[LOGO OF COMMERCIAL]
SUBLEASE EXHIBIT 10.17
CB Commercial Real Estate Group, Inc.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
1. PARTIES.
This Sublease, dated March 18, 1997, is made between Champion Leasing
Corporation "Champion" ("Sublessor"), and Hiway Technologies, Inc., a
Florida Corporation ("Sublessee").
2. MASTER LEASE.
Champion is a Sublessee of a Sublease between MedPartners of Florida,
Inc., "MedPartners" and Champion. MedPartners is the lessee under a written
lease dated July 6, 1994, wherein Catexor Limited Partnership I ("Lessor")
leased to Sublessor the real property located in the City of Boca Raton
County of Palm Beach, State of Florida, described as 0000 Xxxxxxxx Xxxxxx,
Xxxxxx 210 & 215 of the 6401 Building in the project commonly known as
Amtec Center ("Master Premises"). Said lease has been amended by the
following amendments First Addendum to Lease and the Champion/MedPartners
Sublease, said lease and amendments* are herein collectively referred to as
the "Master Lease" and are attached hereto as Exhibit "A".
*and sublease
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): Sublessee (Hiway) will lease Suite 215 of the Master
Premises only. The rentable square footage of Suite 215 is equal to 3633
square feet.
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as of the commencement of the Term hereof will
not be, in default or breach of any of the provisions of the Master Lease,
and that Sublessor has no knowledge of any claim by Lessor that Sublessor
is in default or breach of any of the provisions of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on April 1, 1997 ("Commencement
Date"), or when Lessor consents to this Sublease (if such consent is
required under the Master Lease), whichever shall last occur, and end on
July 31, 1999 ("Termination Date"), unless otherwise sooner terminated in
accordance with the provisions of this Sublease. In the event the Term
commences on a date other than the Commencement Date, Sublessor and
Sublessee shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession of the Premises ("Possession") shall
be delivered to Sublessee on the commencement of the Term. If for any
reason Sublessor does not deliver Possession to Sublessee on the
commencement of the Term, Sublessor shall not be subject to any liability
for such failure, the Termination Date shall not be extended by the delay,
and the validity of this Sublease shall not be impaired, but rent shall
xxxxx until delivery of Possession. Notwithstanding the foregoing, if
Sublessor has not delivered Possession to Sublessee within thirty (30) days
after the Commencement Date, then at any time thereafter and before
delivery of Possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall set forth
an effective date for such cancellation which shall be at least ten (10)
days after delivery of said notice to Sublessor. If Sublessor delivers
Possession to Sublessee on or before such effective date, this Sublease
shall remain in full force and effect. If Sublessor fails to deliver
Possession to Sublessee on or before such effective date, this Sublease
shall be cancelled, in which case all consideration previously paid by
Sublessee to Sublessor on account of this Sublease shall be returned to
Sublessee, this Sublease shall thereafter be of no further force or effect,
and Sublessor shall have no further liability to Sublessee on account of
such delay or cancellation. If Sublessor permits Sublessee to take
Possession prior to the commencement of the Term, such early Possession
shall not advance the Termination Date and shall be subject to the
provisions of this Sublease, including without limitation the payment of
rent.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent, without
deduction, setoff, notice, or demand, at 0000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000 or at such other place as Sublessor
shall designate from time to time by notice to Sublessee, the sum of
Two Thousand Four Hundred Ninety Seven and 69/100 Dollars ($2,497.69)
per month, in advance on the first day of each month of the Term.
Sublessee shall pay to Sublessor upon execution of this Sublease the
sum of Three Thousand Seven Hundred Twenty Two and 61/100 Dollars
($3,722,61) as rent for April 1997. If the Term begins or ends on a day
other than the first or last day of a month, the rent for the partial
months shall be prorated on a per diem basis. Additional provisions:
The minimum rent shall increase by five (5%) percent effective August
1, 1998. The minimum rent from 8/1/98 through 7/31/99 will equal
$2,622.57 per month or $8.66 psf.
