SUBLEASE AGREEMENT
This Sublease Agreement (the "Sublease") is executed this 4th day of
November, 1999, by and between ADMINASSISTANCE, INC., a District of Columbia
corporation ("Sublessor") and GROUP LONG DISTANCE, INC. a Florida corporation
("Sublessee").
WITNESSETH:
WHEREAS, 15-PLUS HOLDING COMPANY, a California corporation, as
Landlord ("Landlord") and Sublessor as Tenant executed a Lease Agreement dated
June 2, 1997 (the "Lease"), with respect to certain Premises described therein
(the "Premises"), a copy of which is attached hereto as Exhibit A; and
WHEREAS, Sublessor desires to sublease the entire Premises (the
"Subleased Premises") under and subject to the terms of the Lease and Sublessee
desires to lease the Subleased Premises from Sublessor.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree as follows:
1. Lease. This Sublease is expressly made subordinate and subject to all of the
terms, conditions and limitations contained in the Lease, with which Sublessee
agrees to comply, to the extent applicable, except Sublessee's rental
obligations shall be as set forth in this Sublease. Should Sublessor default in
payment of Rent due to the Landlord under the Lease, Sublessee has the right to
pay any amounts not paid by Sublessor and Landlord's consent to such payment is
acceptance by Landlord as performance on the part of Sublessor, in keeping the
Lease in full force and effect. Any such payment by the Sublessee shall be
credited on the amounts next due from Sublessee to Sublessor under this
Sublease. If any conflict between the Lease and the Sublease occurs, the
provisions of the Lease shall control.
2. Term. The term of this Sublease shall be for the period from November 15,
1999, through June 30, 2000, the termination of the Lease by its terms.
3. Rent; Default.
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a. Sublessee shall pay for the use and occupancy of the Subleased
Premises a monthly total rental in the amount of One Thousand
Five Hundred Dollars ($1,500.00). Sublessee shall not be
obligated to pay any Additional Rent as defined under the
Lease, except for Additional Services as provided under
Paragraph 5 of this Sublease. Sublessee's payments of rent
under this Sublease shall be due on or before the first day of
each month for the term of the Lease and Sublease, and
Sublessee shall be deemed to be in default hereunder if rent
is not paid by the tenth (10th) day of the month.
b. Sublessor unconditionally assigns to Landlord any and all
payments due from Sublessee to Sublessor under the Sublease
(the "Rents"). Sublessor acknowledges that this assignment is
present, absolute and unconditional and Landlord shall
therefore have the right to collect the Rents and to apply
them in payment of any sums payable by Sublessor under the
Lease. However, Sublessor shall have a license to collect the
Rents until the occurrence of a default by Sublessor under the
Lease. If a default occurs, Sublessor's right to collect the
Rents shall be suspended until the default is cured. During
such period, Landlord shall have the right to collect the
Rents and apply them toward Sublessor's obligations under the
Lease. Landlord's acceptance of any payment from
Sublessee as a result of any default does not release
Sublessor from liability under the terms, covenants,
conditions, provisions or agreements under the Lease.
c. Sublessee shall pay Rents to Sublessor at the Washington, D.C.
address set forth in Paragraph 7 of this Sublease, below, or
at such place as Sublessor may designate from time to time in
writing (and such rent payments shall be delivered to
Sublessor at such address by the due date therefor), unless
and until Sublessee is notified by Landlord that it shall
begin paying rents directly to Landlord, in which event
Sublessee shall pay the Rents to Landlord at
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d. Sublessee shall be deemed to be in default under this Sublease
in the event that Sublessee (i) fails to pay the rent due
hereunder within ten (10) days after the date such rent is
due, or (ii) fails to observe or perform any of the other
terms hereof, and the same continues for a period often (10)
days after written notice thereof from Sublessor.
e. Upon the execution hereof, Sublessee shall pay Sublessor
an amount equal to Three Thousand Dollars ($3,000.00), which
amount represents One Thousand Five Hundred Dollars
($1,500.00) for the first full month's rent (the "First
Installment") and One Thousand Five Hundred Dollars
($1,500.00) for the last month's rent (the "Last Installment")
payable by Sublessee hereunder.
f. Because the term hereof is expected to commence in the middle
of November, 1999, Sublessor shall apply the First Installment
toward the rent due for November, 1999 (a partial month), and
the remainder of the First Installment toward the rent due for
December, 1999, so Sublessee's rental payment for December,
1999, shall be reduced by that portion of the First
Installment so applied. Sublessor will credit the Last
Installment against Sublessee's rental payment for the last
month of the term hereof.
