Exhibit 10.18
LEASE
The following contract of lease is made and entered into by and between THE
PHOENIX HAT COMPANY, LLC, herein represented by Xxxxxx X. Xxxxxx, Xx.,
hereinafter referred to as "Lessor," and AMERISAFE, Inc., herein represented by
its duly authorized chief executive officer, C. Xxxxx Xxxxxxx, Xx., hereinafter
referred to as "Lessee."
1.
For the consideration and upon the terms and conditions hereinafter expressed,
Lessor does rent, let and lease unto Lessee, here present and accepting the
same, for a period of ONE (1) YEAR, commencing JANUARY 1, 2005, and ending
DECEMBER 31, 2005, the following described Premises:
24,888 square feet of office space and 3,090 square feet of warehouse
space located at 0000 XXXXXXX 000 XXXX, XXXXXXXX, XXXXXXXXX, to be
used by AMERISAFE, Inc. as an office and a climate-controlled
warehouse. Attached hereto and made a part hereof as Exhibit A is a
drawing of the Premises which accurately reflects the space to be
occupied by Lessee. In addition to the Premises, the Lessor shall
provide parking spaces as needed for use by Lessee's employees and
customers/guests.
Lessor grants Lessee the option to cancel this lease upon giving written notice
of same on or before OCTOBER 1, 2004.
2.
The consideration of this lease is the payment by Lessee to Lessor of an ANNUAL
BASE RENTAL of $249,934.00, payable in monthly installments of TWENTY THOUSAND
EIGHT HUNDRED TWENTY SEVEN AND 84/100 ($20,827.84) DOLLARS each, the first
installment being due and payable on the 1st day of JANUARY, 2005, and the
remaining installments being due and payable, respectively on the 1st day of
each month thereafter.
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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3.
Lessor grants to the Lessee the option to extend this lease from the end of its
term for FOUR (4) additional periods of ONE (1) year each upon giving written
notice of same on or before JULY 1st of each year prior to the expiration date
of this lease, on the same terms and conditions as specified in the primary
lease except as to the Annual Base Rental amount which shall be $253,934.00 for
2006, $258,094.00 for 2007, $262,420.40 for 2008, and $266,919.86 for 2009. If
Lessee fails to give written notice to Lessor of its intention to exercise the
option to extend the lease by July 1st of any year, then the lease shall
terminate effective as of December 31st of that year.
4.
The Base Rental shall be subject to adjustment each calendar year, effective
January 1 of each year, but only once per calendar year, to compensate for
changes in Lessor's cost of electricity, which said Cost of Electricity is
assumed to be $50,000.00 per annum for the year of 2004. If Lessor's cost of
electricity for any calendar year increases per unit of electricity, Lessee's
Base Rental for said calendar year shall be increased by a sum equal to the
product of multiplying (a) the Cost of Electricity for the previous calendar
year times (b) the percentage increase in the cost of electricity per unit of
electricity from the previous year. Said product shall be hereinafter be
referred to as "ELECTRICAL COST INCREASES". It shall be the responsibility of
Lessor to provide Lessee with information sufficient to justify the Electrical
Cost Increases. Commencing in 2005 and each year thereafter, not later than
March 1 of each year, Lessor may elect to require that the Base Rental be
adjusted for that year retroactive to January 1 of that year, on the basis of
Lessor's estimates of Electrical Cost Increases. A final adjustment of the Base
Rental for each calendar year shall be made the following year based upon final
determination of Lessor's Electrical Cost Increases. In the event final
determination indicates that the actual
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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Electrical Cost Increases exceed Lessor's prior estimated Electrical Cost
Increases, Lessor shall be immediately due the difference. Should Lessor's
actual Electrical Cost Increases as finally determined be less than Lessor's
estimated Electrical Cost Increases, Lessee shall be due the difference as a pro
rata reduction in future Electrical Cost Increase, provided however, in no event
shall the annual Base Rental be less than the original amount. Additionally,
should the Lessee significantly change its operation in the Premises resulting
in significant additional electrical cost to the Lessor, the Parties shall
negotiate to amend the Base Rental to reflect the appropriate increase in
electrical cost.
5.
All monthly payments of rent as herein fixed shall be paid by Lessee to THE
PHOENIX HAT COMPANY, LLC, X.X. XXX 0000, XXXXXXXX, XX 00000, unless notified
differently.
6.
Lessor shall deliver the leased premises to the Lessee at the beginning of this
lease in thoroughly sanitary and tenantable condition, and, by assuming
possession, Lessee admits that it has examined the leased premises and found
them to be in good, safe, and acceptable condition.
7.
Lessor shall have sole responsibility for all maintenance and repair to the
heating and air conditioning systems, plumbing systems (including plumbing
fixtures), sewerage disposal systems, electrical systems, light fixtures
(excluding replacement of light bulbs and fluorescent tubes), and all other
equipment furnished by the Lessor. The Lessor shall be responsible for
maintaining the entire building and site in good condition throughout the term
of the lease. Lessor shall make all such repairs to the premises as may become
necessary because of breakage or other damages not attributable to the
negligence or fault of the Lessee, its employees, agents, invitees, or visitors.