6.2 Operating Costs. If the Master Lease requires Sublessor to pay to
Lessor all or a portion of the expenses of operating the building
and/or project of which the Premises are a part ("Operating Costs"),
including but not limited to taxes, utilities, or insurance, then
Sublessee shall pay to Sublessor as additional rent One Hundred percent
(100%) of the amounts payable by Sublessor for Operating Costs incurred
during the Term. Such
/s/ CP XXX XX W
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additional rent shall be payable as and when Operating Costs are
payable by Sublessor to Lessor. If the Master Lease provides for the
payment by Sublessor of Operating Costs on the basis of an estimate
thereof, then as and when adjustments between estimated and actual
Operating Costs are made under the Master Lease, the obligations of
Sublessor and Sublessee hereunder shall be adjusted in a like manner;
and if any such adjustment shall occur after the expiration or earlier
termination of the Term, then the obligations of Sublessor and
Sublessee under this Subsection 6.2 shall survive such expiration or
termination. Sublessor shall, upon request by Sublessee, furnish
Sublessee with copies of all statements submitted by Lessor of actual
or estimated Operating Costs during the Term.
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Two Thousand Four Hundred Ninety Seven and 69/100 Dollars ($
2,497.69) as security for Xxxxxxxx's faithful performance of Xxxxxxxxx's
obligations hereunder ("Security Deposit"). If Sublessee fails to pay rent
or other charges when due under this Sublease, or fails to perform any of
its other obligations hereunder, Sublessor may use or apply all or any
portion of the Security Deposit for the payment of any rent or other amount
then due hereunder and unpaid, for the payment of any other sum for which
Sublessor may become obligated by reason of Sublessee's default or breach,
or for any loss or damage sustained by Sublessor as a result of Sublessee's
default or breach. If Sublessor so uses any portion of the Security
Deposit, Sublessee shall, within ten (10) days after written demand by
Sublessor, restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a default
under this Sublease. Sublessor shall not be required to keep the Security
Deposit separate from its general accounts, and shall have no obligation or
liability for payment of interest on the Security Deposit. In the event
Sublessor assigns its interest in this Sublease, Sublessor shall deliver to
its assignee so much of the Security Deposit as is then held by Sublessor.
Within ten (10) days after the Term has expired, or Sublessee has vacated
the Premises, or any final adjustment pursuant to Subsection 6.2 hereof has
been made, whichever shall last occur, and provided Sublessee is not then
in default of any of its obligations hereunder, the Security Deposit, or so
much thereof as had not theretofore been applied by Sublessor, shall be
returned to Sublessee or to the last assignee, if any, of Sublease's
interest hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for office space and in strict
accordance with all provisions of the Master Lease , and for no other use
or purpose.
9. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any part
of the Premises without the prior written consent of Sublessor (and the
consent of Lessor, if such is required under the terms of the Master Lease)
Sublessor may withhold its consent on any such assignment or further sublet
at its sole discretion for any reason.
10. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises, except for the following:
See Paragraph 17
Sublessee assumes and agrees to perform the lessee's obligations under the
Master Lease during the Term to the extent that such Obligations are
applicable to the Premises, except that the obligation to pay rent to
Lessor under the Master Lease shall be considered performed by Sublessee to
the extent and in the amount rent is paid to Sublessor in accordance with
Section 6 of this Sublease. Sublessee shall not commit or suffer any act or
omission that will violate any of the provisions of the Master Lease.
Sublessor shall exercise due diligence in attempting to cause Lessor to
perform its obligations under the Master Lease for the benefit of
Sublessee. If the Master Lease terminates, this Sublease shall terminate
and the parties shall be relieved of any further liability or obligation
under this Sublease, provided however, that if the Master Lease terminates
as a result of a default or breach by Sublessor or Sublessee under this
Sublease and/or the Master Lease, then the defaulting party shall be liable
to the nondefaulting party for the damage suffered as a result of Such
termination. Notwithstanding the foregoing, if the Master Lease gives
Sublessor any right to terminate the Master Lease in the event of the
partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder.
11. ATTORNEYS' FEES.
If Sublessor, Sublessee, Or Broker shall commence an action against the
other arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its cost of suit and reasonable
attorney's fees.
