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Exhibit 10.107
XXXXX
LEASE
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THIS LEASE AGREEMENT, dated SEP 27 1999 by and between XXXXX EQUITY. INC. a
Florida Corporation ("Landlord") with its principal office at 0000 Xxxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 32256(Federal I.D. 00-0000000) and INSURANCE
MANAGEMENT SOLUTIONS GROUP, INC., a Corporation organized and existing under
the laws of the State of Florida ("Tenant"), with its principal office at 000
Xxxxxxx Xxxxxx, Xxxxx 000 Xx. Xxxxxxxxxx, Xx. (Federal I.D. 00-0000000).
1. LEASE PROVISIONS
A. DESCRIPTION OF PREMISES D. PAYMENTS
Suite Number(s) 200 Payee XXXXX EQUITY, INC.
Building Name XXXXXXXXX Address Post Office Box D860504
Address 000 00XX XXXXXX XXXXX Xxxx/Xxxxx/Xxx Xxxxxxx, Xx. 32886-0504
County PINELLAS Tenant Account# 051083 (note on remittance)
City XX. XXXXXXXXXX
Xxxxx/Xxx XX 00000
E. NOTICES
Tenant Insurance Management Solutions
000 Xxxxxxx Xxx., Xxxxx 000
B. XXXXXX XXXX Xx. Xxxxxxxxxx, Xx. 00000
Agreed to be approximately 35507 rentable square
feet (includes Tenant's share of common area). Copy to
C. LEASE TERMS
Lease Term (Months) 61 Landlord XXXXX EQUITY, INC.
Commencement Date 15 January 2000 877 Executive Center Dr. W
Expiration Date 14 February 2005 Suite 100
Monthly Base Rent $ 41424.83 Xx. Xxxxxxxxxx, Xx. 00000
Sales or Use Tax $ 2899.73
Total $ 44324.56 Copy to XXXXX EQUITY, INC.
Security Deposit * $ 45000.00 (See Section 2 of Rider) Attn: President
HVAC Access Fee Per Hour/Unit $4.00 (See Section 7 of Rider) 0000 Xxxxxxx Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
The provisions contained in Sections 2 through 29 are incorporated into and
become a part of this Lease by reference. Tenant and Landlord have executed or
caused to be executed this Lease on the dates shown below the signatures,
effective as of the date first set forth above.
Tenant: INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. Landlord: XXXXX EQUITY, INC.
By /s/ Xxxxx X. Xxxxxx (SEAL) By /s/ Xxxxxx X. XxXxxxxx (SEAL)
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(Print Name) XXXXX X. XXXXXX (Print Name) XXXXXX X. XX XXXXXX
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Title Chairman Title Vice President
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Attest /s/ Xxxxx Xxxxxxxxx Attest /s/ Xxxx Xxx Xxxxxxx
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(Print Name) XXXXX XXXXXXXXX (Print Name) XXXX XXX XXXXXXX
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Title V.P., CFO Title
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(Corporate Seal) (Corporate Seal)
Date 9/24/99 Date 9/27/99
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Signed and Sealed in the presence of: Signed and Sealed in the presence of:
(1) /s/ Xxxx X. Xxxxxx (1)
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(Print Name) XXXX X. XXXXXX (Print Name)
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(2) /s/ Xxxxxx X. Xxxxxxxx (2)
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(Print Name) Xxxxxx X. Xxxxxxxx (Print Name)
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As to Tenant As to Landlord
Lease Form 199
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LEASE PROVISIONS INCORPORATED BY REFERENCE
2. LEASE OF PREMISES: Landlord leases to Tenant and Tenant takes from
Landlord the premises ("Premises") shown on Exhibit "A", to be used exclusively
by Tenant, in the building ("Building") on the Property ("Property") located at
the address stated in Section 1A under the terms and conditions contained in
this Lease.
3. TERM AND POSSESSION: The term of this Lease ("Term") shall commence on
the date ("Commencement Date") and expire on the date ("Expiration Date") all
stated in Section 1C unless modified under other provisions in this Lease.
Landlord agrees to have the Premises substantially completed and ready for
possession on or before Commencement Date, subject to causes or events beyond
the control of Landlord ("Unforeseen Causes"). Should there be a delay, Tenant
agrees to accept possession of the Premises within 10 days after the receipt of
written notice by Landlord of substantial completion and the Commencement Date
then shall be the first day of the calendar month immediately following the
occupancy date, and the Expiration Date shall be changed to maintain the Lease
Term in Section 1C, and these changes shall be reflected in a Lease Amendment.
4. USE: Tenant shall use the Premises for general office purposes only
and shall not use or permit the use or occupancy of the Premises in any manner
which: (a) is unlawful; (b) may be dangerous; (c) may invalidate any insurance
policy held by Landlord affecting the Building; (d) may create a nuisance,
disturb other Tenants of the Building or the occupants of neighboring Property
or injure the reputation of the Building; or (e) violates the "Rules and
Regulations," which are subject to change, of the Building, a copy of which is
available in Landlord's office, or any restriction, covenant or encumbrance of
record affecting the Property. Tenant shall be responsible for any costs
incurred by Landlord by reason of Tenant's and/or Tenant's agents', employees'
or invitees' misuse and/or damage of the Premises or common areas. Tenant shall
pay Landlord such costs as Additional Rent.
5. RENT AND SALES/USE TAX: Monthly Rent is due in advance on the first
day of each month and will be delinquent on the 10th day of the month. "Monthly
Rent" shall mean: (a) the initial monthly base rent stated in Section 1C for
the first twelve months following the Commencement Date of the Term of this
Lease ("Base Year") and (b) the adjusted Monthly Rent, as adjusted under this
Lease. Monthly Rent and any Additional Rent ("Additional Rent") (collectively
called "Rent") plus any sales or use taxes shall be paid without notice or
demand and without any deduction. Tenant agrees to pay to Landlord all Rent and
other sums under this Lease at the address specified in Section 1D, or at any
other place designated in writing by Landlord. Rent for any partial lease month
shall be prorated. Tenant's obligation to pay Rent to Landlord shall be
independent of every other covenant or obligation under this Lease. All
delinquent Rent or other sums due shall bear interest at the maximum rate
permitted by applicable law or 18% per annum, whichever is less, from the date
due until paid plus, Tenant shall pay a late payment service charge, equal to
5% of the total delinquent amount or $100.00, whichever is greater, for each
month for which payment of Rent or other sums due are not received by Landlord
when due. Tenant shall pay a charge equal to $25.00 per returned check or the
amount to which Landlord is entitled under state law, whichever is greater. No
late fees and charges shall exceed the amounts permitted by applicable state
law.
