Tenant's sole expense by counsel reasonably satisfactory to Landlord. If Landlord receives
insurance proceeds with respect to any claim or loss for which it is insured pursuant to the terms of
this Lease, Tenant shaH'reduce its payment to Landlord pursuant to this Paragraph to the extent of
such proceeds. Tenant's obligations to indemnify Landlord hereunder shall not include any loss for
which Landlord fails to provide insurance it is hereunder obligated to provide and for which if such
insurance were maintained Landlord would have received proceeds. The provisions of this
Paragraph 12 shaJI survive the expiration or prior termination of this Lease with resQCct to any claims
or liability relating to matters occurring after the Commencement Date and prior to such expiration
or tennination.
B. In addition to the indemnification in Paragraph I I, Landlord shall indemnify
and hold harmless and defend Tenant from any penalty or damages or charges imposed for any
violation of any laws or ordinances which are the direct result of the breach of this Lease or the
neglect, act or omission, of Landlord during the Tenn of the Lease. Landlord shall also defend,
indemnify and hold Tenant harmless from any and all claims, demands, judgments, damages,
~1lA9510/J712.g.1
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ljabllities, costs, expenses and losses, including, \.\.'jrhout limitation, attorneys' fees aJld coun costs.
arislng from any activIty, \\Iork or things done. permitted or suffered by Landlord, its agents.
successors. contractors, servants, employees or licensees In or about the Premises. Landlord further
agrees to defend and indemnify and hold Tenant harmless from any and all claims, demands,
judgments, damages, liabjJities, costs, expenses and losses arising from any breach or default on the
part of Landlord in the performance of any covenant or agreement on the part of Landlord to be
performed pursuant to the terms of this Lease, or arising from any negJigence, act or omission, of
Landlord, or any of its agents, successors, contractors, servants, employees, or licensees, and from
and against all costs, attorneys' fees, expenses and liabilities incurred in connection with any such
claim or loss or action or proceeding brought thereon. If a.'1y action or proceeding is brought against
Tenant by reason of any such matters, Landlord agrees to defend such action or proceeding at
Landlord's sole expense by counsel reasonably satisfactory to Tenant. U Tenant receives insurance
proceeds with respect to any claim or loss for which it is insured pursuant to the terms of this Lease,
Landlord shall reduce its payment to Tenant pursuant to this Paragraph to the extent of such
proceeds. Landlord's obligations to indemnify Tenant hereunder shall not include any loss for which
Teo2-nt fails to provide insurance it is hereunder obligated to provide and for which jf such insurance
were maintained Tenant would h3ve received proceeds The provisions of this Paragraph 12 sholl
s'Jrvive the expiration or prior termination of this Le;,,<,e with respect to any claims or liability
relating 10 matters occurring after the Commencement Date and prior to such expiration or
termination.
13. Insuran<;e.
A. Tenant shall, at Tenant's expense, obtain and keep in force during the entire
term of this Lease a Comprehensive General Liability policy (including Property Liability and
Contract1JaJ LJability. Occurrence form) from an insurer reasonably acceptable to Landlord insuring
Landlord, Tenant and any Mongagee of TenJ11['s interest against covered liability arising out of the
Premises or its use, occupancy or maintenance, including all areas appurtenant thereto. Such
insurance shall be a combined single limit policy or policies in an amount not Jess than Five Million
Dollars ($5,000,000) per occurrence and in the annual aggregate for Bodily Injury, Property Damage
and Personal Injury, and, shall name Landlord as an additional insured. U such insurance coverage
has a deductible clause, the deductible amount shall not exceed One Million Dollars ($ I ,000,000)
per occurrence.
B. Tenant shall. a1 Tenant's expense, obtain and keep in force during the entire
tenn of this Lease a policy of insurance covering loss or damage to a1] improYe~enls, alterations,
additions, utili!)' installations, flx.tures, equipment and similar property, other than the property to
be insured pursuant to Paragraph 13(C) and any personal property of Terlant, in the amount of the
full replacement value thereof. including appreciation, as (he same may exist from time to time,
against all perils included within the classification of fire, extended coverage, vandalism, malicious
mischief, Dood, and special extended perils ("all risk" as such term is used in the insurance industry).
Said insurance shall name Landlord and any mortgagee of Tenant's interest as loss payees and shall
provide for payment of Joss thereunder to Landlord, Tenant and any mortgagee of Tenant's interest
~1lA95IG/171:~g.1
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as L'>]eir interests may appear. If such insurance coverage "as a deductible clause, the deductible
amount shall not exceed One Hundred Thousand Dollars ($ ] 00,000) per occurrence
C. Tenant shaJl, at Tenant's expense, obtain and keep in force during the entire
term of this Lease a policy or policies of insurance covering loss or damage to the structural elements
of the Premises, including but not limited to walls (interior and exterior), foundations, ceilings, roofs
(interior and exterior), Ooors, windows, doors, plate glass and skylights located within the Premises,
all plumbing, electrical, automotive lift and lighting facilities and equipment in, on or about the
Premises, and all landscaping, driveways, parking lots, fences and signs located on the Premises.
Coverage shall be in the amount of the full replacement value thereof, with an agreed amount
endorsement, against aJl perils included within the classification of fire, extended coverage
endorsement (ECE), vandalism, malicious mischief, and special extended perils (all perils coverage
except as excluded by policy). Said insurance shall name Landlord and any mOr1gagee of Tenant's
interest as loss payees and shall provide for payment of Joss thereunder to Landlord, Tenant and any
mOr1gagee of Tenant's interest as their interests m3Y appear. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed One Hundred Thousand Dollars
(5 100,000) per occurrence.
D. The Tenant shall obtain and keep in full force during the entire term of this
Lease the following insurance coverage:
(i) boiler and machinery insurance on all fixtures and equipment located
on the Premises at any time;
(Ji) jf Tenant commits, permits, or causes the conduct of any activity or
the placing or operation of any equipment on or about the Premises creating unusual hazards, Tenant
shall promptly procure and maintain in force insurance sufficient to cover the risks represented
thereby. Landlord's demand for unusual hazard insurance shall not constitute a waiver of Landlord's
rights to demand the removal, cessation or abatement of any dangerous or unlawful activity or
operation;
(iii) flood insurance (when [he Premises is located in whole or in part
wi thin a'designated flood plain area) and such other hazards and in such amounts as may be
customary for comparable properties in the area and is available from insurance companies
authorized to do business in the state at rates which are economically practicable in relation to the
risks covered; and
(iv) all other insurance, if any, of whatever description and in such
amounts as may be required by any ordinance, law or governmental regulation to be carried or
maintained with respect to the Premises.
E. Tenant shall, at Tenant's expense, obtain and keep in force during the entire
term of the Lease a policy or policies of Workers' Compensation Insurance, including Employers'
MlA95101i712~81
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Liability Insurance, which is in fuJJ compliance wirh the applicable Workers' Compem3lion st;lle 13......
from an insurer reasonably acceptable [0 L3ndJord.
F. Insurance required hereunder shall be written on an occurrence basis and
shall be in companies holding a "General Policyholders Rating" of at least A-X, as set forth in the
most current issue of "Best's Key Rating Guide, Property and Casualty," or such other similar guide
as may be published by Best. Tenant shall deliver to Landlord certificates evidencing the existence
and amounts of such insurance, with loss payable clauses as required by this Paragraph 13. No such
policy shall be cancelable or subject to reduction of coverage or other modification except after thirty
(30) days' prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the
expiration of such policies, furnish lAndlord with renew;1ls or "binders" thereof. or if Tenanr fails
to furnish such renewals, then Landlord may order such insurance and charge the cost thereof to
Tenant, which amount shall be payable by Tenant upon demand.
G. So long as there exists an assignee or subtenant on the Premises which is
required, by the tenns of its assignment or sublease, 10, and does, carry and maintain insurance which
15 no less comprehenSive than that described above, and which names Landlord as an additional
insured thereon or loss payee thereof, as the case may be, then Tenant shall have noobligalion during
the tem of such assignment or sublease to carry the insurance required hereunder.
H. In no event shall the limits of any insurance required to be carned by Tenant
pursuant to the tenns of this Lease limit the liability and responsibility of Tenant hereunder.
14. Waiver of Subrogation. All insurance policies carried by Tenant covering the
Premises, any contents thereof, fire and casualty shall expressly waive all rights of recovery against
the L:lndlord for such loss or damage, whether due to the negligence of Landlord or Tenant or any
of their agents, employees, contractors and/or invitees. The Tenant agrees that its policies will
include such waiver clause or endorsement so long as the same is obtainable without extra cost and,
in the event of such an extra charge, the lAndlord, at its election may pay the same but shall not be
obligateq to do 50.
15. Utilities and Senices. Tenant shall, during the entire term of this Lease, procure
and pay for aJI utIlities and services supplied to or used on the Premises, including but not limited
to water, gas, heat, light, power, telephone, security, and janitorial services, together with any taxes
thereon.
16. Real Prooerty Taxes
A. Tenant shall pay directly to the applicable county tax collector, or other
appropriate assessmg authority, as it becomes due and not less than fifteen (15) days before
delinquency, the cost of the Real Property Taxes, as defined in Subparagraph (B) of this Paragraph,
applicable to the Premises during the term of this Lease, and shall provide evidence of payment to
Landlord (e.g, paid receipts) not less than ten (10) days before delinquency. Notwithstanding the
MlA95! 011712481
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foregoing, Tenant shall have no obligation to pay for the Real Property Taxes due for the period prior
to the Commencement Dare. even if those Real Propeny Taxes are not assessed until after (he
Commencement Date. Further, Tenant shall have no obligation to pay any penalties or interest
assessed with respect to the Premises for a period prior to the Commencement Date, even if such
penalties or interest are not assessed until after the Commencement Date. If pa)ments made by
Tenant are applied by the assessing authority to unpaid Real Property Taxes (including without
limitation, any interest or penalties thereon) respecting a period prior to the Commencement Date,
then Lmdlord shall be responsible for the Real Property Taxes (and all resulting interest and
penalties thereon) which Tenant had attempted to pay, but which were diverted to pay earlier Real
Property Taxes (including without limitation, all interest and penalties included therein)
B. As used herein, "Real Property Taxes" shall mean collectively any form of
ad valorem tax or assessment (including, without lim.itation, all assessments for public improvements
or benefits, whether or not commenced or completed prior to the date hereof and whether or not to
be completed during the entire Term of rhis Lease), ground rents, water, sewer or other rents and
charges, excises, tax levies, fees (including without limitation license, permit, inspection,
authorizatIon and similar fees) and all other governmental charges, general, special, ordinary or
extraordinary, or foreseen or unforeseen, of every character in respect of the Premises or the business
being conducted thereon and any license fee, commercial rental tax, improvement bond or bonds,
levy or tax (other than inheritance, personalmcome or estate taxes) imposed on the Prem.ises by any
authority having the direct or indirect power to tax, including any city, state or federal government
or any school, agricultural, sanitary, fire. street, drainage or other improvement district thereof, as
against any legal or equitable interest of Landlord in the Premises or in the real property of which
the Premises are a part, as against Landlord's right to rent or other income therefrom, and as against
Landlord's business of leasing the Premises, including any tax, fee, levy, assessment or ch3rge (i) in
substitution of, partially or totally, any tax, fee, levy, assessment or charge hereinabove included, (ii)
the nature of which was hereinbefore included within this definition, or (iii) which is imposed by
reason of this Lease transaction, any modifications or changes hereto, or any transfers hereof.
C. Tenant shall pay prior to delinquency all taxes assessed against and levied
upon trade fIxtures, furnishings, equipment and all other personal property of Tenant contained in
the property or elsewhere. Tenant shall cause said trade fixtures, furnishings, equipment and aJ]
other personal property to be assessed and billed separately from the real property of Landlord If
any of Tenant's said personal property shall be assessed with Landlord's real property. Tenant shall
pay Landlord the taxes attributable to Tenant within ten (10) days after receipt of a ,written statement
setting forth the taxes applicable to Tenant's property.
D. If Tenant shall, in good faith and with due dIligence, contest the validity of
any Real Property Taxes, then Tenant shall. after prior wnllen notice to Landlord, at its sole cost and
expense, defend itself and Landlord against the same and shall pay and satisfy any such adverse
judgment that may be rendered thereon before the enforcement thereof against Landlord or the
Premises, provided that (i) neither the Premises, nor any part thereof. would be in an)' d~lDger of
being sold, forfeited, lost or interfered with, or cause any default under a.n)' mortgage or deed of trust
MLA.95101J71248.[
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encumbering the Premlses, or any interest therein, (ii) such COnlesr shall nor subject the Landlord
or Tenant ro criminal liabiliry; (iil) Tenant shall pay aJJ sums required in connection with such
conlest; (iv) Tenant shall deposit with Landlord, as security, a sum egualto 12590 of the unpajd
balance of the Real Estate Taxes so contested; (v) Tenant shall indemnify Landlord against liability
for the same and holding the Premises free from the effect of such lien; and (vi) this shall not be
deemed or construed in any way as relieving, modifying or exrending Tenant's covenants to payor
its covenants to cause to be paid any such charges at the time and in the manner provided in this
Paragraph or operate to relieve Tenant from its other obligations hereunder. In the event that Tenant
fails to pay any obligations when due or to provide the security therefor as provided in this Paragraph
and to diligently prosecute any contest of the same, Landlord may, upon thirty (30) days 3dvance
wriuen notice to Tenant, pay such charges together with any interest and penalties and the same shall
be repayable by Tenant [0 Landlord as Rent, 10 the extent the Tenant has not deposited such sums
with Landlord as securiry as hereinabove provided, together wlth Lhe next payment of Base Rent
then corning due, provided that, should Landlord reasonably detennine that the giving of such notice
would risk Joss to rhe Premises, or any portion thereof, or cause damage to Landlord, then Landlord
shaJJ give such written notice as is appropriate under the circumstances
17. Dam;! ~e or Destruction.
A. In Lhe event that the Premises are damaged or destroyed by an event which
occurs during the last twelve months of the Term hereof and (i) the Premises are damaged or
destroyed by an event which does not require insurance coverage hereunder, and the cost of repair
or rebuilding exceeds twenty percent (20%) of the entire replacement cost of Lhe Premises, or (ii) the
Premises are damaged or destroyed by an insured event, but insurance proceeds received are less
than eighty percent (80%) of the cost of repair or rebuilding, or (iji) in Tenant's reasonable opinion
such rebuildi ng or repairs will take more than 180 days from the date of commencement of the work
or repair or rebuilding, then Tenant shall have no obligation to rebuild or repair the Premises.
provided that Tenant may elect to restore the Premises. Notwithstanding Tenant's election as
provided in the preceding sentence or anything to the contrary contained herein, this Lease shall
continue in full force and effect, and all Rent and other monies due under this Lease shall continue
to be promptly paid by Ten3.1lt. All proceeds payable by reason of any loss or damage to the
Premises, or any portion thereof, and insured under any policy of insurance required by this Lease
(excluding Tenant's business inteffiJption insurance) shall be paid to Landlord and held by Lmdlord
in trust and shall be made avallable for reconstruction or repair, as the case may be, of any damage
to or destruction of the Premises, or any portion thereof, and shall be paid out by ~dlord from time
to time for the reasonable costs of such construction or repair. Any excess proceeds of insurance
remaining after the completion of the restoration or reconstruction of the Premises shall belong [0
Tenant~ In the event the insurance proceeds actually recejved by Landlord are insufficient to restore
the Premises to substantially the same condition as existed prior to Lhe damage or destruction, Tenant
shall be obligated to conlIibute any excess amounts needed to restore the Premises. Such difference
shall be paid by Tenant to Landlord [0 be held in trust, together with any other insurance proceeds,
for application (o the cost of repair and restoration. In the event neither Landlord nor Tenant is
required to repair and restore and the Lease is terminated as described in this Paragraph 17(A), all
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insurance proceeds shall be retained by Landlord. In the evenr th3t Tenant does nor ekCl (0 rebuild
in accordance wjrh this Paragraph 17(A), Tenant sh31J be obJig3ted to remove all debris from the
Prerruses.
