<PAGE> 1
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1996
Commission File Number: 000-18839
_______________
UNITED AMERICAN HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
_______________
Michigan 38-2526913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
United American Healthcare Corporation
1155 Brewery Park Boulevard, Suite 200
Detroit, Michigan 48207
(313) 393-0200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
6,560,941 Common Shares as of
November 8, 1996
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UNITED AMERICAN HEALTHCARE CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
Consolidated Balance Sheets--September 30, 1996
and June 30, 1996 2
Consolidated Statements of Operations--Three Months
Ended September 30, 1996 and 1995 4
Consolidated Statements of Cash Flows--Three Months
Ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
EXHIBITS 17
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PART 1. - ITEM 1. FINANCIAL STATEMENTS
UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
ASSETS 1996 1996
------ ------------- ---------
<S> <C> <C>
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $15,852,527 $22,962,655
Restricted cash - 716,696
Marketable securities 4,374,811 4,348,682
Accounts receivable
Commission and service fees 8,578,351 6,445,753
Capitation 2,090,143 4,729,913
Related parties 771,323 656,934
Recoverable premium taxes - 786,527
Other 1,526,308 1,278,145
----------- -----------
12,966,125 13,897,272
Refundable federal income tax 554,276 846,114
Deferred income taxes 615,511 315,511
Prepaid expenses and other 741,002 854,521
----------- -----------
Total current assets 35,104,252 43,941,451
FURNITURE AND EQUIPMENT- AT COST 17,918,317 17,103,354
Less accumulated depreciation and amortization (6,519,981) (5,680,585)
----------- -----------
11,398,336 11,422,769
INTANGIBLE ASSETS 21,440,920 21,914,170
Less accumulated amortization (2,911,811) (2,373,817)
----------- -----------
18,529,109 19,540,353
INVESTMENTS IN AND ADVANCES TO AFFILIATES 2,100,000 2,100,000
OTHER ASSETS
Marketable securities 2,902,744 2,902,744
Long-term accounts and notes receivable - related party 2,991,388 2,991,388
Statutory reserves 7,863,553 7,863,553
Sundry 2,205,064 2,314,441
----------- -----------
15,962,749 16,072,126
----------- -----------
$83,094,446 $93,076,699
=========== ===========
</TABLE>
2
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UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
LIABILITIES 1996 1996
----------- ------------- --------
<S> <C> <C>
(UNAUDITED)
CURRENT LIABILITIES
Current portion of long-term debt $2,912,500 $ 2,912,500
Accounts payable - trade 5,866,173 3,411,046
Medical claims payable 12,344,136 25,677,806
Accrued liabilities
Related parties - 297,984
Salaries and wages 718,135 889,076
Vacation and sick pay 1,194,075 1,172,202
Payroll and other taxes 493,281 270,390
----------- -----------
2,405,491 2,629,652
----------- -----------
Total current liabilities 23,528,300 34,631,004
LONG-TERM DEBT, LESS CURRENT PORTION 19,828,538 18,741,664
ACCRUED RENT 1,266,846 1,240,830
DEFERRED INCOME TAXES 641,000 641,000
CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Preferred shares-authorized, 5,000,000 shares; none
issued - -
Common shares-authorized, 15,000,000 shares; issued
and outstanding, 6,560,941 shares 10,625,382 10,625,382
Retained earnings 27,418,593 27,411,032
Unrealized net holding losses on marketable securities (214,213) (214,213)
----------- -----------
37,829,762 37,822,201
----------- -----------
$83,094,446 $93,076,699
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
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UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1996 1995
------------- -----------
<S> <C> <C>
(UNAUDITED)
REVENUES
Management fees from related parties $ 9,822,548 $14,241,821
Medical premiums 18,102,204 -
Commission and service fees 5,163,227 3,083,061
Interest and other income 523,577 373,322
------------- -----------
Total revenues 33,611,556 17,698,204
EXPENSES
Medical services 14,605,039 -
Marketing, general and administrative 16,790,974 13,518,805
Depreciation and amortization 1,377,389 761,932
Interest expense 398,593 198,159
Equity in net losses of unconsolidated affiliates - 366,058
------------- -----------
Total expenses 33,171,995 14,844,954
------------- -----------
Earnings before income tax expense 439,561 2,853,250
Income tax expense 432,000 1,433,000
------------- -----------
NET EARNINGS $ 7,561 $ 1,420,250
============= ===========
NET EARNINGS PER COMMON SHARE $ - $ .22
============= ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
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UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
1996 1995
-------------- ---------------
<C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 7,561 $ 1,420,250
Adjustments to reconcile net earnings to net cash
(used in) provided from operating activities:
Bad debt expense (credit) - (144,994)
Depreciation 831,576 419,716
Amortization 545,813 342,216
Accrued rent 26,016 26,017
Deferred income taxes (credit) (300,000) 24,200
Equity in net losses of unconsolidated affiliates - 366,058
Changes in assets and liabilities
Decrease in restricted cash 716,696 -
Decrease (increase) in accounts receivable 931,147 (1,165,148)
Decrease in refundable income taxes 291,838 1,077,341
Decrease (increase) in prepaid expenses and other 113,519 (39,694)
(Increase) in long-term accounts receivable - (261,959)
(Increase) in statutory reserves - (102,027)
Increase in accounts payable 2,455,127 168,685
(Decrease) in accrued liabilities (224,161) (1,467,845)
Decrease in medical claims payable (13,333,670) -
------------ -----------
Total adjustments (7,946,099) (757,434)
------------ -----------
Net cash (used in) provided from operating activities (7,938,538) 662,816
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of marketable securities - 784,086
Purchase of marketable securities (26,128) -
Purchase of furniture and equipment (814,963) (617,149)
Investments in and advances to affiliates - (51,482)
Decrease in intangible assets 473,250 -
Decrease (increase) in sundry assets 109,377 (144,532)
(Increase) in software development costs - (460,238)
Decrease in long-term notes receivable - 207,540
------------ -----------
Net cash (used in) investing activities (258,464) (281,775)
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings under line of credit 1,815,000 -
Payments made on long-term debt (728,126) (350,000)
------------ -----------
Net cash provided from (used in) financing activities 1,086,874 (350,000)
------------ -----------
Net (decrease) increase in cash and cash equivalents (7,110,128) 31,041
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,962,655 6,197,656
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,852,527 $ 6,228,697
============ ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for
Interest $ 395,896 $ 199,248
============ ===========
Income taxes $ 90,000 $ -
============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
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UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(Unaudited)
NOTE A - BASIS OF PREPARATION
The financial statements as of and for the three months ended September
30, 1996 and 1995 are unaudited, and in the opinion of management include all
adjustments necessary for a fair presentation thereof. The results of
operations for the period ended September 30, 1996 are not necessarily
indicative of the results of operations for the full fiscal year ending June
30, 1997. Audited June 30, 1996 financial statements can be found in the
Company's most recent Form 10-K with accompanying footnotes.
The accompanying consolidated financial statements include the accounts of
the Company and all majority owned subsidiaries. Intercompany transactions and
balances have been eliminated. Non-majority investments in affiliates in
which management has the ability to exercise significant influence are recorded
on the equity method.
Certain reclassifications have been made to the fiscal 1996 balances to
conform to the current period classifications.
NOTE B - ACQUISITIONS
OMNICARE-TN
Effective July 1, 1994 and January 31, 1996, the Company acquired a 50%
equity interest in OmniCare-TN for approximately $1.3 million in cash and an
additional 25% of the voting common stock and 100% of the preferred stock for
$11 million of which approximately $2.4 million was paid for in the form of
cash and $8.6 million in the conversion of debt to equity, respectively. This
increased the Company's ownership in the voting common stock of OmniCare-TN to
75%.
ULTRAMEDIX
Effective February 1, 1994 and January 29, 1996, the Company acquired a
30.4% equity interest in UltraMedix and a five year warrant to acquire up to
51% total equity interest in UltraMedix for approximately $1.4 million in cash
and an additional 20.6% of the voting common stock, and 100% of the preferred
stock, of UltraMedix for approximately $1.9 million in cash, respectively.
This increased the Company's ownership in the voting common stock of UltraMedix
to 51%.
These acquisitions were accounted for under the purchase method of
accounting.
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The unaudited pro forma results of operations that follow for the three
months ended September 30, 1995 assume that the OmniCare-TN and UltraMedix
acquisitions had occurred as of June 30, 1995. In addition to combining the
historical results of operations of the companies, the pro forma calculations
include adjustments for the estimated effect on the Company's historical
results of operations for amortization related to the acquisition. The pro
forma results of operations do not purport to be indicative of the results
which would actually have been obtained had the acquisitions occurred on the
date indicated or which may be obtained in the future.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------
1996 (ACTUAL) 1995 (PRO FORMA)
---------------- ----------------
<S> <C> <C>
Total revenue $33,612,000 $35,277,000
Net earnings $ 8,000 $ 575,000
Earnings per common share $ - $ .09
</TABLE>
NOTE C - NET EARNINGS PER COMMON SHARE
Net earnings per share is based on the average number of shares of common
stock outstanding during each period. The number of shares used in the
computation of earnings per share is 6,560,941 for the three months ended
September 30, 1996 and 1995.
NOTE D - CONTINGENCIES
Pursuant to the contingent promissory note related to the May 7, 1993
acquisition of CHF, the Company, depending upon CHF's earnings over seven years
from the acquisition date, could increase the purchase price by a maximum
amount of approximately $6.6 million. Through September 30, 1996, the purchase
price was increased by approximately $4.5 million.
As previously reported by the Company, certain senior officers and the
Company are named defendants in two shareholder lawsuits filed in the United
States District Court for the Eastern District of Michigan (the "Court") on
August 23 and August 24, 1995. In September 1996, these lawsuits were
consolidated as one action by the Court. The Company is aware that plaintiffs
intend to seek class status. The complaints contain common allegations that
certain senior officers and the Company issued reports and statements that
violated federal securities laws. The Company and the officers contend that
all material facts were disclosed during the alleged period and that whatever
material facts they did not disclose, if any, were already available in the
financial market place. The defendants' motion to dismiss the complaints,
filed in March 1996, was denied in September 1996. Company's management
believes that it is too early to form an opinion regarding the potential
financial impact of the lawsuits. An unfavorable outcome in excess of
insurance policy limit could have a potential adverse impact on the Company's
financial statements. The Company has agreed to indemnify the named officers
from monetary exposure in connection with the lawsuit, subject to reimbursement
by any named officer, in the event he is found not to be entitled to such
indemnification.
7
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NOTE E - DEBT
All the Company's debt is with a single financial institution.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
OVERVIEW
In fiscal 1996, the Company acquired additional ownership in previously
unconsolidated affiliates that affect the quarter to quarter comparability of
its consolidated results of operations. In January 1996, the Company purchased
an additional 20.6% and 25% of the voting common stock of UltraMedix and
OmniCare-TN, respectively. This increased the Company's ownership in UltraMedix
and OmniCare-TN to 51% and 75%, respectively. The acquisitions were accounted
for under the purchase method of accounting and accordingly, these now
majority-owned entities are included in the Company's consolidated financial
results. Overall, the operations of UltraMedix and Omnicare-TN resulted in a
net loss before income taxes of $.2 million for the three months ended September
30, 1996. The loss is attributable to an UltraMedix medical loss ratio of
approximately 91% that contributed to that plan recognizing losses before income
taxes of $1.1 million. A corrective action plan is in the process of being
implemented to address the high level of medical cost incurred as well as
re-evaluate the efficiency and effectiveness of overall operational and
administrative controls and processes.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995
Total revenues increased $15.9 million (90%) from $17.7 million in fiscal
1996 to $33.6 million in fiscal 1997.
HMO medical premium revenues were $18.1 million, of which $15.4 million
and $2.7 million related to OmniCare-TN and UltraMedix, respectively. The
average per member per month ("PMPM") premium rate for OmniCare-TN and
UltraMedix was approximately $106 and $98, respectively. Based on historical
annual contract adjustments by the respective state agencies, management
expects nominal premium rate increases for the existing OmniCare-TN and
UltraMedix membership in fiscal 1997.
Management fees were $9.8 million in fiscal 1997, a decrease of $4.4
million (31%) over fees of $14.2 million in fiscal 1996, due, in part, to the
operated managed plans and included: (i)
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decreased operating revenues of OmniCare-MI due primarily to a net decrease in
premium and enrollment rates of approximately 2%, which resulted in decreased
management fees of approximately $.2 million; (ii) increased operating revenues
of PPC due to increased enrollment of approximately 59%, offset by a decrease
in premium rates of approximately 15% which resulted in a net increase in
management fees of approximately $.8 million, and (iii) decreased management
fees of $.6 million from approximately $.6 million in fiscal 1996 to zero for
fiscal 1997 related to the Company's administration of OmniCare-MI's
coordination of benefits program. The premium rates at PPC were
significantly impacted by the state of Ohio's July 1996 mandated Medicaid
initiative, which required premium reductions of the participating plans.