Unless Tenant has tax exempt status, in addition to the Rent and other sums due
to Landlord under this Lease, Tenant shall pay to Landlord any sales, use, or
other tax, excluding Federal or State income taxes, now or hereafter imposed
upon Rents and other sums due to Landlord under this Lease.
6. RENT ADJUSTMENT AND REAL ESTATE TAXES: Monthly Rent for each
successive twelve month period ("Lease Year") subsequent to the Base Year shall
be increased by 3% of the Monthly Rent for the previous Lease Year. Landlord
shall endeavor to notify Tenant of the amount of the adjusted Monthly Rent, in
writing, prior to the effective date of such adjustment. Tenant agrees to pay
the adjusted Monthly Rent, regardless of whether or when Landlord provides such
notice.
Tenant agrees to pay to Landlord as Additional Rent Tenant's pro-rata share of
any and all increases in real estate taxes and assessments levied against the
Property in which the Premises are located over the real estate taxes and
assessments due and payable on the Property at the commencement of this
Lease. Tenant's pro-rata share shall be based on the area in the Premises
compared to the rentable area in the Building subject to the applicable
assessment. Payment of Tenant's pro-rata share shall be paid to Landlord within
30 days after Tenant receives written notice from Landlord of any amount due.
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7. ORDINANCES AND REGULATIONS: Tenant shall comply promptly, at Tenant's
sole cost and expense, with all current and future laws, codes, ordinances,
rules and regulations of any municipal, county, state, federal or other
governmental authority, applicable to Tenant's use or occupancy of the
Premises, and shall comply with the requirements of all of Landlord's policies
of insurance at any time in force with respect to the Building in which the
Premises are located. Tenant agrees for itself and for its subtenants,
employees, agents, and invitees to comply with the "Rules and Regulations" of
the Building.
Landlord has no knowledge that any hazardous substances defined in "Rules and
Regulations" or petroleum products, other than small quantities of typical
cleaning and office equipment supplies, are located on or within the Premises
or common areas within the building in which the Premises are located. To
Landlord's knowledge, there are no hazardous substances or Petroleum products
disposed of on or in the Property which, if present, would materially or
adversely affect Tenant's use or enjoyment of the Premises, common areas of the
Building, or common parking areas serving the Building. To Landlord's
knowledge, there is no existing environmental condition caused by hazardous
substances affecting the Premises, common areas, or parking areas which would
adversely or materially affect Tenant's use and enjoyment of the Premises.
Landlord and Tenant agree each will use and dispose of all hazardous materials
and petroleum products in compliance with applicable laws, and each agrees to
indemnify and hold the other harmless from any actual loss suffered due to the
other's failure to properly dispose of hazardous materials and petroleum
products.
8. SIGNS: Tenant shall place no signs or advertising matter on the
exterior or interior of the Building or at any other location on the Property
other than within the Premises. Initial placement of Building standard
directional and identification signage shall be provided by Landlord and shall
be limited to Tenant directory of the Building and individual Tenant entry
suite identification signage and subsequent modification shall be at Tenant's
expense.
9. SERVICES: Landlord shall provide, at Landlord's expense and according
to its customary standards: (a) water from regular Building fixtures; (b)
electricity for normal business usage excluding computer rooms; (c) janitorial
services five times per week; (d) non-exclusive parking proximate to the
Building. Landlord, at its expense in accordance with its customary standards,
shall provide heating and cooling (HVAC) of the Premises Monday through Friday,
8:00 a.m. to 5:00 p.m., excluding national holidays. HVAC at other times may be
provided, at the sole cost and expense of Tenant, paid as Additional Rent,
according to the HVAC Access Fee Per Hour/Unit provided in Section 1C. Other
Tenant requested services may be provided by Landlord at sole cost and expense
of Tenant, paid as Additional Rent including maintenance or replacement of
non-standard items defined in the "Rules and Regulations" of the Building.
Landlord shall not be liable for damages for failure to furnish any service in
a timely manner due to any causes described in Sections 12 and 13, or as a
result of Unforeseen Causes. Any failure or delay as a result of these reasons
shall not be considered an eviction or disturbance of Tenant's quiet enjoyment,
use or possession of the Premises.
10. ALTERATIONS: Tenant accepts the Premises as being in good repair and
condition, and Tenant shall maintain the Premises in good repair and condition,
reasonable use, wear and tear excepted. Tenant shall not make any alterations,
additions or improvements to the Premises without Landlord's prior written
consent and shall permit no lien or claim for lien of a mechanic, laborer, or
supplier or any other lien to be filed against the Property arising out of work
performed, or alleged to have been performed by, or at the direction of, or on
behalf of Tenant.
The interest of Landlord in the Property shall not be subject to liens for
improvements made by Tenant or by persons claiming by, through or under it, and
Tenant agrees it shall notify any person making any improvements on its behalf
of this provision. Upon request of Landlord, Tenant will execute a short form
of this Lease which may be recorded which states that the terms of this Lease
expressly prohibit any liability to Landlord or its Property for any
improvements made by, through or under Tenant.
11. RIGHT OF ENTRY: Landlord and its agents shall have the right, at all
reasonable times during the Term of this Lease, to enter and inspect the
Premises and to make repairs and alterations Landlord deems necessary, with
reasonable notice, except in cases of emergency. In such cases, no notice shall
be required. Landlord has the right to show the Premises to prospective tenants
during the last 90 days of the Lease Term or at any time after a Lease
cancellation notice is received. Landlord shall have the right at all times to
alter, renovate, and repair portions of the Building which do not include the
Premises, notwithstanding any temporary inconvenience or disturbance to Tenant.