B. In all other cases of damage to, or destruction of, the Premises the Tenant
shall restore the Premises to substantially the same condition as existed prior to the damage or
destruction provided that Tenant is able with reasonable efforts to obtain all required permits to do
so. In the event that Tenant is obligated to restore the Premises (or Tenant c:Jects to restore the
Premises in those cases where Tenant is not obligated to do so), Tenant shall commence to rebuild
or repair the Prerruses promptly after such damage or destruction, provided that all permits required
for such work have been obtained at the time necessary with rhe Tenant using reasonable diligence
to obtain such permits, and shall proceed with diligence [0 restore it to substantially the condition
in which it was immediately prior to the casualty. This Lease shall remain in full force and effect,
and Tenant shall not be entitled to an abatement of the Rent during any time the Premises or any
portion thereof are unfit for occup3ncy. In the event Tenant is obligated or elects to rebuild the
Premises pursuant to this Paragraph 17, then all insurance proceeds arising out of insurance coverage
required to be carried hereunder shall be paid to Landlord and made available to Tenant to pay for
the cost of such repair, rebuilding or restoration as more panlcularly set fonh in Paragraph 17(A)
hereinabove
C. With the exception of insurance required to be carried by Tenant under
Paragraph 13 of this Lease, any other insurance which may be carried by Landlord or Tenant against
loss or damage to any building or other Improvements on the Prerruses or to propeI1y shall be for the
sole benefit of the party carrying such insurance and under its sole control Landlord shall not be
required to carry insurance of any kind on Tenant's property or the Premises.
18. Condemnation.
A. In the event that the whole of the Prerruses, or so much thereof as to render
the balance unusable to Tenant for the purposes leased hereunder, shall be lawfully condemned or
taken in any manner for'any public or quasi-public use, or conveyed by undlord in Ijeu thereof (a
"Taking"), this Lease and the term hereby granred shall fOI1hwith cease and terminate on the date of
the taking of possession by the condemning authority (the "Date of Taking").
B. In the event of a Taking of a portion of the Premises which does not result
in the termination of this Lease pursuant to Subparagraph (A), above, the Rent shall be abated in
proportion to the part of the Premises so taken, and Tenant shall be obligated to restore the Premises
with the use of any award received by Landlord; provided that in the event any award received by
Landlord is insufficient to pay the costs of restoring the Premises, all such excess restoration costs
shall be paid by Tenant
C. No temporary Tiling of the Premises and/or of Tenant's rights therein or
under this Lease shall terminate this Lease or give Tenant any right 10 abatement of Rent hereunder
MLA95JO/J71248.J
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Any award made 10 Tenant by reason of any such temporary Taking shall belong entirely to Tenant
and Landlord shall not be enritJed [0 share therein.
D. Upon a total Taking as provided in Paragraph 18(A), the Landlord and
Tenant shall each seek its own award in conformity herewith, at its own expense. Tenant may, upon
wrinen notice to Landlord, at Tenant's option and at Tenant's sole cost and expense, protest, appeal
or institute such other proceedings as Tenant may deem appropriate to contest any Taking or the
amount of any separate award granted to Tenant and Landlord, at Tenant's expense, shall cooperate
with Tenant in any such protest, appeal or other proceeding. The foregoing notwithstanding,
however, Tenant may not undertake any action which would operate to reduce the cumulative award
payable to Landlord and Tenant or increase the portion of the Premises subject to any such Taking
in the absence of Tenant's protest or appeal, and Landlord's written consent (which consent shall not
be unreasonably withheld) shall be required for any settlement with respect [0 any Taking which in
any way affects the condemnation of Landlord's Premises.
19. Default The following events shall be deemed to be events of default by Tenant
under this Lease:
A. Tenant shall fail to make any payment of Rent or any other payment required
to be made by Tenant hereunder, as and when due, and such failure shall continue for a period of
fifteen (15) days after receiving written notice of said failure; or
B Tenant shall fail to comply with any term, provislOn or covenant of this
Lease other than a default pursuant to Subparagraph (A) of this Paragraph, and shall not cure such
failure within thirty (30) days of receiving written notice of such failure (or forthwith, if the default
involves a haurdous condition), provided, however, that if the default cannot reasonably be cured
within such 30-day period, including by reason of having to regain possession of the Premises from
a subtenant, Tenant shall not be in default of this Lease if Tenant shall commence to cure the default,
including corrunencing an action to regain possession of the Premises, within said 3D-day period and
diligently continues to .prosecute the cure; or
C The leasehold interest of Tenant shall be levied upon under execution or be
attached by process of law or Tenant shaJl fail to contest dIligently the validity of any lien or claimed
lien and give sufficient security to Landlord 10 insure payment thereof or shall fail to satisfy any
judgment rendered thereon and have the same released, and such default shall contioue for thirty (30)
days after written notice thereof to Tenant; or
D. Tenant shall suffer, cause or permit any Insolvency Event. As used in this
Lease, "Insolvency Event" shall mean, with respect to the Tenant, the occurrence of any of the
following events: (i) the Tenant shall (1) apply for or consent to the appointment of. or the taking
of possession by, a receiver, custodian, trustee or liquidator of it, or of all or a substantial part of its
assets, (2) admit in writing its inability, or be generally unable, to pay its debts as the debts become
due, (3) make a general assignment for the benefit of its creditors, (4) commence a voluntary case
MlA9S 10I171248.!
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under any applicable bankruptcy or sirrular code (as now or hereafter in effect). (5) file a petition
seeking to take advantage of any other law relating to bankruptcy. insolvency. reorganization,
winding-up, or composition or adjustment of debts, (6) fail to controvert In a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an involuntary case under any
applicable bankruptcy or similar code (as now or hereafter in effect), or (7) take any corporate or
other action for the purpose of effecting any of the foregoing; or (ii) a proceeding shall be
commenced, in any court of competent jurisdiction, seeking in respect of Tenant, the liquidation,
reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment
of a trustee, receiver, liquidator or the like, for it or for alJ or any substantia) part of its assets, or
other like relief in respect of it under any Jaw relating [0 bankruptcy, insolvency, reorgalJization,
winding-up, or composition or adjustment of debts, unless such proceeding is contested in good faith
by such entity; and, jf the proceeding is being contested in good faith, the same shall continue
undismissed, or unstayed and in effect, for any period of ninety (90) consecutive days, or an order
for relief shall be entered in any involuntary case under any applicable bankruptcy or other similar
code (as now or hereafter in effect); provided, however, that Tenant's merger, consolidation or
assignment of its asSets with or to an entity majority owned and controlled by Tenant or Guarantor,
with or without the assignment of this Lease, shall not be deemed an event of default hereunder,
provided Tenant, Guarantor and such assignee comply with the provisions of Paragraph 8 hereof;
or
E. Any of Tenant's representations or warranties in this Lease proves to be
untrue when made in any material respect and such adversely affects the Landlord; or
F. Failure by the Tenant to observe or perform any other term or obligation of
this Lease and continuation of such fajlure for a period of thirty (30) days (or shorter time if required
to proteclthe health, safety or welfare of any guests, invitees or occupants of the Premises) after
receipt by the Tenant of notice from the Landlord thereof, unless such failure cannot be cured within
such period, in which case it will not be an event of default if the Tenant commences appropriate
action to cure such failure within said thirty (30) day period and acts with diligence to complete the
curing thereof within such time 3S is necessary not to exceed ninety (90) days.
20. Remedies
A. If an event of default shall have occurred and be continuing, subject to the
rights of Landlord as set forth below, the Landlord, at its option upon no less than fifteen (15) days
prior written notice, may elect to: (i) reenter (as used in the broadest sense and not restricted to its
technical legal meilning) the Premises and remove all persons and property therefrom, either by
summary proceedings or by suitable action or proceeding at law or otherwise provided herein and
may have, hold and enjoy the Premises; and/or (ii) terminate this Lease or terminate Tenant's right
of possession without terminating the Lease and Tenant shall thereupon quit and peacefully surrender
the Premises to Landlord, without any payment therefor by Landlord, and Landlord may reenter the
Premises as provided in subparagraph (i) above. The foregoing notwithstanding, the Landlord may
reenter immediately (as used in the broadest sense and not restricted to its technical legal meaning)
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and without notice to Tenant and may assume such management of the operations of the Premises
and the facilIties located thereon as the L.andJord in its sole discretion deems appropriate.
B. Damages. In the case of Landlord's reentry, termination and/or
dispossession by summary proceedings or otherwise as provided in Subparagraph (A) of this
Paragraph, neither of such actions shall relieve Tenant of its liability and obligations hereunder, all
of which shall survive any such reentry. termination and/or dispossession by summary proceedings
or otherwise. At the Landlord's option, the Tenant shall forthwith pay to Landlord all Rent due and
payable with respect to the Premises up to and including the dale of such termination and generally
make the Landlord whole as to any deficiency which the Landlord may suffer by reason of reJetting
(or failure (0 relet) the Premises or Tenant shall forthwith pay to Landlord, at Landlord's option, as
and for liquidated and agreed upon damages (which is not intended as a penalty) for Tenant's default,
either:
( I) the sum of:
(i) the worth at the time of awad of the unpaid Ren! which had been
earned at the time of tennination, and
(ii) any other amount necessary to compensate Landlord for all the
expenses incurred by Landlord in connection with reletting the Premises including, but not limited
to, reasonable attorneys' fees, brokerage commissions and expenses incurred in altering, repairing
and putting the Premises in good order and condition and in preparing the Premises for reletting: or
(2) without tenninalion of Tenant's right to possession of the Premises, each
installment of Rent and other SUCT15 payable by Tenant to Landlord under the Lease as the same
becomes due and payable, which Rent and other sums shall be subject to the Default Interest Rate
(as hereinafter defined) from the date when due until paid, and Landlord may enforce, by action or
otherwise, any other term or covenant of this Lease.
The various rights and'remedies herein granted to Landlord under this Lease, including without
limitation, Paragraph 20, shall be cumulative and in addition to any other rights to which Landlord
may be entitled by law or in equity. The exercise of one or more rights or remedies shall not impair
Landlord's right to exercise any other right or remedy. To the fullest extent permitted by law, the
proceeds of any reletling shall be applied as follows: first, to pay to Landlord the ~ost and expense
of such relelting (including without limitation, cost and expenses of retaking or repossessing the
Premises, removing persons and property therefrom, securing new ten3J1ts, reasonable attorneys' fees
and cos-~s and if, Landlord shall maintain and operate the Premises, the cost thereof); second, to the
payment of any indebtedness, other than rent due hereunder, from Tenant to Landlord; third, to the
payment of rent due and unpaid hereunder; and fm1..r1h, the residue, if any, to be held by Landlord and
applied in payment of other or future obligations of Tenant to Landlord as the same may become due
and payable, and Tenant shall not be entllled to receive any portion of such residue. EXCEPT AS
OTHERW1SE EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL TENANT EVER BE
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LIABLE TO LANDLORD FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
LOST PROFITS. LOST REVENUES, LOSS OF USE, OR PUNITIVE DAMAGES SUFFERED
BY LANDLORD FROM WHATEVER CAUSE, EVEN IF THE TENANT HAS BEEN ADV1SED
OF THE POSSIBILITY OF SUCH DAMAGES.
C. Landlord's Ri~ht to Cure Tenant's Default. If Tenant shall fail to make any
payment or to perform any act required to be made or performed under this Lease, and to cure the
same within the relevant lime periods provided in this Paragraph 20, Landlord, after thirty (30) days
notice to and demand upon Tenant, and without waiving or releasing any obligation or default, may
(but shall be under no obligation to) at any time thereafter make such payment or perform such act
for the account and the expense of Tenant, and may, to the extent permitted by Jaw, enter upon the
Premises for such purpose and take aJI such action thereon as, in Landlord's opinion, may be
necessary or appropriate therefor; provided that, should Landlord reasonably determine that the
giving of such notice would risk loss to the Premises or cause damage to Landlord, then Landlord
shaJl give such wrinen notice as is practicaJ under the circumstances. No such entry shall be deemed
an eviction of Tenant or termination of this Lease. All sums so paid by Landlord and all costs and
expenses (Including. without limitation. reasonable attorneys' fees and cosls (whether incurred at any
investigative, administrative, trial or appellate level, in each case, to the extent permitted by law) so
incurred, together with a late charge (to the extent permitted by law) at the Default Interest Rate from
the date on which such sums or expenses are paid or incurred by Landlord, shall be paid by Tenant
to Landlord on demand. The obligations of the Tenant and the rights of the Landlord contained in
this Paragraph shall survive the expiration or earlier termination of this Lease.