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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8.
Communications cable/wire shall be provided in the lease space by the Lessor.
All communications equipment (computers, modems, multiplexers, telephone
systems, intercoms, etc.) will be installed, maintained and paid for by the
Lessee. The Lessee will order and pay for dial tone and data services from the
telephone company.
9.
Lessor shall pay for all utilities such as electricity, gas, water, and sewer.
Lessee shall be responsible for all janitorial services for the premises.
10.
If, prior to the termination of this lease, through no fault, neglect or design
of Lessee, the leased premises and/or said building be destroyed by fire or
other casualty, or be unfit for occupancy, then this lease shall be cancelled
ipso facto, unless the leased premises can be rendered fit for occupancy within
one hundred twenty (120) days from the happening of such fire or other casualty
and the Lessor commences the repairs to the damages within thirty (30) days of
the occurrence. The Lessee shall be entitled to such reduction or remission of
rent as shall be just and proportionate. If this lease be cancelled for such
cause, Lessee shall be entitled to a credit corresponding to the unexpired term
of this lease, the unearned proportion of rent shall be annulled and returned to
Lessee, and Lessor shall have the right to take possession of the leased
premises, discharged of this lease. If the leased premises and/or said building
be only so slightly injured by fire or other casualty as not to render the
premises unfit for occupancy, Lessor agrees that same shall be repaired with
reasonable diligence, in which event Lessee shall not be entitled to any
reduction or remission of rent whatever.
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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11.
Lessee agrees to carry commercially general liability insurance of $1,000,000
combined single limits per occurrence for Bodily Injury/Property Damage claims
for those incidents in which the occurrence is the result of the negligence of
the lessee.
12.
It is agreed that if the Lessee should request any sublease of the premises or
assignment of this lease, such sublease or assignment must be approved in
advance in writing by the Lessor.
13.
Any controversy or claim relating to this contract, including the construction
or application of this contract, will be settled by binding arbitration under
the rules of the American Arbitration Association, and any judgment granted by
the arbitrator(s) may be enforced in any court of proper jurisdiction.
14.
This Lease Agreement contains the entire agreement of the parties and there are
no other promises or conditions in any other agreement whether oral or written.
This Lease may be modified or amended in writing, if the writing is signed by
the party obligated under the amendment.
15.
If any portion of this Lease shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Lease is invalid or unenforceable,
but that by limiting such provision, it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced as so
limited.
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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16.
The failure of either party to enforce any provisions of this Lease shall not be
construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Lease.
17.
The rights of the parties under this Lease are cumulative, and shall not be
construed as exclusive unless otherwise required by law.
18.
This lease shall be construed in accordance with the laws of the State of
Louisiana.
19.
All notices required under this lease shall be in writing and shall be sent by
United States Mail and in the case of notices to the Lessor shall be addressed
as follows or in such manner as the Lessor shall from time to time make
notification to the Lessee:
The Phoenix Hat Company, LLC AMERISAFE, Inc.
Xxxxxx X. Xxxxxx, Xx. C. Xxxxx Xxxxxxx, Xx.
P.O. Box 1025 0000 Xxxxxxx 000 Xxxx
XxXxxxxx, XX 00000-0000 XxXxxxxx, XX 00000
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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PARISH OF XXXXXXXXXX )
STATE OF LOUISIANA )
THUS DONE AND PASSED on this 24th day of February, 2004, and in the
presence of the competent witnesses, Xxxxx Xxxxxxxx and Xxxxx XxXxxx, who
hereunto sign their names with the said appearers, and me, Notary Public, after
due reading of the whole.
Witnesses: Lessor: The Phoenix Hat Company, LLC
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxx
-------------------------------------- ---------------------------------------
By: Xxxxxx X. Xxxxxx, Xx.
/s/ Xxxxx XxXxxx
--------------------------------------
BEFORE ME: /s/ C. Xxxxx Xxxxxxxx
----------------------------
Notary Public
XX Xxx Xxxx Xx. 00000
XXXXXX OF XXXXXXXXXX )
STATE OF LOUISIANA )
THUS DONE AND PASSED on this 11th day of February, 2004, and in the
presence of the competent witnesses, Xxxxxx X. Xxxx and Xxxxx Xxxxx, who
hereunto sign their names with the said appearers, and me, Notary Public, after
due reading of the whole.
Witnesses: Lessor: The Phoenix Hat Company, LLC
/s/ Xxxxxx X. Xxxx /s/ C. Xxxxx Xxxxxxx, Xx.
-------------------------------------- ---------------------------------------
By: C. Xxxxx Xxxxxxx, Xx.
/s/ Xxxxx Xxxxx
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BEFORE ME: /s/ Xxxxx X. Xxxxxx
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Notary Public
Bar No. 25322
Lease between The Phoenix Hat Company, LLC and AMERISAFE, Inc.
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