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12. DESTRUCTION OF PREMISES: If a fire or other casualty (collectively,
"Casualty") which damages the Premises or the Building occurs and materially
affects the use of the Premises, Landlord shall determine whether the Premises
are rendered substantially untenable and make an initial estimate of the time
needed to complete necessary repairs to the Building and Premises. Within 10
business days after the Casualty, Landlord shall notify Tenant in writing of
Landlord's determinations ("Landlord's Notice") as follows:
A. If Landlord's Notice states that the Premises are rendered
substantially untenable by the Casualty and Landlord's initial estimate -of the
time needed for repair exceeds 120 days, Landlord or Tenant may, by written
notice, terminate this Lease as of the date of the Casualty. If Landlord's
Notice states that the Premises are rendered substantially untenable by the
Casualty but Landlord's initial estimate of the time needed for repairs is 120
days or less, Landlord will proceed with the restoration of the Premises and
Building as set forth in 12D below. Landlord will use reasonable efforts to
make other office space owned by Landlord available to Tenant for the operation
of Tenant's business or to make other alternate arrangements which are suitable
to Tenant during the time the Premises are being restored. If the work is not
completed within 120 days or alternate arrangements are not provided, Tenant
may terminate this Lease as of the date of the Casualty by providing written
notice to Landlord, given no later than 120 days after the date of the
Casualty.
B. If Landlord's notice states that the Premises are still
substantially tenable after the Casualty, then neither Landlord nor Tenant
shall have the right to terminate this Lease.
C. Either party may terminate this lease if the Casualty occurs
within the last six months of the Lease and Landlord's estimate of the time
needed to repair the damage caused by the Casualty exceeds 20% of the remaining
term of the Lease.
D. Written notice of Landlord's or Tenant's election to
terminate the Lease pursuant to 12A and 12C above will be given by the 15th
business day after the date of the Casualty. Unless the Lease is terminated,
Landlord will repair the Premises and Building (other than leasehold
improvements installed by Tenant and personal property) to substantially the
same condition as existed immediately prior to the Casualty. Tenant shall
relocate, at Tenant's expense, all personal property from the Premises prior to
and during the repairs.
E. If the Premises are damaged by Casualty and the Lease is not
terminated, the Rent shall xxxxx for that part of the Premises which is
rendered untenable and not occupied by Tenant on a per-diem and proportionate
area basis from the date of the Casualty until the date on which Landlord has
substantially completed the required work. If Landlord makes other space
available to Tenant, Rent for the substitute Premises shall be payable as
mutually agreed by both parties.
13. CONDEMNATION: If all or part of the Building is taken or condemned by
any authority for any public use or purpose (including a deed given in lieu of
condemnation), which renders the Premises substantially untenable, this Lease
shall terminate as of the date title vests in such authority, and the Rent
shall be apportioned as of such date.
If any part of the Building is taken or condemned but the Premises are still
substantially tenable (including a deed given in lieu of condemnation), this
Lease shall not terminate. If the taking reduces the leased area in the
Premises, Rent shall be equitably reduced for the period of such taking by an
amount which bears the same ratio to the Rent then in effect as the Leased Area
so taken or condemned bears to the Leased Area set forth in Section 1B.
Landlord, upon receipt and to the extent of the award in condemnation or
proceeds of sale, shall make necessary repairs and restorations (exclusive of
leasehold improvements and personal property installed by Tenant) to restore
the Premises remaining to as near their former condition as circumstances will
permit, and to the Building and the Property to the extent necessary to
constitute the portion not so taken or condemned as complete.
Landlord shall be entitled to receive the entire price or award from any sale,
taking or condemnation without any payment to Tenant. Tenant shall have the
right separately to pursue against the condemning authority an award in respect
to the loss, if any, to leasehold improvements paid by Tenant without any
credit or allowance for Landlord and for any loss for injury, damage, or
destruction of Tenant's business resulting from such taking. Under no
circumstances shall Tenant seek or be entitled to any compensation for the
value of its leasehold estate which Tenant hereby assigns to Landlord, except
to retain at least those sums necessary (or in part) to relocate its personnel
and equipment.
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14. ASSIGNMENT AND SUBLEASE: tenant may, with landlord's prior written
consent, which will not be unreasonably withheld. sublease the premises, or
assign or transfer or permit the transfer of this lease or the interest of
tenant in the lease, in whole or in part. If tenant desires to assign this
lease or to enter into any sublease of the Premises, Tenant shall deliver
written notice of such intent to Landlord together with a copy of the proposed
assignment or sublease at least 30 days prior to the effective date of the
proposed assignment or commencement date of the term of the proposed sublease.
Any approved sublease shall be expressly subject to the terms and conditions of
this Lease. In the event of any approved sublease or assignment, Tenant shall
not be released or discharged from any liability, whether past, present, or
future, under this Lease, including any renewal term of this Lease, and if the
sublease or assignment provides for Rent in excess of the Rent payable to
Landlord under the terms of this Lease, 50% of the difference between the Rent
payable by the assignee or subtenant and the Rent payable to Landlord under the
terms of this Lease shall be paid to Landlord in consideration of its consent
to the assignment or sublease. An assignment shall be considered to include a
change in the majority ownership or control of Tenant if Tenant is a
corporation whose shares of stock are not traded publicly, or, if Tenant is a
partnership, a change in the general partner of the partnership or a change in
the persons holding more than 50% interest in the partnership, or a change in
majority ownership or control of any general partner of the partnership. Tenant
shall not mortgage, pledge or hypothecate its leasehold interest without
Landlord's prior written consent, which may be withheld at Landlord's sole
discretion.
15. SUBORDINATION, ATTORNMENT, AND ESTOPPEL: This Lease and the rights of
Tenant are expressly subject and subordinate to the lien and provisions of any
mortgage, deed of trust, deed to secure debt, ground lease, assignment of
leases, or other security instrument or operating agreement (collectively a
"Security Instrument") now or hereafter encumbering the Premises, Building,
Property, or any part thereof, and all amendments, renewals, modifications and
extensions of and to any such Security Instrument and to all advances made or
hereafter to be made upon such Security Instrument. Tenant shall, within 7 days
after receipt of written notice by Landlord, execute and deliver such further
instruments, in such form as may be required by Landlord or any holder of a
proposed or existing Security Instrument, subordinating this Lease to the lien
of any such Security Instrument as may be requested in writing by Landlord or
holder from time to time.