D. Defaults Bv Landlord. If Landlord should be in default in the perfonnance
of any of its obligations under this Lease, which default continues for a period of more than thiny
(30) days after receipt of written notice from Tenant specifying such default, or if such default is of
a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably
necessary to cure (and Landlord has not undertaken procedures to cure the default within such thirty
(30) day period and diligently pursued such efforts to complete such cure), Tenant may, upon written
notice to Landlord, (a) incur any expense necessary to perform the obligation of Landlord specified
in such notice and Land'lord shall promptly reimburse Tenant for such expense, provided no such
expense may be deducted from the Rent or other charges due 10 Landlord pursuant to this Lease, it
being understood by Tenant that all Rent and other charges due to Landlord pursuant to this Lease
shall be paid to Landlord without notice, offset, deduction or set-off whatsoever, or (b) if such
default materially affecls Tenant's ability to use the Premises as it exists on the Convnencement Date
and Tenant is unabIe to cure such default after using diligent effort, Tenant may terminate this Lease.
E. No Waiver. No waiver by Landlord of any violation or breach of any of the
terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver
of any other or later violation or breach of the same or any other of the terms, provisions, and
coven ants herein contained. Delay by Landlord in enforcement of one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to constitute a waiver of
such default. The acceprance of any Rent hereunder by Landlord following the occurrence of any
M1A95101171248.1
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default, wherher or not known to Landlord, shall not be deemed a W3l\'er of any such def;1Ult, except
only a default in the payment of the Rent so accepted but only to the extent of the portion of the Rent
actually received by Landlord. To the extent permined by law, no waiver of any breach shall affect
or alter this Lease, which shalJ continue in full force and effect with respect to any other then existing
or subsequent breach.
21. Interest on Past-Due Obli2ations. Except as expressly provided herein, any
amount due to Landlord which is not paid when due shall bear interest at the rate announced from
time to time by Chase Manhattan Bank, N.A., or its successors or assigns as its prime rate plus two
percentage points (the "Default Interest Rate"), but in no event greater than the maximum amount
permitted to be contracted for under applicable law The: parties hereby agree that such a Default
Interest Rate represents a fair and reasonable estimate of the costs undJord wj]] incur by reason of
late payment by Tenant. Payment of such interest by Tenant and acceptance thereof by Landlord
shall not ex.cuse or cure or constitute a waiver of any default by Tenant under this Lease, nor prevent
Landlord from exercising any other rights and remedies granted hereunder.
22 fIoldine Over. Tenant shall pay Landlord for each day Tenant retains possession
of the Premises or part thereof after termination hereof by lapse of time or otherwise the Rent
prorated on a monthly basis. If Landlord gives notice to Tenant of Landlord's election thereof, such
holding over shall constitute renewal of this Lease [or a period of time from month-to-month at Two
Hundred Percent (200%) of the Base Rent, but if the Landlord does not so elect, acceptance by
Landlord of rent after such termination shall not constitute a renewal. This provision shall not be
deemed to waive Landlord's right of reentry or any other right hereunder or at Jaw.
23. Coyenant of Tille and Quiet Enjovment.
A. Landlord represents and warrants that (i) it is the fee simple owner and
record title holder of the Premises, subject to Regulations and Permitted Encumbrances (ii) Landlord
has not received any written notice of any eminent domain or similar proceeding which would affect
the Premises, (iii) Land!ord has the full right, power and authority to execute this Lease, (iv) except
Regulations and Permitted Encumbrances, no restrictive covenant, easement, lease or other written
agreement restricts, prohibits or otherwise affects Tenant's rights set forth in this Lease, including,
wjthout limitation, parking rights, rights to signage, construction, or ingress and egress to and from
the Premises, and (v) Tenant or any permitted assignee or sublessee of Tenant, upon the payment of
the Rent and all other monies required to be paid hereunder and performance pf the covenants
hereunder, may peaceably and quietly have, hold and enjoy the Premises during the Tenn.
B. Additionally, Landlord shall take no action regarding the Premises that will
interfere with Tenant's intended use of the Premises, parking, signage, or ingress or egress to the
Premises.
24. Estoppel Certificate. Within ten (10) days following any written request which
either pa.I1y may make from time to-time (the "Requesting Party"), the other party (the "Responding
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Party") snaJJ execute and deliver to the Requesting Party or its mongagee or prospective mongagee
or purchaser, a sworn statement cerlifying: (a) the Commencement Date, (b) (he fact that this Lease
is unmodified and in full force and effect (or, if there have been modifications hereto, that this Lease
is in full force and effect, as modIfied, and stating the date and nature of such modificetions), (c) the
date to which the Rent and other sums payable under this Lease have been paid, (d) the fact that there
are no current defaults under this Lease by either Landlord or Tenant except as specified in the
Responding Party's statement, and (e) such other matters reasonably requested by the Requesting
Party. Landlord and Tenant intend that any statement delivered pursuant to this Paragraph may be
relied upon by any mOr1gagee, beneficiary, or purchaser of the Premises or any interest therein or the
leasehold interest created by this Lease. If, in connection with obtaining financing or refinancing
for the Premises, or any ponion thereof or the leasehold interest created by this Lease, a bank,
insurance or other institutional lender shall request reasonable modifications to this Lease (such
modIfications shall however not include any financial obligations or benefits of either par1y hereto)
or require either party to give notice of any defaults by the other party to such lender and/or permit
such lender to cure the defaults within the reasonable time frames, then in such event, Tenant and
Landlord agree to execute and deliver such modification.
25. Ri2ht to Inspect. Landlord, its employees and agents shall have the right to enter
the Premises at all reasonable times and in emergency situations for the purposes of examining or
inspecting the same, showing the same [0 prospective purchasers, mOrlgagees, or tenants,
performing cleaning and maintenance, and making such alterations, repairs, improvements or
additions to the Premises which may be, in Landlord's discretion, necessary or desirable or to cure
Tenant's default; provided, however, that Landlord provides Tenant with notice, if such notice is
practical. and if such entry is not required in the event of an emergency. U representatives of Tenant
shall not be present to open and perrrjt entry into the Premises at any time when such entry by
Landlord is necess3.l)' or permitted hereunder, Landlord, its employees and agents may enter by
means of a master key (or forcibly in the event of any emergency), without liability of Landlord to
Tenant and without such entl)' constituting any eviction of Tenant or termination of this Lease.
Landlord shall be under no obligation to enter upon the Premises. or portions thereof, and cure any
defaults of the Tenant
26 Surrender of Premises. Tenant shall, upon the expiration or prior termination of
the term of this Lease, surrender to Landlord the Premises in the condition In which the Premises
were at the Commencement Date, ordinary wear and tear excepted, together with all repairs, changes,
alterations, fixtures, additions, and improvements thereto. Notwithstanding the for~going, provided
Tenant is not in default hereunder. Tenant shall have the option, in its sole discretion, [0 remove any
or all above-ground automotive lifts and/or waste oil containment equipment installed on the
Premises by Tenant and aU above-ground or underground storage tanks and related piping whether
or not installed by Tenant, provided that Tenant shall restore the Premises from any damages
resulting from such removal, said removal is done in compliance with all applicable Regulations and,
with respect to the properly located in Orange County, Florida, Tenant shall obtain Landlord's
written consent prior to any such removal. Tenant shall indemnify Landlord against any loss or
liability resu]tlr1g from delay by Tenant in so surrendering the Premises, including v,'ithou[ limitation
MlA9510/1712~81
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any claims made by any succeeding tenant founded on such delay, No surrender to Landlord of this
Lease or of the Premises or any part thereof, or of any interest thercm, shall be valid or effectIve
unless agreed to and accepted in writing by Landlord, and no act by Landlord or any representative
or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an
acceptance of any such surrender.
27. Conveyance by Landlord. If Landlord or any successor owner of the Premises,
or portion thereof. shall convey the Premises or portions thereof, in accordance with the terms hereof
other than as security for a debt, and the grantee or transferee of the Premises. or portions thereof,
shall expressly assume all obligations of Landlord hereunder arising or accruing from anQ. after the
date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall
thereupon be released from all future liabilities and obligations of Landlord under this Lease arising
or accruing from and after the date of such conveyance or other transfer as to the Premises, or
portions thereof, and all such future liabilities and obligations shall thereupon be binding upon the
new owner, subject to the terms and conditions hereof. Such conveyance shall not relieve Landlord
of any obligations or liabilities arising prior to the date of such conveyance.
28. Notices All notices and demands which mayor are required to be given by either
party to the other hereunder shall be in writing. All notices and demands by the Landlord to the
Tenant shall be personally delivered or sent by United States certified mail, postage prepaid, or by
prepaid express mail or overnight courier addressed to Tenant's attention:
(i) if to Tenant, to;
Value Rent-A-Car, lnc.
c/o Republic l.ndustries, Inc.
450 East Las Olas Blvd.
Ft. Lauderdale, FL 3330 I
Ann: James O. Cole, Esq., General Counsel
Facsimile: 954-713-2120
with a copy to:
AKERMAN, SENTERFTIT & EIDSON, PA.
One Southeast Third Avenue, 28th Floor
Miami, FL 33131-1704
Attn: Jonathan L. Awner, Esq.
Facsimile: (305) 374-5095
or such other person or to such other place as Tenant may from time to time designate in a notice to
Landlord. All notices and demands to Landlord shall be personally delivered or sent by United
States certified mail. postage prepaid, or by prepaid express mail or overnight courier addressed to
Landlord at 6400 Katella A venue, Cypress, California 90630-5208, Attention: Corporate Real Estate
MlA9510"712~gl
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Department, with a copy to the Legal Department atlhe same address, except that Landlord may
from time to time designate OJ new address by wriuen nOlice 10 Tenanl NOlices and demands
delivered personally shall be deemed given on the date of delIvery; notices and demands delivered
by mail shall be deemed given three (3) days after deposit in [he United States mail; and notices and
demands delivered by express mail or overnight courier shall be deemed given on the date of
delivery or if signature is refused one (1) day after deposit.
29. Defined Tenns and Headine~. The paragraph headings herein are for convenience
of reference and shall in no way define, increase. limJt, or describe the scope or intent of any
provision of this Lease. The term "Landlord" in these presents shall include Landlord, its successors,
and assigns. Any indemnifIcation of, insurance of, or option granted to lAndlord shall also benefit,
include or be exercisable by Landlord's trustee, beneficiary, agents and employees, as the case may
be. The term 'Tenant" shall include Tenant and its successors and assigns, subject to any limitation
on assignment provided in this Lease. Tenant agrees to fumish promptly upon demand a corporate
resolution, proof of due authorization by partners, or other appropriate documentation evidencing
the due authorization of Tenant to enter into this Lease
I
30. Enforce~bilitv. If for any reason whatsoever;my of the provisions hereof shall be
unenforceable or ineffectIve, all of the other provisions shall be and remain in full force and effecl.
3] . Commissions. Tenant represents and warrants that neither Tenant nor any of its
representatives, employees or agents has dealt or consulted with any reaJ estate broker in connection
with this Lease (including the right of first refusal provided herein), and Tenant hereby agrees to
indemnify and hold Landlord harmless against any claim or demand made by any real estate broker
or agent claiming to have dealt or consulted wit.h Landlord or its representatives, employees or agents
contrary to the foregoing representation and warranty. Landlord represents and warrants that neither
Landlord nor any of its representatives, employees or agents has dealt or consulted with any real
estate broker in connection with this Lease (including the right of first refusal provided herein). and
Landlord hereby agrees to indemnify and hold Tenant harmless against any claim or demand made
by any real estate broker or agent claiming to have dealt or consulted with Landlord or its
representatives, employees or 3gents contrary to the foregoing representation and warranty.
32. Attorneys' Fees. In the event that any actIon or proceeding is brought to enforce
any term, covenant or condition of this Lease on the part of Landlord or Tenant, the prevailing pany
in such litigation shall be entitled to reasonable attorneys' fees and costs incurred ,(whether at trial
or any appellate level) to be fixed by the court in such action or proceeding.
33. Time and Applicable Law. Time is of the essence of this Lease and aJl of its
provisions. This Lease shall in all respects be governed by the laws of the State of Florida applicable
to contracts to be performed in that State, without regard to conflicts of Jaw principles thereunder.
34. Successors and Assiens Subject 10 the' restrictions against transfer, subletting or
assignment (whether by operation of law or otherwise) as herein contained. the provisions of lhis
'vlLA'i510/i7IZQI
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Lease shall inure to the benefIt of and 5.ha1\ be binding upon the ass1gns and 5.1Jccessors in interes.t
of each of the parties hereto and all persons claiming by. through or under them
35. Entire A~reement. This Lease, together with its exhibits, contains all agreements
of the parties hereto with respect to the subject matter hereof and supersedes any previous
negotiations or commitments. There have been no representations made by the Landlord or
understandings made between the parties regarding the leasing of the Premises by Tenant other than
those set forth in this Lease and its exhibits. Each of the paJlies is willing to and does hereby assume
joint responsibility for the form and composition of each and all of the contents of this Lease, and
they ful1her agree that this instrument shall be interpreted as though each of the parties participated
equally in the composition of this instrument, and each and ever)' party thereof. ~
36. Recordation. Tenant may not record this Lease or any memorandum hereof
without the prior written consent of Landlord. Contemporaneous with Landlord's execution of this
Lease, Landlord shall execute and deliver to Tenant a recordable Memorandum 'of Lease
substantially in the fonn of Exhibit "C". Tenant shall thereafter execute, acknowledge and, within
\~,irt)' (30) days of iecelpt, record said Memorandum of Lease
37. Exhibits. Attached to this Lease and a part hereof are exhibits and schedules
identified as follows: Exhibit "A" (Legal Description), Exhibit "B II (Rent). Exhibit "e"
(Memorandum of Lease) and Exhibit "D" (Guaranty of Lease) and Schedule 1 (Permitted
Encumbrances) and Schedule lA (Survey).
38. Covenants and Conditions. Each provision of this Lease performable by Tenant
shall be deemed both a covenant and a condition.
39. Surviv~l. Except as otherwise expressly provided herein, all oblJgations,
covenants, warranties and representations shall survive the expiration or prior termination of this
Lease.
40. NQ Joint Venture. The parties intend by this Lease to establish the relationship
of Landlord and Tenant only, and do not intend to create a partnership, joint Venture, joint enterprise
or any business relationship other than that of Landlord and Tenant.
41. Calendar Days and Business Days. All time periods described in this Lease in
terms of days shall mean calendar days unless otherwise proY~ed herein. If any last day for
performance of any act falls upon a day either of the parties is not open for business, such last day
will be the next folJowing business day.
