Exhibit l0.ll
BASIC AGREEMENT
THIS AGREEMENT, made this 11th day of August, 1982, by and between Tampa
West Industrial Park, Inc., a Florida corporation, whose business address is
Xxxx Xxxxxx Xxx 00000, Xxxxx, Xxxxxxx 00000("XXXX"), and Reflectone, Inc., a
Delaware corporation whose principal place of business is 0000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxx, Xxxxxxx 00000, ("REFLECTONE");
W I T N E S S E T H:
WHEREAS, REFLECTONE is a tenant in good standing by virtue of a certain
Lease (described below); and
WHEREAS, TWIP is the owner in fee of the Land (described below) and the
building (described below) which is the subject of the Lease; and
WHEREAS, REFLECTONE desires to have an additional building constructed
on adjacent land; and
WHEREAS, TWIP shall construct or cause to be constructed the Addition
(described below); and
WHEREAS, certain modifications are to be required to be made to the
Lease in order to effectuate the intent of the parties hereto; and
WHEREAS, certain financial arrangements are required to be made to
effectuate the intent of the parties hereto at this time; and
WHEREAS, the parties are desirous of entering into or causing to be
entered into a certain lease agreement for possible future expansion of the
REFLECTONE operation; and
WHEREAS, the parties are desirous of entering into this basic Agreement
to provide for, among other things, the arrangements between the parties
commencing immediately concerning said construction, financing and leasing,
NOW THEREFORE, it is mutually agreed as follows:
1. Definitions.
A. "Addition" means a proposed addition to the existing
Reflectone Building (described below) of approximately 59,500 square feet, to
be situate on together with a parking area to be Parcel 2 (described below),
situate on Parcel 3 which Addition is the subject of the Lease to Build
Addition (described below) and is more fully described in plans and
specifications prepared by REFLECTONE and attached to the Construction
Contract (described below).
1
B. "Basic Agreement" means this agreement.
C. "Building" means the existing building occupied by
REFLECTONE on the date hereof and more fully described in the Lease.
D. "Construction Contract" means a certain construction
contract by and between TWIP (described below) and Xxxx XxXxx General
Contractors, Inc. concerning construction of the Addition.
E. "Funding Agreement" means a certain agreement between TWIP and
REFLECTONE concerning the ONE MILLION DOLLARS ($1,000,000) Note (described
below) and Mortgage (described below).
F. "Institutional First Mortgage" means a mortgage in the
Principal amount of $1,000,000.00 on substantially the same terms and
conditions as shown on the Application to Union Mutual Life Insurance Company
(attached hereto as Exhibit "A").
G. "Land" means the land upon which the Addition is to be
constructed or Parcel 2.
H. "Land Lease" means a certain agreement between TWIP and
REFLECTONE setting forth the terms and conditions concerning the leasing of
Parcels 4 and 5.
I. "Lease" means a Lease To Build Agreement dated December 28,
1978, as amended by First Amendment to Lease to Build dated March 26, 1979,
Second Amendment to Lease dated May 10, 1979, Third Amendment to Lease to
Build dated February 15, l980, Tampa West Industrial Park, Inc. Letter dated
June 4, 0000, Xxxxxx Xxxxxxxxx to Lease to Build dated July 10, 1980, and a
Fifth Amendment to Lease to Build dated of even date herewith.
J. "Lease to Build Addition" means a certain agreement between
TWIP setting forth the terms and conditions concerning construction of the
Addition and other matters.
K. "Mortgage" means a certain mortgage in which TWIP is the
mortgagor and REFLECTONE is the mortgagee, given to secure the Note.
L. "Note" means the promissory note made by TWIP to RFFLECTONE
in the principal amount of ONE MILLION DOLLARS (S1,000,0OO)
2
M. "Parcel" "1," "2," "3," "4" and "5" or the "Parcels" means
those parcels, individually or collectively, as the context may require,) as
shown and described on the Survey (described below).
N. Survey means Boundary Survey, Reflectone Expansion,
Tampa West Industrial Park, Inc., dated June 17, 1982, revised July 30, 1982,
by Xxxxx and Associates.