4. Termination.
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a. If at any time prior to the expiration of the term of the
Sublease, the Lease shall terminate or be terminated for any
reason (or Sublessor's right to possession shall terminate
without termination of the Lease), the Sublease shall
simultaneously terminate. However, Sublessee agrees; at the
election and upon written demand of Landlord prior to the
termination of the Lease, and not otherwise, to attorn to
Landlord for the remainder of the term of the Sublease, such
attornment to be upon all of the terms and conditions of the
Lease. The foregoing provisions shall apply notwithstanding
that, as a matter of law, the Sublease may otherwise terminate
upon the termination of the Lease and shall be self-operative
upon such written demand of Landlord, and no further
instrument shall be required to give effect to said
provisions. Upon demand of Landlord, however, Sublessee agrees
to execute, from time to time, documents in confirmation of
the foregoing provisions satisfactory to Landlord in which
Sublessee shall acknowledge such attornment and shall set
forth the terms and conditions of its tenancy. Nothing
contained in this paragraph shall be construed to impair or
modify any right otherwise exercisable by Landlord, whether
under the Lease, any other agreement or by law.
b. Landlord shall not (i) be liable to Sublessee for any act,
omission or breach of the Sublease by Sublessor, (ii) be
subject to any offsets or defenses which Sublessee might have
against Sublessor, (iii) be bound by any rent or additional
rent which Sublessee might have paid in advance to Sublessor,
or (iv) be bound to honor any rights of
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Sublessee in any security deposit made with Sublessor, except
to the extent Sublessor has turned over such security deposit
to Landlord. Sublessor hereby agrees that in the event of
Lease Termination, Sublessor shall immediately pay or transfer
to Landlord any security deposit, rent or other sums then held
by Sublessor.
5. Additional Services. Should Landlord furnish additional services to Sublessee
in addition to those provided under the Lease, Sublessor consents to Landlord
billing Sublessee directly, without notice to Sublessor; provided that Sublessee
must obtain Sublessor's prior written consent if Sublessee obtains such
additional services from Landlord, and Sublessee shall not procure any such
additional services for which the cost exceeds commercially reasonable amounts.
Should Sublessee fail to pay said amounts as additional rent under the Lease,
Sublessor agrees to pay such amounts to Landlord upon written demand. A failure
by Sublessor to pay upon demand shall constitute a payment default under the
Lease.
6. Use. Sublessee shall use the Subleased Premises for the operation of general
office space and ancillary uses, and for no other purpose, without the prior
written consent of Sublessor and Landlord.
7. Notice. Notices given hereunder shall be given as required under the Lease to
the parties at the following addresses:
SUBLESSOR: ADMINASSISTANCE, INC.
c/o Hire Standard Staffing
0000 Xxxxxxxxxxx Xxxxxx, XX
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxxx
SUBLESSEE: GROUP LONG DISTANCE
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx
8. Indemnification.
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a. Sublessor and Sublessee agree to indemnify and hold Landlord
harmless from and against any loss, cost, expense, damage or liability,
including reasonable attorneys' fees, incurred as a result of a claim
by any person or entity (i) that it is entitled to a commission,
finder's fee or the like payment in connection with the Sublease or
(ii) relating to or arising out of the Sublease or any related
agreements or dealings.
b. Sublessee agrees to indemnify Sublessor against, and hold Sublessor
harmless from, any loss, cost, liability or expense (including, without
limitation, reasonable attorneys' fees and related disbursements)
incurred by Sublessor by reason of (i) any injuries to persons or
damage to property occurring in, on or about the Subleased Premises,
other than those arising from the gross negligence or willful
misconduct of Sublessor, or (ii) any work or thing whatsoever done or
condition created by Sublessee in, on, or about the Subleased Premises
or the Building, or (iii) any act or omission of Sublessee, its agents,
contractors, servants, employees, invitees or licensees, or (iv) any
failure by Sublessee to perform or observe any of the covenants and
obligations required of Sublessee under this Sublease. In furtherance
of the foregoing, Sublessee shall not (y) do or permit to be done
anything prohibited to Sublessor, as tenant under the Lease,
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or (z) take any action or do or permit any action which would result
in any additional cost or other liability to Sublessor or Landlord
under the Lease or this Sublease and that is prohibited under the
Lease or this Sublease. Sublessee's obligations under this paragraph
shall survive the expiration or termination of this Sublease.
c. Sublessor agrees to indemnify Sublessee against, and hold
Sublessee harmless from, any loss, cost, liability or expense
(including, without limitation, reasonable attorneys' fees and related
disbursements) incurred by Sublessee by reason of (i) any injuries of
persons or damage to property which occurred prior to the commencement
of the term of this Sublease, on or about the Subleased Premises,
other than those arising from the gross negligence or willful
misconduct of Sublessee; or (ii) any work or thing whatsoever done or
condition created by Sublessor in, on, or about the Subleased Premises
or the Building; or (iii) any act or omission of Sublessor, its
agents, contractors, servants, employees, invitees or licensees; or
(iv) any failure by Sublessor to perform or observe any of the
covenants and obligations required of Sublessee under this Sublease.