42. Subordination. Nondisturbance and Attornment.
A Tenant shall upon demand execute, acknowledge and deljver to Landlord,
any and all Instruments that may be reasonably necessary to subordinate this Lease and all rights of
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Tenant hereunder to the lien of any mortgage or deed of trust on the Premlses created pursuant to a
new loan or refinancing of an existing loan entered into by Landlord after the date hereof provided
thallhc beneficiary lhereunder executes a nondisturb:.lI1cc :Jgreement in recordable form and in fonn
and substance acceptable to Tenant and any mortgagee whereby the beneficiary agrees (a) that in the
event it should become necessary to foreclose said deed of trust it will cause the sale of the Premises
to be made subject to this Lease, including without limitation, the provisions for the right of first
refusal (provided that the Tenant is not in default past any applicable notice and grace period under
this Lease at the time of such foreclosure), and (b) in the event of condemnation or damage by fire,
casualty or other causes as covered by fire and extended coverage insurance, the condemnation
award or proceeds of such insurance shall be used for reconstruction or othef\llise disb_ursed as
provided in this Lease notwithstandwg any provision in L1e mortgage or deed of trust to the contrary.
B. Subject to the terms and provisions of this Lease, Tenant shall have the right
to hypothecate, mortgage, place a deed-of-trust against, collaterally assign, or otherwise create a lien
on the rights of Tenant under this Lease as security for payment of any indebtedness of Tenant
incurred in connection with a loan, revolving credit facility or other financing, provided such
financing is in favor of an institutional lender approved by Landlord, which 2pprovaJ shall nCl be
unreasonably withheld or delayed. Subject to Landlord's approval rights as set forth herein, and
provided no default exists under this Lease, Landlord agrees to recognize the rights of any party
holding an encumbrance on Tenant's interest under this Lease and further agrees to accept any such
party or its assignee, transferee or a holder of this Lease as a result of a foreclosure or assignment
in lieu of foreclosure as the Tenant under this Lease.
43. No Mer2er of Title. There shall be no merger of the leasehold estate created by
this Lease with the fee estate in the Premises by reason of the fact that the same person may own or
;lulJ (0.) the leasehold estate created by this Lease or any interest in such leasehold estate, and (b) the
fee estate in the Premises or any interest in such fee estate; and no such merger shall occur unless
and until all persons. including any mortgagee, having any interest in (i) the leasehold estate created
by this Lease, and (ii) the fee estate in the Premises shall join in a written instrument effecting such
merger and shall duly record the same. Likewise, no merger of the leasehold estate created hereby
and the interest of the holder of a mortgage thereon shall occur unless and until all persons, including
any mortgagee having an interest in such leasehold estate and such mortgage shaJI join in a written
instrument effecting such merger and shall duly record the same.
44. Advice of Counsel. In negotiating, .cxeculing, and carrying out the provisions of
this Lease, the parties hereto: (a) have. at all limes. acted freely and voluntarily ~nd of their own
accord, and without duress or coercion of any kind, and without misapprehension as [0 the effect of
this Lease, and (b) and e4ch of them have received independent legal advice from attorneys of their
own choice with respect to the advisability of ex.ecuting this Lease; and prior to the execution of this
Lease. each of their respective attorneys have reviewed this Lease and aJl such other related
documents as said attorneys determined 10 be necessary or desirable, and have made all desired
changes to this Lease, and said attorneys have had a full and faIr opportunity to investigate and
/ollA~51011712.l8 I
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evaJuate aJ] transactions, documents, facts, circumstances and claims out of which this Lease or any
related document has arisen prior to entering Into the same.
45. Counterparts. This Lease may be executed in any number of counterparts, each
of which shall be an original, but all of which shall constitute one and the same instrument. The
parties hereto have executed this Lease as of the date first above written.
46. ~. Tenant shall be allowed to erect and maintain sign age on the Premises so
long as same complies with all Regulations.
47. Further Assur:loces. Each party agrees te promptly perform any and all further
acts and to execute, acknowledge and deliver any and all documents, information and other data
which may be re3.Sonably necessary to carry out the provisions of this Lease.
48. Amendment. This Lease or any provision hereof may be amended, changed,
waived, dlsch3rged or termin:Jted only by an instrument in writing signed by both parties to this
Lease, subject, however, to Landlord's or Tenant\ ngh(s LV termjnat~ this Lease as expressl)'
provided hereln.
49. Severability. In the evenf any of the provisions or ponions of this Lease are held
to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability
of the remaining provisions, or portions thereof. shall not be affected thereby.
so. Neuter. The words "Landlord" and "Tenant", wherever used herein, shali be
applicable to one or more persons or entities, as the case may be and as the context may require; the
singular shall mclude the plural; the neuter shall include the masculine and feminine; and if there be
more than one obliger, the obligations thereof shall be joint and several. The word "person"
wherever used herein shall include individuals, firms, associations, partnerships and corporations.
Whenever in this Lease any words denoting undertaking, covenant or duty are used, such words shaJl
have the same force and effect as though made in the fonn of conditions.
51. Landlord's Lien.... Landlord hereby waives any contr3ctual, statutory or other
Landlord's lien on Tenant's furniture, fixtures, supplies, equipment, inventory and rental fleet.
52. Tenant's Recovery. Landlord acknowledges and agrees that its I~ability under this
Lease is not limited to its equity in the Premises. Notwithstanding the foregoing, if this Lease is
assigned, transferred or sublet to an entity that is not majority-owned and controlled by Tenant or
Guarantor, Tenant and any such assignee, transferee and sublessee shall look solely to Landlord's
equity in the Premises for recovery of any judgment from Landlord, it being specifically agreed that
Landlord's liability hereunder shall be limited to such equity and no assets of Landlord (other than
Landlord's equity interest in the Premises) shall be the subject of any effort to recover any judgment
against Landlord. Tenant hereby agrees that no constituent shareholder, officer, director, employee,
agent or independent contractor of Landlord shall ever be personally liable for any such judgment
MlA9510/1712'8-1
29
or for the payment of any monetary obligation to Tenant. The proviSion contained in the foregoing
senlence is nOl intended to, and shall nOl, Imut an)' right lhJl Tenan( might olherwise have 10 obtain
injunclive relief againsl Landlord or Landlord's successors in interest, or any action nOt involving
the personal liability of Landlord (original or successor). FURTHERMORE, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN. IN NO EVENT SHALL LANDLORD
(ORlGINAL OR SUCCESSOR) EVER BE LIABLE TO TENANT FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROmS, LOST REVENUES, LOSS OF
USE, OR PUNITIVE DAMAGES SUFFERED BY TEN ANT FROM \VHA TEVER CA USE, EVEN
IF THE LANDLORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
53. Time of Essence. Time is of the essence with respect to the performance of aJl
obligations to be performed or observed by the par1ies under this Lease.
54. WAIVER OF JURY TRIAL. IT 15 MUTUALLY AGREED BY AND
BEDVEEN LANDLORD AND TEN t\NT THA T THE RESPECTIVE PARTIES HERETO SHALL
AND THEY HEREBY DO W ArvE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTlES HERETO AGAINST THE
OTHER ON ANY MATTERS ARISING OUT OF OR IN A..~Y WAY CONNECTED WITH TIllS
LEASE, THE RELATIONSHrP OF LANDLORD AND TENANT, AND TENANT'S USE OR
OCCUPANCY OF THE PREMISES.
55. Guaranty of Lease. Upon execution of this Lease, Republic Industries, Inc., a
Delaware corporation (the "Guarantor") shall execute and deliver to Landlord a Guaranty (the
"Guaranty") in form and substance as appears on Exhibit "0" auached hereto and made a part
hereof.
56. Radon Gas Disclosure. Radon is a naturally occurring radioactive gas that when
it has accumulated in a building in sufficient quantities may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida Additional information regJrding radon and radon testing may be obtained
from the county public health unit. The foregoing disclosure is provided to comply with any and all
regulatIons, laws, statute and ordinances which may affect the Premises.
57. Triple Net Lease. This is a triple net lease and except as specifically set forth in
this Lease, Landlord shall not be required to provide, or pay for any services or do any act or thing
with respect to the Premises or the appurtenances thereto, and the Rent and all other'monies required
to be paid by Tenant pursuant to this Lease shall be paid to Landlord without any claim on the part
of Tenant for diminution, setoff, or abatement whatsoever, and nothing shall suspend, abate or
reduce any Rent to be paid under this Lease.
58. Riehl of First Refusal. If during the Teon of this Lease Landlord shall have
received a bona fide ann's length offer to sell the Premises which IS acceptable to Landlord in its sole
and absolute discretion (the "Offer") from any third par1y (the "Transferee"), Landlord shall send a
~1~95JOIl712~g..1
30
S~B
notice (herein referred to as the "Transfer Notice") to Tenant. The Transfer Notice shall contain a
copy o{the Offer (excluding. at undlord's option, the name of the Transferee), and sn3JJ state the
desire of Landlord to sell the Premises On such tenns and conditions set forth in the Offer. Provided
Tenant is not in default under this Lease and Tenant exercises its right as provided herein, Tenant
shall have the right to purchase the Premises at the price and upon the terms and conditions specified
in the Offer.
If Tenant desires to exercise its right of first refusal set forth herein, it shall give written
notice (the "Counter Notice") to that effecllO Landlord within fifteen (15) calendar days after receipt
of the Transfer Notice. Such Counter Notice shall be accompanied by a cashier's check in the
amount of the down payment set forth in the Offer (but not, in any event, in excess of 10% of the
purchase price) made payable to the title company or other escrowee set forth in the Offer (the "Title
Company"), together WIth a letter acknowledging Tenant's agreement to be bound by the terms and
conditions of the Offer. Such Counter Notice shall set forth a date not later than sixry (60) days from
the receipt of the Transfer Notice on which the closing shall be held at the office of the Title
Company or such other closing agent designated by Landlord. The Tenant's failure to deliver a
timely Counter Notice (or nc,:iCC of its jefusal to purchase) shall be deemt:d a waiver of its right to
purchase the Premises pursuant to the Offer, but shall not be deemed a waiver of its option to
purchase the Premises pursuant to any modification to the Offer or any future offers. In the event
Tenant fails to timely deliver a Counrer Notice, Tenant shall. upon request of Landlord, execute and
deliver to Landlord such documents as Landlord shall require in order to confirm Tenant's waiver
of its right to purchase the Premises pursuant to the Offer, but any purchaser of the Premises shall
take title subject to the rights of the Tenant pursuant to this Lease, including the right of first refusal
set forth herein. Notwithstanding anything contained herein to the contrary, Tenant's rights pursuant
10 this paragraph shaJJ terminate upon the termination of this Lease for any reason whatsoever.
MIA9510/171248I
3 I
"--,-
S. R R'o.
. B ~
The parties hereto have executed this Lease as of the date first above Written.
"TENANT"
Signed. sealed and delivered in
the presence of:
MlA95101J 712481
VALUE RENT-A-CAR, INC.. a Florida
:Oy~oralion $f2J
Antj0n'y R. D'Alto, Executive Vice
President and Chief Operating Officer
"LANDLORD"
MITSUBISHI MOTOR SALE OF A~[ERICA,
:~7$I;on
Richard D. Recchia, Executive Vice
President and Chief Operating Officer
32
S- a 0..
.' ~ u
EXInBIT "Att
LEGAL DESCRIPTION
Parcel 7 - Dade County, Florida:
All of Parcell, less the North 150 feet, as measured along the East line thereof, and less the South
499.145 feet as measured along the East line thereof, as measured along the East line thereof, of the
Replat of Tract "A", SUNNY ISLES SHORES SECTION "A", according to the Plat tht-reaf, as
recorded in Plat Book 64, at Page 74, afthc Public Records of Dade County, Florida.
Tax Folio No. 30-2211-005-0016
EXHIBIT "A"
Page 1 of 1
S~B
EXmBJT "B"
BASE RENT
I. The Base Rent shall be paid in monthly installments as set forth herein, without
notice, offset, deduction or set-off in such currency of the United States as at the time shall be legal
tender for the payment of public and private debts, at such place as Landlord may designate from
time to time. If the term of this Lease commences or ends on a date other than the Erst day of the
month, the instalLment for any partial month shall be prorated on the basis of thirty (30r calendar
days per month.
2. The Base Rent for the Term of this Lease shall be as follows:
Lease Year
Annual Base Rent Monthly Base Rent
$ 40,728.00 $ 3,394.00
$ 91,62000 $ 7,635.00
$ 111,984.00 $ 9,332.00
$ 122,] 60.00 $ ] 0,180.00
$ 122,] 60.00 $ ] 0, 180.00
$ 122,]60.00 $ 10,180.00
I
2
3
4
5
6 through 20.
· (subject to adjustment as provided below at the
beginning of the sixth, eleventh and sixteenth years of
the Term)
The Base Rent for years six (6) through ten (10) of the Term shall be adjusted as of the first day of
the sixth (6th) year of the Term by using the Consumer Price Index -- All Urban Consumers (CPI
- U.S. City Average All Items; base year 1982-84 =100) (the "Index"), as published by the United
States Department of Labor, Bureau of Labor Statistics for the month during which the
Commez:cement Date occurred or, if the Index is not published for such month then the Index
published for the month closest, but prior to, the Commencement Date (hereinafter, the "Base
index"). The Base Rent for years six (6) through,ten (10) of the Term shall be determined by
multiplying the Base Rent payable during the fifth (5th) year of the Term by a fraction, the
numerator ofwhicb is the Index published for the tenth (lOth) month of such fifth year of the Term
(or if the Index is not published for such month then the Index published for the month closest to,
but prior to, such tenth (lOth) month) (the liT en Year Index"), and the denominator of which is the
Base Index. In no event shall the Base Rent for years six (6) through ten (10) of the Term be less
than the Base Rent in effect during the last month of the fifth (5th) year of the Term.
EXHIBIT "B"
Page 1 of2
S~B
I JJC: L..)~C: l'..CJll JUT years eleven \.1 J) lIlIuugn Ilneen t 1)) 01 the J erm shaH be adjusted as ot the first
day of the eleventh (II th) year of the Term. The Base Rent for years eleven (I I) tbough flfteen (J 5)
of the Term shall be determined by multiplying the Base Rent payable during the tenth (1 Dth) year
of the Term by a fraction, the numerator of which is the Index published for the ten (J Oth) month of
such tenth (lOth) year oflhe Term (or if the Index is not published for such month then the Index
published for the month closest to, but prior to. such tenth (J Oth) month) (the "Fifteen Year Index "),
and the denominator of which is the Ten Year Index. In no event shall the Base Rent for years
eleven (11) through fifteen (15) of the Term be less than the Base Rent in effect during the last
month of the tenth (10th) year of the Tenn.