Management expectations are that the Ohio Medicaid initiative will continue to
favorably affect PPC's fiscal 1997 enrollment and that OmniCare-MI's net
premium rates for its current membership will decline based on a recently
proposed state initiative carving out certain medical services. This rate
decline could be potentially offset by membership increases resulting from the
same state initiative and/or other changes in product mix.
The change in management fees was also due, in part, to the purchase of
majority ownership interests in UltraMedix and OmniCare-TN in January 1996,
resulting in the consolidation, and accordingly, the elimination of
intercompany activities for these entities for the three months ended
September 30, 1996 compared to the three months ended September 30, 1995.
Consolidated management fees from these two entities for the three months
ended September 30, 1995 were $4.4 million.
Commission and service fees relate primarily to the activities of CHF and
represent contract renewals and new contracts. Commission and service fees
were $5.2 million in fiscal 1997, a $2.1 million (67%) increase over fees of
$3.1 million in fiscal 1996. Approximately $.9 million of the increase is due
to the net increase in the number of groups and average rates for CHF and
approximately $1.2 million from the new SBMC contracts, the most significant of
which is the three year contract with the Injured Workers Insurance Fund that
began in June 1996.
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<PAGE> 11
Interest and other income in fiscal 1997 was $.5 million, an increase of
$.1 million (25%) over income of $.4 million in fiscal 1996.
Total expenses in fiscal 1997 were $33.2 million, an increase of $18.4
million (124%) over expenses of $14.8 million in fiscal 1996.
Medical service expenses of $14.6 million relate to OmniCare-TN and
UltraMedix which were $12.1 million and $2.5 million, respectively. The
percentage of premium revenues to medical services or the medical loss ratio
("MLR") was 79% and 91% for OmniCare-TN and UltraMedix, respectively.
Ultimately the plans' profitability will be dependent on the plans' ability to
control health care costs. In fiscal 1997, management believes that the MLR
could increase at OmniCare-TN, due primarily to the change in the membership
mix from Working Uninsured to the higher utilizing Medicaid segment, and
expects a decrease in the MLR for UltraMedix as a result of an expected
increased membership base to spread the medical risk, the renegotiations of
provider contracts and other corrective actions to reduce medical cost.
Marketing, general and administrative expenses ("MG&A") increased $3.3
million (24%) from $13.5 million in fiscal 1996 to $16.8 million in fiscal
1997. MG&A as a percentage of management fees or commissions and service fees
for the management of PPC decreased 15% from 101% in fiscal 1996 to 86% in
fiscal 1997, due primarily to the mandated state Medicaid initiative increasing
enrollment but reducing the overall marketing effort and for CHF increased 6%
from 66% in fiscal 1996 to 70% in fiscal 1997, due primarily to the increased
administration of servicing new contracts. MG&A as a percentage of management
fees for the management of OmniCare-MI, increased approximately 53%, from 38%
in fiscal 1996 to 58% in fiscal 1997, due primarily to increased payroll and
promotional efforts to expand the provider network, product development,
increased allocation of overhead cost from the corporate office and preparation
for National Committee for Quality Assurance accreditation reviews.
MG&A for OmniCare-TN and UltraMedix, increased from $3.0 million in fiscal
1996 to $3.6 million in fiscal 1997, a net increase of $.6 million (20%).
Approximately $.9 million of the increase relates to consolidating the expenses
of the owned Managed Plans.
The Company's development costs in Pennsylvania, Louisiana, Georgia and
Illinois accounted for approximately $.4 million of the total MG&A increase.
In October 1996, the Company withdrew its participation from the HealthChoices
program in Pennsylvania and its pending HMO license application in Georgia.
See further discussion under Liquidity and Capital Resources.
Depreciation and amortization in fiscal 1997 was $1.4 million, an increase
of $.6 million (75%) from $.8 million in fiscal 1996. The increase was due
primarily to the amortization of goodwill related to acquisitions and computer
software of approximately $.4 million.
The $.2 million (100%) increase in interest expense from $.2 million in
fiscal 1996 to $.4 million in fiscal 1997, was due primarily to increased
borrowings against the line of credit.
10
<PAGE> 12
Equity in unconsolidated affiliates' net losses decreased $.4 million,
from $.4 million in fiscal 1996 to zero in fiscal 1997, due to the Company's
recognition of its share of the losses as a shareholder of OmniCare-TN (50%)
and UltraMedix (30.4%) through January 1996, at which time the Company acquired
a majority interest in these plans.
As a result of the foregoing, the Company recognized earnings before
income taxes of $.4 million in fiscal 1997 compared to earnings before income
taxes of $2.9 million in fiscal 1996, a $2.5 million decrease. The effective
tax rate increased from approximately 50% to 98% for the respective three
months ended September 30, primarily because goodwill amortization related to
equity investments is not tax deductible.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had (i) cash and cash equivalents and
short-term marketable securities of $20.2 million compared to $27.3 million at
June 30, 1996, (ii) working capital of $11.6 million compared to $9.3 million at
June 30, 1996, and (iii) a current assets to current liabilities ratio of
1.5-to-1 and 1.3-to-1 at September 30, 1996 and June 30, 1996, respectively. The
principal sources of funds for the Company during the three months ended
September 30, 1996 were long-term borrowings of $1.8 million, and decreases in
intangible and sundry assets of $.5 million and $.1 million, respectively,
offset by $7.9 million used in net operating activities, net purchases of
marketable securities of $.1 million, furniture and equipment additions of $.8
million, and $.7 million to repay long term debt.
As of September 30, 1996, the Company has lent United/HealthScope, Inc.
("UHI") approximately $4.2 million out of a commitment of $4.3 million. The
Company has set up allowances of $1.1 million to adjust the carrying values of
notes receivable from UHI to their estimated fair values. In May 1996, UHI
initiated a private placement memorandum seeking potential equity investors to
fund future cash flow needs. A private investment firm has expressed an
interest in making a significant investment in UHI and has completed preliminary
due diligence. The Company is currently considering an offer from this entity
to purchase its equity interest in UHI, including the value of warrants held by
the Company and the assumption or payoff of the outstanding indebtedness owed
by UHI to the Company. The parties are currently negotiating terms of the
agreement and it is the Company's expectation that the transaction will be
finalized in the 1997 fiscal year. The third party investor has loaned UHI
$700,000, in partial consideration for which the Company has subordinated its
secured position to the extent thereof. Further, the third party intends to
lend UHI an additional $800,000 in the near future. However, neither party has
committed to consummate a transaction and there can be no assurances that such
a transaction will be consummated. If funding of future cash flow needs is
not obtained by UHI, this could have a material adverse effect on the Company in
connection with its ability to collect its receivables from UHI.
PhilCare Health Systems, Inc., an HMO headquartered in Philadelphia,
Pennsylvania is 49% owned by the Company's wholly owned subsidiary, United
American Healthcare of Pennsylvania. PhilCare was developed to participate in
Pennsylvania's mandatory Medicaid pilot program,
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<PAGE> 13
HealthChoices, and in June 1996, obtained its HMO license. In connection
therewith, the Company funded PhilCare's applicable statutory reserve and net
worth requirements of $2.1 million through cash deposited at a state bank in
Pennsylvania in June, 1996. On October 31, 1996, the Company announced that it
decided to withdraw its support of PhilCare's application for participation in
the HealthChoices program. After prolonged negotiations with the Commonwealth
of Pennsylvania, management felt it was in the best interest of the Company's
shareholders to withdraw from consideration in the HealthChoices program.
However, management intends to explore other potential business opportunities
in this market.
In October 1994, the Company formed the wholly owned subsidiaries, United
American Healthcare of Georgia, Inc. and OmniCare Health Plan of Georgia, Inc.
to pursue business opportunities initially in 19 metropolitan Atlanta counties.
An application for a commercial Certificate of Authority to operate as a
licensed HMO was submitted to the Department of Human Resources and the
Department of Insurance for review. In connection therewith, the Company
funded OmniCare-GA's statutory reserve and net worth requirements in the
aggregate amount of $4.1 million in fiscal 1995. As a result of management's
re-evaluation of the Company's growth strategy and its impact on the potential
benefit to shareholder value, on October 31, 1996, management announced its
withdrawal of its licensing application in Georgia. The Company also withdrew
the $4.1 million used to fund the statutory requirements. These amounts were
initially funded from the Company's line of credit arrangement.
In fiscal 1995 the Company also provided a $1 million letter of credit on
behalf of OmniCare-LA and a $1 million capital contribution to OmniCare-LA, in
satisfaction of applicable statutory requirements. The capital contribution was
funded from the Company's line of credit arrangement.
The Company has also formed subsidiaries in Illinois, to participate in
the creation and management of an HMO for the Illinois Medicaid initiative
called MediPlan Plus and to pursue commercial opportunities, initially in the
metropolitan Chicago area. The Company has had discussions with potential
partners in the area. The HMO licensing application has been drafted and
completion is dependent upon partner selection. The application will require
approximately $2.0 million to satisfy applicable statutory requirements, which
the Company would intend to fund from operations and/or debt borrowings.
The Company anticipates that additional cash flow and working capital may
be necessitated by business expansion needs and new marketing program
requirements. The Company has submitted and expects to continue to submit
proposals to governmental, quasi-governmental and private entities to provide
managed care services. Management believes that, as it continues to pursue
other contractual relationships, the Company's cash reserves, marketable
securities, cash flows from operations and proceeds from borrowings will be
sufficient to enable the Company to continue to develop its operations, support
its anticipated business expansion and satisfy its working capital needs for
the foreseeable future.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As previously reported by the Company, certain senior officers and the
Company are named defendants in two shareholder lawsuits filed in the United
States District Court for the Eastern District of Michigan (the "Court") on
August 23 and August 24, 1995. In September 1996, these lawsuits were
consolidated as one action by the Court. The Company is aware that plaintiffs
intend to seek class status. The complaints contain common allegations that
certain senior officers and the Company issued reports and statements that
violated federal securities laws. The Company and the officers contend that
all material facts were disclosed during the alleged period and that whatever
material facts they did not disclose, if any, were already available in the
financial market place. The defendants' motion to dismiss the complaints,
filed in March 1996, was denied in September 1996. Company's management
believes that it is too early to form an opinion regarding the potential
financial impact of the lawsuits. An unfavorable outcome in excess of
insurance policy limit could have a potential adverse impact on the Company's
financial statements. The Company has agreed to indemnify the named officers
from monetary exposure in connection with the lawsuit, subject to reimbursement
by any named officer, in the event he is found not to be entitled to such
indemnification.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a new "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so
long as those statements are identified as forward-looking and are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those projected in the
statements. The Company desires to take advantage of this "safe harbor" and,
accordingly, hereby identifies the following important factors which could
cause the Company's actual financial and enrollment results to differ
materially from any such results which might be projected, forecasted,
estimated or budgeted by the Company in forward-looking statements.
13
<PAGE> 15
1. Inability to increase premiums and prospective or retroactive
reductions to premium rates commensurate with increases in medical
costs due to utilization, government regulation, or other factors.
2. Discontinuance of, limitations on or restructure of governmental-funded
programs.
3. Increases in medical cost, including increases in utilization and costs
of medical services and the effects of actions by competitors or
groups of providers.
4. Adverse state and federal legislation and initiatives, including
limitations on or reductions of premium payments; prohibition or
limitation of capitated arrangements or financial incentives to
providers; federal and state benefit mandates (including mandatory
length of stay and emergency room coverage); limitations on the
ability to manage care and utilization; and any willing provider or
pharmacy laws.
5. The shift of employers from insured to self-funded coverage resulting
in reduced margins to the Company.
6. Failure to obtain new customer bases, retain existing customer bases or
reductions in work force by existing customers; failure to sustain
commercial enrollment to maintain an enrollment mix required by
government programs.
7. Termination of management agreements by the Managed Plans.
8. Increased competition between current organizations and the entrance of
new competitors; and the introduction of new products by new and
existing competitors.
9. Adverse publicity and media coverage.
10. Inability to carry out marketing and sales plans.
11. Loss or retirement of key executives.
12. Governmental financial assessments or taxes to subsidize uncompensated
care, other insurance carriers, or academic medical institutions.