In the event of the foreclosure of any such Security Instrument by voluntary
agreement or otherwise, or the commencement of any judicial action seeking such
foreclosure, Tenant, at the request of the then Landlord, shall attorn to such
mortgagee or purchaser in foreclosure. *Tenant agrees to execute and deliver at
any time upon request of such mortgagee, purchaser, or their successors, any
instrument to further evidence such attornment. *Subject to Landlords
commercially reasonable efforts to obtain a Subordination and Non-Disturbance
Agreement from the Lender or mortgage-holder of the Building, Tenant shall,
within 7 days of receipt of written notice by Landlord, deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full force
and effect, or, if there have been modifications, that this Lease, as modified,
is in full force and effect; providing a true, correct and complete copy of the
Lease and any and all modifications of the Lease; the amount of each item of
the Rent then payable under this Lease and the date to which the Rent has been
paid; that Landlord is not in default under this Lease or, if in default, a
detailed description of such default; that Tenant is or is not in possession of
the Premises, as the case may be; and containing such other information and
agreements as may be reasonably requested.
Landlord will use commercially reasonable efforts to obtain a Subordination and
Non-Disturbance Agreement from the Lender or mortgage-holder of the Building.
All costs relating to the securing of this agreement shall be a direct cost
paid for by Tenant.
16.* WAIVER AND INDEMNIFICATION: Landlord agrees to indemnify and hold
harmless Tenant, and its respective agents and employees, from and against any
and all liabilities, claims, demands, costs and expenses of every kind and
nature, arising from any injury or damage (including death) to any person or
property sustained in or about the Building proximately caused by the gross
negligence or willful act or omission of Landlord; provided, however,
Landlord's obligations under this section shall not apply to injury or damage
resulting from the gross negligence or willful act or omission of tenant, or
its agents or employees.
Tenant agrees to indemnify and hold harmless Landlord and its agents and
employees, from and against any and all liabilities, claims, demands, costs,
and expenses of every kind and nature, including those arising from any injury
or damage (including death) to any person or property sustained in the
Premises, or resulting from the failure of Tenant to perform its obligations
under this Lease; provided, however, Tenant's obligations under this section
shall not apply to injury or damage resulting from the gross negligence or
willful act of Landlord or its agents or employees. To the full extent
permitted by law, Tenant hereby releases and waives all claims against Landlord
and its agents, employees, officers,
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directors, and independent contractors, for injury or damage to person,
property or business sustained in or about the Property, Building, or Premises
by Tenant, other than damage proximately caused by the gross negligence or
willful act of Landlord or its agents or employees.
Tenant shall obtain and keep in force during the Term of this Lease, including
any extension and renewal, comprehensive general liability insurance, including
contractual liability coverage, insuring Tenant against any liability arising
out of the use, occupancy or maintenance of the Premises. and all areas
appurtenant thereto. Such policy shall provide minimum limits of one million
dollars for damage to property or for death or injury to any one person in
any one accident and shall name Landlord as an additional insured. Landlord
shall not be responsible or liable to Tenant for any event, act or omission to
the extent covered by insurance maintained or required to be maintained by
Tenant with respect to the Premises and its use and occupancy thereof (whether
or not such insurance is actually obtained or maintained). At the request of
Landlord, Tenant shall from time to time cause its insurers to provide
effective waivers of subrogation for the benefit of Landlord and its agents or
employees and insurers, in a form reasonably satisfactory to Landlord.
Landlord shall cause each insurance policy carried by Landlord insuring the
Premises against loss by fire and causes covered by standard extended coverage,
and Tenant shall cause each insurance policy carried by Tenant insuring the
Premises and its fixtures and contents against loss by fire and causes covered
by standard extended coverage, to be written in a manner so as to provide that
the insurance company waives all right of recovery by way of subrogation
against Landlord or Tenant in connection with any loss or damage covered by any
such policies. Neither party shall be liable to the other for any loss or
damage caused by fire or any of the risks enumerated in standard extended
coverage insurance.
Landlord and Tenant agree to indemnify and hold harmless the other from and
against any and all costs and expenses of every kind or nature incurred by the
indemnified party as a result of injuries to third parties. their person or
property, proximately caused either by the indemnifying party's failure to
perform its obligations under this Lease or the negligent act or willful
misconduct of the indemnifying party. Notwithstanding the foregoing language,
no party shall be obligated to indemnify another party for its contributing
negligence or willful misconduct.
17. RELOCATION: This Paragraph has been left blank intentionally.
18. DEFAULT: Each of the following shall constitute an event of default by
Tenant: (a) Tenant fails to pay any installment of Rent or Additional Rent
before the same becomes delinquent; (b) Tenant fails to observe or perform its
obligations under Section 4 and such violation continues for more than 24 hours
after notice or Tenant fails to observe or perform any of the covenants,
conditions or provisions of this Lease other than the payment of any
installment of Rent or Additional Rent, and fails to cure such default within
15 days after written notice from Landlord; (c) Tenant fails a second time to
observe or perform any of the covenants, conditions or provisions of this Lease
other than the payment of any installment of Rent or Additional Rent after
written notice of a prior failure; (d) a petition is filed by or against Tenant
or Guarantor to declare Tenant or Guarantor, as the case may be, bankrupt or
to seek relief for Tenant or Guarantor under any chapter of the Bankruptcy
Code, as amended, or under any other law imposing a moratorium on, or granting
debtor's relief with respect to. the rights of creditors; (e) Tenant or any
Guarantor becomes or is declared insolvent by law or Tenant or any Guarantor
makes an assignment for the benefit of creditors; (f) a receiver is appointed
for Tenant or Tenant's property or for any Guarantor or any of Guarantor's
property; or, (g) interest of Tenant in this Lease is levied upon under
execution or other legal process.
Upon the occurrence of an event of default by Tenant, Landlord, at its option,
without further notice or demand to Tenant, may in addition to all other rights
and remedies provided herein, at law or in equity:
A. Terminate this Lease and Tenant's right of possession of the
Premises, and recover all damages to which Landlord is entitled herein, at law
and in equity, specifically including, without limitation, all Landlord's
expenses of reletting (including repairs. alterations, improvements, additions,
decorations, legal fees and brokerage commissions).