The Base Rent for years sixteen () 6) through twenty (20) of the Term shall be adjusted as of the ftrst
day of the siXleenth (] 6th) year of the Term. The Base Rent for years sixteen (16) through twenty
(20) of the Term shall be determined by multiplying the Base Rent payable during the fifteenth (15)
year of the Term by a fraction, the nwnerator of which is the Index published for the tenth (10th)
month of such fifteenth (15th) year of the Term (or if the Index is not published for such month then
the Index published for the month closest to, but prior to, such tenth (10th) month) and the
denominator of which is the Fifteen Year Index. In no event shall the Base Rent for years sixteen
(16) through twenty (20) of the Term be less than the Base Rent in effect during the last month of
the fifteenth (l5th) year of the term.
Should the Bureau of Labor Statistics discontinue the publication of the Index, or publish the same
less frequently, Landlord and Tenant shall mutually agree upon and adopt a substitute index or
procedure which reasonably reflects and monitors conswner prices.
EXHIBIT "B"
Page 2 of2
S~B
EXHIBIT "C"
This Instrument Prepared by:
Jorge Diaz-Silveira, P.A.
Steel Hector & Davis LLP
4000 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131-2398
SPACE ABOVE TIllS LINE FOR
RECORDER'S USE
MEMORANDUM OF LEASE
nus is a Memorandum of Lease by and between Mitsubishi Motor Sales of America, Inc.,
a California corporation, hereinafter called Landlord, and Value Rent-A-Car, Inc., a Florida
corporation, hereinafter called Tenant. Landlord has granted Tenant a lease which includes, among
others, the following provisions:
I. Dale of Lease: July 8, 1997
2. Description of leased Premises: See Exhibit "A" attached hereto.
3. Dale of Commencement: July 8, 1997
4. Term: 20 Years.
5. The Lease contains a right of first refusal in favor of the Tenant
6. The Lease contains the following provision will ch, pursuant to' Section 713.10,
Florida Statutes, expressly prohibits liability on the part of the Landlord for liens for
improvements made by Tenant and further provides that Landlord shall not be liable
for any labor, materials or other liens incurred by Tenant, and no such lien shall
attach to the reversionary or other estate or interest of the Landlord in and to the
Premises:
EXHIBIT "e"
Page I of 4
SI,B
Nothing contained in this Lease and no action or inaction by Landlord shall be construed as
(i) constituting the consent or request of Landlord, express or implied, to any contractor,
subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or.
the furnishing of any materials or other property for the construction, alteration, addition, repair or
demolition of or to the Premises, or any part thereof, or (ii) giving Tenant any right, power or
pennission to contract for or pennit the perfonnance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any claim against Landlord
in respect thereof or to make any agreement that may create, or in any way be the basis for, any right,
title, interest, lien, claim or other encumbrance upon the estate of Landlord in the Premises, or any
portion thereof. Landlord shall have the right to give, record and post, as appropriate, notices of
nonresponsibility under any mechanics lien laws now or hereafter existing.
....
The purpose of this Memorandum of Lease is to give record notice of the Lease and of the
rights created thereby, all of which are hereby confirmed.
IN WITNESS WHEREOF the parties have executed this Memorandum of Lease as of the
dates set forth in their respective acknowledgments.
LANDLORD:
Witnesses:
MITSUBISHI MOTOR SALES OF
AMERICA, INC., a California corporation
By:
PRINT NAME:
Richard D. Recchia, Executive Vice
President and Chief Operating Officer
PRINT NAME:
EXHIBIT "C"
Page 2 of 4
---- ._- - - -" ---.-
------~- --y---r--
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.I1...d1.r"1.J'.1. .
Witnesses:
VALUE RENT.A.CAR, INC., a Florida
corporation
By:
PRINT NAME:
Anthony R. D'Alto, Executive Vice
President and Chief Operating Officer
.,;,
PRINT NAME:
ST A TE OF FLORIDA )
)ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of July, 1997 by
, as of Mitsubishi Motor Sales of America, Inc., a
California corporation, on behalf of the corporation. He is personally known to me or has produced
a driver's license as identification.
My Commission Expires:
NOTARY PUBLIC
Prim Name
Commission No.:
[NOT ARlAL SEAL]
EXHIBJT "C"
Page 3 of 4
S'B
_"'~..&.I...J_'" ...__.........~.... )
)55:
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of July, ] 997, by
. as of Value Rent-A-
Car, Inc., a Florida corporation, on behalf of the corporation. He/she is personally known to me or
has produced a driver's license as identification.
My Commission Expires:
NOTARY PUBLIC
-.;.
l"rinl Name
Commission No.:
[NOTARIAL SEAL)
EXHIBIT "C"
Page 4 of 4
SIB
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 7 - Dade County, Florida:
All of Parcel 1, less the North 150 feet, as measured along the Easlline thereof, and less the South
499.145 feet as measured along the East line thereof, as measured along the East line thereof, of the
Replal of Tract "Au, SUNNY ISLES SHORES SECTION "An, according to the Plat thereof, as
recorded in Plat Book 64, at Page 74, of the Public Records of Dade County, Florida.
....
Tax Folio No. 30-2211-005-0016
EXHIBIT "A" TO EXHIBIT "C"
Page 1 of I
SIB
GUARANTY OF LEASE
TH1S GUARANTY OF LEASE is made as of the 8th day of July, 1997, by REPUBLIC
INDUSTRJES, mc., a Delaware corporation, whose address is 450 East Las Olas Blvd., Ft.
Lauderdale, Florida 33301 Attn: James O. Cole, Esq., General Counsel (the "Guarantor") in favor
of MlTSUBISHI MOTOR SALES OF AMERICA, INC., a California corporation ("Landlord"),
whose address is 6400 Katella Avenue, Cypress, California 90630-5208, Attention: Corporate Real
Estate Department, with a copy to the Legal Department at the same address.
WIT N E SSE T H:
WHEREAS, simultaneously with the execution of this Guaranty of Lease, Landlord and
VALUE RENT-A-CAR. INC., a Florida corporation, as Tenant, have entered into that certain Lease
Agreement (the "Lease") regarding that certain property described in Exhibit A attached hereto and
made a part hereof;
WHEREAS, the Guarantor has requested that Landlord enter into the Lease;
WHEREAS, the Guarantor owns, directly or indirectly, all of the issued and outstanding
stock of the Tenant;
WHEREAS, Landlord will not enter into the Lease without the guarantee of the Guarantor
as set forth herein; and
WHEREAS, the Guarantor has agreed to unconditionally guarantee the payment and
performance of all obligations of Tenant under the Lease.
NOW, TIIEREFORE, in consideration of the premises and the sum ofTen Dollars ($10.00)
and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and in 'order to be of material benefit and assistance to Tenant, and in order to induce
the Landlord to execute the Lease, Guarantor hereby covenants and agrees with the Landlord as
follows: .
1. Each and all of the foregoing recitations are true and correc~ and are hereby
incorporated herein by reference and made a part hereof for all purposes.
- 2. All capitalized terms used herein, wlless specifically otherwise defined herein, shall
have the meanings assigned to such terms in the Lease.
EXHIBIT "0"
Page 1 of 7
S\B
3. The Guarantor does hereby Wlconditionally guarant)' the perfonnance of each and
every term, covenant and condition of the Lease and as revised or modified from time 10 tJme, to be
kept and performed by Tenant, including ~ithout limitation, the payment when due of all rentals and
other charges to accrue thereunder.
4. Time shall be deemed of the essence for the payment of all monetary payments
required to be paid by Guarantor pursuant to the terms of this Guaranty. Guarantor shall not be
entitled to any abatement, deduction, deferment, suspension or reduction of, or set-off, defense or
counterclaim against any payments required to be made by Guarantor pursuant to the terms of this
Guaranty. The liability of Guarantor under this Guaranty shal1 remain in effect regardless of any
law, regulation, or decree now or hereafter in effect in any jurisdiction which might in any manner
affect any of such terms or provisions or the rights of Landlord with respect thereto as agaii1st Tenant
and regardless of the validity, regularity or enforceability thereof, or of any defenses or rights of
set-off or counterclaims which Tenant or Guarantor may have or assert against Landlord, or of any
other condition, contingency or circums~ces whatsoever, whether occurring prior to or after the
date hereof, whether known or unknown to Guarantor or Tenant or Landlord, and whether or not any
of the same mayor might vary the risk or affect the rights or remedies of Guarantor.
5. This is a guaranty of payment and performance, and Guarantor waives any right to
require that any action be brought against Tenant or any other person or to require that resort be had
to any security. Landlord may, at its option, proceed against Guarantor in the first instance to collect
any monies the payment of which is guaranteed hereby, or any other person and without first
resorting to any other remedies, at the same or different times, as it may deem advisable; and the
liability of Guarantor hereunder shall be in no way affected or impaired by an acceptance by
Landlord of any security for, or other guarantors upon, the Lease or any other obligation of Tenant
to Landlord, or by any failure, delay, neglect or omission by Landlord to realize upon or protect any
righ!s or remedies it mayor might have had in cOIUlection with the Lease.
6. Guarantor hereby agrees that the Landlord from time to time, before or after any
default by Tenant, with or without further notice to or assent from Guarantor, may, without in any
manner affecting the liability of Guarantor, and upon such terms and conditions as it may deem
advisable: (a) extend in whole or in part (by renewal or otherwise), modify, change or release any
indebtedness, liability or obligation of the Tenant under the Lease or of any other person secondarily
or othery.rise liable for any obligation of the Tenant under the Lease, or waive any default with
respect to the Lease; and (b) settle, adjust or compromise any claim of Landlord against Tenant or
any other person secondarily or otherwise liable for any indebtedness, liability or obligation of
Tenant. The Guarantor hereby consents to and ratifies and confirms any such extension, renewal,
change, release, waiver, surrender, exchange, modification, substitution, settlement, adjustment or
compromise and agrees that the same shall be binding upon Guarantor, and Guarantor hereby
expreSsly waives any and all defenses, counterclaims or offsets which Guarantor might or could
have by reason thereof, it being understood that Guarantor shall at all times be bound by this
Guaranty and remain liable to Landlord hereunder.
EXHIBIT "D"
Page 2 of 7
SIB
,. uuarantor DCn:U)' ....dlVC~: ~a) n01lce 01 acceptance OJ U1lS \Juaranry by Landlord, or
of the creation, renewaJ or accrual of any liability of Tenant, present or future, or of the reliance of
Landlord upon this Guaranty (it being understood that every indebtedness, liability and obligatlon
of Tenant to Landlord under or relating to the Lease shall conclusively be presumed to have been
created, contracted or incurred in reliance upon this Guaranty); (b) demand of payment from any
person indebted in any manner on or for any of the liabilities or obligations hereby guaranteed; (c)
presentation for payment of any instrument of Tenant or any other person, protest thereof and notice
of its dishonor to any party thereto and to Guarantor~ (d) defense of the statute of limitations in any
action hereWlder or for the collection of any indebtedness or the perfonnance of any obligation
hereby guaranteed; (e) any defense arising by virtue of (i) the lack of authority of any party, or
revocation hereof by any other party, or (ii) the failure of Landlord to file or enforce a claim of any
kind; (f) any defense based upon an election of remedies by Landlord which destroys or otherwise
impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against
Tenant for reim bursement, or both; (g) any duty on the part of Landlord to disclose to the Guarantor
any facts which Landlord may now or hereafter know about Tenant, regardless of whether Landlord
has reason to believe that any such facts materially increase the risk beyond that which the Guarantor
intends to assume or has reason to believe that such facts are tmknown to the Guarantor or has a
reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed
that Guarantor is fully responsible for being and keeping informed of the financial condition of the
Tenant and of all circumstances bearing on the risk of non-payment of all obligations hereby
guaranteed; (h) notice of acceleration and intent to accelerate; and (i) unenforceability of the Lease
or any disability of the Tenant, or any cessation from any cause whatsoever of the liability of Tenant,
including, without limitation, (a) any rejection or termination of the Lease under Section 365 of the
U.S. Bankruptcy Code, or (b) any reduction, diminution or limitation upon the discharge of the
liability of Tenant under the Bankruptcy Code.
8. Each reference herein to the Landlord shall be deemed to include its successors and
assigns, in whose favor the provisions of this Guaranty shall also inure. TIlls Guaranty shall, without
further consent of or notice to Guarantor, pass to and may be relied upon and enforced by any
successor or assignee of Landlord.
9. This Guaranty shall be deemed to have been made, executed and delivered in Miami,
Florida. Ths Guaranty shall be governed by and construed in accordance with the laws of the State
of Florida.
10. Guarantor shaD not, by reason of the perfonnance of the terms and provisions of this
Guaranty, succeed to or be subrogated to the rights and privileges of the Landlord against the Tenant
or be deemed to be the successor or assign of the Landlord unless and WltiI each and every
indebtedness, liability and obligation of the Tenant to the Landlord in connection with the Lease
shall nave been fully paid and discharged.
II. No delay on the part of the Landlord in exercising any rights hereunder or failure to
exercise the same shall operate as a waiver of such rights. All of the rights, powers, and remedies
EXHIBIT "0"
Page 3 of7
-.- -----
notVvithstanding whether such rights, powers and remedies arise by vinue of non-payment of any
indebtedness, liability and obligations, or otherwise, shall be cumulative and not alternative; and
such rights powers and remedies shaJJ be in addition to all ofLandJord's rights, powers and remedies
provided by law.
12. The obligations of Guarantor hereunder are primary and independent of the
obligations of Tenant. Landlord is authorized and empowered to proceed against Guarantor without
joining any other party. Guarantor may be sued separately without first or contemporaneously suing
any other party.
13. This Guaranty, wherever the context so requires, the neuter gender includes the
masculine and/or feminine gender, the singular numbers includes the plural, and the plural numbers
include the singular.
14. Guarantor agrees to pay all costs and expenses which may be incurred by the
Landlord its successors and assigns in the collection of this Guaranty or otherwise relating to this
Guaranty, including, but not limited to, reasonable attorneys' fees, whether suit is brought or not, and
if suit is brought, at the trial and all appellate levels.
15. Guarantor acknowledges receipt of good, valuable and sufficient consideration for
its making of this Guaranty and subjects its separate property to this Guaranty and hereby expressly
agrees that recourse may be had against such separate property for all of its obligations hereunder.
