Memo from L. Levy 6/22/99
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CITY OF MIAMI BEACH
TO:
Sergio Rodriguez
City Manager
Lawrence A. Levy %
First Assistant City Attorney
FROM:
RE:
Item R7B
DATE:
June 22, 1999
Attached please find the following pages that were inadvertently omitted during duplication
of the Commission Agenda from the Agreement of Lease presented in connection with item R7B.
The page numbers are 52, 53, 55, 56, 57, 58, 89,90,91,92,93 and 95.
LAL/bfg
cc: Christina M. Cuervo
Assistant City Manager
F\A nO\LEVLIMEMOS\AGREEMNTMEM
Agenda Item R-, .B
Date (.0 - 2. 3- 9C1
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(a) executcd copies of the documents and other agrecmellts between the parties
to effectll..'\tc the Sale of the Project and/or Transfer are delivered to Owner; and
(b) the entity to which a Sale of the Project is made, by instrument in writing and
in fonn and substance satisfactory to Owner and in form recordable among the land records, shall, for
itsclf and its successors and assigns, and especially for the benefit of Owner, cxpressly assumc all of
the obligations of Tenant under this Lease and agree to be personally liable and subject to all
conditions and restrictions to which Tenant is subjcct; provided, however, that a Rccogni7.ed
Mortgagee shall not be personally liable under this Lease with rcspect to any matter arising prior to
its actual ownership of the Project, except for:
(i) unpaid Rental, other monetary obligations of Tenant under this Lease,
including defaults which can be cured by the payment of moncy and are
in a liquidated amount, non-monctaI)' default,s which a Recognized
Mortgagee can cure or remedy without tide and possession, (aU such
defaults to include any then existing event, mattcr or occurrence which,
with the passage oftime or the happening of future events, matters or
occurrences, becomes an Event of Default),
(it) as provided in Article 11 (it being undcrstood, nevertheless, that the
limitation of any such liability of Recognized Mortgagee shall not
impair, impede or prejudicc any other right or remedy available to
Owner for default by Tenant and/or the then current transferee) lInd.
Recognized Mortgagee shall not be personally liable under this Lease with respect to any matler
arising subsequent to the period of its actual ownership of the Project; provided howcver, that the fact
that Recognized Mortgagee has no personal liability for matters arising subsequent to the period of
its actual ownership shall not relieve or except any subsequent transferee or successor of or from such
obligations, conditions or restrictions, or deprive or limit O",ner of or with respect to any rights,
remedies or controls with respect to the Project or the construction of the Improvements.
Section 10.7 Office and Retail Magter Subleases.
Subject to the terms and conditions of this Lease, Tenant shall havc the right to enter into
individual office lInd.retail. narldne and commercial subleases at anytime and from time to time during
the term of this Lease with such subtenants, but only for uses that are not prohibited under Article 6,
and upon sueh commercially reasonable terms and conditions as Tel1ant shall, in its sole discretiol1,
deem fit and proper. At Owner's request, Tenant shall allow Owner to review; ~ inspect <1l.J COP)
any and all subleases for individual office, rctail. commercial and .dated parking subleases, for the
Projcct, Upon receipt of a written request ITom Tenant or any sublcssee under an office or rctail
sublcase, Owner shall enter into attornment and non-disturbance agrcements with sublessees in the
officc and. retaiL commercial and carking spaces of the Premises. Such attornment and
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non-disturbance agreements shall be entered into upon such tenns and conditions as are customary for
such agreements.
Sl:~t~vu 10.8 r ~ G""';.p"t;v.u \)u. Sak. vf 11.... F.u...~......l.
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If.... ?<<l Sale l"lvc...<!J~.
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Arti<:lc 11 - Mort~ag<:s
Sedion 11.1 Right to Mortgage,
(a) F.xcept as otherwise expressly provided for in this Lease, Tenant shall not
mortgage, pledge, hypothecate or otherwise encumber Tenant's Interest in the Premises.
(b) Tenant shall have the right to mortlZa2e nledlZe. hvnothoeate or otherwise
encumber Tenant's Interest in the Premises to secure Debt without Owner's approval by a Recognized
Mortgage(s).
Seetion 11.2 Definitions.