13. Termination of provider contracts or renegotiation at less
cost-effective rates or terms of payment.
14. The selection by employers and individuals of higher co-
payments/deductible/coinsurance plans with relatively lower premiums or
margins.
15. The impact upon the Company's medical loss ratio on greater net
enrollment in higher medical loss ratio lines of business such as
Medicare and Medicaid.
14
<PAGE> 16
16. Adverse regulatory determinations resulting in loss or limitations of
licensure, certification or contracts with governmental payors.
17. Higher sales, administrative or general expenses occasioned by the
need for additional advertising, marketing, administrative, or
management information systems expenditures.
18. Increases by regulatory authorities of minimum capital, reserve and
other financial solvency requirements.
19. Denial of accreditation by quality accrediting agencies, e.g.,
National Committee for Quality Assurance.
20. Adverse results from significant litigation matters.
21. Interest rates causing a reduction of investment income, or in the
market value of interest rate sensitive investments.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a).
(a) Exhibits
Exhibit Number Description of Document
-------------- -------------------------------
10 Renaissance Center Office Lease
27 Financial data schedule
(b) None.
15
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED AMERICAN HEALTHCARE CORPORATION
Dated: November 13, 1996 By: /s/ Ronald R. Dobbins
--------------------------------------
Ronald R. Dobbins
President & Chief Operating Officer
Dated: November 13, 1996 By: /s/ Jagannathan Vanaharam
---------------------------------------
Jagannathan Vanaharam
Senior Vice President-Finance & Treasurer
16
<PAGE> 18
EXHIBIT INDEX
Exhibit Number Description of Document
- -------------- -----------------------
10 Renaissance Center Office Lease
27 Financial data schedule
17
<PAGE> 1
EXHIBIT 10- RENAISSANCE CENTER OFFICE LEASE
RENAISSANCE CENTER - PHASE I
DETROIT, MICHIGAN
OFFICE LEASE
BASIC LEASE INFORMATION
<TABLE>
<S> <C>
Date: May 2, 1996
Landlord: Renaissance Center Venture, a Michigan co-partnership
Tenant: United American Healthcare Corporation, a Michigan corporation
Section 1, Office Tower: 200
Paragraph (c)
Section 1, Premises: Suite 1400, consisting of approximately 16,079 rentable
Paragraph (d) square feet.
Section l, Base Operating Expenses: 1997 Base Year
Paragraph (g)
Section l, Base Property Taxes: 1997 Base Year
Paragraph (i)
Section 1, Tenant's Percentage Share: 2.96%
Paragraph (j)
Section 2(a) Term Commencement Date: July 1, 1996
Section 2(a) Term Expiration Date: June 30, 2001
Section 3 Base Rent Year Annual Monthly
---- ------ -------
1 - 3 $273,343.08 $22,778.59
4 - 5 $305,501.04 $25,458.42
Section 31 Security Deposit: None
Section 33 Tenant's Address for Notices: 200 Renaissance Center
Suite 1400
Detroit, Ml 48243
Section 33 Landlord's Address for Notices: 400 Renaissance Center
Suite 1200
Detroit, Michigan 48243
</TABLE>
18
<PAGE> 2
BASIC LEASE INFORMATION
TABLE OF CONTENTS
Page
<TABLE>
<S> <C> <C>
1. Definitions 1
2. Term; Completion of Improvements 4
3. Rental 5
4. Use 6
5. Services 8
6. Taxes Payable by Tenant 8
7. Alterations 9
8. Liens 9
9. Repairs 9
10. Destruction or Damage 10
11. Subrogation 10
12. Indemnification and Liability Insurance 11
13. Compliance with Legal Requirements 11
14. Assignment and Subletting 13
15. Rules 13
16. Entry by Landlord 13
17. Events of Default 14
18. Remedies 15
19. Termination upon Default 15
20. Other Relief 16
21. Landlord's Right to Cure Defaults 16
22. Attorneys' Fees 16
23. Eminent Domain 16
24. Subordination 17
25. No Merger 17
26. Non-Liability of Landlord 17
27. Estoppel Certificate 18
28. No Light, Air or View Easement 18
29. Holding Over 18
30. Abandonment 18
31. Security Deposit 19
32. Waiver 19
33. Notices 20
34. Complete Agreement 20
35. Corporate Authority 20
36. Inability to Perform 20
37. Covenant of Quiet Enjoyment 21
38. Brokers 21
39. Miscellaneous 21
40. Exhibits 21
41. Additional Provisions 21
</TABLE>
Rules and Regulations
Exhibit(s) and Rider
19
<PAGE> 3
Exhibits:
- Exhibit "A" - Legal Description
- Exhibit "B" - Floor Plans(s)
- Exhibit "C" - Landlord's Work
- Exhibit "D" - Janitorial Services
- Exhibit "E" - Rules and Regulations
The provisions of the Lease identified above in the margin are those provisions
where references to particular Basic I Basic Information appear. Each such
reference shall incorporate the applicable Basic Lease Information. In the
event of any conflict between any Basic Information and the Lease, the latter
shall control.
20
<PAGE> 4
PHASE I
RENAISSANCE CENTER
OFFICE LEASE
THIS LEASE, is made and entered into by and between RENAISSANCE CENTER
VENTURE, a Michigan co-partnership, as Landlord ("Landlord"), and the Tenant
designated in The Basic Lease Information, as Tenant ("Tenant").
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,
the Premises described in section l(d) below, together with the non-exclusive
right to use the Common Areas described in section 1(k) below, for the term and
subject to the terms, covenants, agreements and conditions hereinafter set
forth; to each and all of which Landlord and Tenant hereby mutually agree
Definitions
1. Unless the context otherwise specifies or requires, the following terms
shall have the meanings herein specified:
(a) The term "Basic Lease Information" shall mean the terms set forth in
the foregoing pages delineated as "Basic lease Information," which terms are
hereby incorporated in this Lease as if set forth in full. In the event of any
conflict between any Basic Lease Information and this Lease, the latter shall
control.
(b) The termss "Phase I Complex" shall mean the land and other real
property in the parcel more particularly described on Exhibit "A" hereto, the
buildings constructed or being constructed thereon known as 100 Renaissance
Center, 200 Renaissance Center, 300 Renaissance Center and 400 Renaissance
Center, the Westin Hotel (hereinafter referred to as the "Hotel"), the three
level podium structure upon which such bui1d1ngs are located and retail areas
located within the podium structure (hereinafter referred to as the "Retail
Premises"), parking areas and all other improvements on or appurtenances to
said parcel. Landlord reserves the right to Cake such changes, alterations,
additions, improvements, repairs or replacements in or to the Phase I Complex
(including the Premises) and the fixtures and equipment thereof, as wells the
street entrances, halls, passages, elevators, escalators and stairways and
other parts of the Phase I Complex, and to erect, maintain, and use pipes,
ducts and conduits in and through the Premises, all as it may reasonably deem
necessary or desirable; provided, however, that there be no unreasonable
obstruction of the means of access to the Premises or unreasonable interference
with the use of the Premises.
(c) The term "Office Tower" shall mean the office building of the Phase I
Complex, specified in the Basic Lease Information, of which the Premises forms
a part.
(d) The term "Premises" shall mean the portion of the Office Tower located
on the floor(s) specified in the Basic Lease Information which is outlined on
the floor plan(s) attached hereto as Exhibit "B". All of the perimeter walls
of the Premises, any balconies, terraces or roofs adjacent to the Premises any
space in and/or adjacent to the Premises used for shafts, stairways, stacks,
other utilities, sinks, fan rooms or other facilities of the Phase I Complex,
and the use thereof, as well as access thereto through the Premises (at and for
such times as shall not unreasonably interfere with Tenant's business) for the
purpose of such use and the operation, improvement, replacement, addition,
repair, maintenance or decoration thereof, are expressly reserved to Landlord.
21
<PAGE> 5
(e) The term "Operating Expenses" shall mean (1) the actual cost incurred
by Landlord with respect to the operation, maintenance and repair of the Phase
I Complex which are properly allocable to the Office Tower, including, without
limitation, the costs incurred for air conditioning; mechanical ventilation;
heating; cleaning; rubbish removal; snow removal; general landscaping and
maintenance; window washing (interior and exterior, including inside
partitions); elevators escalators; porter and matron service; electric current
for Common Areas; steam; management fees (the management fee shall not exceed
5% of the gross receipts), protection and security service; repairs,
maintenance; fire, extended coverage, boiler, sprinkler, apparatus, public
liability and property damage insurance; supplies, wages, salaries, disability
benefits, pensions, hospitalization, retirement plans and group insurance
respecting service and maintenance employees; uniforms and working clothes for
such employees and the cleaning thereof; expenses imposed pursuant to any
collective bargaining agreement with respect to such employees; payroll, social
security, unemployment and other similar taxes with respect to such employees;
sales, use and other similar taxes; water rates and sewer rents; depreciation
of all hand tools and other moveable equipment and personal property, which is,
or should be capitalized on the books of Landlord, and the cost of hand tools
and other moveable equipment and personal property, which need not be so
capitalized, as well as the cost of maintaining all such hand tools and
moveable equipment, the fair rental value for floor space occupied for parts
storage, maintenance shops and the like, and any other costs, charges and
expenses which, under generally accepted accounting principles and practices,
would be regarded as maintenance and operating expenses, and (2) the cost or
portion thereof properly allocable to the Office Tower of any capital
improvements made to the Phase I complex by Landlord after the Term
Commencement Date that reduce other Operating Expenses, or made to the Phase I
Complex by Landlord after the date of this Lease that are required under any
governmental law or regulation that was not applicable to the Phase I Complex
at the time it was constructed, such cost or allocable portion thereof to be
amortized over such reasonable period as Landlord shall determine, together
with interest on the amortized balance at the rate as may have been paid by
Landlord on funds borrowed for the purpose of constructing such capital
improvements or if such funds are not borrowed, at one hundred thirty percent
(130%) of the "prime rate" from time to time (such 'prime rate' shall be the
rate charged by National Bank of Detroit to its most credit worthy customers on
unsecured ninety day loans, or the successor to such rate, as reasonably
selected by Landlord). Operating Expenses shall not include Property Taxes;
depreciation on the Phase I Complex other than depreciation on exterior window
draperies provided by Landlord and carpeting in Common Areas and other than as
set forth above; costs of services or repairs and maintenance which are paid
for by proceeds of insurance, by other tenants or third parties; advertising
public relations and promotions attributable to Landlord's efforts to increase
or maintain the occupancy rate in the Phase I Complex; costs allocated to the
operation of the Retail Areas, the Hotel and parking areas of the Phase I
Complex; tenants' improvements, real estate brokers' commissions, interest and
capital items other than those referred to in clause (2) above.
Landlord shall have the right to aggregate the Operating Expenses of the
four office towers located within the Phase I Complex and allocate twenty-five
percent (25%) of such aggregate Operating Expenses to the Office Tower.
(f) The term "Adjusted Operating Expenses" shall mean Operating Expenses
as adjusted to equal Landlord's reasonable estimate of Operating Expenses had
the total rentable office area of the Phase I Complex been occupied. Landlord
and Tenant acknowledge that certain of the costs of operation, maintenance and
repair of the Phase I Complex are to be allocated by Landlord entirely to the
floors of office space, certain of such costs are to be allocated entirely to
the Retail Areas, Hotel or parking areas, and certain of such costs are to be
allocated among the floors of office space, Retail Areas, Hotel and parking
areas. The determination of such costs and their allocation shall be
reasonable and non-discriminatory and in accordance with generally accepted
accounting principles applied on a consistent basis.
(g) The term "Base Operating Expenses" shall mean the amount specified in
the Basic Lease Information.
(h) The term "Property Taxes" shall mean the amount properly allocable to
the Office Tower of all ad Valorem real property taxes and assessments, special
or otherwise, levied upon or with respect to the Phase I Complex or the rent
and additional charges payable hereunder, imposed by any taxing authority
having jurisdiction. The amount allocable to the Office Tower shall be
determined by Landlord on a reasonable and non-discriminatory basis. Property
Taxes shall also include all taxes, levies and charges which may be assessed,
levied or imposed in replacement of, or in addition to, all or any part of ad
Valorem real property taxes as revenue sources, and which in whole or in part
are measured or calculated by or based upon the Phase I Complex, the leasehold
estate of Landlord or Tenant, or the rent and other charges payable hereunder.
22
<PAGE> 6
(I) The term "Base Property Taxes" shall mean the amount specified in the
Basic Lease Information.