B. Terminate Tenant's right of possession of the Premises
without terminating this Lease, in which event Landlord may, but shall not be
obligated to, relet the Premises, or any part thereof, for the account of
Tenant, for rent, term and conditions acceptable to Landlord. For the purposes
of any reletting of the Premises, Landlord is authorized to redecorate, repair,
alter and improve the Premises to the extent necessary or desirable in
Landlord's judgement. For any period during which the Premises have not been
relet, Tenant shall pay Landlord monthly on the first day of each month during
the period that Tenant's right of possession is terminated, a sum equal to the
amount of Rent due under this Lease for such month. If and when the Premises
are relet and a sufficient sum is not realized after payment
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of all Landlord's expenses of reletting (including repairs, improvements,
additions, decorations, legal fees and brokerage commissions) to satisfy the
payment of rent due for any month, Tenant shall pay to Landlord any deficiency
monthly upon demand. If Landlord elects to terminate Tenant's right to
possession only without terminating this Lease, Landlord may, at its option,
enter into the Premises, remove Tenant's signs and other evidences of tenancy,
and take possession provided that such entry and possession shall not terminate
this Lease or release Tenant, in whole or in part, from Tenant's obligation to
pay the Rent for the full Term or from any other obligation of Tenant.
In the event of any legal action under this Section 18, the prevailing party
shall be entitled to recover its costs and reasonable attorney's fees, both at
trial and on appeal.
19. SURRENDER OF PREMISES: Upon expiration, termination or default of this
Lease, Tenant shall surrender and vacate the Premises immediately and deliver
possession to Landlord in a clean, good, and tenable condition, except for: (a)
damage beyond the control of Tenant; (b) reasonable use; (c) ordinary wear and
tear. Charges incurred by Landlord for removal of boxes and debris left in
Premises which exceed normal janitorial costs shall be at the expense of
Tenant. No personal property shall be removed from the Premises unless Tenant
has fulfilled all Lease obligations. If there are no amounts owed by Tenant,
any movable trade fixtures, personal property and all telephone, communication
and data lines and cables owned, installed or caused to be installed by Tenant
in the Premises or in the plenum of the Building shall be removed by Tenant.
All items authorized to be removed but subsequently not removed shall, at
Landlord's option, be presumed to have been abandoned by Tenant, and title
thereto shall pass to Landlord, or Landlord may, at its option, either store or
dispose of these items at Tenant's expense. If any improvements are made by
Tenant, with or without Landlord's approval, Tenant will, at its expense and
upon request by Landlord, restore the Premises to their original condition.
20. HOLDING OVER: If Tenant, or any assignee or sublessee of Tenant, shall
continue to occupy the Premises after the termination or expiration of this
Lease without the prior written consent of Landlord, such tenancy shall be a
Tenancy at sufferance. During the period of any holdover tenancy by Tenant, or
any assignee or sublessee, Landlord, by notice to Tenant, may adjust the Rent
by 200% or to an amount equal to the maximum allowed by law. Acceptance by
Landlord of any Rent after termination shall not constitute a renewal of this
Lease or a consent to such holdover occupancy, nor shall it waive Landlord's
right of re-entry or any other right contained in this Lease or provided by
law.
21. AUTOMATIC RENEWAL: This Paragraph has been left blank intentionally.
22. SECURITY DEPOSIT: As security for the performance of its obligations
under this Lease, Tenant, upon its execution of this Lease, has paid to
Landlord a security deposit ("Security Deposit") in the amount stated in
Section 1C. The Security Deposit may be applied by Landlord to cure or
partially cure any default of Tenant, and upon notice by Landlord of
application, Tenant shall replenish the Security Deposit in full by promptly
paying to Landlord the amount so applied. Landlord shall not pay interest on
the Security Deposit. The Security Deposit shall not be deemed an advance
payment of Rent or a measure of damages for any default by Tenant, nor shall it
be a bar or defense to any action which Landlord may at any time commence
against Tenant.
If Tenant has fulfilled all terms and conditions of this Lease including the
payment of Rent and returns Premises to Landlord in accordance with Section 19,
then Landlord will refund the Security Deposit within 45 days of Lease
Expiration Date, Landlord may retain any or all of the Security Deposit to
repair any damage to Premises caused by Tenant or remove any abandoned personal
property including all communication and data lines.
23. LIMITATION OF LANDLORD'S LIABILITY: As used in this Lease, "Landlord"
shall mean the entity herein named as such, and its successors and assigns. No
person holding Landlord's interest under this Lease (whether or not such person
is named as "Landlord") shall have any liability after such person ceases to
hold such interest. except for any liability accruing while such person held
such interest, No principal, officer, employee, or partner (general or limited)
of Landlord shall have any personal liability under any provision of this
Lease. If Landlord defaults in the performance of any of its obligations under
this Lease or otherwise, Tenant shall look solely to Landlord's interest in the
Building and not to the other assets of Landlord or the assets, interest, or
rights of any principal, officer, employee, or partner (general or limited) for
satisfaction of Tenant's remedies.
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24. ENCUMBRANCES ON LANDLORD'S TITLE: Upon request of Landlord, Tenant
will promptly release or modify, or cause to be released or modified at
Tenant's expense, any financing statement given by Tenant to a third party, any
notice of commencement filed by Tenant with respect to work on the Premises, or
any other recorded document filed by or on account of Tenant ("Document"),
which, in Landlord's sole opinion, adversely affects, clouds, or otherwise
encumbers Landlord's title to any part of the Building or Property, so that the
Document shall not encumber any portion of the Building or Property other than
Tenant's leasehold interest in the Premises. Tenant's obligations in this
*Section shall survive termination of this Lease.
25. NOTICES: For the purpose of any notice or demand under this Lease, the
parties shall be served by overnight delivery, personal delivery or certified
or registered mail, return receipt requested, addressed to the other party at
the address in Section 1E or such other addresses designated in writing by
Landlord or Tenant. Any notice shall be effective when delivered.