12. AGENCY DISCLOSURE.
Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except: CB
COMMERCIAL REAL ESTATE GROUP, INC., who represents Sublessor and CB
Commercial, represents Sublessee. In the event that CB COMMERCIAL REAL
ESTATE GROUP, INC. represents both Sublessor and Sublessee, Sublessor and
Sublessee hereby confirm that they were timely advised of the dual
representation and that they consent to the same, and that they do not
expect said broker to disclose to either of them the confidential
information of the other party.
13. COMMISSION.
Upon execution of this Sublease, and consent thereto by Lessor (if such
consent is required under the terms of the Master Lease), Sublessor shall
pay Broker a real estate brokerage commission in accordance with
Sublessor's contract with Broker for the subleasing of the Premises, if
any, and otherwise in the amount of Five Thousand and 00/100 Dollars
($5,000.00), for services rendered in effecting this Sublease. Broker is
hereby made a third party beneficiary of this Sublease for the purpose of
enforcing its right to said commission.
14. NOTICES.
All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All
notices and demands by the Sublessor to Sublessee shall be sent by United
States Mail, postage prepaid, addressed to the Sublessee at the Premises,
and to the address hereinbelow, or to such other place as Sublessee may
from
/s/ SHA XX XX W
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time to time designate in a notice to the Sublessor. All notices and
demands by the Subleases to Sublessor shall be sent by United States Mail,
postage prepaid, addressed to the Sublessor at the address set forth
herein, and to such other person or place as the Sublessor may from time to
time designate in a notice to the Sublessee.
To Sublessor: 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000
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To Sublessee: 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000
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15. CONSENT BY XXXXXX AND MEDPARTNERS.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY
LESSOR* WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED
UNDER THE TERMS OF THE MASTER LEASE.
*AND MEDPARTNERS
16. COMPLIANCE.
The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights and all
amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and
The Americans With Disabilities Act.
Sublessor: CHAMPION LEASING CORPORATION Sublessee: HIWAY TECHNOLOGIES,
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INC.
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By: /s/ Xxxxxxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxx
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Title: President Title: President
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By: Xxxxxxxxxxx X. Xxxx By: Xxxxx Xxxxx
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Title: President Title: President
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Date: 8-19-92 Date: 3-19-97
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MedPartners and XXXXXX'S CONSENT TO SUBLEASE
*and MedPartners
The undersigned ("Lessor"), lessor under the Master Lease*, hereby consents
to the foregoing Sublease without waiver of any restriction in the Master
Lease ** concerning further assignment or subletting. Lessor certifies that,
as of the date of Xxxxxx's execution hereof, Sublessor is not in default or
breach of any of the provisions of the Master Lease, and that the Master
Lease has not been amended or modified except as expressly set forth in the
foregoing Sublessee. MedPartners certifies there is no default under the
MedPartners/Champion Sublease MedPartners Acquisition Corp. successor in
interest to:
**or sublease
MedPartners of Florida, Inc.
(Sublessor under the Sublease
agreement dated 4/12/96)
Lessor: Catexor Limited Partnership I
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By: /s/ Xxxx Xxxxxxxxxxx
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Title:
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AGREED AND CONSENTED TO:
By: Xxxx Xxxxxxxxxxx By: /s/ J R
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Title: President & General Partner Title: Secretary
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Date: Date: 4/3/97
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CONSULT YOUR ADVISORS - This document has been prepared for approval by
your attorney. No representation or recommendation is made by Broker as to
the legal sufficiency or tax consequences of this document or the
transaction to which it relates. These are questions for your attorney.
In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other
person, with experience in evaluating the condition of the property,
including the possible presence of asbestos, hazardous materials and
underground storage tanks.
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17. Upon mutual execution and consent of this Sublease, Sublessee shall be
allowed early occupancy of the Premises in order to prepare it for their
use. Sublessor will have already vacated the Premises and will deliver it
to Sublessee in a broom clean condition free of all debris. Sublessee will
be responsible for all costs associated with properly demising the subject
Premises.
/s/ SHA XX XX W
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