O. "TWIP" means Tampa West Industrial Park, Inc., a Florida
corporation whose business address is Xxxx Xxxxxx Xxx 00000, Xxxxx, Xxxxxxx
00000.
2. The Transactions.
The parties hereto covenant and agree to promptly, when requested in an
orderly sequence, execute and deliver or cause the prompt execution and
delivery of all documents that may be reasonably requested by either party,
whether or not specifically referred to herein, and to cooperate in all other
respects, necessary or appropriate to accomplish the following transactions:
A. TWIP shall execute and deliver any and all documents
reasonably necessary or appropriate to close and effectuate the Institutional
First Mortgage.
B. TWIP shall enter into the Construction Contract.
C. REFLECTONE shall lend TWIP the sum of ONE MILLION DOLLARS
($1,000,000), pursuant to the Funding Loan Agreement which amount shall be
evidenced by the Note and secured by a first mortgage on the Building and
Addition.
D. TWIP shall provide the sum of TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000) toward the balance of the total cost of the Addition.
E. TWIP and REFLECTONE shall enter into the Lease To Build
Addition.
F. REFLECTONE shall amend the Lease, to among other things,
release Parcel 2 therefrom.
3. Institutional First Mortgage.
TWIP shall execute and deliver all documents reasonably necessary or
appropriate to close and effectuate the Institutional First Mortgage. The
parties covenant and agree that said Institutional First Mortgage may be with
Union Mutual Life Insurance Company or any other institutional lender provided
that the terms and conditions are reasonable and substantially the same as
those set forth on the Application attached hereto as Exhibit "A."
3
4. Construction Contract.
TWIP will enter into the Construction Contract attached hereto as
Exhibit "B". The total cost of construction as set forth therein is ONE
MILLION FOUR HUNDRED AND TWO THOUSAND DOLLARS ($1,402,000) of which ONE
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($l,250,000) is the
responsibility of and shall be paid by TWIP and $lS2,000.00 is the
responsibility of and shall be paid by Reflectone. Said Construction
Contract shall not be amended or modified without the prior written consent
of REFLECTONE. REFLECTONE has prepared the plans and specifications
attached to the Construction Contract, and TWIP has caused the
certification of same by Licensed Engineers (structural, civil,
mechanical, electrical).
5. Construction Loan Agreement, Note, Mortgage.
The parties agree that REFLECTONE shall lend TWIP the sum of ONE
MILLION DOLLARS ($1,000,000) and TWIP shall repay said amount to REFLECTONE
pursuant to the Funding Agreement as attached hereto as Exhibit "C," which
debt shall be evidenced by the Note attached hereto as Exhibit "D," and
secured by a Mortgage attached hereto as Exhibit "E."
6. Cost of Addition.
TWIP agrees that it shall contribute the sum of TWO HUNDRED FIFTY
THOUSAND DOLLARS (S250,000) to the total cost of construction.
7. Leases.
The parties covenant and agree to execute and exchange or cause the
execution and exchange of the Lease to Build Addition attached hereto as
Exhibit "F," the Land Lease attached hereto as Exhibit "G," and the Fifth
Amendment to Lease to Build Addition attached hereto as Exhibit "H."
4
8. Representations and Warranties of TWIP. TWIP represents and
warrants to REFLECTONE that:
A. Organization, Standing, Powers.
I. TWIP as a corporation:
a. is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida: and
b. has the corporate power and authority to own
its respective properties and assets and to carry on its respective
business as now being conducted; and
c. is duly qualified to do business in every
jurisdiction where such qualification is necessary.
d. has the power to execute, deliver and perform
this Basic Agreement and all agreements and documents referred to herein or
necessary or appropriate to effectuate the intent hereof.