26. SUCCESSOR AND ASSIGNS: This Lease shall bind and inure to the benefit
of the successors, assigns, heirs, executors, administrators, and legal
representatives of the parties. In the event of the sale, assignment, or
transfer by Landlord of its interest in the Building or in this Lease (other
than a collateral assignment to secure a debt of Landlord prior to enforcement)
to a successor in interest who expressly assumes the obligations of Landlord,
Landlord shall be released and discharged from all of its covenants and
obligations, except such obligations as Landlord shall have accrued prior to
any such sale, assignment or transfer; and Tenant agrees to look solely to such
successor of Landlord for performance of such obligations. Any securities or
funds given by Tenant to Landlord to secure performance by Tenant of its
obligations may be assigned by Landlord to such successor of Landlord and, upon
acknowledgment by such successor of receipt of such security and its assumption
of the obligation to account for such security in accordance with the terms of
the Lease, Landlord shall be discharged of any further obligation. Landlord's
assignment of the Lease or of any or all of its rights shall in no manner
affect Tenant's obligations. Landlord shall have the right to freely sell,
assign or otherwise transfer its interest in the Building and/or this Lease.
27. MISCELLANEOUS: When the consent of either Landlord or Tenant is
required before the other party acts, both will make reasonable decisions
honestly, equitably, suitably and in an ordinary and usual manner that is fit
and appropriate to the end in view. The reasonable decisions by Landlord and
Tenant will apply to all terms and conditions set forth in this Lease. This
Lease, the Exhibits, the Riders and Incorporated Addenda contain the entire
agreement between Landlord and Tenant and there are no other agreements, either
oral or written. This Lease shall not be modified or amended except by a
written document signed by Landlord and Tenant which specifically refers to
this Lease. The captions in this Lease are for convenience only and in no way
define, limit, construe or describe the scope or intent of the provisions of
this Lease.
No waiver of any covenant or condition of this Lease by either party shall be
deemed to imply or constitute a further waiver of any other covenant or
condition of this Lease. This Lease is construed in accordance with the laws of
the state in which the Building is located. If any provision of this Lease or
Amendment is invalid or unenforceable in any instance, such invalidity or
unenforceability shall not affect the validity or enforceability of any other
provision, or such provision in any circumstance not controlled by such
determination.
Tenant shall on demand pay or reimburse Landlord for payment of Landlord's
reasonable attorney's fees, expenses and court costs in negotiation, at trial,
and on appeal incurred by Landlord or in connection with any action or
proceeding arising out of or occassioned by any lien or claim of lien on the
Premises, or the Building. In the event of any Legal action, the prevailing
party shall be entitled to recover its costs and reasonable attorney's fees,
both at trial and on appeal.
Common Areas mean all areas, improvements, space or equipment (owned or
controlled by Landlord) in or at the Property, provided by Landlord for the
common or joint use and benefit of tenants and invitees. Landlord may add to or
reduce or otherwise modify Common Areas at any time.
Except as specifically designated in this Lease, neither this Lease nor any
memorandum of this Lease may be recorded or filed for record in any public
records without the separate express written consent, in recordable form, of
Landlord.
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28. RADON DISCLOSURE: Radon is a naturally occurring radioactive gas
which, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit. Tenant acknowledges this
disclosure by signing this Lease.
29. RIDERS & ADDENDA: All Riders and Addenda contained in or attached to
this Lease shall be deemed to be a part of and are incorporated in this Lease
by reference.
See attached Rider Paragraph(s) 1 through 9.
10
XXXXX
LEASE RIDER
This Rider is attached to and made a part of the lease dated SEPT 27, 1999 by
and between XXXXX EQUITY. INC., a Florida Corporation ("Landlord") with its
principal office at 0000 Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000, and
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC., a Corporation organized and existing
under the laws of the State of Florida, ("Tenant") with its principal office at
000 Xxxxxxx Xxxxxx. Xxxxx 000, Xx. Xxxxxxxxxx, Xx.
1. RENT ABATEMENT: Rental payment of $44,324.56 shall be abated for the first
month of the Lease term only. Full monthly Rent payments shall commence the
second month of the Lease term and shall continue through the remainder of the
Lease Term as outlined in the Lease. No Rent abatement shall apply to renewal
terms.
All other terms and provisions of this Lease shall remain in full force and
effect during the Rent abatement period and thereafter.
2. LETTER OF CREDIT: If a Security Deposit is not provided by Tenant as
described in Paragraph 1, Item C, as security for the obligations of Tenant
under this Lease, Tenant shall establish with a financial institution reasonably
acceptable to Landlord and provide to Landlord within five (5) days after the
execution of this Lease, a clean sight draft irrevocable Letter of Credit (the
"LC") in the amount of $45.000.00, in a form reasonably acceptable to Landlord.
The "LC" shall be presentable at a financial institution located in the St.
Petersburg, Florida area. The "LC" shall have an expiration of not earlier than
two (2) months after the end of the initial Lease term, provided, however, that
in the event the "LC" has an expiration which is earlier than such date, Tenant
shall provide a replacement "LC" to Landlord which conforms to the terms
contained herein not less than thirty (30) days prior to the expiration of such
"LC". The "LC" shall provide that Landlord shall be entitled to draw on the "LC"
upon presentation of Landlord's sight draft, without requirement of evidence or
verification of Landlord's right to draw thereon under this Lease. In addition
to the other remedies provided here, in the event of a default by Tenant which
is not cured within the applicable curative period, if any, Landlord may draw
upon the "LC" to compensate Landlord for any damages suffered by Landlord,
including, but not limited to, the unamortized cost of the leasehold
improvements constructed by Landlord.
3. OPTION TO RENEW: Tenant shall have the Option to Renew this Lease for one (1)
successive lease term of five (5) years by providing Landlord one hundred twenty
(120) days advance written notice of such intent, provided Tenant is not in
default as of the date of notice and is occupying the Premises on the date
renewal commences.
The rental rate for said renewal term shall be negotiated in good faith between
Landlord and Tenant based upon the current market rates for similar buildings
within the Gateway/North Pinellas area at the time of said renewal.
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4. OPTION TO CANCEL: If Tenant is not in default under the terms of this Lease,
Tenant shall have the one-time right to terminate this Lease Agreement on, and
only on the expiration of the thirty-seventh (37th) month of the Lease Term
("Modified Expiration Date") by providing Landlord ninety (90) days advance
written notice of such intent, accompanied by the cancellation fees as described
below (plus sales tax). Landlord and Tenant acknowledge that the termination
notice presented without the Cancellation Fees will not be considered a valid
notice.
Cancellation Fees:
Two (2) years of Unamortized Tenant Improvements: $171,738.00 ($329.000.00 x
.261 (11% xxx. constant) = $85,869/year.