The Guarantor does further agree that any and all of such separate property shall be subject to
execution for any judgment or decree on or enforcing this Guaranty by a court of competent
jurisdiction against the Guarantor. Guarantor agrees that any property held by Guarantor as tenants
in common or joint tenants with right of survivorship shall also be subject to enforcement of this
Guaranty, and the undersigned waives any exemption under the constitution and laws of each
jurisdiction where any such separate property or other property is located.
16, Guarantor shall not assert any right to which it may be or become entitled, whether
by subrogation, contribution or otherwise, against the Tenant or against any of its respective
properties, by reason Of the performance by the Guarantor of its obligations under this Guaranty
unless and until each and every indebtedness, liability and obligation of the Tenant to the Landlord
in connection with the Lease shall have been fully paid and discharged.
17. Guarantor hereby represents and wan'ants that this Guaranty con~titutes the legal,
valid and binding obligations of Guarantor, enforceable against it, its successors and assigns in
accordance with its terms.
18. Landlord and Guarantor agree that any litigation, action or dispute in connection with
this Guaranty shall be adjudicated in the courts in the State of Florida, be it in the Circuit Courts of
the State ("Florida State Courts") or in the Federal Courts in Florida ("Florida Federal Courts").
EXHIBIT "D"
Page 4 of7
S! B'
...~ j-'.......,,'-.:> '-IlUU:>C UldllUIWll ,Vie .oIUIIU:.s uLdlC \....,UWI:> dlJU UJC CIUJIU:.s rt:UCldl LUWl:>) i:l..S InCH
desired exclusive forum. Without limiting the generality of the foregoing, each party further agrees
that: (a) it hereby waives and agrees not to assert any and all claims and defenses it has or may have
in the future to the effect that it is not subject 10 personal jurisdiqion in the State of Florida in any
action, suit or proceeding brought in Florida in connection with this Guaranty; and (b) it hereby
submits itself to the personal jwisdiction of the Florida State Courts and the Florida Federal Cowts
for purposes of adjudicating any action, suit or proceeding brought in connection with this Guaranty.
19. This is a continuing Guaranty, is irrevocable, and this Guaranty shall remain in full
force and effect with respect to any obligation of payment or performance under this Guaranty. In
the event that any payment, or any part thereof, of any of the liabilities or obligations relating to the
Lease is rescinded or must otherwise be restored or returned by Landlord upon the insolvency,
bankruptcy or reorganization of Tenant, or otherwise, then this Guaranty shall be reinstated as
though such payment had not been made. Any termination of this Guaranty and Guarantor's
obligations hereunder shall only be effective if in writing and executed by both Landlord and
Guarantor.
20. Guarantor hereby agrees that this instrument contains the entire agreement between
the parties with respect to the subject matter hereof and there is and can be no other oral or v.rrltlen
agreement or understanding whereby the provisions of this instrument have been or can be affected,
varied, waived or modified in any manner unless the same be set forth in writing and signed by the
Landlord, and then such waiver or modification shall be effective only in the specific instance and
for the specific purpose for which given.
21. All references to monies herein, or the equivalent thereof, shall be deemed to mean
lawful monies of the United States of America.
22. Any indebtedness of the Tenant to the Guarantor now or hereafter existing (including,
but not limited, to any rights to subrogation the Guarantor may have as the result of any payment by
the Guarantor under this Guaranty), together \\ith any interest thereon, shall be, and such
indebtedness is hereby subordinated to the prior payment in full of any monies owing from the
Tenant to the Landlord under the Lease. Following the occurrence of an event of default under the
Lease, if the Guarantor ~hould receive any payment, satisfaction or security for any indebtedness of
the Ten~t to the Guarantor, the Guarantor agrees to hold the same in trust for the Landlord for
application on account of, or as security for the indebtedness of the Tenant to the Landlord.
23. In case anyone or more of the provisions of this Guaranty shall bt invalid, illegal,
or unenforceable in any respect, the validity of the remaining provisions shall be in no way affected,
prej udiced, or disturbed there by.
24. If under any applicable law or regulation or the interpretation thereof by any
governmental authority charged with the administration thereof, Guarantor shall be required to make
any withholding or deduction from any payment to be made by Guarantor to Landlord hereunder for
EXHIBIT "D"
Page 5 of7
-. -.--- -~- - -
SIB
(excepting only income taxes of the United States of America and its political subdivisions), the
amount due to Landlord from Guarantor in respect of such payment shall be increased to the extent
necessary to ensure that after making such withholding or deduction, and any withhoJdings or
deductions required to be made in respect of any such increase, Landlord shall receive an amount
equal to the arnoWlt which the Landlord would have received had no such withholding or deduction
been required to be made. In the event of any such withholding or deduction, Guarantor shall deliver
to the Landlord, forthwith after receipt by Guarantor, the official receipt or other official
documentation evidencing the payment of the amount so withheld or deducted.
25. Guarantor represents, warrants and covenants to Landlord that Guarantor is not
subject to any bankruptcy, reorganization or insolvency proceedings, and none are ..pending,
contemplated or threatened.
26. Guarantor agrees that so long as this Guaranty remains outstanding it shall not
transfer, sell, exchange or dispose of any material amount of its assets except for full and fair present
consideration. Guarantor acknowledges that it is fully familiar with the terms, provisions and
conditions of the Lease and that its signature on this Guaranty shall also serve as its consent to and
approval of the terms and provisions of the Lease.
27. Whenever the receipt of monies by Landlord is referred to or required under this
Guaranty, actual receipt of such monies by the Landlord is required and receipt shall not be deemed
to have occurred if Landlord is required to restore or return any monies so received. Nothing
contained in this Guaranty shall impose any obligation on Landlord to take any affirmative action
to collect any sums due under the Lease or any other docwnents executed in connection with the
Lease.
28. Guarantor acknowledges that, but for Landlord's receipt of this Guaranty, Landlord
would otherwise be unwilling to execute the Lease. Guarantor acknowledges that in the event of
Tenant's default under the Lease, Landlord may, in its sole discretion, sue under this Guaranty
without exercising any of its rights and remedies under or with respect to the Lease. Guarantor
hereby expressly waiv~s any defense based upon the doctrine of "election of remedies."
29. THE GUARANTOR AND LANDLORD HEREBY KNOWlNGL Y,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION' WITH THIS GUARANTY OR ANY
AGREEl'vIENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HERE'WITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A
MA TERIAL INDUCEMENT FOR THE LANDLORD ACCEPTING THIS GUARANTY
AND ENTERING INTO THE LEASE.
EXHIBIT "D"
Page 6 of 7
S~B
--_..--_.~-----_.. -
jU. LanOlora may, WILUUUL llVU"... LV '-'........."v., ~~.b.. ,;. --.-.-. --~-:-:-.,--:---
interest in the Lease, and thereby its rights under this Guaranty, in whole or in part, and whether in
connection with any sale Dr transfer of the Premises or otherwise, and no assignment, sale or transf~r
of the Landlord's right, title and interest in the Lease and this Guaranty shall operate to eXlinguish
or diminish the liability of Guarantor hereunder. .
IN WITNESS WHEREOF, Guarantor has duly executed this Lease Guaranty as of the day
and year flrSt above written.
Signed, sealed and delivered
in the presence of:
REPUBLIC INDUSTRlES, INC., a Delaware
corporation. ....
Name:
By:
Name:
Title:
Name:
STATE OF FLORIDA )
) SS:
COUNTYOFBROWARD )
The foregoing instrument was acknowledged before me this _ day of July, 1997, by
, as the , of Republic Industries, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me or has produced
as identification.
Notary Public State of Florida
Print Name:
Commission Expires:
(SEAL)
EXHIBIT "0"
Page 7 of?
----.----- .-- - -_..---- --------"-
SIB'
.l
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 7 - Dade County, Florida:
All of Parcel 1, less the North 150 feet, as measured along the East line thereof, and less the South
499.145 feet as measured along the East line thereof1 as measured along the East line thereof, of
the Replat ofTIact "A", SUNNY ISLES SHORES SECTION "A", according to the Plat thereof,
as recorded in Plat Book 64, at Page 74, of the Public Records of Dade County, Florida.
Tax Folio No. 30-2211-005-0016
....
'-
EXHIBIT "An TO EXIDBIT "D"
Page 1 of 1
~ ii'"":\
;:,10
.,\...nr..u IJ LJ:. I
PERMITTED ENCUMBRANCES
J. Taxes and assessments for the year 1997 and all subsequent years, and anywces and assessments levied or
assessed.
2. All matters shown on survey referenced on Schedule I-A attacbed hereto and made a part hereof and any
other survey matter disclosed by an updated SW'Vey, provided said matter does no( materially adversely affect
Tenant's use ofUle Premises for the car rental business.
3. Zoning ordinances, restrictions, prohibitions, limitations and conditions imposed or required by any governmental body.
authority or agency, if any. -;,.
4. Laws, zoning laws, regulations andlor ordinances affecting the Premises.
5. Any claim that any portion of said Premises 1$ sovereign lands of the state in which the Premises is located,
including submerged, filled or artificially exposed lands and lands accreted to such land.
6. Any other title matter disclosed by an updated title search, provided said matter does nol materially adversely
affect Tenant's use orlhe Premises for the car rental business.
7. Unity of Title recorded in Official Records Book 4223, Page 49, of the Public Records of Dade County,
Florida.
8. Restrictions and easements as shown on Plat recorded in Plat Book 64, Page 74, of the Public Records of
Dade County, Florida.
9. Covenant(s)/Dade County recorded in Official Records Book 16166, Page 2630, of the Public Records of
Dade County, Florida.
"
SCHEDULE I
Page 1 of 1
0_. ___-~-- -
~
SIB
SCHEDULE I-A
SURVEY
Survey prepared by John A. Lindsted~ Base Line Land Surveyors, Inc. dated June] 0, 1997, Job No.1 0305,
(18080 Collins Avenue, Miami, Florida).
-;.
SCHEDULE I-A
Page 1 of 1
SI8
This Instrument Prepared by:
~[f: I 7708nOZ57
Jorge Diaz-Silveira, P.A.
Steel Hector & Davis LLP
4000 First Union Financial Center
200 South Biscayne Boulevard
Miami. Florida 33131-2398
97R30S 149 1997 JUL 10 11:3'
SPACE ABOVE THIS LINE FOR
RECORDER'S USE--
MEMORANDUM OF LEASE
nus is a Memorandwn of Lease by and between Mitsubishi Motor Sales of America, Inc.,
a California corporation, hereinafter called Landlord, and Value Rent-A-Car. Inc., a Florida
corporation, hereinafter called Tenant. Landlord has granted Tenant a lease which includes. among
others, the following provisions:
]. Date of Lease: July 8, 1997
2. Description of leased Premises: See Exhibit If A" attacbed hereto.
3. Date of Commencement: July 8, 1997
4. Term: ~O Years.
5. The Lease contains a right offlrst refusal in favor of the Tenant
6. The Lease contains the following provision which, pursuant to Section 713.10,
Florida Statutes, expressly prohibits liability on the part of the Lan'dlord for liens for
improvements made by Tenant and further provides that Landlord shall not be liable
for any labor, materials or other liens incurred by Tenant, and no such lien shall
attach to the reversionary or other estate or interest of the Landlord in and to the
Premises:
Page 1 of 4
S" i B
" 0
- - -
{I) constItuting the cor.::.~.I( or request Q[ LanOlOrO, express v. .mpllCO, 10 any contractor,
subcontractor, laborer, materialman or vendor to or for the perfonnance of any labor or services Of
the furnishing of any maleriaJs or o~her property for the construction, alteration, addition, repair 9f
demolition of or to the Premises, or any part thereof, or (ii) giving Tenant any right. power or
pemtission to contract for or permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would pennit the making of any claim against Landlord
in respect thereof or to make any agreement that may create. or in any way be the basis for, any right,
title, interest. lien. claim or other encumbrance upon the estate of Landlord in the Premises, or any
portion thereof. Landlord shall have the right to give. record and post, as appropriate. notices of
nonresponsibility under any mechanics lien laws now or hereafter existing.
The purpose of this Memorandum of Lease is to give record notice of the Lease-.PJ1d of the
rights created thereby, all of which are hereby confirmed. .
m WITNESS WHEREOF the p~jes have executed this Memorandum of Lease as of the
dates set forth in their respective acknowledgments.
LANDLORD:
Witnesses:
MITSUBIsm
AMERICA, I
By:
~ 2- ~-
~ ~AME: -<<-"l.- . P;'rJ1
Page 2 of 4
s i s..
Yu
~ ~
f/tP-
tpf
j:> -p d'/pY
~,.. f./"
STATE OF FLORIDA ) -pPP' J:6
)SS: 5 I (3.f !I
COUNTY OF y...9PE ) 'fPc.~ I
The foregoing instrument .was acknoWle..s~before me this -V/day of July, 1997 by
j?;~/h~..e:b~. ~I.//& as ErEL:....Vr1 VE:. ;'l~;~~tsubishi Moto~ of America, Inc., a
California corporation, on behalf of the corporation. He is personal] y known to me or has prod uced
a driver's license as identification.
y
VALUE RENT-A-CAR, INC., a Florida
corporation ~ ..... .
&)b . l:~' .\' ,
By: / : .' .' ,-,., . ': ~
ony R. D'AIIO, Executiv"e:VicC" ' . .~.~.,: j
resident and Chief Operating'.~K.cr"'" .,-
'~" r ^
'1:"'1'.'<.1.'
Witnesses:
My Commission Expires:
PrintNIIllC <P~~~I /).. ~ W~Y
,
o...p.I< I "'v~t': OFFICIAL 140TA::lV stAL
~ 'sl)-:) t7 -;.... O/JELlA GI.FFiH:V
.. ~,"'I ".
~ ~~~ft) 1t COMJ,U3SI0N NUJdeER
~ \,,~,. ~ . C C 4 4 1 05 6
,. 0, 'i\off. ,"'~ COI.II'-!SS!ON EX".
r JlQ, 10 11199 .
COfIUI'liui"" No.:
[NOTARIAL SEAL)
Page 3 of4
..------..-- -. --. --
----------.--- - ~--
S~B
~ /--- R[C. , I I UU'l'l)f UI ! /'Y r ~y ~/""
COUNTY OF __ ~:PF) - ~ . , J j It# I c;- (/'
The foregoing instrument was acknowledged before me this -;l1..Uay of July, 1997, by
JJJJ.-uop'4 ""F?::t:>, !;L....,,--z:::> ,as .E.).~/i/~ Y/~ of Value Rent-A-
Car, Inc., a Florida corporation, on behalf of the corporation. He/she is personally known to me or
has produced a driver's license as identification.
