TWELVE-MONTH
OCCUPANCY AGREEMENT
Date: September 15, 1999
This Agreement sets forth the terms of the Month-to-Month Occupancy
(hereinafter "Lease") arrangement between Gateway Executive Quarters with an
address of Suite 1000, 0000 XXX Xxxxxxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx and the
undersigned tenant. The terms of occupancy are as follows:
1. Term Date: September 15, 1999 to September 30, 2000
2. Name of tenant, address, fax and phone: xxxxxxxx.xxx, inc, 0000
Xxxxxxxx Xxxxx, Xxxxx X0, Xxxxxxx Xxxxx, XX 000000, (000) 000-0000.
3. Description of Premises: Business identity suite(s) 1024, 1026, 1028,
and 1039 on the tenth floor of the building located at 0000 XXX Xxxxxxxxx,
Xxxx Xxxxx Xxxxxxx, Xxxxxxx.
4. Use: Solely for office purposes and no other use or purposes.
5. Rent: $4,000.00 per month together with reimbursement of applicable
tax pass-thru thereon (currently 6%) for a total monthly payment of $4,240.00
and a term sum of $48,760.00.. Billing will be monthly, and prorated on a
calendar basis. An additional rent of twenty-five dollars ($25.00) per suite,
per day will be charged when contract rents are received after the third (3rd)
day of the month.
6. Support and Telephone Service Deposit (refundable, non-interest
bearing): $1,500.00. Support and telephone services are available as shown on
the Schedule of Services attached hereto as Exhibit "A." Said Services and
costs are subject to change. All support and telephone services will be
billed monthly as additional rent and subject to the same default and remedy
provisions provided herein. Said deposit is non-interest bearing and
refundable upon termination of this Agreement so long as all rent payments are
current to date of termination.
An inventory of all office furniture and equipment provided by Landlord
for which additional rent shall be due and which inventory shall be amended
from time to time as required by Tenant and acknowledged in writing is
attached hereto as Exhibit "B."
7. GEQ Club yearly membership for savings up to 12 month
(Non-refundable): 17,600 shares of common stock that is sale restricted for 12
months. In consideration of this payment the base rental rate will remain
fixed for 12 months from date of occupancy.
8. Utilities provided by Landlord: Water & Sewer.
9. Utilities paid for by Tenant: Cable, Electricity, Telephone,
Internet & A/C.
10. Condition of premises: Tenant accepts the premises "as is." Tenant
may not alter or improve the premises without Landlord's prior written
consent.
11. Assignment/subletting: Tenant may not assign this Agreement or
sublet the premises.
12. Attorney's Fees: In the event of any litigation arising out of or in
connection with this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs at the trial and all appellate
levels and in any bankruptcy proceedings.
13. Normal Business Hours of Operation are as follows: Monday through
Friday except for Legal Holidays:
9:00 am to 5:00 pm EDST Reception & Production Rooms
8:00 am to 6:00 pm EDST Kitchen & Common Areas
Weekend, Holiday and After Hours Operation are as follows:
7:00 am to 11:00 pm EDST Tenant Suites
14. Tenant will comply with Building rules and regulations, including,
but not limited to rules regarding security services, as may be modified from
time-to-time by Landlord. Beyond Normal Business Hours of Operation, Tenants
will sign in and out of the suite. Additional charges for A/C and electricity
will be billed pro-rata to tenants occupying suites beyond Normal Business
Hours. Business attire or casual business attire shall be worn during normal
business hours. Building rules and regulations are attached hereto as Exhibit
"C" and incorporated herein as if fully set forth.
15. Parking spaces for sixty-five (65) cars are available to all Gateway
Executive Quarters tenants on an unassigned, "first come, first served" basis.
Standard Provisions are attached and incorporated herein by reference.
GATEWAY EXECUTIVE QUARTERS
BY: /s/
Tenant
STANDARD PROVISION
TO OCCUPANCY AGREEMENT
1. Notice: All notices under this Agreement shall be in writing.
2. Absence of Abatement: There shall be no abatement, set-off or
apportionment of rent payable by the Tenant relative to any failure of the
Landlord to furnish any of the services herein referenced or the making of any
of the repairs or maintenance. The Landlord shall use diligence to provide
services described herein, and to make any required repairs or maintenance.
3. Termination: Tenant shall, at the termination of said tenancy, quietly
yield up the premises, together with Landlord's furnishings, if any, in as
good and tenantable condition in all respects as the same were at the
beginning of the Lease term.
4. Default: It shall be a default if Tenant abandons the premises, or if
Tenant defaults in the payment of scheduled rental payments, including
additional rent and any other charges becoming due under this Lease. Such
abandonment shall not release Tenant from its obligations to pay rent
according to the Lease, even if Landlord shall retake the premises. If any
default is made in the payment of rent as set forth herein, or if Tenant
violates any covenant of this Lease, Landlord shall be entitled to re-enter
and retake possession immediately upon and in accordance with a Notice being
posted to the Tenant's office suite door identified in Paragraph 3 of the
Lease. Notice is deemed delivered upon posting to office suite door. In the
event that legal action is necessary to recover possession of the premises,
recover rental payments or other damages, or to enforce the provisions of this
Lease, the Tenant agrees to pay to the Landlord all reasonable attorney fees
and costs (including any appeal). Any action regarding this Lease shall be
governed by Florida law and shall be brought in the courts of Palm Beach
County, Florida.