(j) The term "Tenant's Percentage Share" shall mean the percentage figure
specified in the Basic Lease Information.
(k) The term "Common areas" shall mean the common and public areas in the
Phase I Complex as Landlord may designate from time to time, provided that
Landlord shall have the right to eliminate, substitute and/or re-arrange such
areas which may theretofore have been so designated as Landlord deems
appropriate in its discretion. Tenant's non-exclusive right to utilize the
Common Areas shall be in common with Landlord, other tenants and occupants of
the Phase I Complex and others to whom Landlord grants such rights from time to
time.
Term; Completion of Improvements
2. (a) The term of this Lease shall commence and, unless sooner terminated as
hereinafter provided, shall end on the dates respectively specified in the
Basic Lease Information. If Landlord, for any reason whatsoever, cannot
deliver possession of the Premises to Tenant on the Term Commencement Date,
this lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom and the Expiration Date shall
not be affected, but in that event, subject to any contrary provisions in
Exhibit "C" attached hereto, rental shall be waived for the period between the
Term Commencement Date and the time when Landlord can deliver possession.
Notwithstanding the foregoing, if possession of the Premises has not been
delivered to Tenant within ninety (90) days following the Term Commencement
Date, either Landlord or Tenant, at its option at any time within thirty (30)
days thereafter, but prior to the delivery of possession, may terminate this
Lease by notice to the other, and Landlord and Tenant shall thereupon be
released from all obligations under this Lease.
23
<PAGE> 7
(b) Prior to the Term Commencement Date, Landlord shall complete the
floor(s) in which the Premises are located and shall construct or install in
the Premises the improvements to be constructed or installed by Landlord
pursuant to the provisions of Exhibit "C", provided that Landlord shall not be
required to incur overtime costs and expenses in performing such construction.
The Premises shall be deemed completed and possession delivered when Landlord
has substantially completed these improvements subject only to the completion
of details of construction, decorations, and mechanical adjustments which do
not materially interfere with Tenant's use of the Premises, and Tenant shall
accept the same upon notice from Landlord that such improvements have been so
completed. If any dispute shall arise as to whether Landlord has so completed
these improvements, a certificate of occupancy issued by the City of Detroit
certifying the date of such completion shall be conclusive and binding of the
fact and date upon Landlord and Tenant. Landlord shall advise Tenant of the
anticipated date of completion at least thirty (30) days prior thereto, but the
failure to give such notice shall not constitute a default hereunder by
Landlord.
(c) In the event the Premises are ready for occupancy prior to the Term
Commencement Date, Tenant shall have the right to take early occupancy of the
Premises on such date as Landlord and Tenant shall agree, and notwithstanding
the Term Commencement date specified herein, the term of the Lease shall
commence upon such occupancy.
Rental
3. (a) Tenant shall pay to Landlord throughout the term of this Lease as
rental for the Premises:
(1) Tenant's Percentage Share of the total dollar increase, if any, in
(i) Adjusted Operating Expenses paid or incurred by Landlord in the calendar
year over the Base Operating Expenses, and (ii) Property Taxes paid by Landlord
in the calendar year over the Base Property Taxes.
(b) The adjustments contemplated under subparagraph (1) of paragraph (a)
above shall be made in accordance with the following procedures:
(1) Prior to the commencement of the Term and during December of each
calendar year, or as soon thereafter as practicable, Landlord shall give Tenant
notice of its estimate of the amounts payable under subparagraph (1) of
paragraph (a) above for the ensuing calendar year, Tenant shall pay to Landlord
one-twelfth (1/12) of such estimated amounts, provided that if such notice is
not given in December, Tenant shall continue to pay the amount currently payable
pursuant hereto until the month after such notice is given. If at any time or
times (including, without limitation, upon Tenant taking occupancy of the
Premises) it appears to Landlord that the amounts payable under subparagraph (1)
of paragraph (a) above for the current calendar year will vary from its estimate
by more than five percent (5%), Landlord may, by notice to tenant, revise its
estimate for such year, and subsequent payments by Tenant for such year shall be
based upon such revised estimate.
(2) Within one-hundred twenty (120) days after the close of each
calendar year or as soon after such one-hundred twenty (120) day period as
practicable, Landlord shall deliver to Tenant a statement prepared by Landlord
of the adjustments to be made pursuant to subparagraph (1) of paragraph (a)
above for such calendar year, and such statement shall be final and binding upon
Landlord and Tenant. If, on the basis of such statement, Tenant owes an amount
that is less than the estimated payments for such calendar year previously made
by Tenant, Landlord shall refund such excess to tenant. If, on the basis of
such statement, Tenant owes an amount that is more than the estimated payments
for such calendar year previously made by Tenant, Tenant shall pay the
deficiency to Landlord within thirty (30) days after delivery of the statement.
(3) If this Lease shall commence on a day other than the first day of
a calendar year or terminate on a day other than the last day of a calendar
year, the amount of adjustment to be made pursuant to subparagraph (1) of
paragraph (a) above that is applicable to the calendar year in which such
commencement or termination shall occur shall be prorated on the basis of the
number of calendar days within such year as are within the term of this Lease.
24
<PAGE> 8
(c) The installment of the Base Rent for the first month of the term shall
be paid by Tenant to Landlord upon execution of this Lease. Rental shall be
paid to Landlord on or before the first day of each and every successive
calendar month after the first month during the term hereof. In the event the
Term Commencement Date is other than the first day of a calendar month, or the
Term Expiration Date is other than the last day of a calendar month, then the
monthly rental for the first and last fractional months of the term hereof
shall be appropriately prorated.
(d) Except as above provided, rental shall be paid to Landlord without
notice or demand and without deduction or offset, in lawful money of the United
States of America at Landlord's address for notices hereunder or to such other
person or at such other place as Landlord may from time to time designate in
writing. All amounts payable by Tenant to Landlord hereunder, if not paid
when due, shall bear interest from the due date until paid at the highest rate
of interest legally permitted.
Use
4. The Premises shall be used for general office purposes and no other.
Tenant shall not do or permit to be done in or about the Premises, nor bring or
keep or permit to be brought or kept therein, anything which is prohibited by
or will in any way conflict with any law, statute, ordinance or governmental
rule or regulation now in force or which may hereafter be enacted or
promulgated, or which is prohibited by the standard form of fire insurance
policy, or will in any way increase the existing rate of or affect any fire or
other insurance upon the Phase I Complex or any of its contents, or cause a
cancellation of any insurance policy covering the Phase I Complex or any part
thereof or any of its contents, or adversely affect or interfere with any
services required to be furnished by Landlord to Tenant, or to any other
tenants or occupants of the Phase I Complex, or with the proper and economical
rendition of any such service. Tenant shall not do or permit anything to be
done in or about the Premises which will in any way obstruct or interfere with
the rights of other tenants of the Phase I Complex, or injure or annoy them, or
use or allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises or commit or suffer to be committed any waste in,
on or about the Premises.
Services
5. (a) Landlord shall maintain the Common Areas of the Phase I Complex,
including lobbies, stairs, elevators, corridors and restrooms, the windows in
the Office Tower, the mechanical, plumbing and electrical equipment servicing
the Office Tower, and the structure itself in reasonably good order and
condition except for damage occasioned by the act or omission of Tenant, which
damage shall be repaired by Landlord at Tenant's expense.
(b) Landlord will arrange for the furnishing of electricity to the
Premises, and Landlord shall elect either: (i) to charge Tenant for
electricity as determined by a separate metering at the applicable secondary
rates filed by Landlord with the proper regulating authorities in effect from
time to time covering such services, but not more than the secondary rates
which would be charged to Tenant by the public utility company; or (ii) from
time to time during the term of this Lease, Landlord may inspect the Premises
in order to evaluate Tenant's kilowatt hour electric consumption and demand,
and if as a result of such inspection, the amount charged to Tenant shall
change because of changes in demand and/or consumption, or in the cost of
electricity to Landlord, Landlord shall notify Tenant and commencing with the
first day of the next calendar month, Tenant shall pay such revised charge in
monthly installments on the first day of each month. Notwithstanding anything
herein contained to the contrary, Landlord reserves the right to terminate the
furnishing of electricity at any time upon thirty (30) days notice to Tenant,
in which event Tenant shall make application directly to the utility company
servicing the Phase I Complex for Tenant's separate supply of electric current,
and Landlord shall permit its wires and conduits to be used for such purposes,
and Landlord shall pay any cost associated with the change.
(c) Landlord shall furnish the Premises with (1) heat, ventilation and air
conditioning to the extent reasonably required for the comfortable occupancy of
the Premises from 8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to
12:00 p.m. on Saturdays (in each case except holidays), or such shorter period
as may be prescribed by any applicable policies or regulations adopted by any
utility or governmental agency, (2) elevator service, (3) restroom supplies
(except for private restrooms), (4) window washing with reasonable frequency,
and (5) janitor service as described in Exhibit "D" attached hereto, provided
that Landlord shall not provide janitorial services to any portion of the
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<PAGE> 9
Premises used for preparing, dispensing or consumption of food or beverages or
as an exhibition area or for storage, shipping room washroom or similar
purposes, or as private restrooms or a shop or for the operation of computer
data processing, reproduction duplicating or similar equipment. Landlord shall
not be in default hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the rental herein reserved be abated (notwithstanding
the foregoing, if a service or services are not provided for five (5)
consecutive business days for reasons not attributable to Tenant and Tenant is
not able to conduct its business within any portion of the Leased Premises,
base rent shall abate in an amount proportional to that portion of the Leased
Premises that are not tenantable until service or services are restored) by
reason of: (1) the installation, use or interruption of use of any equipment
in connection with the furnishing of any of the foregoing services, (2)
failure to furnish or delay in furnishing any such services when such failure
or delay is caused by accident or any condition beyond the reasonable control
of Landlord or by the making of necessary repairs or improvements to the
Premises or to the Phase I Complex, or (3) any limitation, curtailment,
rationing or restriction on use of water, electricity, gas or any other form of
energy serving the Premises or the Phase I Complex. Landlord shall use
reasonable efforts diligently to remedy any interruption in the furnishing of
such services.
(d) Notwithstanding the provisions of Section 5(c) hereof, Landlord shall
not be required to provide ventilation and air conditioning to the Premises as
therein provided if Tenant shall utilize in the Premises heat generating
equipment or lighting other than building standard lights which affect the
temperature otherwise maintained by the air conditioning system or if the
Premises are occupied by a number of persons in excess of the design criteria
of the air conditioning system.
(e) Tenant shall pay as additional rent the cost of providing all cooling
energy, including all costs associated with the installation of meters for
measuring cooling energy, to the Premises in excess of that required for normal
office use or during hours requested by Tenant when air conditioning is not
otherwise furnished by Landlord.
Taxes Payable by Tenant
6. In addition to the monthly rental and other charges to be paid by Tenant
hereunder, Tenant shall reimburse Landlord upon demand for any and all taxes
payable by Landlord (other than net income taxes and taxes included within
Property Taxes) whether or not now customary or within the contemplation of the
parties hereto: (a) upon, measured by or reasonably attributable to the cost
of value of Tenant's equipment, furniture, fixtures and other personal property
located in the Premises or by the cost or value of any leasehold improvements
made in or to the Premises by or for Tenant, other than building standard
Tenant improvements made by Landlord, if title to such improvements shall be in
Tenant's name (b) upon or with respect to the possession, leasing, operation,
management, alteration, use or occupancy by Tenant of the Premises or any
portion thereof; and (c) upon this transaction or any document to which Tenant
is a party creating or transferring an interest or an estate in the Premises.
In the event that it shall not be lawful for Tenant so to reimburse Landlord,
the monthly rental payable to Landlord under this lease shall be revised to net
to Landlord the same net rental after imposition of any such tax upon Landlord
as would have been payable to Landlord prior to the imposition of any such tax.
Alterations
7. Except for the initial improvement of the Premises pursuant to Exhibit "C"
which shall be governed by the provisions of Exhibit "C", Tenant shall not make
or suffer to be made any alterations, additions or improvements to or of the
Premises or any part thereof, or attach any fixtures or equipment thereto,
without first obtaining Landlord's consent, which consent shall not be
unreasonably withheld. All such alterations, additions and improvements shall
be performed by contractors and subject to conditions specified by Landlord.