(a) "Debt" means the principal amount of debt and at.v.u...d, b...l ......J'u;d, interest
thereon secured by Tenant's Interest in the Premises. together with any other amounts owed bv Tenant
under a RecolZllized Mortl!al!e to a Recol!nized Mortf!alZee. In addition, Debt shall include any debt
obtained in connection with (i) a required Casualty Restoration or Condemnation Restoration, as
applicable, if the Net Insurance Proceeds arc, or the Net Condemnation Award is, inadequate to
achieve the required Casualty Restoration or Condemnation Restoration, as applicable and (ii) a.ny
advances made by a Recognized Mortgagee with respect to Tenant's Interest in the Premises for the
payment of taxes, assessments, insurance premhuns or other costs incurred for the proteetio11 of
Tenant's Interest in the Premiscs or the liens created by the Recognizcd Mortgage, and reasonable
expenses incurred by such Recognized Mortgagee, by reason of a default by Tenant under such
Recognized Mortgage or under this Lease.
(b) "Mortgage" means any mortgage or deed of trust, and all extensions, spreaders,
splitters, consolidations, restatements, replacements, modifications and amendments thereof, that
constitutes a lien on all or a portion of Tenant's Interest in the Premises, and any security interest in
or assignment of the Lcase or the rents, issues or protits related thereto.
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subjecl to the provisions of Section 2S.1(b). Nothing contained herein shall be construed as imposing
any obligation upon any Mortgagee to so perform or comply on behalf of Tenant. Anything contained
in this Leasc to the contrary notwithstanding, Owner shall have no right to terminate this J ,ease prior
to the delivery of a Notice of Failure to Cure or following the delivery of a Notice of Failure to Cure
if, within sixty (60) days after receipt of Owner's Notice of Failure to Cure, any Recognized
Mortgagee shall:
(i) notify Owner of suchRecognizcd Mortgagee's desire to cure the matter
described in such Notice ofFailurc to Cure;
tn7Q payor cause to be paid a\1 Rental then due and in arrears as specified
in the Default Notice from Owncr to such Recognized Mortgagee
(provided, however, that such Recognized Mortgagee shall not be
required to payor cause to be paid any amounts payable by Tenant
under Section 28.1(b) to the extent such amounts relate to any Lcase
Year other than the Lease Year for which the most recent Annual
Financial Statements have bccn made available to Owner; provided
further, however, in the event that the Recognized Mortgagee (A)
provides notice to Owner pursuant to Section 1l.4(b)(i), and (8) files
a foreclosure within sixty (60) days of its receipt of the Notice of
Failure to Cure and diligently prosecutes such foreclosure, the
Recognized Mortgagee's curative obligations with regard to an Event
of Default as provided in this Section 1l.4(b)(li) shall be excused,
subject to the provisions of Section 1l.4(b)(iv), which shall be
applicable during the pendency of a foreclosure);
. (Hi) cure all Defaults by Tenant in the observance or performance of any
tenn, covenant or condition of this Lease on Tenant's part to be
observed or performed (other than the payment of Rental), or if any
such Default is of such a nature that it cannot reasonably be remedied
within such sixty (60) day period (but is otherwise reasonably
susceptible to cure), Recognized Mortgagee shall, (i) witllin sixty (60)
days after the giving of such Notice of Failure to Cure, advise Owner
of such Recognized Mortgagee's intention to institute all steps (and
from time to time, lIS reasonably requested by Owner, such Recognized
Mortgagee shall advise Owner of the steps being taken) necessary to
remedy such Default (which such steps shall be reasonably designed to
effectuate the cw:e of such Default in a professional manner), and (ii)
thereafter diligently prosecute to completion all such steps necessary
to remedy the same, it being acknowledged by Owner that, if
possession or control of the Premises is required to effect such cure,
the diligent prosecution of a foreclosure of a Recognized Mortgage,
and the continuing efforts by such Recognized Mortgagee to effect
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such cure following completion of such foreclosure, shall constitute a
part ohhe steps necessary to remedy such Default. Nothing ill this
Lease shall require a Recognized Mortgagee or its Designee OT
Foreclosure Transferee to cure any default of Tenant not reasonably
susceptible of being cured by such Person (e.g., defaults stated in
Section 25.1(e), (f), (g), (h) and. G) and (kl~ and
(iv) if such Recognized Mortgagee files a foreclosure, during the pendency
of such foreclosure, payor cause to be paid all current monthly Rental
due beginning upon the filing of such foreclosure; provided, however,
if tile foreclosure is filed as the result of a monetary defaull under its
Recognized Mortgage, Percentage Rent shall be due only if, and to the
extent that, Project Revenues are sufllcient to pay O}'~. "t;"'$ I:...p..n,G5
Perccq.ta(!e Rent after the payment of operatine: eXPenses and Debt
Service.