Three (3) months Rent $145,303.98
($45.266.04 plus $3,168.62 sales tax = $8,434.66 x 3 months).
In the event additional Tenant Improvements are required and are amortized over
the Lease Term as described in Paragraph 5 of this Lease Rider, then the
Cancellations Fees described herein shall be adjusted accordingly.
The Cancellation Fee is in addition to Rent payments and includes, but is not
limited to, unamortized cost of Tenant Improvements and Rent concessions. Tenant
agrees to continue to pay Rent through the effective date of the termination of
this Lease Agreement. Upon receipt of proper notice and all monies due and
payable, this Lease shall terminate on the effective date of cancellation.
5. RIGHT OF FIRST REFUSAL: Provided that Tenant is not in default of any terms
and conditions of this Lease, Tenant shall have the First Right of Refusal to
lease all remaining office space in the Xxxxxxxxx Building that may become
available during the initial term of this Lease. Landlord agrees to notify
Tenant of its intent to lease all or a portion of said space, and will provide
Tenant with said notice the terms by which the space can be leased by Tenant.
Tenant shall have ten (10) days from receipt of said notice to accept or reject
the lease terms and square footage specified in Landlord's notice. In the event
the space is rejected, this Right of First Refusal shall terminate for that
specified space.
6. TENANT IMPROVEMENTS: Landlord shall provide Insurance Management Solutions
Group, Inc. building standard materials to finish the leased space in accordance
with the plans and specifications to be mutually agreed upon up to the sum of
$10.00 per usable square foot, or $329,000.00. All costs of occupancy shall be
considered as a Tenant Improvement expense including design and
architectural/engineering fees, permit fees, supervision, etc.
Any costs related to required Improvements that exceeds the above referenced
Allowance shall be amortized as follows:
- Additional $2.00 per usable square foot at 8%
- Any Improvement costs over $12.00 per usable square foot at 12%. Amortized
Tenant Improvement Costs shall not exceed $14.00 per usable square foot.
Insurance Management Solutions Group, Inc. shall deserve the right to seek
competitive bids to be delivered and reviewed by Landlord under Landlord's
supervision and deadlines. It is understood by Tenant, that in the event Tenant
elects to hire a General Contractor to complete the Tenant Improvements, Tenant
will execute Landlord's "General Conditions of Lessee's Construction Agreement",
comply with all deadlines and Landlord shall be entitled to construction plan
review and supervision fees. Landlord, as a General Contractor, will
additionally seek competitive bids from sub-contractors which will be made
available for Tenant's review and consideration.
It shall be further understood that, subject to causes or events beyond the
control of Tenant, in the event Tenant's possession of the Lease Premises shall
be delayed in such substantial completion as a result of: (1) Tenant's failure
to comply with the mutually agreed upon deadlines relating to design layout,
Construction Document approval, Finish selections and construction bids; (ii)
Tenant's changes in plans; or (iii) the performance or completion by a party
employed by Tenant, the Commencement Date of this Lease shall not be altered but
shall remain in full force and effect.
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7. SIGNAGE: Exterior monument or signage on the building is available subject to
local codes and review and approval by Landlord. Costs relating to design,
installation and maintenance of Tenant signage shall be at Tenant's sole
expense.
8. HVAC: Insurance Management Solution Group shall be provided HVAC during
normal business hours of 8:00 a.m. to 7:00 p.m. (Monday through Friday)
excluding national holidays. This represents an additional credit of 2 hours of
HVAC per business day.
Conditioned "After Hours" air is available to Tenant through the use of override
controls or pre-programming through the Xxxxx Management Office. Tenant cost for
"after hours" conditioned air shall be $4.00 per "unit hour" plus tax. This
charge will be invoiced to Tenant monthly.
9. PARKING: It is understood that Tenant's parking requirements exceeds the
number of on-site spaces provided for in the Lease by 2 spaces/1,000 square
feet. In the event such additional parking requirements inconvenience tenants of
the Xxxxxxxxx Building or of the adjacent buildings (to be determined at
Landlord's sole discretion), then Landlord may designate remote parking spaces
for these additional vehicles within the Xxxxx Center. Landlord shall use its
best efforts to provide these remote parking spaces within the adjacent building
parking lots.
Spaces may be identified by Landlord for Insurance Management Solutions Group
and/or other tenants in the Xxxxxxxxx Building and they may be re-designated
from time to time by Landlord.
Unauthorized vehicles may be removed at vehicle owner's expense.
If, at Landlord's reasonable discretion, controlled access is determined to be
necessary, controlled access will be installed, and the cost of implementation
of same will be bourne by Tenant. Landlord will consult with Tenant to develop a
mutually agreeable plan. Landlord agrees to seek ' three (3) bids and exercise
best efforts to accomplish the controlled access at the lowest cost possible.
* for a total parking requirement of seven (7) spaces per 1,000 square feet.
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THE XXXXX CENTER
Serving The Office Space St. Petersburg, Florida
Needs Of Corporate America
Xxxxxxxxx Building
[FLOOR PLAN]
EXHIBIT "A"
000 00xx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
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REGISTRATION AND COMMISSION AGREEMENT
This agreement dated SEP 27 1999 by and between XXXXX EQUITY, INC. ("Owner"),
with its principal office at 0000 Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx
00000 and FLORIDA BUILDERS, INC., 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx
00000 (Federal I.D. #00-0000000), Real Estate Broker ("Broker"), a licensed real
estate broker in the State of Florida.
1. ACKNOWLEDGMENT
Owner is the owner of a certain building in the office center known as Xxxxx
Center St. Petersburg ("Center"). Owner agrees that Broker has introduced
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. to Owner as a prospective Tenant of a
building or buildings in the Center owned by Owner ("Property"). Upon receipt of
a written authorization signed by Tenant designating Broker as its sole
representative with respect to a lease of premises within the Center
("Representation Letter"), and upon the satisfaction of all conditions stated in
this Agreement, Owner agrees to pay the Commission described below to Broker
which Commission shall be payable only if (but not otherwise) a lease is
executed between Owner and Tenant during the period commencing with the date
first above written and ending the 30th day of September, 1999.
2. COMMISSION
Owner agrees to pay to Broker a Commission of three percent (3%) of the total
"Monthly Base Rent" set forth in the Lease Agreement executed hereafter by Owner
and Tenant, for the initial Term of the Lease only ("Commission").