B. Authorization of Actions.
I. The execution, delivery and performance of this
Basic Agreement and all agreements and documents referred to herein or
necessary or appropriate to effectuate the intent hereof
a. have been duly authorized by all requisite
corporate action (including approvals by the shareholders if required by
applicable law).
b. will not violate
1. any provision of applicable law, any
governmental rule or regulation, any order of any court or other agency of
government or the Certificate of Incorporation or Bylaws, or
2. any provision of any indenture,
agreement or other instrument to which it or they are a party or which it
or they or any of their respective properties or assets are bound, or be in
conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under, any such indenture, agreement or
other instrument or result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of their properties
or assets.
c. No registration with or consent or approval
of, or other action by, any Federal, state or other governmental authority
or regulatory body, including, without limitation, the Environmental
Protection Agency) is required in connection with the execution, delivery
and performance of this Basic Agreement or with the execution, delivery and
performance of a11 agreements and documents referred to herein or necessary
or appropriate to effectuate the intent hereof.
5
C. Title to Properties.
TWIP has or will acquire good title to all of its respective
properties which are referred to herein or in any of the agreements and
documents referred to herein, or necessary or appropriate to effectuate the
intent hereof, and all such property is free and clear of all mortgages,
pledges, liens, charges and other encumbrances of any nature whatsoever,
except as disclosed on Exhibit "I" attached hereto.
D. Other Instruments.
i. TWIP is not a party to any agreement, indenture,
lease or any other instrument or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree, rule or
regulation materially and adversely affecting its business, properties,
condition, financial or otherwise; and,
ii. TWIP is not in default in the performance,
observance or fulfillment of any of any material obligations, covenants or
conditions contained in any agreement or instrument of which they are a
party.
9. Representations and Warranties of Reflectone.
REFLECTONE represents and warrants to TWIP, that:
A. Organization, Standing, Powers.
i. REFLECTONE as a corporation:
a. is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware; and
b. has the corporate power and authority to own
its respective properties and assets and to carry on its respective
business as now being conducted; and
c. is duly qualified to do business in every
jurisdiction where such qualification is necessary.
d. has the power to execute, deliver and perform
this Basic Agreement and all agreements and documents referred to herein or
necessary or appropriate to effectuate the intent hereof.
B. Authorization of Actions.
i. The execution, delivery and performance of this
Basic Agreement and all agreements and documents referred to herein or
necessary or appropriate to effectuate the intent thereof:
6
a. Have been duly authorized by all requisite
corporate action (including approvals by the shareholders if required by
applicable law)
b. will not violate
1. any provision of applicable law, any
governmental rule or regulation, any order of any court or other agency of
government or the Certificate of Incorporation or Bylaws, or
2. subject to receipt of waivers, any
provision of any indenture, agreement or other instrument to which it is a
party or by which it or any of its respective properties or assets are
bound, or be in conflict with, result in a breach of or constitute (with
due notice of lapse of time or both) a default under any such indenture,
agreement or other instrument or result in the creation or imposition of
any lien, charge or encumbrance of any nature whatsoever upon any of its
properties or assets.
C. Other Instruments.
i. It is not a party to any agreement, indenture,
lease or any other instrument or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree, rule or
regulation materially adversely affecting its business, properties, assets,
operations or condition, financial or otherwise; and,
ii. It is not in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained
in any agreement or instrument to which it is a party.
10. Conditions - Representations and Warranties.
The obligations of the parties to consummate the transactions
referred to in Article 2 hereof are subject to the representations and
warranties by each party as set forth herein being true and correct on and
as of the date of each respective transaction with the same affect as
though such representations and warranties had been made on and as of such
date.
11. Documents and Cooperation. The parties covenant and agree that
on or before the date hereof or on or before the date of any of the
transactions contemplated by Article 2 hereof, each shall furnish promptly
upon the reasonable request of the other, any and all certificates of
corporate documents, resolutions, good-standing certificates, encumbancy
certificates, "bring-down" certificates, or any other agreements,
instruments or documents that may be requested by any party hereto.
7
12. Miscellaneous.
A. Notices. Any notice shall be conclusively deemed to have
been received by a party hereto and shall be effective on the day on which
delivered to such party,
i. in the case of REFLECTONE, addressed to REFLECTONE,
as the case may be, at: 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000,
Attention of the President, with a copy to Messrs, Rockwood, Xxxxxxxxx &
Xxxxx, P.C., Xxx Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, Attention of
Xxxxx X. Xxxxxxxxx, Esq., and
ii. in the case of TWIP, addressed to Xxxx Xxxxxx Xxx
00000, Xxxxx, Xxxxxxx 00000, Attention of Xxxxx X. Xxxxxx, or if sent by
registered mail, on the third business day after the date on which mailed,
addressed to REFLECTONE or TWIP, as the case may be, at its addresses as
set forth above. The parties may designate by notice in writing to the
other party, another addressee for the purposes hereof.