Notwithstanding the foregoing provisions of this Section 11.4(b), following the delivery of
a Notice of Failure to Cure, within live (5) Business Days follo"'ing the written request of any
Recognized Mortgagee (which request may be contained in the notice from such Recognized
Mortgagee to Owner given pursuant to Section 11.4(b)(i)), Owner shall deliver to such Recognized
Mortgagee a statement eerti fying the aggregate amount of Rental then due and in arrears hereunder
and the estimated per diem increase in such amount, but no such request shall increase any of the time
periods provided for in this Section 11.4(b).
Ce) Acceptance of Mortgagee's Performance. Owner shall accept performance
by a Mortgagee of any covenant, condition OT agreement on Tenant's part to be performed hereunder
with the same force and effect as though performed by Tenant.
(d) Other Rights of Mortpgees. Notwithstanding any other provision of this
Lease, no payment made to Owner by any Mortgagee shall constitute tile Mortgagee's agreement that
sueh payment was, in fact, due under the terms of this Lease.
(e) Owner's Self-Help Rights. Notwithstanding the foregoing provisions of this
Section 11.4, if a Recognized Mortgagee fails (for any reason) to cure any Default by Tenant
described in Section 11.4(b)(iii) within sixty (60) days following receipt of the Notice of failure to
Cure regarding such Default, then Owner may upon notice, but shall be under no obligation to,
perform the obligation of Tenant the breach of which gave rise to such Default, without waiving or
releasing Tenant from its obligations with respeetto such Default. Tenant hereby grants Owner access
to the Premises in order to perform any such obligation. Any amount paid by Owner in performing
Tenant's obligations as provided in this Section l1.4(c), including all costs and expenses incurred by
Ov,,"T\CT in connection therewith, shall constitute Rental hereunder and shall be reimbursed to Owner
within thirty (30) days following Owner's demand therefor, together with a late charge on amounts
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actually paid by Owner. calculated at the Late Charge Rate from the date of notice of any such
payment by Owner to the date on which payment of such amowlls is received by Owner.
(0 Acceptance of Owner's Performance. Tenant shall cause all MOltgages to
contain a provision requiring that all Mortgagees shall accept performance by Owner. within the
applicable grace periods available to Tenant, to cure defaults under any covenant, condition or
agreement on Tenant's part to be performed under such Mortgages with the same force and effect as
though performed by Tenant.
Section J 1.5 Recognized Mortgagee or its Designee as Tenant Under this Lease.
If a Recognized Mortgagee or its Designee becomes Tenant under this Lease. then, in that
event. such Recognized Mortgagee or such Designee shall, during the period of its tenancy:
(a) pay all current Rental less the Percentage Rent commencing as of the date such
Recognized Mortgagee or such Designee becomes Tenant (the "Reinstatement Date");
(b) comply with all the covenants and conditions of this Lease, except that the
payment of Rental shall be as specified in this Section lJ.5;
(c) pay a1\ Back Rent as of the Reinstatement Date in the following manner:
(i) Monthly, but only to the extent sufficient funds are received by such
Recognized Mortgagee or such Designee from Project Revenue after
deducting Operating Expenses, Debt Service and amounts paid in
Section l1.S(a) herein;
(Ii) Back Rent shall continue to aCCNe as an oblie:ation of the Reco\lr1ized
Mort\!al!C<: or its Desil!llee until paid in full; and
(d) pay all Percentage Rent as uf th" R:<.:""l'ul""."ul 0",1... follows:
(j) Tn the oeriod durinlZ the foreclosure and for so Ion!! as the Re<:oenized
Mortgaaee or its Desi\lr1ee is the tenant under this Lease. accrued but
unnaidPereental!e Rent shall be pavablemonthlv. but onlvtothe extent
that funds are available therefor after rnakinlZ the pavments set forth in
Section H.Sea). (b) and (f) above.
(i1) U'Oon a Foreclosure Transfer. anY amounts of Percentaee Rent
accrued. but unpaid_shall be forRiven. and accruals and payments of
Perccntacre Rent shall be aovemed ,?v Section 11.12ed) hereof.
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Section 11.6 Execution of New Tenant's Documents.
(n) Notice of Tcrmination. If this Lease is terminated by reason of an Event of
Default, or by reason of the rejection thcreofby or on behalf of Tenant in bankruptcy or for any other
reason, Owner shall give prompt notice thereof to each Recognized Mortgagee.