In furtherance of the foregoing, Sublessor shall not (y) do or permit
to be done anything prohibited to Sublessor, as tenant under the
Lease, or (z) take any action or do or permit any action which would
result in any additional cost or other liability to Sublessee or
Landlord under the Lease or this Sublease and that is prohibited under
the Lease or this Sublease. Notwithstanding anything to the contrary
herein, Sublessor's agreement to indemnify Sublessee hereunder shall
be subject to the waiver of subrogation endorsement more fully
described in Paragraph 11, below.
9. Covenant Regarding Lease. Sublessee covenants and agrees that Sublessee shall
not do anything that would constitute a default under the Lease or omit to do
anything that Sublessee is obligated to do under the terms of this Sublease so
as to cause a default under the Lease. Sublessor covenants and agrees that
Sublessor shall not do anything that would constitute a default under the Lease
or omit to do anything that Sublessor is obligated to do under the terms of this
Sublease so as to cause a default under the Lease. Sublessor represents and
warrants to Sublessee that the Lease is currently in good standing and all sums
due under the Lease have been paid current as of November 1, 1999.
10. As Is Condition. Sublessee represents it has made a thorough examination of
the Subleased Premises and it is familiar with the condition hereof. Sublessee
acknowledges that it enters into this Sublease without any representations or
warranties by Sublessor or the Landlord, or anyone acting or purporting to act
on behalf of Sublessor or Landlord, as to the present or future condition of the
Subleased Premises or the appurtenances thereto or any improvements therein, or
of the Building, except as specifically set forth in this Sublease. It is
further agreed that Sublessee does and will accept the Premises "AS IS" as of
the date of this Sublease.
11. Insurance. Sublessee acknowledges that neither Landlord nor Sublessor will
carry any insurance, in favor of Sublessee, on Sublessee's furniture, fixtures,
equipment, improvements, appurtenances or other property of Sublessee in or
about the Subleased Premises. Sublessee agrees to carry the insurance coverages
specified in paragraph 14 of the Lease throughout the term of the Sublease, and
the original policy or policies or duly executed certificates for the same, and
satisfactory evidence of payment of the premium thereof, shall be delivered to
Sublessor on or before the commencement date of this Sublease, and upon renewals
of such policies, not less than fifteen (15) days prior to expiration of the
term of any such coverage. To the extent Landlord has agreed to reduce the
required insurance coverage limits for Sublessor's insurance policies, Landlord
also agrees to reduce the required insurance coverage limits for Sublessee's
insurance policies. The property damage, fire or extended coverage insurance
policy obtained by Sublessee, and covering the Subleased Premises, or the
personal property, fixtures and equipment located therein, shall contain an
endorsement pursuant to which the respective insurance companies waive
subrogation against Landlord and Sublessor (provided such endorsement is
available),
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and Sublessee hereby releases Sublessor and Landlord to the limits of such
insurance policies with respect to any claim which it might otherwise have
against Sublessor and Landlord for loss, damage or destruction with respect to
its property by fire or other casualty.
12. Notices. Sublessor shall provide to Sublessee within ten (10) business days
of receipt of same, any notices received from Landlord or its agents in
connection with this Lease or Sublease.
13. Miscellaneous.
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a. This Sublease may not be amended without the prior written
consent of Landlord and Sublessor. Sublessee shall have no
right to assign the Sublease or further sublet the Subleased
Premises without the prior written consent of Sublessor and
Landlord.
b. If any provision of this Sublease shall be invalid or
unenforceable, such provision shall be severable and such
invalidity or unenforceability shall not impair the validity
of any other provision of this Sublease.
c. This Sublease may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
d. This Sublease shall be binding upon and inure to the benefit
of the parties' respective successors and assigns, subject to
all agreements and restrictions contained in the Lease and
this Sublease with respect to sublease, assignment or other
transfer. The agreements contained herein and the Lease
constitute the entire understanding between the parties with
respect to the subject matter hereof and supercede all prior
agreements except for the Lease, written or oral,
inconsistent herewith.
e. If Landlord elects to charge such fee, Sublessor shall be
responsible for paying to Landlord the transfer fee pursuant
to Section 13.B(6) of the Lease in the amount of One Thousand
Five Hundred Dollars ($1,500.00).
f. In the event of any litigation between the parties hereto,
the prevailing party shall be entitled to obtain, as part of
the judgment, all reasonable attorney's fees, costs and
expenses incurred in connection with such litigation, except
as may be limited by applicable law.
14. Landlord's Consent. This Sublease is conditioned upon Landlord's consent to
this Sublease, in the form attached hereto as Exhibit B. Sublessor shall be
responsible for requesting Landlord's consent.
[Signatures appear on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Sublease the
day and year first above written.
SUBLESSOR:
ADMINASSISTANCE, INC.
By: /s/ Xxxxx Xxxxxxx, President
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By:
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SUBLESSEE:
GROUP LONG DISTANCE, INC.
By: /s/ Xxxxx Xxxxx
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By: President
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