Landlord shall be entitled to the Investment Tax Credit on eligible property
acquired or constructed at Landlord's expense. If any such alterations,
additions or improvements to the Premises consented to by Landlord shall be
made by Landlord for Tenant's account, at Tenant's discretion, Tenant shall
reimburse Landlord for the cost thereof (including a reasonable charge for
Landlord's overhead) as the work proceeds within ten (10) days after receipt of
statements therefor. All such alterations, additions and improvements shall
immediately become Landlord's property and, at the end of the term hereof,
shall remain on the Premises without compensation to Tenant unless Landlord
elects by notice to Tenant, at the time the initial consent to make such
alterations
26
<PAGE> 10
is given by Landlord, to have Tenant remove the same, in which event Tenant
shall promptly restore the Premises to their condition prior to the
installation of such alterations additions and improvements, at the
termination of this Lease.
Liens
8. Any mechanic's lien filed against the Premises or the Phase I Complex for
work claimed to have been done or materials furnished to Tenant shall be
discharged by Tenant within twenty (20) days thereafter. For the purposes
hereof, the bonding of such lien by a reputable casualty or insurance company
reasonably satisfactory to Landlord shall be deemed the equivalent of a
discharge of any such lien. Should any action, suit, or proceeding be brought
upon any such lien for the enforcement or foreclosure of the same, Tenant shall
defend Landlord therein, by counsel satisfactory to Landlord, and pay any
damages and satisfy and discharge any judgment entered therein against
Landlord.
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<PAGE> 11
Repairs
9. By entry thereunder, Tenant accepts the Premises as being in the condition
in which Landlord is obligated to deliver the Premises except for punchlist
items. Tenant shall keep the Premises and every part thereof in good
condition and repair, ordinary wear and tear. All such repairs made by or on
behalf of Tenant shall be made and performed in such manner as Landlord may
designate, by contractors or mechanics approved by Landlord and in accordance
with the rules relating thereto annex to this Lease as Exhibit "E" and all
applicable laws and regulations of governmental authorities having
jurisdiction. Tenant shall at the end of the term hereof surrender to Landlord
the Premises in the same condition as when received, ordinary wear and tear and
damage by fire, earthquake, act of God or the elements excepted. Landlord has
no obligation and has made no promise to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof and no representations
respecting the condition of the Premises or the Phase I Complex have been made
by Landlord to Tenant, except as provided for in Exhibit "C".
Destruction or Damage
10. (a) In the event the Premises or the portion of the Phase I Complex
necessary for Tenant's occupancy are damaged by fire, earthquake, act of God,
the elements or other casualty insured against by Landlord's fire and extended
coverage insurance policy covering the Phase I Complex, Land lord shall
forthwith repair the same if such repairs can, in Landlord's opinion, be made
within ninety (90) days. This lease shall remain in full force and effect
except that an abatement of rental shall be allowed Tenant for such part of the
Premises as shall be rendered unusable by Tenant in the conduct of its business
during the time such part is so unusable.
(b) If such repairs cannot, in Landlord's opinion, be made within ninety
(90) days, or if such damage or destruction is not insured against by
Landlord's fire and extended coverage insurance policy covering the Phase I
Complex, Landlord may elect, upon notice to Tenant within thirty (30) days
after the date of such fire or other casualty, to repair or restore such
damage, in which event this Lease shall continue in full force and effect, but
the rent shall be partially abated as hereinabove in this section provided. If
Landlord does not so elect to make repairs, this Lease shall terminate as of
the date of such fire and other casualty. If, in Landlord's opinion;
reasonable repairs cannot be made in ninety (90) days, Tenant shall have the
right to terminate this Lease by providing written notice to Landlord within
ten (10) days of Landlord's determination.
(c) A total destruction of the Phase I Complex shall automatically
terminate this lease.
(d) If the Premises are to be repaired under this section, Landlord shall
repair at its cost any injury or damage to the Phase I Complex itself and
building standard tenant improvements in the Premises. Tenant shall pay the
cost of repairing any other tenant improvements in the Premises and shall be
responsible for carrying such casualty insurance as it deems appropriate with
respect to such other tenant improvements.
Subrogation
11. Landlord and Tenant shall each obtain from their respective insurers under
all policies of fire insurance maintained by either of them at any time during
the term hereof insuring or covering the Phase I Complex or any portion thereof
or operations therein, a waiver of all rights of subrogation which the insurer
of one party might have against the other party, and Landlord and Tenant shall
each indemnify the other against any loss or expense, including reasonable
attorneys' fees, resulting from the failure to obtain such waiver and, so long
as such waiver is outstanding, each party waives, to the extent of the proceeds
received under such policy, any right of recovery against the other party for
any loss covered by the policy containing such waiver; provided, however, that
subrogation, Landlord or Tenant, in each instance, may revoke said waiver of
subrogation effective thirty (30) days from the date of such notice, unless
within such thirty (30) day period the other is able to secure and furnish
(without additional expense) equivalent insurance with such waivers with other
companies satisfactory to the other party.
Indemnification and Liability Insurance
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12. (a) Tenant and Landlord hereby waives all claims against each other for
damage to any property or injury of death of any person in, upon or about the
Premises arising at any time and from any cause other than solely by reason of
the negligence or willful act of the other party, its employees or contractors,
and Tenant and Landlord shall hold each other harmless from any damage to any
property or injury to or death of any person arising from the use of the
Premises by Tenant, except such as is caused by the negligence or willful act
of the other party, its contractors or employees. The foregoing indemnity
obligation of Tenant and Landlord shall include reasonable attorneys' fees,
investigation costs and all other reasonable costs and expenses incurred by the
other party from the first notice that any claim or demand is to be made or may
be made. The provisions of this paragraph (a) of Section 12 shall survive the
termination of this Lease with respect to any damage, injury or death occurring
prior to such termination.
(b) Tenant shall procure and keep in effect comprehensive general
liability insurance, including contractual liability, with minimum limits of
liability of One Million Dollars ($1,000,000) per occurrence for bodily injury
or death, and One Hundred Thousand Dollars ($100,000) per occurrence for
property damage. From time to time, Tenant shall increase the limits of such
policies to such higher limits as Landlord shall reasonably require. Such
insurance shall name Landlord as an additional named insured, shall
specifically include the liability assumed hereunder by Tenant, and shall
provide that it is primary insurance, and not excess over or contributory with
any other valid, existing and applicable insurance in force for or on behalf of
Landlord, and shall provide that Landlord shall receive thirty (30) days'
notice from the insurer prior to any cancellation or change of coverage.
Tenant shall deliver policies of such insurance or certificates thereof to
Landlord on or before the Term Commencement Date, and thereafter at least
thirty (30) days before the expiration dates of expiring policies.
Compliance with Legal Requirements
13. Tenant shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, with the requirements of any board of fire underwriters
or other similar body now or hereafter constituted, with any occupancy
certificate or directive issued pursuant to any law by any public officer or
offices, as well as the provisions of all recorded documents affecting the
Premises, insofar as any thereof related to or affect the condition, use or
occupancy of the Premises, excluding requirements of structural changes not
related to or affected by improvements made by or for Tenant or not
necessitated by Tenant's acts.
Assignment and Subletting
14. (a) Except as expressly permitted pursuant to this section, Tenant shall
not, without the prior written consent of Landlord, which consent shall not be
unreasonably withheld, assign or hypothecate this Lease or any interest herein
or sublet the Premises or any part thereof, or permit the use of the Premises
by any party other than Tenant. This Lease shall not, nor shall any interest
herein, be assignable as to the interest of Tenant by operation of law without
the consent of Landlord.
(b) If at any time or from time to time during the term of this Lease
Tenant desires to sublet all or any part of the Premises, Tenant shall give
notice to Landlord setting forth the terms of the proposed subletting and the
space so proposed to be sublet. Landlord shall have the option, exercisable
by notice given to Tenant within twenty (20) days after Tenant's notice is
given, either to sublet from Tenant such space at the rental and other terms
set forth in Tenant's notice, or, if the proposed subletting is for the entire
Premises for the balance of the term of this Lease, to terminate this Lease.
If Landlord does not exercise such option, Tenant shall be free for a period of
one hundred eighty (180) days to sublet such space to any third party subject
to the consent of Landlord, provided that:
(1) The sublease shall be on the same terms set forth in the notice
given to Landlord;
(2) No sublease shall be valid and no sublessee shall take possession
of the Premises subleased until an executed counterpart of such sublease has
been delivered to Landlord;
(3) The sublessee under any such subletting shall be such person, firm
or corporation as in Landlord's reasonable judgment is of a character and
engaged in a business in keeping with the standards in those respects
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for the Office Tower and its occupancy and shall not be a government or a
governmental authority or a subdivision or an agency or any government or
governmental authority or a tenant of Landlord;
(4) No sublessee shall have the right further to sublet; and
(5) Seventy-five percent (75%) of any sums or other economic consideration
received by Tenant as a result of such subletting whether denominated rentals
under the sublease or otherwise, which exceed, in the aggregate, the total sums
which Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to that portion of the Premises subject to such sublease)
shall be payable to Landlord as additional rental under this Lease without
affecting or reducing any other obligation of Tenant hereunder.
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, Tenant
may assign this Lease or sublet the Premises or any portion thereof, without
Landlord's consent and without extending any option to Landlord, to any
corporation which controls, is controlled by or is under common control with
Tenant, or to any corporation resulting from the merger or consolidation with
Tenant, or to any person or entity which acquires all the assets of Tenant as a
going concern of the business that is being conducted on the Premises, provided
that said assignee assumes, in full, the obligations of Tenant under this
Lease. In the event Tenant notifies Landlord that it desires to assign this
Lease or sublet the entire Premises, Landlord shall have the right to terminate
this Lease upon thirty (30) days' notice to Tenant.
(d) Regardless of Landlord's consent, no subletting or assignment shall
release Tenant of Tenant's obligation or alter the primary liability of Tenant
to pay the rental and to perform all other obligations to be performed by
Tenant hereunder. The acceptance of rental by Landlord from any other person
shall not be deemed to be a waiver by Landlord of any provision hereof.
Consent to one assignment or subletting shall not be deemed consent to any
subsequent assignment or subletting. In the event of default by any assignee
of Tenant or any successor of Tenant in the performance of any of the terms
hereof, Landlord may proceed directly against Tenant without the necessity of
exhausting remedies against such assignee or successor.
(e) In the event Tenant shall assign or sublet the Premises or request the
consent of Landlord to any assignment or subletting or if Tenant shall request
the consent of Landlord for any act that Tenant proposes to do, then Tenant
shall pay Landlord's reasonable attorney's fees and processing fees incurred in
connection therewith.
Rules
15. Tenant shall faithfully observe and comply with the rules and regulations
annexed to this Lease as Exhibit "E" and, after notice thereof, all reasonable
modifications thereof and additions thereto from time to time promulgated in
writing by Landlord. Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Phase I Complex of any
of said rules and regulations.
Entry by Landlord
16. Landlord and its designees may enter the Premises upon twenty-four (24)
hours notice except in the case of an emergency, at reasonable hours to (a)
inspect the same, (b) exhibit the same to prospective purchasers, lenders or
tenants, (c) determine whether Tenant is complying with all of its obligations
hereunder, (d) supply janitor service and any other services to be provided by
Landlord to Tenant hereunder, (e) post notices of non-responsibility, and (f)
make repairs required of Landlord under the terms hereof or repairs to any
adjoining space or utility services or make repairs, alterations or
improvements to any other portion of the Phase I Complex; provided, however,
that all such work shall be done as promptly as reasonably possible. Tenant
hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment
of the Premises or any other loss occasioned by such entry except as provided
for in this Lease. Landlord shall at all times have and retain a key with
which to unlock all of the doors in, on or about the Premises (excluding
Tenant's vaults, safes and similar areas designated in writing by Tenant in
advance); and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency in order to obtain
entry to the Premises, and any entry to the Premises obtained by Landlord by
any of said means, or otherwise, shall not under any circumstances be construed
or deemed to be a forcible or unlawful entry into or a detainer of the Premises
or an eviction, actual or constructive, of Tenant from the Premises, or
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any portion thereof and provided the emergency was not due to the fault or
negligence of Tenant, Landlord shall pay all expenses to repair damage caused
by such entry.