5. Maintenance/Repairs: Landlord shall have the right to enter the premises
at reasonable hours to examine the same, or to make such repairs, additions
and alterations as Landlord shall deem necessary for safety, preservation or
convenience of Tenant or other occupants of the building, if any.
6. Governing Statutes: This Lease is subject to the applicable terms of the
Nonresidential Landlord and Tenant Act (Section 83, Florida Statutes) and any
other applicable Florida law.
7. Entire Agreement/Binding Effect: All covenants and agreements herein
contained shall extend to and bind the heirs, personal representatives,
successors and assigns of each party hereto.
8. Attorney Fees/Venue: Tenant shall indemnify, defend and hold harmless
Landlord against any expense, loss or liability paid, suffered or incurred,
including attorneys' fees (at both trial and appellate levels) resulting from
any breach by Tenant, its agents, customers or visitors of any agreement in
this Lease, or result from the Tenant's use or occupancy of the premises, or
the carelessness, negligence or improper conduct of Tenant, its agents,
customers or visitors.
9. Risk of Loss: Tenant agrees that any personal property brought onto the
premises is done so at Tenant's own risk and if any loss or damage occurs,
Landlord is not liable.
10. Insurance: Tenant shall maintain, at all times during the term of the
Lease, Worker's Compensation and Employer's Liability insurance at legally
required levels for the benefit of all employees entering upon the building as
a result of or in connection with their employment by Tenant. Tenant shall
maintain at its sole cost and expense, insurance covering all contents owned
by Tenant, if any.
11. Non-Compete: Due to certain unique services rendered by Landlord (such
as clerical aid, telephone answering, secretarial and similar support services
of Landlord), the Landlord is in effect (pursuant to this Lease), providing
Tenant temporary support services similar to that provided through temporary
personnel agencies. Since it is in the best interest of Landlord and all of
its Tenants to maintain highly skilled help, Tenant represents and warrants to
Landlord, its successors and assigns, that Tenant (or employees, agents or
associates of the Tenant) shall not, during the Lease Term (and for a period
of six months after the expiration or other termination of this Lease or
disposition of Tenant from the Executive Suite), solicit, agree to employ,
employ or place any of the employees of Landlord (regardless of whether
Landlord has discharged such employee or such employee has voluntarily left
Landlord's employ). Further, it is expressly recognized and acknowledged
between the parties hereto that in the event Tenant breaches the forgoing
representation and warranty, Tenant shall pay to Landlord on demand the sum of
fifteen hundred dollars ($1,500.00), or 35 percent of the employee's resulting
yearly salary (whichever is greater) as liquidated damages (in addition to
equitable relief to which Landlord may be entitled) and not as penalty, for
each employee with respect to whom such breach shall occur, it being mutually
agreed that actual damages flowing from Tenant's breach of this representation
and warranty are from the nature of the case, impracticable or extremely
difficult to ascertain with any reasonable certainty as of the date hereof.
This representation and warranty shall survive termination of this Lease.
The Tenant shall not compete with the Landlord in Executive Support services,
and may not sell copies, faxes in or out, postage, secretarial services, room
rentals or other services of the Landlord. Tenant is expressly prohibited
from installing high-speed copying equipment. Any violation of this provision
may, at the option of the Landlord, be a breach of the terms and conditions of
this Lease. Alternatively, the Landlord may levy a liquidated monthly
surcharge of $100.00 per incident. Nothing herein shall prevent the Tenant
from using office equipment owned or leased by the Tenant in the regular
course of the Tenant's business.
12. Landlord's Right to Relocate. By giving the Tenant a written notice of
not less than sixty (60) days, the Landlord reserves the right to relocate the
Tenant to another space at the Center similar in size and location. In the
event of such relocation, the Landlord shall pay all reasonable relocation
costs, as applicable. These relocation costs include all tenant improvement
work, interior finishes, communication equipment, signage, stationery and
direct moving expenses. The Landlord shall not have the right to adjust the
per square foot rate as a result of any such relocation. Alternatively, upon
receipt of such notice to relocate, and by giving the Landlord not less than
fifteen (15) days written notice, the Tenant may terminate this Lease. Any
such termination shall not relieve Tenant from paying any amounts due or
accrued through said termination date.
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13. Severability: If any of the provisions in this Agreement shall for any
reason be declared or held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision thereof and this Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
14. Entire Agreement: This Agreement represents the entire Agreement between
the parties and supersedes all other negotiations, understandings, and
representations, if any, made by and between the parties.
Initials:__________
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EXHIBIT "B"
INVENTORY
_________________________________________________ $__________________
_________________________________________________ $__________________
_________________________________________________ $__________________
TENANT ACKNOWLEDGES receipt of a copy of this page.
By:______________________________________________ Date:___________________
Tenant
