Exhibit 10.44
SUBLEASE AGREEMENT
THIS AGREEMENT, made this _________ day of November 2003, by and between
CompBenefits Corporation, a Delaware corporation, hereinafter called
("Sub-Landlord"), and Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
corporation, having its offices at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, hereinafter called ("Sub-Tenant").
WITNESSETH
"WHEREAS, on or about June 8, 1994, Vision Care, Inc., a wholly owned
subsidiary of CompBenefits Corporation, and Landlord entered into a Commercial
Lease Agreement; Whereas, on or about December 3, 1998, Vision Care, Inc., a
wholly owned subsidiary of CompBenefits Corporation and Landlord entered into a
First Amendment to the aforesaid Lease Agreement; Whereas, on or about August
31, 2001, CompBenefits Corporation and Landlord entered into a Second Amendment
to the aforesaid Lease Agreement. A copy of the Lease Agreement is attached
hereto as Exhibit "A" and incorporated by reference ("Master Lease"). Pursuant
to the Master Lease, Landlord leased the 4,862 square foot premises located at
0000 Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx (the "Premises").
WHEREAS, Sub-Landlord and Sub-Tenant desire to enter into this Sublease
Agreement whereby Sub-Landlord will sublease the Premises to Sub-Tenant, in
accordance with, the terms and conditions referenced below:
1. Use. Sub-Tenant shall only use the Premises for general office business
use and in accordance with the Master Lease.
2. Term. The Term of this Sublease shall be for a period of 36 months,
commencing on March 1, 2004 (the "Commencement Date") and shall terminate on
February 28, 2007 (the "Termination Date") which is the date of expiration of
the term of the Master Lease.
3. Monthly Rent. Subtenant agrees to pay Sub-Landlord the monthly rent as
follows plus sales tax, without deduction, setoff, notice or demand.
March 1, 2004 - August 31, 2004 Free rent - Six months
September 1, 2004 - February 28, 2005 $6,887.83 + Tax
March 1, 2005 - February 28, 2006 $7,094.47 + Tax
March 1, 2006 - February 28, 2007 $7,309.21 + Tax
Such monthly payments shall be due and payable on the first day of each and
every month of the term. Monthly payments shall be delivered to Sub-Landlord at
000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000 Attn: Facilities Manager, Xxxxxxx, XX 00000 or
to such other place as Sub-Landlord may designate from time to time in writing.
Monthly payments not received by the Sub-Landlord within five (5) calendar days
after the 1st day of every month thereof shall be subject to a late charge
payable by Sub-Tenant in an amount equal to Five Percent (5%) of such past due
rental. Late charges must be remitted immediately upon written notice.
4. Security Deposit.
(i) Sub-Tenant shall deposit with Sub-Landlord upon execution hereof
the sum of $0.00 as security for Sub-Tenant's faithful performance of
Sub-Tenant's obligations hereunder. If Sub-Tenant fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision of
this Sublease, Sub-Tenant will provide, within 5 business days, Two month's
equivalent of the then current rent. Sub-Landlord may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in
default or for the payment of any other sum to which Sub-Landlord may become
obligated by reason of Sub-Tenant's default or to compensate Sub-Landlord for
any loss or damage which Sub-Landlord may suffer thereby. If Sub-Landlord so
uses or applies all or any portion of said deposit, Sub-Tenant shall within ten
(10) days after written demand therefor deposit cash with Sub-Landlord in an
amount sufficient to restore said deposit to the full amount hereinabove stated
and Sub-Tenant's failure to do so shall be a material breach of this Sub-Lease.
Sub-
Landlord shall not be required to keep said deposit separate from its general
accounts. If Sub-Tenant performs all of Sub-Tenant's obligations hereunder, said
deposit, or so much thereof as has not theretofore been applied by Sub-Landlord,
shall be returned, without payment of interest or other increment for its use,
to Sub-Tenant at the expiration of the term hereof, and after Sub-Tenant has
vacated the Premises. No trust relationship is created herein between
Sub-Landlord and Sub-Tenant with respect to said Security Deposit.