Events of Default
17. The occurrence of any one or more of the following events ("Events of
Default") shall constitute a breach of this Lease by Tenant; (a) if Tenant
shall fail to pay any rental within ten (10) days when and as the same becomes
due and payable; or (b) if Tenant shall fail to pay any other sum when and as
the same becomes due and payable and such failure shall continue for more than
ten (10) days; or (c) if Tenant shall fail to perform or observe any other term
hereof or of the rules and regulations referred to in Section 15 to be
performed or observed by Tenant, such failure shall continue for more than
thirty (30) days after notice thereof from Landlord, and Tenant shall not
within such thirty (30) day period commence with due diligence and dispatch
the curing of such default, or, having so commenced, shall thereafter fail or
neglect to prosecute or complete with due diligence and dispatch the curing of
such default; (d) if Tenant shall make a general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts as they
become due or shall file a petition in bankruptcy, or shall be adjudicated as
insolvent or shall file a petition in any preceding seeking any reorganization,
arrangement, composition, re-adjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, or shall file an
answer admitting or fail timely to contest the material allegations of a
petition filed against it in any such proceeding, or shall seek or consent to
or acquiesce in the appointment of any trustee, receiver or liquidation of
Tenant or any material part of its properties; or (e) if within ninety (90)
days after the commencement of any proceeding against Tenant seeking any
reorganization, arrangement, composition, re-adjustment, liquidations,
dissolution or similar relief under any present or future statute, law or
regulation, such proceeding shall not have been dismissed, or if, within ninety
(90) days after the appointment with the consent of acquiescence of Tenant, of
any trustee, receiver or liquidation of Tenant or of any material part of its
properties, such appointment shall not have been vacated; or (f) if this Lease
or any estate of Tenant hereunder shall be levied upon under any attachment or
execution and such attachment or execution is not vacated within ten (10) days.
If, as a matter of law, Landlord has no right on the bankruptcy of Tenant
to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to
assume or assign this Lease, in addition to curing or adequately assuring the
cure of all defaults existing under this Lease on Tenant's part on the date of
filing of the proceeding (such assurances being defined below), Tenant, as
debtor, or the trustee or assignee must also furnish adequate assurances of
future performance under this Lease (as defined below). Adequate assurance of
future performance under this Lease (as defined below), Adequate assurance of
curing defaults means the posting with Landlord of a sum in cash sufficient to
defray the cost of such a cure. Adequate assurance of future performance under
this Lease means posting a deposit equal to three (3) months' rent, including
all other charges payable by Tenant hereunder, such as the amounts payable
pursuant to Sections 3(a)(1) and (2), and, in the case of an assignee, assuring
Landlord that the assignee is financially capable of assuming this Lease, and
that its use of the Premises will not be detrimental to the other tenants in
the Phase I Complex or Landlord. In a reorganization under Chapter 11 of the
Bankruptcy Code, the debtor or trustee must assume this Lease or assign it
within one hundred twenty (120) days from the filing of the proceeding, or he
shall be deemed to have rejected and terminated this Lease.
Remedies
18. If any of the Events of Default shall occur, then Landlord shall have the
following remedies:
(a) Landlord at any time after the Event of Default, at Landlord's option,
may give to Tenant three (3) days' notice of termination of this Lease, and in
the event such notice is given this Lease shall come to an end and expire
(whether or not the term shall have commenced) upon the expiration of such
three (3) days, but Tenant shall remain liable for damages as provided in
Section 19.
(b) Either with or without terminating this Lease, Landlord may
immediately or at any time after the Event of Default or after the date upon
which this Lease shall expire, re-enter the Premises or any part thereof,
without notice, either by summary proceedings or by any other applicable action
or proceeding, (without being liable to indictment, prosecution or damages
therefor), and may repossess the Premises and remove any and all of Tenant's
property and effects from the Premises.
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(c) Either with or without terminating this Lease, Landlord may relet the
whole or any part of the Premises from time to time, either in the name of
Landlord or otherwise, to such tenant or tenants, for such term or terms ending
before, on or after the Term Expiration Date, at such rental or rentals and
upon such other conditions, which may include concessions and free rent
periods, as Landlord, in its sole discretion, may determine. In the event of
any such reletting, Landlord shall not be liable for the failure to collect any
rent due upon any such reletting, and no such failure shall operate to relieve
Tenant of any liability under this Lease or otherwise to affect any such
liability; and Landlord may make such repairs, replacements, alterations,
additions, improvements, decorations and other physical changes in and to the
Premises as Landlord, in its sole discretion, considers advisable or necessary
in connection with any such reletting or proposed reletting, without relieving
Tenant of any liability under this Lease or otherwise affecting such liability.
(d) Landlord shall have the right to recover the rental and all other
amounts payable by Tenant hereunder as they become due (unless and until
Landlord has terminated this Lease) and all other damages incurred by Landlord
as result of an Event of Default.
Termination Upon Default
19. Upon termination of this Lease by Landlord pursuant to Section 18, Landlord
may recover from Tenant: (a) the worth at the time of award of the unpaid
rental which had been earned at the time of termination; (b) the worth at the
time of award of the amount by which the unpaid rental which would have been
earned after termination until the time of award exceeds the then reasonable
rental value of the Premises during such period; (c) the worth at the time of
the award of the amount by which the unpaid rental for the balance of the term
of this Lease after the time of award exceeds the reasonable rental value of
the Premises for such period; and (d) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to
perform its obligations under this Lease. The "worth at the time of award" of
the amounts referred to in clauses (a) and (b) above is computed by allowing
interest at the rate of ten percent (10%) per annum or, if a higher rate is
legally permissible, at the highest rate legally permitted. The "worth at the
time of award" of the amount referred to in clause (c) above is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of
Chicago at the time of award, plus one percent (1%)
Other Relief
20. The remedies provided for in this Lease are in addition to any other
remedies available to Landlord at law or in equity by stature or otherwise.
Landlord's Right to Cure Defaults
21. All agreements and provisions to be performed by Tenant under any of the
terms of this Lease shall be at its sole cost and expense and without any
abatement of rental except as provided for in this lease. If Tenant shall fail
to pay any sum of money, other than rental, required to be paid by it hereunder
or shall fail to perform any other act on its part to be performed hereunder
and such failure shall continue for thirty (30) days after notice thereof by
Landlord, Landlord may, but shall not be obligated so to do, and without
waiving or releasing Tenant from any obligations of Tenant, make any such
payment perform any such other act on Tenant's part to be made or performed as
in this Lease provided. All sums so paid by Landlord shall be deemed
additional rent hereunder and shall be payable to Landlord on demand, and
Landlord shall have (in addition to any other right or remedy of Landlord) the
same rights and remedies in the event of the non-payment thereof by Tenant as
in the case of default by Tenant in the payment of rental.
Attorneys' Fees
22. If as a result of any breach or default in the performance of any of the
provisions of this Lease, Landlord uses the services of an attorney in order to
secure compliance with such provisions or recover damages therefore, or to
terminate this Lease or evict Tenant, Tenant shall reimburse Landlord upon
demand for any and all attorneys' fees and expenses so incurred by Landlord,
provided that if Tenant shall be the prevailing party in any legal action
Tenant shall be entitled to recover for the reasonable fees of its attorneys.
Eminent Domain
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23. If all or any part of the Premises shall be taken as a result of the
exercise of the power of eminent domain, this Lease shall terminate as to the
part so taken as of the date of taking, and, in the case of partial taking,
either Landlord or Tenant shall have the right to terminate this Lease as to
the balance of the Premises by notice to the other within thirty (30) days
after such date; provided, however, that a condition to the exercise by Tenant
of such right to terminate shall be that the portion of the Premises taken
shall be of use of the balance of the Premises. In the event of any taking,
Landlord shall be entitled to any and all compensation, damages, income, rent,
awards, except for relocation expenses or the value of any of its fixtures not
originally paid for by Landlord or any interest therein whatsoever which may be
paid or made in connection therewith, and Tenant shall have no claim against
Landlord for the value of any unexpired term of this Lease or otherwise. In
the event of a partial taking of the Premises which does not result in a
termination of this Lease, the rental thereafter to be paid shall be equitably
reduced.
Subordination
24. (a) This Lease is and shall be subject and subordinate, at all times, to
(1) the lien of any mortgage or mortgages which may now or hereafter affect the
Phase I Complex and to all advances made or hereafter to be made upon the
security thereof and to the interest thereon, and to any agreements at any time
made modifying, supplementing, extending or replacing any such mortgages, and
(2) any ground or underlying leased which may now or hereafter affect the Phase
I Complex, including all amendments, renewals, modifications, consolidation,
replacements and extensions thereof. Notwithstanding the foregoing, at the
request of the holder of any of the aforesaid mortgage or mortgages or the
lessor under the aforesaid ground or underlying lease, this Lease may be made
prior and superior to such mortgage or mortgages and/or such ground or
underlying lease, Landlord shall use its commercially reasonable effort to
obtain a nondisturbance agreement from any future lender or owner.
(b) At the request of Landlord, Tenant shall execute and deliver such
further instruments as may be reasonably required to implement the provisions
of this Section 24. Tenant hereby irrevocably, during the term of this Lease,
constitutes and appoints Landlord as Tenant's agent and attorney-in-fact to
execute any such instruments if Tenant shall fail or refuse to execute the same
within ten (10) days after notice from Landlord.
(c) If, as a condition of approving this Lease, Landlord's mortgagee shall
request reasonable modifications of this Lease, Tenant shall not unreasonably
withhold or delay its agreement to such modifications, provided that such
modifications do not increase the obligations or materially and adversely
affect the rights of Tenant under this Lease.
No Merger
25. The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies, or may, at
the option of Landlord, operate as an assignment to it of any or all such
subleases or subtenancies.
Non-Liability of Landlord
26. (a) In the event the original Landlord hereunder or any successor owner of
the Phase I Complex, shall sell or convey the Phase I Complex, all liabilities
and obligations on the part of the original Landlord or such successor owner
under this Lease accruing thereafter shall terminate, and thereupon all such
liabilities and obligations shall be binding upon the new owner. Tenant shall
attain to such new owner.
(b) Landlord shall not be responsible or liable to Tenant for any loss or
damage that may be occasioned by or through the acts or omissions of persons
occupying adjoining areas or any part of the area adjacent to or connected with
the Premises or any part of the Phase I Complex or for any loss or damage
resulting to Tenant or his property from burst, stopped or leaking water, gas,
sewer or steam pipes, or for any damage or loss of property within the Premises
from any cause other than by reason of the gross negligence or willful act of
Landlord, and no such occurrence shall be deemed to be an actual or
constructive eviction from the Premises or result in an abatement of rental,
except as provided for in Section 5.(c) of this Lease.
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(c) If Landlord shall fail to perform any covenant, term or condition of
this Lease upon Landlord's part to be performed, and, if as a consequence of
such default, Tenant shall recover a money judgment against Landlord, such
shall be satisfied only out of the proceeds of sale received upon execution of
such judgment and levied thereon against the right, title and interest of
Landlord in the Phase I Complex and out of rents or other income from the Phase
I Complex receivable by Landlord, or out of the consideration received by
Landlord from the sale or other disposition of all or any part of Landlord's
right, title and interest in the Phase I Complex, and neither Landlord nor any
of the partners comprising the partnership which is the Landlord herein shall
be liable for any deficiency.
Estoppel Certificate
27. At any time and from time to time but on not less than ten (10) days' prior
request by Landlord, Tenant will promptly execute, acknowledge and deliver to
Landlord, a certificate certifying (a) that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that this Lease is
in full force and effect, as modified, and stating the date and nature of each
modification). (b) the date, if any, to which rental and other sums payable
hereunder have been paid, (c) that no notice has been received by Tenant of any
default which has not been cured, except as to defaults specified in said
certificate, and (d) such other matters as may be reasonably requested by
Landlord. Any such certificate may be relied upon by any prospective
purchaser, mortgagee or beneficiary under any deed of trust of the Phase I
Complex or nay part thereof.
No Light, Air or View Easement
28. Any diminution or shutting off of light, air or view by any structure which
may be erected on lands adjacent to the Phase I Complex shall in no way affect
this Lease or impose any liability on Landlord.
Holding Over
29. If, without objection by Landlord, Tenant holds possession of the Premises
after expiration of the term of this Lease, Tenant shall become a tenant from
month-to-month upon the terms herein specified but at a monthly rental
equivalent to one hundred, twenty-five percent (125%) of the then prevailing
monthly rental paid by Tenant at the expiration of the term of this Lease,
payable in advance on or before the first day of each month. Each party shall
give the other notice at least one (1) month prior to the date of termination
of such monthly tenancy of its intention to terminate such tenancy.
Abandonment
30. If Tenant shall abandon or surrender the Premises, or be dispossessed by
process of law or otherwise, any personal property belonging to Tenant and left
on the Premises shall be deemed abandoned, or, at the option of Landlord, may
be removed by Landlord at Tenant's expense.