(b) Request for and Execution of New Tenant's Documenu. If, within sixty
(60) days of receipt of the notice referred to in Section 11.6(a), the Recogni",ed Mortgagee shall
request, in writing, a new leasc (the "New Tenant's Documents"), to the Recognized Mortgagee or
to a Designee or 'l'oreclosure Transferee identified in such request (other than a foreign
Instrumentality (if the Premises are owned by the City or any instrumentality of the Agency or the
City) or an Affiliate of Ten ant), then, subject to the provisions of Sections 11.6(c) and 11.7, within
ninety (90) days after Owner shall have received such request, Owner shall execute and deliver New
Tenant's Documents covering the remainder of the Term to the Recognized. Mortgagee or to any
Designee or Foreclosure Transferee that has satisfied the rcquirements set forth in Section J 0.3, 10.4.
and such Recognized Mortgagee (or its Designee or l'oreelosure Transferee) shall execute and deliver
such New Tenant's Documents to Owner within thirty (30) days following receipt thereof by such
Recol,'llized Mortgagee (or Designee or Foreclosure TraJlsferee). Such New Tenant's Documents
shall be effective upon the execution thercofby both Owner and such Recognized Mortgagee or its
Designee or Foreclosure Transferee. The New Tenant's Documents shall be at the then currcnt Rental
and otherwise contain all of the covenants, conditions, limitations and agreements, and all ofT enant's
rights and remedies. contained in this Leasc (including, without limitation, a conveyance by Owner of
all then-existing Improvements); provided, however, O"""Iler shall not be deemed to have represented
or covenanted that such New Tenant's Documents are superior to claims ofT enant, its other creditors
or ajudicia1ly appointed receiver or trustee for Tenant; providcd further, howevcr, such New Tenant's
Documents will have the same priority over any encmnbrances on thc estate of Owner which Tenant
has or had by virtue of this Lease and the Recognized Mortgagee (or its Designee or Foreclosure
Transferee) will not have any obligation to perform any acts under this Lease which shall at such time
have already been pcrformed by Tenant. Simultaneously with the making of such New Tenant's
Documents, thc party obtaining such New Tenant's Documents and all other parties junior iu priority
of interest in the Premises shall, at the option the Recognized Mortgagee or its Designee or
Foreclosure Transferee, cxccute, acknowledge and deliver such new instruments, including ncw
mortgages and new Master Subleases, as applicable, and shall make such payments and adjustments
among themselves, as shall be neccss3I)' and proper for the pwposes of restoring to each of such
parries as nearly as reasonably possible, the respective interest and status with respect to the Premises
which was possessed by the respective parties prior to the termination of this Lease as aforesaid.
Concurrently with the execution and delivery of such New Tenant's Documents, Owner shall
assign to the tenant, declarant or co-declarant (the nNew Tenant") named therein all o fits right, title
and interest in and to moneys (including, without limitation, (i) subrents collected which have not been
applied or are not being held for application to Rental and the costs incurred by Owncr to operate,
maintain and repair the Premiscs and (ii) insurance and condemnation proceeds which have not been
applied or are not being held for application to the costs incurred by Owner to restore the Premises),
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every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity
or by sLatutc or otherwise except to the extent Owner's remedies and Tenant's remedies are expressly
limited by the tenns hereof, and the exercise or beginning ofthe excrcise by Owner or Tenant of any
one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or
in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by O""ner or
Tenant of any or all other rights or remedies provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise, except to the extent Owner's remedies and Tenant's
remedies are expressly limited by the terms hereof.
Section 25.8 Remedies Under Bankruptcy and Insolvency Codes.
