EXHIBIT 10.118
LEASE AGREEMENT
THIS AGREEMENT, entered into the 20th day of May, 1996 between GULF
ATLANTIC INVESTMENT GROUP, INC., a Florida corporation, with its office at 1901
West Cypress Creek Boulevard, Second Floor, Fort Lauderdale, Florida 33309,
hereinafter called the lessor, and REGIONAL BENEFITS INSURANCE SERVICES, a
California corporation, as lessee.
WITNESSETH, that the said lessor does this day lease unto said lessee, and
said lessee does hereby hire and take as tenant under said lessor the premises
described as suite number 100, at Gulf Atlantic Center, 1901 West Cypress Creek
Boulevard, Fort Lauderdale, Florida 33309. This lease is an all-inclusive, full-
service lease, including furniture, phone (lessee responsible for phone bills),
file cabinets, conference room, and computer system support. The term of this
Agreement is to be co-terminus with the Producer-Company Agreement dated May 15,
1996, between Regional Benefits Insurance Services and Gulf Atlantic Management
Group (attached hereto as Exhibit "A") beginning the first day of June, 1996,
and ending with the termination of the Producer-Company Agreement between
Regional Benefits Insurance Services and Gulf Atlantic Management Group (Exhibit
"A" hereto), for an agreed rental pursuant to the schedule set forth in Exhibit
"E" attached hereto. A security deposit equal to one month's rent shall be
payable upon execution of the Agreement and be returned to Lessee upon
termination of the lease. In all instances of termination of the Producer
Agreement, this Lease Agreement will also terminate unless all parties mutually
agree in writing to the contrary. Payment is due on June 1, 1996 and continuing
on the first of each and every month for the term of the lease as provided in
this paragraph.
1. The lessee shall not assign this lease, nor sublet the premises, or
any part thereof, nor make any alternations therein, and all additions thereto,
without the written consent of the lessor, and all additions, fixtures or
improvements which may be made by lessee, except movable office furniture and
equipment owned by lessee, shall become the property of the lessor and remain
upon the premises as a part thereof, and be surrendered with the premises at the
termination of this lease.
2. All personal property placed or moved in the premises above described
shall be at the risk of the lessee or owner thereof, and lessor shall not be
liable for any damage to said personal property, or to the lessee arising from
the busting or leaking of water pipes, or from any act of negligence of any co-
tenant or occupants of the building or of any other person whomsoever.
3. In the event the premises shall be destroyed or so damaged or injured
by fire or other casualty during the life of this agreement, whereby the same
shall be rendered untenantable, then the lessor shall have the right to render
said premises tenantable by repairs within ninety (90) days therefrom. If said
premises are not rendered tenantable within said time, it shall be optional with
either party hereto to cancel this lease, and in the event of such cancellation,
the rent shall be paid only to the date of such fire or casualty. The
cancellation herein mentioned shall be evidenced in writing.
4. The prompt payment of the rent for said premises on the first of each
month from and after June 1, 1996, for the term of this lease, and the faithful
observance of the rules and regulations set forth in Exhibit "D" attached
hereto, and which are hereby made a part of this covenant, and of such other and
further rules or regulations as may be hereafter made by the lessor, are the
conditions upon which the lease is made and accepted and any failure on the part
of the lessee to comply with the terms of said lease, or any of said rules and
regulations now in existence, or which may be
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hereafter prescribed by the lessor, shall, at the option of the lessor, work a
forfeiture of this contract, and all of the rights of the lessee hereunder.
5. If the lessee shall abandon or vacate said premises before the end of
the term of this lease and cease making the lease payments, the lessor may, at
his option, forthwith cancel this lease or he may enter said premises as the
agent of the lessee, and re-let the premises with or without any furniture that
may be therein, as the agent of the lessee, at such price and upon such terms
and for such duration of time as the lessor may determine, and receive the rent
therefor, applying the same to the payment of the rent due by these presents,
and if the full rental herein provided shall not be realized by lessor over and
above the expenses to lessor in such re-letting, the said lessee shall pay any
deficiency, and if more than the full rental is realized lessor will pay over to
said lessee the excess of demand.
6. In the event of any dispute arising out of this lease, it is agreed
between lessor and lessee that the prevailing party be awarded reasonable costs
and reasonable attorneys' fees in prosecuting or defending said action.
7. The lessor, or any of his agents, shall have the right to enter said
premises during all reasonable hours, to examine the same to make such repairs,
additions or alterations as may be deemed necessary for the safety, comfort, or
preservation thereof, or of said building.
8. Lessee hereby accepts the premises in the condition they are in at the
beginning of this lease and agrees to maintain said premises in the same
condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under this
agreement, and to make good to said lessor immediately upon demand, any damage
to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the building, caused by any act or neglect
of lessee, or of any person or persons in the employ or under the control of the
lessee.
9. If the lessee shall become insolvent or if bankruptcy proceedings
shall be begun before the end of said term, the lessor is hereby irrevocably
authorized at its option, to forthwith cancel this lease, as for a default.
Lessor may elect to accept rent from such receiver, trustee, or other judicial
officer during the term of their occupancy in their fiduciary capacity without
effecting lessor's rights as contained in this contract, but no receiver,
trustee or other judicial officer shall ever have any right, title or interest
in or to the above-described property by virtue of this contract.
10. This contract shall bind the lessor and its assigns or successors, and
the heirs, assigns, administrators, legal representatives, executors or
successors, as the case may be, of the lessee.
11. It is understood and agreed between the parties hereto that time is of
the essence of this contract and this applies to all terms and conditions
contained herein.
12. It is understood and agreed between the parties hereto that written
notice mailed or delivered to the lessor and lessee as follow shall constitute
sufficient notice to the parties to comply with the terms of this contract:
Lessee's Notice Address: 6200 Canoga Avenue
Woodland Hills, California 91367-2402
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Lessor's Notice Address: 1901 West Cypress Creek Road, 2nd Floor
Fort Lauderdale, Florida 33309-1864
13. It is hereby understood and agreed that lessee may place signs and
advertising according to building standards. However, lessee shall first submit
a proposal for said signs and advertising to lessor for approval.
14. Radon gas is a naturally occurring radioactive gas that, 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.
15. Execution and facsimile signature shall be deemed to be the same as
the original and the parties agree to deliver immediately by overnight messenger
the original signatures of the parties hereto.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease or have
caused the same to be executed as of the day and year first above written.
Signed, sealed and delivered in the presence of:
LESSOR: LESSEE:
Gulf Atlantic Investment Group, Inc., Regional Benefits Insurance
a Florida corporation Services, a California corporation
By:__________________________________ By:______________________________
Mark S. Sanz James Kemper Hindes
Vice President Vice President
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