Waiver
31. (a) The waiver by Landlord of any agreement, condition or provision herein
contained shall not be deemed to be a waiver of any subsequent breach of the
same or any other agreement, condition or provision herein contained, nor shall
any custom or practice which may grow up between the parties in the
administration of the terms hereof be construed to waive or to lessen the right
of Landlord to insist upon the performance by Tenant of the terms hereof in
strict accordance with said terms. The subsequent acceptance of rental
hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any agreement, condition or provision of this Lease, other
than the failure of Tenant to pay the particular rental so accepted, regardless
of Landlord's knowledge of such preceding breach at the time of acceptance of
such rental.
Notices
32. All notices consents, requests, demands, designations or other
communications which may or are required to be given by either party to the
other hereunder shall be in writing and shall be deemed to have been duly given
when
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deposited in the United States Mail, certified or registered, postage pre-paid,
and addressed as follows: to Tenant at the address specified in the Basic
Lease Information, or to such other place as Tenant may from time to time
designate in a notice to Landlord; to Landlord at the address specified in the
Basic Lease Information, or to such other place as Landlord may from time to
time designate in a notice to Tenant; or, in the case of Tenant, delivered to
Tenant at the Premises. Tenant hereby appoints as its agent to receive the
service of all dispossessory or distant proceedings and notices thereunder the
person in charge of or occupying the Premises at the time, and, if no person
shall be in charge of or occupying the same, then such service may be made by
attaching the same on the main entrance of the Premises.
Complete Agreement
33. There are no oral agreements between Landlord and Tenant affecting this
Lease, and this Lease supersedes and cancels any and all previous negotiations,
arrangements, brochures, agreements and understanding, if any, between Landlord
and Tenant or displayed by Landlord to Tenant with respect to the subject
matter of this Lease or the Phase I Complex. There are no representations
between Landlord and Tenant other than those contained in this Lease and all
reliance with respect to any representations is solely upon such
representations.
Corporate Authority
34. If Tenant signs as a corporation, each of the persons executing this Lease
on behalf of Tenant does hereby covenant and warrant that Tenant is a fully
authorized and existing corporation, that Tenant has and is qualified to do
business in Michigan, that the corporation has full right and authority to
enter into this Lease, and that each and all of the persons signing on behalf
of the corporation were authorized to do so.
Inability to Perform
35. If, by reason of the occurrence of unavoidable delays due to acts of God,
governmental restrictions, strikes, labor disturbances, shortages of materials
or supplies or for any other cause or event beyond Landlord's reasonable
control, Landlord is unable to furnish, except as provided for in Section 2.
(a) of this Lease, or is delayed in furnishing any utility or service required
to be furnished by Landlord under the provisions of Section 5 or any other
provisions of this Lease or any collateral instrument, or is unable to perform
or make or is delayed in performing or making any installations, decorations,
repairs, alterations, additions, or improvements, whether required to be
performed or made under this Lease or under any collateral instrument, or is
unable to fulfill or is delayed in fulfilling any of Landlord's other
obligations under this Lease or any collateral instrument, no such inability or
delay shall constitute an actual or constructive eviction, in whole or in part,
or entitle Tenant to any abatement except as provided for in Section 5. (c) of
this Lease or diminution of rental or other charges due hereunder or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord or its agents by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.
Covenant of Quiet Enjoyment
36. Upon Tenant paying the rental and other charges due hereunder and
performing all of Tenant's obligations under this Lease, Tenant may peacefully
and quietly enjoy the Premises during the term of this Lease; subject, however,
to the provisions of this Lease and to any mortgages or ground or underlying
leases referred to in Section 24.
37. Tenant represents and warrants that it has dealt with not broker or agent,
except Morris and Berke, in connection with the negotiations or the
consummation of this lease or any arrangements with respect thereto. Tenant
agrees to indemnify and hold harmless Landlord against and from all liabilities
and expenses (including, without limitation, counsel fees and disbursements in
defending against such liabilities), which may accrue by reason of, on account
of, or growing out of or resulting from breach by tenant of such warranty and
representation.
Miscellaneous
35
<PAGE> 19
38. The words "Landlord" and "Tenant: as used herein shall include the plural
as well as the singular. If there be more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several. Submission of this
instrument for examination or signature by Tenant does not constitute a
reservation of or option for lease and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant. The
agreements, conditions and provisions herein contained shall, subject to the
previsions as to assignment, apply to and bind the heirs, executors,
administrators, successors and assigns of the parties hereto. Tenant shall
not, without the consent of Landlord, use the words "Renaissance Center" or the
name of the Office Tower or the Phase I Complex for any purpose other than as
the address of the business to be conducted by Tenant in the Premises.
Landlord reserves the right to select the name of the Phase I Complex and the
Office Tower and to make such changes of name as it deems appropriate from time
to time. If any provisions of this Lease shall be determined to be illegal or
unenforceable, such determination shall not affect any other provisions of this
Lease and all such other provisions shall remain in full force and effect.
This Lease shall be governed by and construed pursuant to the laws of the State
of Michigan.
Exhibits
39. The exhibit(s) and rider, if any, specified in the Basic Lease Information
are attached to this Lease and by this reference made a part here of.
Additional Provisions
40. FIRST OPPORTUNITY TO LEASE ADDITIONAL SPACE
A. Provided Tenant is not in default and has substantially
performed all of is obligations hereunder, Tenant shall have the
first opportunity to lease Suite 1300 in Tower 200 consisting of
approximately 16,079 rentable square feet for a term coterminous with
this Lease and upon such other terms and conditions set forth herein.
B. Upon notification in writing by Landlord that Landlord has a
perspective tenant for such space, Tenant shall have ten (10)
business days in which to elect in writing so to lease such space, in
which event the lease for same shall commence not more than ninety
(90) days after Landlord receives Tenant's notice and shall be
coterminous with this Lease.
C. The rental rate for said space shall be the 95% of then current
published rental rate.
D. In the event Tenant declines or fails to elect so to lease such
space and the said prospective tenant leases such space and the terms
for a period equal to or in excess of the remaining Term of the
Lease, then the First Opportunity hereby granted shall automatically
terminate and shall thereafter be null and void as to such space.
E. It is understood that this First Opportunity shall not be
construed to prevent any tenant in the Building from extending or
renewing its lease and is subordinate to any rights given to other
tenants prior to the execution of this Lease.
F. The First Opportunity hereby granted is personal to United
American HEALTHCARE Corporation, and is not transferable; in the
event of any assignment or subletting under this Lease, this First
Opportunity shall automatically terminate and shall thereafter be
null and void.
41. OPTION TO EXTEND LEASE
Provided Tenant is not in default hereunder and has substantially
performed all of the convenants and obligations of Tenant under this
Lease, Tenant shall have the option to extend this Lease (hereinafter, the
"Option") for an additional term of five (5) years (the "Extension
Period"), upon the terms and conditions hereinafter set forth:
1. Tenant shall give Landlord written notice of its election to
exercise such Option not less than 180 days nor more than 360 days
prior to the expiration of the Lease.
36
<PAGE> 20
2. If such Option is exercised, then the rental for such Extension
Period shall be at the then current published rental rate for
comparable office space at Renaissance Center, Detroit, Michigan on
the date such option is exercised.
3. It is understood and agreed that the Option is personal to
United American Healthcare Corporation and in the event of any
assignment or subleasing of any or all of the Premises said Option
shall be null and void.
37
<PAGE> 21
42. Right to Audit
Landlord shall maintain detailed books and records of Property Taxes and
Operating Expenses in accordance with general accepted accounting principles
consistently applied. Tenant shall have the right to review and/or audit such
books and records during normal business hours at the office of Landlord or its
manager located within the Phase I Complex. If the review or audit discloses
that Tenant has overpaid Tenant's Percentage Share of an increase in Adjusted
Operating Expenses and Property Taxes, Landlord shall promptly refund such
overpayment to Tenant. If such review or audit determines that Tenant has
overpaid Tenant's Percentage Share of an increase in Adjusted Operating
Expenses and Property Taxes by more than 5%, Landlord shall promptly reimburse
tenant for the reasonable costs incurred by Tenant in performing such review or
audit. IN WITNESS WHEREOF, the parties hereto have executed this Lease as
indicated below:
38
<PAGE> 22
WITNESS: LANDLORD:
RENAISSANCE CENTER VENTURE,
a Michigan co-partnership
- -------------------------
By
-------------------------
Stephen A. Horn
Its Authorized Agent
-------------------------
WITNESS: TENANT:
UNITED AMERICAN HEALTHCARE
CORPORATION
a Michigan Corporation
- ------------------------- By
-------------------------
Its
-------------------------
39
<PAGE> 23
EXHIBIT "A"
A parcel of land located in the City of Detroit, County of Wayne and State of
Michigan, to wit:
Being portions of the "Biddle Old Claims", the Plat of Part of the City of
Detroit as divided into lots by R.J. Kimball, agent for P. Berthelet, 1828,
Liber 3, Pages 472-273, City Records, The "Brush Farms" (Private Claim 1) and
the "L. Beaubien Farm (Private Claim 2) lying south of Jefferson avenue, east
of Randolph Street, west of St. Antoine Street and north of the Detroit River
and being further described as:
Beginning at a point on the southerly line of Jefferson Avenue (210 feet wide)
located North 5949'57" East 96.50 feet from the southwesterly corner of
Jefferson Avenue and Randolph Street (120 feet wide); thence, along the
southerly line of Jefferson Avenue, North 59 degrees 49'57" East 740.49 feet;
thence South 19 degrees 52'47" East 201.57 feet; thence South 30 degrees 10'03"
East 608.17 feet; thence South 59 degrees 49'57" West 735.50 feet; thence North
30 degrees 10'03" West 714.16 feet; thence North 11 degrees 36'17" West 97.41
feet to the point of beginning.
40
<PAGE> 24
EXHIBIT "C"
LANDLORD'S WORK
I. Tenant shall accept the Premises in an "as is" condition. The term "as is"
shall mean that the Premises shall be finished in its present condition, and
Landlord shall not be required to provide any further finishing of the Premises
at landlord's cost except as stated in Paragraph III below.
II. All leasehold improvements requested by Tenant to be installed by Landlord
at Tenant's expense shall be of a material, manufacture, design, capacity and
finish established or approved by Landlord. tenant agrees that Landlord shall
be reimbursed by Tenant for the total cost of all improvements furnished and
installed by Landlord on behalf of Tenant, including architectural and
engineering charges associated therewith, and the cost in connection with
supervision of the work and general conditions relating thereto, promptly upon
being billed monthly therefore based on progress of work. In any case,
Landlord will be fully reimbursed by Tenant for the cost of all improvements on
or before the term Commencement Date.
III. Landlord shall, at no cost to Tenant, construct the Premises in accordance
with the Ford & Earl drawing dated April 4, 1996 shown in Exhibit "C-1" and the
Project Estimate Worksheet dated April 11, 1996 shown in Exhibit "C-2".