I f an order for relief is entered or i r any stay of proceeding or other act becomes effective
against Tenant or Tcnant's Interest in the Premises or Owner or Owner's Interest in the Premises as
applicable, in any proceeding which is commenced by or against Tenant or Owner, as applicable, tmder
the present or any future Federal Bankruptcy Code or in a proceeding which is commenced by 01'
against Tenant or Owner, as applicable, seeking a reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any other present or future applicable
federal, state or other bankruptcy or insolvency statute or law, Owner Or Tenant, as applicable, shall
be entitled to invoke any and aU rights and remedies available to it under such bankruptcy or insolvency
code, statute or law or this Lease, including, ""ithout limitation, such rights and remedies as may be
necessary to adequately protcct Owner's or Tcnant's, as applicablc, right, title and intcrest in and to the
Premises or this Lease or any part thereof and adequately assure the complete and continuous future
per[ol1nance of the other party's obligations tmder this Lease. Owner or Tenant, as applicable, may
petition the Bankruptcy Court to determine that adequate protection of Owner's or Tenant's, as
applicable, right, title and interest in and to the Premises or this Lease, and adequate assurance ofllie
complete and continuous future performance of the other party's obligations under this Lease, shall
include, without limitation, all ofthe following requirements:
(a) that the other party shall comply with all of its obligations under this Lease;
(b) in the case of a proceeding concerning Tenant, that Tenant shall continue to use
the Premises in the manner required by this Lease;
{eJQ in the case of a proceeding concerning Tenant, that Owner shall be permitted
to supervise the performance of Tenant's obligations under this Lease;
(d) in the case of a proceeding concerning Tenant, that Tenant shall hire such
security personnel as maybe necessary to insure the adequate protection and security of the Premises;
(e) in the caseofaproceeding concerning Tenant, that Tenant shall have and will
continue to have unencumbered assets after the payment of all secured obligations and administrative
expenses to assure Owner that sufficient funds will bc available to fulfill the obligations of Tenant under
this Lease; and
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(I) in the case of a proceeding concerning Tenant, that Owner ~hall be granted a
security interest acceptable to it in property of Tenant to securc the performance of Tenant's obligations
under this Lease, subject to the rights of any Recognized Mortgagcc under the Recognized Mortgage.
Section 25.9 Funds Held By Tenant.
From and after the date, if any, on which an Evcnt of Default (including, without limitation, any
Event of Default that occurs during the course of the Construction Work for the initial construction
of the Project) has been deemed to have occurred and while such Event of Dc fault shall be continuing,
Tenant shall not pay, disburse or distribute any rents, issues or profits of the Premises, or portion
thereof, the proceeds of any insurance policies covering or relating to the Premises or any portion
thereof, or any awards payable in connection with the condemnation of the Premises or any portion
thereof (except to the extent such insurance proceeds or condemnation awards are required in
connection with any Restoration to be performed pursullnt to Article 8 or 9) or any undistributed
proceeds from any sale or financing except to (i) creditors which are not Aftiliates, in payment of
amounts thcn due and owing by Tenant to such creditors with respect to work at the Premises, (ii)
Affil iatcs, in payment of amounts then due and owing by Tenant to such AtTIliates for items and services
provided to Tenant in connection with its operations conducted at the Premises or allY portion thereof,
only to the extent such amounts do not exceed that which is customarily and reasonably paid in
arms-length transactions to Persons who are not Affiliates for comparable i terns and services, and (iii)
the holdcr of a Recognized Mortgage, in payment of the principal amount of, and all unpaid and
accrued interest then outstanding under, such Recognized Mortgage and any other amounts payable
pursuant to such Recognized Mortgage and any instruments and documents related thereto.
Section 25.10 Inspection.
Owner and its representatives shall have the right, upon twenty-four (24) hours prior notice to
Tenant, to enter upon the Premises (a) to inspect the operation, sanitation, safety, maintenance and use
of the same (but Owncr shall not thereby assume any responsibility or liability for the pel'fonnanee of
Tenant's obligations hereunder, nor any liability arising from the improper performance thereof) and
(b) to conduct inspections for the purpose of determining whether a Default or Evcnt of Default has
occun'ed, provided that Owner shall be accompanied by a representative of Tenant (in areas of the
Project other than areas readily available to the general public), and provided fur\her that such entry
shall not unreasonably interfere with the operation of the Premises. Tenant agrees to makc a
representative of Tenant available to accompany Ov.ner on any such inspection.
Article 26 - Notices, Consents and Approvals
Section 26.1 Service of Notices and Other Communications.
(11) In Writing. Whenevcr it is provided herein that notice, demand, request,
consent, approval or other communication shall or may be given to, or served upon, either ofthe parties
by the other (or any Recognized Mortgagee), or whenever either of the parties desires to give or serve
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Any such Notice may be given, in the manner provided in this Section 26.1, (x) on either party's behalf
by its attorneys designated by such party by uotice hereunder, and (y) at Tenant's request, on its behalf
by any Recognized Mortgagee designated in such request.
(b) Effectiveness. Every Notice shall be effective on the date actually received, as
indicated on the receipt therefor or on the date delivery thereof is refused by the recipient thereof.
(e) References. All references in this Lease to the "date" ofNotiee shall mean the
effective date, as provided in the preceding Section 26.1(b).