The Commission shall be computed based on the Monthly Base Rent and shall
exclude any and all other charges whatsoever (other than the Monthly Base Rent)
due from or paid by Tenant under the Lease, which other charges may include, but
are not limited to, the following: additional rental pursuant to escalations,
CPI Rent Adjustments, sales tax, service tax, real estate tax, or other tax
based on leases or rents or operating expense provisions, other pass-through
items of expense, if any, additional rentals for special tenant service over
building standard, amortization of special leasehold improvements,
cancellation/penalty payments for termination rights, interest and late charges
(each of which are called "Additional Rent" in the Agreement.)
In the event of a sale, assignment, or transfer by Xxxxx Equity, Inc. ("Xxxxx")
of its interest in the Building or in this Lease to a successor in interest who
assumes the commission obligations of Xxxxx hereunder, Xxxxx shall be released
or discharged from any and all commission obligations hereunder and the Broker
agrees to look solely to such successors and assigns of Xxxxx for the payment of
any commissions after the date of transfer.
3. METHOD OF PAYMENT OF COMMISSION
The Commission will be paid by Owner as follows:
50% of the Commission will be paid within 45 days of a fully executed Lease
Agreement and receipt of an invoice from Broker to Owner. Additional 50% of the
Commission will be paid 45 days after tenant occupancy, payment of security
deposit, if applicable, payment of first months rent and receipt of invoice from
Broker to Owner.
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4. EXPANSION
A Commission of two percent (2%) of Total Monthly Base Rent (excluding
Additional Rent) attributable to an expansion of the leased premises for the
initial Term (or such lesser term as may be agreed to by Owner and Tenant) only
will be paid to Broker if Tenant expands during the initial Term of this Lease
(excluding renewals and extensions), delivers its Representation Letter to Owner
naming Broker as its exclusive representative for such purpose, and retains the
Broker as its agent to negotiate the expansion. If the initial Lease grants the
Tenant an expansion option and the Tenant exercises this option without
additional negotiations required between Owner and Tenant, the Broker shall be
paid such commission subject to the terms of the Agreement. If the provisions of
the expansion option are altered or revised, the Broker must be actively
involved in the negotiations to receive such commission, subject to Section 10
of this Agreement.
Such commission will not be paid unless: (a) the Broker delivers the
Representation Letter signed by Tenant to Owner and actively participates in the
negotiations or (b) the expansion option is specifically provided in the Lease
and exercised without negotiations.
Commission paid as a result of an expansion shall be paid, subject to the terms
hereof, including section 6 below, by the method of payment selected in section
3 above or such other method mutually agreed to by Owner and Broker.
In the event of a sale, assignment, or transfer by Xxxxx Equity, Inc. ("Xxxxx")
of its interest in the Building or in this Lease to a successor in interest who
assumes the commission obligations of Xxxxx hereunder, Xxxxx shall be released
or discharged from any and all commission obligations hereunder and the Broker
agrees to look solely to such successors and assigns of Xxxxx for the payment of
any commissions after the date of transfer.
5. CANCELLATION
If the Tenant or Owner has the right to cancel the lease at anytime subsequent
to the commencement of the term but prior to the expiration date set forth in
the lease, the Broker shall initially be paid a Commission based on the
aggregate rental for the nocancellable portion of the term. Thereafter, the
Commission will be paid on the remainder of any noncancellable term, pursuant to
the payment schedule provided herein. If the cancellation privilege is
perpetual, Commissions will be paid quarterly, in arrears, after receipt of
rental and invoice from Broker to owner.
6. MISCELLANEOUS
* Subject to Section 10 of this Agreement, *Owner shall make a final
determination whether or not Broker "actively participates in negotiations"
under sections 4 and 5 above. Broker agrees that Broker's right to a commission
where Broker's "active participation in negotiations" are required shall be
determined by owner in Owner's reasonable discretion. This Agreement shall be
governed, interpreted and enforced under the laws of the state in which the
Property is located.
7. AGREEMENT
This agreement constitutes the entire agreement between Owner and Broker and
supersedes all prior discussions, negotiation, and agreements whether oral or
written. No amendment, alteration, cancellation or withdrawal of this agreement
shall be valid and binding unless made in writing and signed by both Owner and
Broker. Owner reserves the right to negotiate and contract with other principals
and brokers pertaining to the property without incurring any liability to Broker
or Tenant. Nothing in this Agreement shall restrict or limit Owner's rights in
such regard.
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10. For so long as a) ownership of Broker is held by Xxxxxx X. Xxxxx,
principal and founder of Broker, b) Bankers Insurance Group, Inc. is the
majority owner of Insurance Management Solutions Group, Inc., and c)
Insurance Management Solutions Group, Inc. designates Broker as its sole
and exclusive real estate broker representative with regard to any and all
real estate dealings, arrangements, and transactions for Insurance
Management Solutions Group's leasehold interests in the property located
at 000 00xx Xxxxxx Xxxxx, Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxxx Xxxxxx,
Xxxxxxx 00000, also known as the "Xxxxxxxxx Building," then the
requirement of active involvement in negotiations of Broker shall be
deemed to have been satisfied.
8. TERM
This agreement shall expire on the date stated in section 1 above, but such
expiration shall not affect Brokers right to a commission with respect to leases
fully executed and delivered by Owner and Broker's registered prospect before
such expiration.
Broker waives and releases any other rights to a commission from Owner with
respect to the Tenant and agrees that Brokers right to a commission, if any,
shall be governed solely by this Agreement.
9. EFFECTIVE DATE
The Owner and Broker have executed or caused to be executed this agreement as of
the date set forth above.
Signed, sealed and delivered in the presence of:
Owner:
XXXXX EQUITY, INC.
Witness: [ILLEGIBLE] By: /s/ Xxxxxx X. XxXxxxxx
------------------------------ ---------------------------------
Xxxxxx X. XxXxxxxx
Witness: Vice President
------------------------------ Xxxxx Equity, Inc.
Owner:
FLORIDA BUILDERS, INC.
Witness: /s/ Xxxxxx X. Xxxxxxx By: /s/ [ILLEGIBLE]
------------------------------ ---------------------------------
[ILLEGIBLE]
Witness: [ILLEGIBLE] President
------------------------------
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