41
<PAGE> 25
PROJECT ESTIMATE WORKSHEET EXHIBIT "C-2"
TENANT: UNITED AMERICAN HEALTHCARE DATE: APRIL 11, 1996
LOCATION: 200/14 ESTIMATOR: M. TAYLOR
CONTACT PERSON: FLR. AREA: 16079
PROJECT DESCRIPTION: NEW TENANT REVISED: 4-16-96
DEMOLITION
ITEM NO. UNIT EXT. UNIT COST TOTAL
A. CARPENTRY
REQUIRED CARP. DEMO LS 1 34252.75 34252.75
B. CEILINGS
C. FLOORS
D. HARDWARE
E. DRAPERY BLINDS
F. ELECTRICAL
G. MECHANICAL
H. PLUMBING
SUBTOTAL 34252.75
42
<PAGE> 26
C. FINISHES
1. WALLS 0.00 0.00
PAINT TYPE: COATS SF 0.44 7815.31
WALLCOVERING: FABRIC 0.00 0.00
VINYL SF 3162 2.30 7272.60
VINYL W.C. - OFFICE SF 1904 2.30 4379.20
PAINT ELEV. LOBBY CLG. EA 1 345.00 345.00
PAINT CORE DOORS EA 6 40.25 241.50
PAINT RESTROOMS EA 2 402.50 805.00
FINISH DOORS 0.00 0.00
PAINT CONVECTORS LF 420 4.03 1690.50
D. FLOORS
CARPET (INSTALLED) SY 1296 14.43 18704.52
UPGRADE CARPET SY 321 32.20 10336.20
VCT FLOORING SF 2007 1.55 3115.87
MARBLE LOBBY/RECEPT. ALLOWANCE 11500.00 11500.00
UPGRADE CARPET - OFFICES SY 132 32.20 4250.40
TYPE 1 0.00 0.00
TYPE 2 0.00 0.00
TYPE 3 0.00 0.00
FLOOR PREPARATIONS SF 16000 0.17 2760.00
CARPET BASE - OFFICE LF 224 2.88 644.00
CARPET BASE LF 372 2.88 1069.50
BASE - VINYL LF 2104 1.09 2298.62
E. CUSTOM WOOD FINISHES
F. CUSTOM PAINTED FINISHES
G. HARDWARE
DOOR CLOSERS EA 3 108.68 326.03
WALL BUMPERS EA 34 2.90 98.53
H. DRAPERY/BLINDS
REWORK ROD, HARD.DRAP UNIT 37 126.50 4680.50
REWORK DRAPE & HARDWARE UNIT 47 46.00 2162.00
SUBTOTAL 182956.43
43
<PAGE> 27
ELECTRICAL
A. POWER
DUPLEX OUTLET (WALL) EA 50 69.00 3450.00
DUPLEX OUTLET - DEDICATED EA 5 115.00 575.00
OUTLET - COPIER EA 2 310.50 621.00
QUAD OUTLET (WALL) EA 11 86.25 948.75
FURNITURE POWER - 3 WIRE EA 12 437.00 5244.00
FLOOR OUTLET - QUAD EA 2 339.25 678.50
FLOOR OUTLET - DUPLEX EA 1 253.00 253.00
TELEPHONE/DATA (WALL) EA 36 17.25 621.00
TELE/DATA (FURN. SYS.) EA 18 92.00 1656.00
KITCHEN EQUIPMENT 0.00 0.00
1. GARBAGE DISPOSAL EA 1 264.50 264.50
2. HOT WATER TANK EA 1 207.00 207.00
HOOK-UP POWER SCREEN EA 2 276.00 276.00
DUCT DETECTORS EA 2 1380.00 2760.00
DATA RM. OUTLETS - EA 11 115.00 1265.00
208V, 30 AMP EA 8 310.50 2484.00
HOOK-UP A/C UNIT EA 1 1092.50 1092.50
NEW TRANSFORMER/PANEL EA 1 5520.00 5520.00
B. LIGHTING
FLOUR (2X2) LAY- IN B.S. EA 10 120.75 1207.50
FLOUR (2X4) LAY- IN B.S. EA 220 126.50 27830.00
RECESSED INCANDESCENT EA 30 172.50 5175.00
SINGLE POLE SWITCH EA 32 57.50 1840.00
3-WAY SWITCH EA 8 86.25 690.00
DIMMER (WATTAGE) EA 6 109.25 655.50
EXHAUST FAN CONTROLS EA 1 247.25 247.25
EMERG. LIGHTING EA 10 276.00 2760.00
NIGHT LIGHT EA 12 40.25 483.00
EXIT LIGHT EA 12 253.00 3036.00
C. ELECTRIC STRIKE WIRING
D. INTERCONNECT/DATA CABLING
SUBTOTAL 71840.50
44
<PAGE> 28
MECHANICAL/HVAC
A. HVAC
S.A. DIFFUSER EA 48 120.75 5796.00
R.A. GRILL EA 76 56.35 4282.60
EXHAUST FAN - KITCHEN EA 1 1253.50 1253.50
VAV BOXES EA 8 2875.00 23000.00
SUPPLEMENTAL A/C UNIT - 0.00 0.00
DATA CENTER, LAB LS 1 20700.00 20700.00
THERMOSTAT - NEW EA 23 373.18 8583.03
B. PLUMBING
SINK W/SUPPLY, DRAIN, VENT EA 1 11500.00 11500.00
C. AIR BALANCING
AIR BALANCING SF 16000 0.23 3680.00
D. FIRE SUPPRESSION
FIRE SUPPRESSION LS 1 3450.00 3450.00
E. FIREPROOFING
FIREPROOFING LS 1 1150.00 1150.00
SUBTOTAL 83395.13
MISCELLANEOUS
A. ENGINEERING SERVICES M & E
ENGINEERING SERVICES SF 16000 1.38 22080.00
B. ARCHITECTURAL DESIGN SERVICES
ARCHITECTURAL DESIGN SF 16000 1.15 18400.00
C. CLEAN-UP
INITIAL CLEANING SF 16000 0.12 1840.00
D. BARRICADES
45
<PAGE> 29
EXHIBIT "D"
JANITORIAL SERVICES
A. General Services Performed on Business Days
General
1. Dust and sweep all stone, ceramic, tile, marble, terrazzo,
linoleum, rubber asphalt, vinyl asbestos or other similar types of
flooring. Waxing, if any, shall be done at the Tenant's expense.
2. Vacuum carpeted traffic areas.
3. Empty and clean wastepaper baskets and ashtrays.
4. Clean and disinfect drinking fountains and water coolers.
5. Light dusting of furniture.
6. Dust entrance doors.
Core Lavatories
1. Empty wastepaper receptacles.
2. Sweep and wet mop flooring using disinfectants.
3. Clean and disinfect all fixtures and wash and polish mirrors
and shelves.
4. Fill toilet tissue, soap and paper towel dispensers. Toilet
tissue, paper towels and soap to be furnished by the Landlord.
B. Cleaning Services Performed Weekly on Business Days
1. Dust baseboards, chair rails, file cabinets (within reach) and
desk equipment. (Personal effects will not be moved.)
2. Vacuum all carpeted areas.
C. Cleaning Services Performed Quarterly on Business Days
Perform the following high dusting, namely:
1. Dust all pictures, frames and similar wall hangings not reached
in nightly cleaning.
2. Dust clean all vertical surfaces such as walls, partitions,
doors and bucks and all other vertical surfaces not reached in
nightly cleaning.
3. Dust clean all pipes, ventilating and air conditioning louvers,
ducts, diffusers, high mouldings and other high areas not reached in
nightly cleaning.
4. Dust all lighting fixtures including exterior surfaces of
diffuser enclosures and all venetian blinds.
D. Cleaning Services Performed at Other Times on Business Days
46
<PAGE> 30
1. Wash exterior of all windows every four (4) months.
2. Wash interior of all windows every six (6) months.
E. Tenant understands that Landlord may substitute, for any of the methods
or devices set forth in this Exhibit D, other methods or devices which
will achieve substantially the same results. Landlord shall not be
required to remove any trash from the Demised Premises generated by (1)
special users of the Demised Premises, such as waste and paper disposal
for computer operation, or (2) from use of the Premises for more than one
(1) shift or (3) special personnel.
F. Tenant understands that Landlord will not be responsible to clean any
portion of the Demised Premises which is used for, or in connection with,
the preparing, dispensing or consumption of food or beverages or as an
exhibition area or an auditorium or for storage, shipping room, mail room,
workroom, mechanical area, conveyor, showroom, private restrooms, washroom
or similar purposes, medical department, laboratory or similar purposes or
which is a shop or is used for the operation of computer, data,
processing, reproduction, duplicating or similar equipment.
G. Anything hereinabove to the contrary notwithstanding, it is understood
that no services of the character provided for in this Exhibit D shall be
performed on Saturdays, Sundays or days which are holidays under the
applicable union agreements. It being further understood that the
Landlord has the right at any time and from time to time to add additional
holidays and/or change any of said holidays.
47
<PAGE> 31
EXHIBIT "E"
RULES AND REGULATIONS
1. No part or the whole of the sidewalks, parking structures, plaza area,
entrances, passages, courts, elevators, vestibules, stairways, corridors
or halls of the Phase I Complex shall be obstructed or encumbered by any
tenant or used for any purpose other than ingress and egress to and from
the space demised to such tenant.
2. No awnings or other projections shall be attached to the outside walls
or windows of the Phase I Complex. No curtains, blinds, shades or screens
(other than those furnished by Landlord as part of Landlord's Work) shall
be attached to or hung in, or used in connection with, any window or door
of the space demised to any tenant.
3. No sign, advertisement, object, notice, or other lettering shall be
exhibited, inscribed, painted, or affixed on any part of the outside or
inside of the space demised to any tenant or of the Phase I Complex.
Interior signs on doors and directory tablets, if any, shall be inscribed,
painted, or affixed for each tenant by Landlord at Tenant's expense, and
shall be of a size, color and style approved by Landlord.
4. No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the Phase I Complex, nor placed in the halls,
corridors, vestibules or other public parts of the Phase I Complex.
5. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed and
no sweeping, rubbish, rags or other substances (including, without
limitation, coffee grounds) shall be thrown therein.
6. No tenant shall bring or keep or permit to be brought or kept, any
inflammable, combustible or explosive fluid, material, chemical or
substance in or about the premises demised to such tenant.
7. No tenant shall mark, paint, drill into or in any way deface, any part
of the Phase I Complex or the premises demised to such tenant. No boring,
cutting or stringing of wires shall be permitted.
8. No cooking shall be done or permitted in the Phase I Complex by any
tenant. No tenant shall cause or permit any unusual or objectionable
odors to emanate from the space demised to such tenant.
9. Neither the whole or any part of the space demised to any tenant shall
be used for manufacturing, for the storage of merchandise, or for the sale
of merchandise, goods or property of any kind at auction.
10. No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with other tenants or occupants of the
Phase I Complex or neighboring building or premises, whether by the use of
any musical instrument, radio, television set or other audio device,
unmusical noise, whistling, singing or in any other way. Nothing shall be
thrown out of any doors, windows or skylights or down any passageways.
11. That locks or bolts of any kind shall be placed upon any of the doors
or windows in the space demised to any tenant, nor shall any changes be
made in locks or the mechanism thereof. Each tenant must, upon the
termination of his tenancy, restore to Landlord all keys to offices and
toilet rooms,
48
<PAGE> 32
either furnished to, or otherwise procured by such tenant and in the event
of the loss of any such keys, such tenant shall pay Landlord the
reasonable cost of replacement keys.
12. All removals from the Phase I Complex or the carrying in or out of the
Phase I Complex or the space demised to any tenant of any safes, freight,
furniture or bulky matter of any description must take place during such
hours and in such manner as Landlord or its agents may determine, from
time to time. Landlord reserves the right to inspect all freight to be
brought into the Phase I Complex and to exclude from the Phase I Complex
all freight which violates any of these rules and regulations or the
provisions of such tenant's lease.
13. No tenant shall use or occupy or permit any portion of the space
demised to such tenant to be used or occupied as an employment bureau or
for the storage, manufacture, or sale of liquor, narcotics or drugs. No
tenant shall engage or pay any employee in the Phase I Complex, except
those actually working for such tenant in the Phase I Complex, nor
advertise for laborers giving an address at the Phase I Complex.
14. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation of the
Phase I Complex or its desirability as a building for offices and upon
notice from Landlord, such tenant shall refrain from or discontinue such
advertising.
15. Landlord reserves the right to control and operate the public portions
of the Phase I Complex and the public facilities, as well as facilities
furnished for the common use of the tenants, in such manner as it deems
best for the benefit of the tenants generally, including, without
limitation, the right to exclude from the Phase I Complex, between the
hours of 6:00 p.m. and 8:00 a.m. on business days and at hours on
Saturdays, except 8:00 a.m. to 1:00 p.m., Sundays and holidays, all
persons who do not present a pass to the Phase I Complex signed by
Landlord or other suitable identification satisfactory to Landlord.
Landlord will furnish passes to persons for whom any tenant requests such
passes. Each tenant shall be responsible for all persons for whom it
requests such passes and shall be liable to Landlord for acts of such
persons.
16. Each tenant, before closing and leaving the space demised to such
tenant at any time, shall see that all entrance doors are locked.
17. Each tenant shall, at its expense, provide artificial light in the
space demised to such tenant for Landlord's agents, contractors and
employees while performing janitorial or other cleaning services and
making repairs or alterations in such space.
18. No space demised to any tenant shall be used, or permitted to be used,
for lodging or sleeping or for any immoral or illegal purposes.
49
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FILED
AS PART OF THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON
FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 15,852,527
<SECURITIES> 4,374,811
<RECEIVABLES> 12,966,125
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 35,104,252
<PP&E> 17,918,317
<DEPRECIATION> (6,519,981)
<TOTAL-ASSETS> 83,094,446
<CURRENT-LIABILITIES> 23,528,300
<BONDS> 0
0
0
<COMMON> 10,625,382
<OTHER-SE> (214,213)
<TOTAL-LIABILITY-AND-EQUITY> 83,094,446
<SALES> 0
<TOTAL-REVENUES> 33,611,556
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,773,402
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 398,593
<INCOME-PRETAX> 439,561
<INCOME-TAX> 432,000
<INCOME-CONTINUING> 7,561
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,561
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