Section 26.2 Consents and Approvals.
(a) Effect of Granting or Failure to Grant Approvals or Consents. All consents
and approvals which may be given under this Lease shall, as a condition oftheir effectiveness, be in
writing, The granting by a party of anyconsentto or approval of any act requiring consent or approval
under the terms of this Lease, or the failure on the part of a party to object to any such action taken
without the required consent or approval, shall not be deemed a waiver by the party whose consent was
required of its right to require such consent or approval for any other act.
(b) Standard. All consents and approvals which may be given by a party under this
Lease shall not (whether or not so indicated elsewhere in this Lease) be unreasonably withheld or
conditioned by such party and shall be given or denied within the time period provided, and ifno such
time period has been provided, within a reasonable time. In furthcrance of the foregoing, in determining
whether Owner has acted reasonably in not giving its consent or approval, the trier offaet shall take
into consideration (for so long as Owner is the City or any Governmental Authority) that Owner is a
political body governed by elected officials or persons that are appointed, directly or indirectly, by
elected officials. Upon disapproval of any request for a consent or approval, the disapproving party
shall, together with notice of such disapproval, submit to the requesting party a v.rritten statement
setting forth with specificity its reasons for sueh disapproval.
(c) Deemed Approval.
(i) If a party entitled to grant or deny its consent or approval (the
"Consenting Party") within the specified time period shall fail to do so,
then, except as otherwise provided in Section 26.2(c)(ii) and (iii), and
provided that the request for consent or approval (and the envelope in
which such request is transmitted to the extent permitted by the carrier)
bears the legend set forth below in capital letters and in a type size not
less than that provided below, the maUer for which such consent or
approval is requested shall bc deemed consented to or approved, as the
case may be:
F:\MrNSKER.\C.M.B\Lll\~ol"Placl:\Cl)mpu.reLincolnrl:\ccOr()\lndtcaS.CS-l 9A TO 6-16. wJld
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other Governmental ^uthority, as appBcable, shall be authorized to
grant consents or approvals on behalf of the City and/or other
Governmental Authority as applicable. with respect to the following
Sections of this Lease: Article 7 and Sections 14.2, 14.5{a)(ji~ tuld
f'r'ij, 20.4, 32.2(b) and 32.3.
(v) The foregoing provisions of this Section 26.2(e)M shall not be
constnled to modify Or otherwise affect a party's right to litigate the
failure of a party to act reasonably in granting or denying a request for
consent or to timely respond to a request for a consent. but such right
to Btigate shall not serve to delay the time period within which a grant
Or denial of such request is required hereunder.
(d) Remedy for Refusal to Grant Consent or Approval. If, pursuant to the terms
of this Lease. any consent or approval by Owner or Tenant is alleged to have been unreasonably
withheld, conditioned or delayed, then any dispute as to whether such consent or approval has been
unreasonably withheld, conditioned Or delayed shall be settled by litigation. In the event there shall be
a final determination that the consent or approval was unreasonably withheld, conditioned or delayed
so that the consent or approval should have been granted, the consent or approval shall be deemed
granted and the Requesting Party shall be entitled to any and all damages resulting therefrom, subject
to the limitations provided in this J .ease.
(e) No Fees, etc. Except as specifically provided herein, no fees or charges of any
kind or amount shall be required by either parlY hereto as a condition of the grant of any consent or
approval which may be required under this Lease (provided that the foregoing shall not be deemed in
any way to limit Owner acting in its governmental, as distinct from its proprietary, capacity from
charging governmental fees on a nondiscriminatory basis).
(f) Governmental Capacity. Notwithstanding anything to the contrary contained
in this Scction 26.2, the City shall not be required by this Lease to give its consent to any matter arising
from or in connection v.ith this Lease when the City is acting in its governmental capacity.
Article 27 - Certificatcs B)' Owner and Tenant
Section 27.1 Certificate of Tenant.
(a) Tenant shall, within fifteen (15) days after notice by Ov.ner, execute,
acknowledge and deliver to Owner, or any other Person specified by Owner, a written statement (which
may be relied upon by such Person) (a) certifYing (i) that this Lease is unmodified and in full force and
effect (or if there arc modifications, that this Lease, as modified, is in full force and effect and stating
such modifications) (and, if so requested, that the annexed copy of this Lease is a true, correct and
complete copy of this Lease), and (Ii) the datc to which each item of Rental payable by Tel1ant
hereunder has been paid, and (b) stating (i) whether Tenant has given Owner written notice of any
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