My Commission Expires:
OTARY PUBLIC
.."N_ (J~~ 1 ? i!"F~~'I
:'.p.Q.Y Pva. OFFICIAL NOTA~Y SEAL
~ . .,. 'q (1 FNEY
fl ':"~.' }1 >>COlolMISSIOH NUMBER
~ ,~..: .::..~ -c C t; 4 4 1 0 56
~I' '".." .~ MY C"."\i;I,,!'ION EXP.
0, n,o f.....,'.-i. 10 1.?~~ _
Commi"i... No.:
[NOTARIAL SEAL]
Page 4 of 4
---.......- --.----.- .- '_.~-
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EXHIBIT "A"
I,EGAL DESCRIPTION
Parcel 7 - Dade County, Florid3:
All of Parcel 1, less tbe North 150 feet, as measured along the East line thereof, and less the
South 499.145 feet as measured along the East line thereof, of the Replat of Tract "A", SUNNY
ISLES SHORES SECTION "A". according to the Plat tb~reo( as recorded in Plat BooJr:..64, at
Page 74, of the Public Records of Dade County. Florida.
Tax Folio No. 30-2211-005-0016
PEcQRDED IN 0f"'C1AL RE~ORDS E/CJOIC
01' 0ACiE CQ(Jtn"1. Ft,()lIOoI.
RECORD VfJVF€O
HARvEY RUVIN
CLERK (;IPCUfT coUJr.
S~B
THIS GUARANTY OF LEASE is made as afthe 8th day of July. 1997, by REPUBLIC
INDUSTRIES. eNe.. a Delaware corporation, whose addres~ is 450 East Las Olas Blvd., Fl.
Lauderdale, Florida 33301 Ann: James O. Cole, Esq., General Co~1 (the "Guarantor") in favor
of MITSUBISHJ MOTOR SALES OF AMERJCA, INC.. a California corporation ("Landlord"),
whose address is 6400 KatelJa Avenue, Cypress. California 9063~S208. Anention: Corporate Real
Estate Department. with a copy to the Legal Department at the same address.
'}II T N E SSE T H:
WHEREAS, simultaneously with the execution of this Guaranty of Lease, Landlord and
VALUE RENT-A-CAR INC.. a Florida corporation, as Tenant have entered into that certain Lease
Agreement (the "Lease") regarding that certain property described in ~xhibit A attached hereto and
made a part hereof; ,
VlHEREAS. the Guarantor has requested that Landlord enter into the Lease;
\\l1EREAS, the Gw.rantor owns, directly or indirectly, all of the issued and outstanding
stock of the Tenant;
\VHEREAS, Landlord wiJl not enter into the'tease ",ilhout the guarantee of the Guarantor
as set forth herein; and
VlHEREAS, the Guarantor has agreed to unconditionally guarantee the payment and
performance of all obligations of Tenant under the Lease.
NOW, THEREFORE, in consideration of the premises and the sum of TeD DoUars ($10.00)
and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and in order to be ofmateriaJ benefit and assistance to Tenant, and in order to induce
the Landlor~ to execute the Lease. Guarantor hereby covenants and agrees with the Landlord as
follows:
.1. Each and all of the foregoing recitations are true and correct and are hereby
incorporated herein by reference and made a part hereof for all purposes.
.
2. All capitalized termS used herein, unless specifically otherwise defined herein, shall
have the meanings assigned to such terms in the Lease.
Page 1 of 7
~--------._. -
S~B
--
kept and performed by TenanL including ....ithout limitation. the payment when due of all rentAls and
other charges to accrue thereunder.
4. Time shall be deemed of the essence for the payment of all monet.ary payments
required to be paid by Guarantor pursuant to the terms of this Guarant)'. Guarantor shall not be
entitled to any abatement, deduction. deferment, suspension or reduction of, or set-off, defense or
counterclaim against any payments required to be made by Guarantor pursuant to the terms of this
Guaranty. The liability of Guarantor under this Guaranty shall remain in effect regardless of any
law, regulation, or decree now or hereafter in effect in any jurisdiction which might in any manner
affect any of such tenns or provisions or the rights of Landlord with respect thereto as against Tenant
and regardless of the validity, regularity or enforceability thereof. or of any defenses or rights of
set-off or counterclaims which Tenant or Guarantor may have or assert against Landlord~ or of any
other condition, contingency or circumstances whatsoever, whether occurring prior to or after the
date hereof, whether known or unknown to Guarantor or Tenant or Landlord, and whether or not any
of the same mayor might vary the risk OF affect the rights or remedies of Guarantor.
5. This is a guaranty of payment and performance, and Guarantor waives any right to
require that any action be brought against Tenant or any other person or to require that resort be had
to any security. Landlord may, at its option., proceed against Guarantor in the first instance to collect
any monies the payment of which is guaranteed hereby, or any other person and without first
resorting to any other remedies, at the same or different times, as it may deem advisable; and the
liability of Guarantor hereunder shall be in no way affected or impaired by an acceptance by
Landlord of any security for, or other guarantors upon, the Lease or any other obligation of Tenant
to Landlord, or by any failure, delay, neglect or omission by Landlord to realize upon or protect an)'
rights or remedies it mayor might have had in connection with the Lease.
6. Guarantor hereby agrees that the Landlord from time to time, before or after an)'
default by Tenant, with or without further notice to or assent from Guarantor, may, without in any
manner affecting the liability of Guarantor, and upon such terms and conditions as it may deem
advisable: (a) extend in whole or in part (by renewal or otherwise), modify, change or release any
indebtedness, liability or obligation oflhe Tenant under the Lease or of any other person secondarily
or otherwise liable fa.r any obligation of the Tenant under the Lease, or waive any default with
respect to the Lease; and (b) settle, adjust or compromise any claim of Landlord against Tenant or
any otPer person secondarily or otherwise liable for any indebtedness, liability or obligation of
Tenant. The Guarantor hereby consents to and ratifies and confirms any such extension, renewal,
change, release, waiver, surrender, exchange, modification, substitution, senlement, adjustment or
compromise and agrees that the same shall be binding upon Guarantor, and Guarantor hereby
expressly waives any and all defep.ses, counterclaims or offsets which Guarantor might or could
have,by reason thereof, it being understood that Guarantor shall at all times be bound by this
Guaranty and remain liable to Landlord hereunder.
Page 20f7
S~B
Landlord upon this Guaranry (it being understood that every indebtt:Llness, liabilit). and obligation
of Tenant to Landlord UIlder or relating to the Lease shall conclusively be presumed to have been
created, contracted or incurred in reliance upon this Guaranry); (b) demand of payment from any
person indebted in any manner on or for any of ilie liabilities or .obligations hereby guaranteed; (c)
presenL1tion for payment of any instnunent of Tenant or any other person. protest thereof and notice
of its dishonor to any party thereto and to Guarantor; (d) defense of the statute of limitations in any
action hereunder or for the collection of any indebtedness or the perfonnance of any obligation
hereby guaranteed; (e) any defense arising by virtue of (i) the lack of authoriry of any party. or
revocation hereof by any other party, or (ii) the failwe of Landlord to file or enforce a claim of any
kind; (f) any defense based upon an election of remedies by landlord which destroys or otherwise
impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against
Tenant for reimbursement., or both; (g) any dury on the part of landlord to disclose to the Guarantor
any facts which landlord may now or hereafter know about Tenant, regardless of whether Landlord
has reason to believe that any such facts materially increase the risk beyond that which the Guarantor
intends to assume or has reason to believe that such facts are Wlknown to the Guarantor or has a
reasonable opporrunity to communicate such facts to the Guarantor, it being understood and agreed
that Guarantor is fully responsible for being and keeping informed of lhe financial condition of the
Tenant and of all circumstances bearing on the risk of non-payment of all obligations hereby
guaranteed; (h) notice of acceleration and intent to accelerate; and (i) unenforceability of the Lease
or any disability of the Tenant, or any cessation from any cause whatsoever of the liability of Tenant,
including, without limitation, (a) any rejection or tennination of the Lease under Section 365 of the
U.s. Bankruptcy Code, or (b) any reduction, diminution or limitation upon the discharge of the
liability of Tenant under the Bankruptcy Code.
8. Each reference herein to the Landlord shall be deemed to include its successors and
assigns, in whose favor the provisions of this Guaranty shall also inure. 'This Guaranty shall, Ylithout
further consent of or notice to Guarantor, pass to and may be relied upon and enforced by any
successor or assignee of Landlord.
9. lbis Guaranty shall be deemed to have been made, executed and delivered in Miami,
Florida. This Guaranty shall be governed by and construed in accordance with the laws of the State
of Florida.
.10. Guarantor shall not., by reason of the performance of the terms and provisions of this
Guaranty, succeed to or be subrogated to the rights and privileges of the Landlord against the Tenant
or be deemed to be the successor or assign of the Landlord unless and until each and every
indebtedness, liability and obligation of the Tenant to the Landlord in connecdoD with the Lease
shall have been fully paid and discharged.
11. No delay on the part of the Landlord in exercising any rights hereunder or failure to
exercise the same shall operate as a waiver of such rights. AJI of the rights, powers, and remedies
Page 3 of7
-~
S~B
indebtedness. liability ana obligations, or olhervr1se. shall be cuml.llarl\'t~ and not alternatIve; and
such rights powers and remedies shall be in addition to all of Landlord's rights, powers and remedies
provided by law.
12. The obligations of Guarantor hereunder are primary and independent of the
obligations of Tenant Landlord is authorized and empowered to proceed against Guarantor \liithout
joining any other party. Guarantor may be sued separately v.ithout first or contemporaneously suing
any other party.
13. This Guaranty, wherever the context so requires. the neuter gender includes the
masculine and/or feminine gender, the singular numbers includes the plural. and the plural numbers
include the singular.
14. Guarantor agrees to pay all costs and expenses which may be incurred by the
landlord its successors and assigns in the,collection of this Guaranty or otherv.ise relating to this
Guaranty, including, but not limited to, reasonable anorneys' fees, whether suit is brought or not, and
if suit is brought, at the trial and all appellate levels.
15. Guarantor acknowledges receipt of good, valuable and sufficient consideration for
its making of this Guaranty and subjects its separate propert)" to this Guaranty and hereby expressly
agrees that recourse may be had against such separate property for all of its obligations hereunder.
The Guarantor does further agree that any and aJl of such separate property shall be subject to
execution for any judgment or decree on or enforcing this Guaranty by a court of competent
jurisdiction against the Guarantor. Guarantor agrees that any property held by Guarantor as tenants
in common or joint tenants with right of survivorship shall also be subject to enforcement of this
Guaranty, and the undersigned waives any exemption under the constitution and laws of each
jurisdiction where any such separate property or other property is located.
16. Guarantor shall not assert any right to which it may be or become entitled, whether
by subrogation, contribution or otherwise, against the Tenant or against any of its respective
properties. by reason of the performance by the Guarantor of its obligations under this Guaranty
unless and until each ~d every indebtedness, liability and obligation of the Tenant to the Landlord
in connection with the Lease shall have been fully paid and discharged.
17. Guarantor hereby represents and warrants that this Guaranty constitutes the legal,
valid and binding obligations of Guarantor, enforceable against it, its successors and assigns in
accordance with its terms.
__ 18. Landlord and Guarantor agree that any litigation., action or dispute in connection with
this Guaranty shall be adjudicated in the courts in the State of Florida, be it in the Circuit Courts of
the State ("Florida State Courts") or in the Federal Courts in Florida ("Florida Federal Courts").
Page 4 of7
- - .-.----. - ---- -. - - -- ----.--
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------ -~------ ~- ------ --_.~-- -_.~---- ~-_._._._----
that: (a) 11 hereby WaJvcs and agrees nOlto assen any ana ail ClaJm~ .ulU uClc-n.SC;-llunisor-may-nave
in the future 10 the effect that it is not subject to personal jurisdiction in the State of Florida in any
action, suit or proceeding brought in Fl~rid2 in connection \),ith this Guaranty; and (b) it hereby
submits itself to the personal jurisdiction of the Florida State Courts and the Florid2 FederaJ Courts
for purposes of adjudicating any action, suit or proceeding brought in connection with this Guaranty.
19. This is a continuing Guaranry, is irrevocable, and this Guaranty shall remain in full
force and effect with respect to any obligation of payment or performance under this Guaranty. In
the event that any payment, or any part thereof, of any of the liabilities or obligations relating to the
lease is rescinded or must otherwise be restored or retwned by landlord upon the insolvency,
bankruptcy or reorganization of Tenant, or otherwise, then this Guaranty shall be reinstated as
though such payment had not been made. Any termination of this Guaranty and Guarantor's
obligations hereunder shall only be effective if in writing and executed by both landlord and
Guarantor.
20. Guarantor hereby agrees that this instrument contains the entire agreement between
the parties with respect to the subject matter hereof and there is and can be no other oraJ or written
agreement or understanding whereby the provisions ofws instrument ha\'e been or can be affected,
varied, waived or modified in any manner unless the same be set forth in v.rriting and signed by the
Landlord, and then such waiver or modification shall be effective only in the specific instance and
for the specific purpose for which given.
21. All references to monies herein, or the equivalent thereof. shall be deemed to mean
lawful monies of the United States of America.
22. Any indebtedness of the Tenant to the Guarantor now or hC'1"eafter existing (including,
but not limited, to any rights to subrogation the Guarantor may have as the result orany payment by
the Guarantor W1der this Guaranty), together with any interest thereon, shall be, and such
indebtedness is hereby subordinated to the prior payment in full of any monies owing from the
Tenant to the Landlord under the Lease. Following the occurrence of an event of default under the
Lease, if the Guarantor should receive any payment, satisfaction or security for any indebtedness of
the Tenant to the G~tor, the Guarantor agrees to hold the same in trust for the landlord for
application on account of, or as security for the indebtedness of the Tenant to the landlord.
23. In case: anyone or more of the provisions of this Guaranty shall be invaJid, illegal,
or unenforceable in any respect, the validity of the remaining provisions shall be in no way atfC{:ted,
prejudiced, or disturbed thereby.