5. Sub-Tenant's Default. In the event of Sub-Tenant's default of any of the
terms and conditions of this Sublease, Sub-Landlord shall give written notice of
said default to Sub-Tenant and Sub-Tenant shall have the opportunity to cure
said Default The time limitations involving Sub-Tenant's opportunity to cure
said Default shall be consistent with the time limitations applicable to
Sub-Landlord under the Master Lease.
6. Additional Rent. Sub-Landlord shall pay to Landlord all operating
expense pass throughs. Sub-Tenant is responsible for any and all other costs or
expenses not covered in the operating expense pass through.
7. Brokers. Sub-Landlord and Sub-Tenant acknowledge that CB Xxxxxxx Xxxxx,
Inc. and Xxxxxxxx & Company are the only brokers involved in this transaction.
Sub-Landlord is not liable for fees to any other broker.
8. Insurance. Sub-Tenant shall maintain all policies of insurance as
required by the terms of the Master Lease, as incorporated herein. In addition
to the requirements set forth in the Master Lease, Sub-Tenant shall also name
Sub-Landlord as an additional loss payee or insured under the terms of each such
policy. Sub-Landlord shall receive a copy of the Certificate evidencing the
required insurance for Sub-Tenant prior to Sub-Tenant taking possession of the
Premises, in form and content acceptable to Sub-Landlord as well as Landlord,
and Sub-Landlord shall be entitled to receive all notices generated from,
arising out of or delivered pursuant to any of the policies, including any
notices of cancellation, termination or claims incurred.
9. Financial Information. Sub-Tenant agrees to provide Sub-Landlord with a
copy of its Annual Report at such times as requested by Sub-Landlord.
10. "As-Is". Sub-Tenant takes the Premises in "AS IS" condition on the
Commencement Date. There are no warranties, representations or guarantees other
than those contained herein. If Sub-Tenant intends to make changes to the
Premises, Sub-Landlord and Landlord must approve any change in writing, in
advance.
11. Covenants of Sub-Tenant. Except as specifically stated otherwise
herein, Sub-Tenant agrees to comply with all obligations of "Tenant" under the
Master Lease. Except as otherwise provided herein, all applicable terms and
conditions of the Master Lease are incorporated into and made a part of this
Sublease.
12. Attorney's Fees. In case suit shall be brought by any party for the
breach of the provisions of this Sublease, the prevailing party shall recover
from the non-prevailing party all costs and reasonable attorney fees incurred by
the prevailing party, including those incurred on appeal.
13. Signage. Sub-Tenant will have the right to building standard signage
at Sub-Tenant's sole cost and expense. Approval must be obtained from
Sub-Landlord and Landlord in advance.
14. Landlord's Consent. This Sublease is contingent upon obtaining the
approval of Landlord.
15. Notices. All notices or demands by the parties hereto shall be in
writing and sent via certified mail, return receipt requested or overnight
courier services to the addresses below. The addresses may be changed by the
parties from time to time in writing.
Sub-Landlord Sub-Tenant
CompBenefits Corporation Xxxx Xxxxxxx Life Insurance Co,
Attn: General Counsel Attn: D. Xxxxxxx Xxxxxxx, C-07-03
000 Xxxxxxx Xxxxx Xxxx 000 Xxxxxxxxx Xxxxxx
Xxxxx 000 Xxxxxx, XX 00000
Xxxxxxx, XX 00000 With a copy to Sub-Tenant at the
Premises.
16. Renewal Rights. No renewal rights are hereby granted.
17. Governing Law. This Sublease shall be governed by and interpreted
with the laws of the State of Florida.
18. Right of First Offer. No rights of first offer are hereby granted.
19. Antenna Right. Article 20 in the Second Amendment is excluded.
In the Presence of: CompBenefits Corporation
("Sub-Landlord")
/s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Title: Ex V.P
/s/ Xxxx X Xxxxxxxxx
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Xxxx Xxxxxxx Life Insurance Company
("Sub-Tenant")
/s/ illegible By: /s/ Xxxxxxx X. Xxxxxx
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/s/ Xxxxxxx Xxxxxxx Title: Xxxxxxx X. Xxxxxx
------------------------------------- Senior Vice President
LANDLORD CONSENT:
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By:
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Title:
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