B. Survival of Agreement. All covenants, agreements,
representations and warranties made herein and in the certification
delivered pursuant hereto not fully accomplished or performed at closing
shall survive the closing by the parties of any of the transactions
contemplated by this Basic Agreement and shall continue in full force and
effect so long as the principal of or any accrued interest on the Note is
outstanding and unpaid. Whenever in this Basic Agreement any of the parties
hereto is referred to, such references shall be deemed to include the suc-
cessors and assigns of such party. A11 covenants, promises and agreements
by or on behalf of the parties which are contained in this Agreement shall
inure to the benefit of the successors and assigns of the parties.
8
C. Applicable Law.. This Basic Agreement and any and all
documents or agreements referred to herein or necessary or appropriate to
effectuate the intent of the parties shall be constituted in accordance
with and governed by the laws of the State of Florida.
D. Modification of Agreement. No modification or waiver of
any provision of this Basic Agreement or any and all documents or
agreements referred to herein or necessary or appropriate to effectuate the
intent of the parties, nor consent to any departure by the parties
therefrom, shall in any event be effective unless the same shall be in
writing and signed by the parties hereto, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for
which given.
E. Application For Bond Issue. The parties acknowledge: (a)
that Reflectone has applied for and received approval from the Hillsborough
County Industrial Development Authority ("HCIDA") for a bond issue (the
"Bond Issue"), in which part of the proceeds thereof would be utilized to
retire the Note; (b) that Reflectone is proceeding to take such steps as
may be necessary to close said Bond Issue; (c) that because of the
relationship of the parties hereto in their various capacities including
that of Lessor and Lessee, the full and complete cooperation of TWIP is
required for Reflectone to consummate the Bond Issue, therefore, the
parties hereto agree that: for so long as Reflectone's application for said
Bond Issue is pending before the HCIDA, the provisions of a rider attached
hereto as Exhibit "J" shall be deemed a part of this Basic Agreement and
shall be an addition to, and not in lieu of, the terms and provisions of
this BASIC Agreement, except where the terms of the rider conflict with the
terms herein in which event the terms of the rider shall control.
F. Expenses. In connection with the transactions con-
templated hereby, the parties agree that TWIP shall pay all expenses listed
on Exhibit "K" attached hereto, and Reflectone shall pay all others.
G. Waiver of Rights for the Parties. No failure or delay on
the part of the parties in exercising any right, power or privileges under
this Basic Agreement, or any other and all documents or agreements referred
to herein or necessary or appropriate to effectuate the intent of the
parties, shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise or the exercise of
any other right, power or privilege.
H. Severability. In case any one or more of the provisions
contained in this Basic Agreement or any other and all documents or
agreements referred to herein or necessary or appropriate to effectuate the
intent of the parties, should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby.
9
I. Counterparts. This Basic Agreement may be executed in two
or more counterparts, each of which shall constitute an original, but all
of which, when taken together, shall constitute but one instrument, and
shall become effective when copies hereof which, when taken together, bear
the signatures of each of the parties hereto, shall be delivered or mailed
to the parties.
I. Headings. Section headings used herein are for
convenience of references only and are not to affect the construction of,
or be taken into consideration in, interpreting this Agreement.
IN WITNESS WHEREOF, REFLECTONE and TWIP have caused this Agreement to
be duly executed and delivered, all on the day and year first above
written.
Witnesses: REFLECTONE, INC.
/s/Xxxxxxx X. Xxxxxx
/s/Xxxxxxx X. Xxxxxx /s/Xxxxxx Xxxxxx, Exec V.P.
By
TAMPA WEST INDUSTRIAL
PARK, INC., a Florida
corporation
/s/Xxxxxxx X. Xxxxxx
/s/Xxxxxxx X. Xxxxxx /s/Xxxxx X. Xxxxxx, V.P.
By
10