_ 24. If under any applicable law or regulation or the interpretation thereof by any
governmental authority charged with the administration thereof, Guarantor shall be required to make
any withholding or deduction from any payment to be made by Guarantor to Landlord hereunder for
Page 50f7
---.-- - -- -_. -- --------
,= ~
ti~B
- . .
amount due 10 Landlord trom Guaranlor in respect of such paymem :>Tlall be increased to the extent
necessary to ensure that after making such withholding or deduction, and any V\ithholdings or
deductions required to be made in respect of any such increase, Landlord shall receive an amount
equal to the amount which the Landlord would have received had no such withholding or deduction
been required to be made. In the event of any such withholding or deduction, Guaranlor shall deliver
to the Landlord. forthwith after receipt by Guarantor, the official receipt or other official
docwnentation evidencing the payment of the amount so withheld or deducted.
25. Guarantor represents, warrants and covenants to Landlord that Guarantor is not
subject to any bankruptcy, reorganization or insolvency proceedings, and none are pending,
contemplated or lhreatened.
--.
26. Guarantor agrees that so long as this Guaranty remains outstanding it shall not
transfer, sell, exchange or dispose of any material amoWlt of its assets except for full and fair present
consideration. Guarantor acknowledgeS that it is fully familiar with the tenns, provisions and
conditions of the Lease and that its signature on this Guaranty shall also serve as its consent to and
approval of the terms and provisions of the Lease.
27. Whenever the receipt of monies by Landlord is referred to or required under this
Guaranty, actual receipt of such monies b)' the Landlord is required and receipt shaIJ not be deemed
to have occurred if Landlord is required to restore or return any monies so received. Nothing
contained in this Guaranty shall impose any obligation on Landlord to take any affirmative action
to collect any sums due under the Lease or any other documents executed in connection with the
Lease.
28. Guarantor acknowledges that, but for Landlord's receipt of this Guaranty, Landlord
'..;::;u!d ol.her\\ise be unwilling to execute the Lease, Guarantor acknowledges that in the event of
Tenant's default under the Lease, Landlord may, in its sole discretion, sue under this Guaranty
without exercising any of its rights and remedies under or with respect to the Lease. Guarantor
hereby expressly waives any defense based upon the doctrine of "election of remedies."
29. THE-.. GUARANTOR AND LANDLORD HEREBY KNOWfNGL Y,
VOLUNf ARIL Y AJ'ID INTENTIONALLY WAIVE THE RlGIIT EITHER MAY HA VE TO
A TRIAL BY JURY IN RESPECT OF ANY LmGA nON BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECfION WITH TffiS GUARANTY OR ANY
AGREEMENT CONTEMPLATED TO BE EXEClJfED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETIIER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A
MA_TERlAL INDUCEMENT FOR THE LANDLORD ACCEPTING TIllS GUARANTY
AND ENTERING INTO THE LEASE.
Page 6 of7
s ~ (
connection with any sale \J. tranSfer of the Premises Of otherWise. 3.1.... no assignment, sale Of transfer
of the landlord's right, title and interest in the Le~ and this Guaranty shall operate 10 extinguish
or diminish the liability of Guarantor hereunder.
IN WlTI'-lESS WHEREOF, Guarantor has duly executed this Lease Guaranty as of the day
and year first above written.
The fore~trumenl was acknowledged before me thisf"! day of July. 1997. by
--rEFO~ W. I:l~as the ~N!oL V P . of Republic Industries, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me or bas proo~
ai identification.
(/iv
Signed, sealed and delivered
in the presence of:
~~rl L. Il<..Jf/\r.
~
Name: J()~t,.pu. th Il t\A 'Lc~z:.
STATE OF FLORlDA )
) S5:
COUNTY OF BROW ARD )
",
REPUBLIC INDUSTRIES, INC.,
corporation
~Il.~
By: VV I
N ~~.. LJlfr
Title: 5il4t"1lc.(\ "'lt~ (M,iJJt1trfr
a Delaware
....
N~tary Publi:]f;110fFlOri f'i? r. ^ 1/
PnntName: r~rc:Q .~~
Commission Expires: 3- , q - U 0 ,
,
(SEAL)
:~'IIII1I1I1I1I11I1I1I11I11II11I1I11II1I1I1IIII1I1II.I'
) O~.,.' ~b#. Valerie B. Campbell . :
: .. to HoCaI)' Publil:, Stale orflarida :.
) '!o ; CoM",;":,,, No. CC 6J 1296 . :
: YJ.;",..t" NT ComaIIIIIDllbp. 0311'1%001:'
~ I_J~AlY. ~ "-7 ...... & ....... e.. : :
~,^,^,^'MYM,^",^,^,^"I'W.,^"Wi'I"'''''\\\''I''1''' ·
Page 7 of7
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~--- ~---
----
L..r..I.lt'\L lJl:.':)LI'\...1C IIVI'
Partel 7 - Dade County, Florid2:
All of Parcel 1, less the North 150 feet, as measured along the East line thereof, and less the South
499.145 feet as measured along the East line thereof, as measured along the East line thereof. of
the Replat of Tract "A", SUNNY ISLES SHORES SECTION "A", according to the Plat thereof,
as recorded in Plat Book 64, at Page 74, of the Public Records of Dade County, Florida.
Tax folio No. 30-2211-005-0016
""i-
"
Page 1 of )
-. - . --- ---.------ ----. .---_..
.
- .
S~B
E
COLLINS AVENUE
VANGUARD/ALAMO
50%
N
CITY HALL
S
CITY OF SUNNY ISLES
BEACH
500/0
w
Exhibit "e"
S~B
EXHIBIT "D" TO ADDENDUM TO LEASE
Termination Fee Calculation on a Complete Termination
In the event that Landlord effectuates a taking by virtue of termination of the entire
Amended Lease following the partial termination after year four (4) of the Term, the balance of
the compensation payable to Tenant shall be computed in accordance with the following
formula: Tenant's compensation shall be the leasehold interest for the entire Leased Premises
for the entire Term (agreed by the parties to be $450,000) minus the Tenant's compensation for
the partial termination ($180,000) as set forth in Section 9(a) above minus four (4) year's worth
of Tenant's leasehold interest in the remaining fifty percent (50%) of the Leased Premises
($90,000) minus the amount of the number of months elapsed after the fourth (4th) year of the
Term multiplied by the monthly amount of Tenant's leasehold interest in the remaining fifty
percent (50%) of the Leased Premises ($1,875). For example, if a complete termination occurs
in the second (2nd) month after the fourth (4th) year of the Term, Tenant's compensation would
be $176,250 ($450,000 - $180,000 - $90,000 - (2 x $1,875 = $3,750).
S.~ ~ B..~
Ii"" c
EXHIBIT "E" TO ADDENDUM TO LEASE
Memorandum of Lease
WHEN RECORDED MAIL TO:
Williams Mullen
I 021 East Cary Street
Richmond, VA 23219
Attn: David A. Reed, Esq.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
MEMORANDUM OF LEASE
This is a Memorandum of Lease by and between CITY OF SUNNY ISLES BEACH, a Florida municipal
corporation, hereinafter called LANDLORD, and VANGUARD CAR RENTAL USA INC., a Delaware
corporation, hereinafter called TENANT, upon the following terms:
1.
Date of Lease:
,2005.
2. Description of Leased Premises: See Exhibit "A" attached hereto.
3. Date of Commencement. The Term of this Lease shall begin on the date (the "Commencement
Date") the Landlord is awarded fee simple title to the Leased Premises in the case styled City of
Sunny Isles Beach v. 18100 Collins Avenue, Case No. 03-21419 CA 10.
4. Term: Twelve (12) years, unless sooner terminated pursuant to the terms of the Lease.
The purpose of this Memorandum of Lease is to give record notice of the lease and of the rights created
thereby, all of which are hereby confIrmed.
IN WITNESS WHEREOF the parties have executed this Memorandum of Lease as of the dates set forth in
their respective acknowledgments.
ATTEST:
LANDLORD:
CITY OF SUNNY ISLES BEACH
Jane Hines, City Clerk
By:
Name:
Title:
WITNESSES:
TENANT:
VANGUARD CAR RENTAL USA INC.
By:
Name:
Its:
C'B
y ~ ,
IAcknowledgment of Ten ant)
STATE OF
)
) SS.
)
COUNTY OF
Personally appeared before me, a Notary Public in and for the above County and State,
known personally by me and acknowledged by me to be on the date
of execution, of Vanguard Car Rental USA Inc., a Delaware corporation and he/she
executed the foregoing for and on behalf of said Corporation by authority of its Board of Directors.
Witnessed by hand and this notarial seal this _ day of
,2005.
{ Seal}
Notary Public Signature
Printed/Typed Name:
My Commission Expires:
Commission Number:
IAcknowledgment of Landlord)
STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )
Personally appeared before me, a Notary Public in and for the above County and State,
known personally by me and acknowledged by me to be on the date
of execution, of the City of Sunny Isles Beach, a Florida municipal corporation,
and he/she executed the foregoing for and on behalf of said Corporation by authority of the City Commission.
Witnessed by hand and this notarial seal this _ day of
,2005.
{ Seal}
Notary Public Signature
Printed/Typed Name:
My Commission Expires:
Commission Number:
S~B
EXHIBIT "A" TO MEMORANDUM OF LEASE
Legal Description of Leased Premises
All of Parcel 1, less the North 150 feet, as measured along the East line thereof, and less the South 499.145 feet, as
measured along the East line thereof, of the Replat of Tract "A," SUNNY ISLES SHORES SECTION "A,"
according to the Plat thereof, as recorded in Plat Book 64, at page 74, of the Public Records of Miami-Dade County,
Florida.
S~B
;.!
.',
i A CORD,.
P~ODUCER
Aon Risk Services. I~c. of New York
55 East S2nd s~reet
New York NY 100S5
DATE 14M/DDfY'()
01 03 05
JotATTER OF INFORMAjlON
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLCER. nus CERTlACATE DOES NOT AMEND, EXTEND OR
ALTER niE COVERAGE AFFORDE Tlf!! POUCIES BELOW.
COMPANIES AFFORDING COVERAGE
,
"~I
I
PHONE - (866) 265-747S FAX. (1166) 467-7847
INSURED
VANGUARD CAR RENTAL USA INC.
National Ren~a' (us), Inc.
Alamo R~n~al (US), Inc.
6929 ~orch Lakewood Avenue
Suite 100
Tulsa Ok 74117-1808 USA
mNEiQ
THIS IS TO CER11FY lHA.T THE POUCISS OF INSUfWIlce USTED BElOW HAVE sea. ISSUED TO 111E INSURED NAMED ABOVE FOR THE POliCY PERIOD
INDlCATEO. NOTWITHSTANDING Nrf REQUIREMENT. TE:RAA OR CONDIT10N OF PNf CONTRACT OR OniER DOCUMeNT WITH RESPECT TO WHlCH 11iIS
CERnFlCATE MAY BE ISSUEO OR MAY PERTAJIIl THE INSURANCE AFFORDED BY THE POUCLES DeS~IBED HEREIN IS stJBJECT TO AU. Tl-IE TERMS.
~C us IONS ,llND COlIIDmONS OF SUCH POUCII!S. LIMITS SHOWN MAY HAVE BEe.! REDU ED 8 PAID CVlIMS,
COMPAHY
A
Na~1o"al union Fire Ins Co of P;'~5burgh
.
4
!i
COMPANY
B
Ameriean HOm~ Assurance Co_
COf,lPAPfV
G
In$urance Company of ~he State of PA
,
.
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..
.
.
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....... ........, .... Ito'.' ;~:'~'::.f.;..~'::.:.I.""J.,~=t~:';(.~"=!:.~~'.'.$:;~~~'......~l..""I~"~~
CQIIIM.,y
D
TYPE OVlHSURNfCE
roucy NUMBER
,ouO' t~ P'QUCY armATIOI'I UMm
IIA TIlllWNJDllM'J bATI! (.IM/DOIVY)
01/01/05 01/01/06 GENEAALAGGREGl.T~
PRODUCTS. COMPIOP AGG
~801W.. & NJI/ INJURY
eACH OCCURRENCE
FIRe tl.AMl\aEl""" _""1
IW:EO EllP lAn4I_ _'0111
..
52,000,000 "
v
rr
S2,ooO,OOO .:
....
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S2,ooo.000 ~
52,000, c:
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Gl. 17319"9
COMMERcIAl GENEAAI. L\A9IUTY
CIAIIotS MAOE [R] CCCUR
~ER'll & CONTRACTM'S I'RO'l"
CA g711Un
01/01/0S
01/01106
eOMBINGD SINQI,E LIMIT
BOoI~ y INJUR'I'
(P".~)
OODIl Y IIIUUAY
(Ptrlcdtlonij
GL 17379li9-00
CBragc Liability
el/Ol/OS
01/01/06
llWI AUTO OH~ y:
eACH ACCIDENT
AlOoGREGAlli
EAC~ OCCURRENCE
1ICGRel3A're
c
01/01/06
CL DlSEA9E-POLICY L''''1f
El DlSEASEoE.\ EIolPLO'rEE
WOllJ(l!It'$l:CMrENSATION AHO
iMI'LOYER&' LUlIlIUTT
TIlE PItOPRlETOIli
PARTlfEKSIEXECUTM
OFF~ ARE:
we: !?1S37l1
workers CO~'AOS
01/01105
X WCSTAl1J-
X lNCl
EltCL
DI!SCllIP'f1C/o1 OF CPEItATIONSIlOCAllONSlVEHICUSlSPiCIAL ITEMS
Certific~tc hDlder is included as ~dditio"al insured as their interest may agpear regarding the operations of the
named insured Tor location: 18080 collins Avenue, sunny Isles 8ea~n, Fl 3316 .
-
~
~
....
,:I
~ORD}L \1l95
.1\tf5R' G0
I~E . ErctJttSJ'{l!iI!~' -.
:l~
SHOUlC AllY 01' nlE Aet:ilIE OESCRIBED POliCIES ~ CANCEJ.UD SEFOIlE THE
City of Sunny Isles Beach
17070 CQllins Avenue, Suite 250
Sunny Isles Beach fL 33160 USA
E.'IPIRATlON DAn; ltil!Rl!OP. THE IS$UINO COMPAH'f WILL ENDfAVORTO MNl
3D tIl'IYS ~rTTEN NC'TICIi TO THE ~TIFICJ\Te I10LDER r.I^""EO TO TliI! lfl'T.
OUT I'AIlURE TO MAil SUCH NOTlel! SHAU, IMPOSE NO oBLI~nO/ll OR llA81UlY
01" AHV ICINO ,. N'r. ITS AGF.Nrli R REPRE9ErrrA
AlffitORIZED REPRES~T"'TlVt
~~~
~ .