EXHIBIT 10.8
LEASE
THIS AGREEMENT, entered into this 1st day of July, 1995, by and between
MADISON BUILDING, INC., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx, a
Florida corporation, hereinafter called Lessor, party of the first part, and
TELECOMMUNICATIONS SERVICE CENTER, INC., of the County of Hillsborough and State
of Florida, hereinafter called Lessee.
WITNESSETH, That the said Lessor does this date lease unto said Lessee,
and said Lessee does hereby hire and take as Tenant under said Lessor, the space
situated in the office building of the Lessor located at 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx, Xxxxxxx, and more particularly described as follows:
Approximately 2,300 square feet of office space located on the south side
of the Twelfth Floor of the Landmark Building, and more particularly
described in the drawing attached hereto and marked Exhibit "A". Note: The
space shall be known as Suite 1215.
(Approximate square footage is 2,300 square feet or 2.30% of the building net
usable area per B.O.M.A. standard)
The aforesaid space is to be used and occupied by the Lessee as an office
for telecommunication and associated activities and for no other purpose of uses
whatsoever, for the term of five years, and beginning the 1st day of [ILLEGIBLE]
and ending the 30th day of June, 2000, at and for the agreed total base rental
of One Hundred [ILLEGIBLE] Dollars, plus applicable sales tax, payable as
follows:
Beginning July 1, 1995: Base rental in the amount of $1,916.67, plus
applicable Florida State and local tax (currently 6.5%) of $124.58, for a
total monthly rental of $2,041.25.
Note: Base rental may be amended after a more accurate measure of the
space is obtained.
All payments are to be made to the Lessor on the first day of each and every
month in advance without demand at the office of the Lessor at 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000, in the City of Xxxxx, Xxxxxxx 00000, or at such other place
and to such other person as the Lessor may from time to time designate in
writing.
The following express stipulations and conditions are made a part of this
lease and are hereby agreed to by the Lessor and Lessee:
ASSIGNMENT, 1. The Lessee shall not assign this lease, nor sub-let
ALTERATIONS the premises, or any part thereof nor use the same, or any
part thereof, nor permit the same, or any part thereof, to be
used for any other purpose than as above stipulated, nor make
any alterations or additions thereto, without the written
consent of the Lessor. All additions, fixtures or improvements
which may be made by Lessee, except movable office furniture
and equipment, 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.
PERSONAL 2. All personal property placed or moved on the premises
PROPERTY above described shall be at the risk of the Lessee or Owner
thereof, and Lessor shall not be liable for any loss or damage
to said personal property.
GOVERNMENTAL 3. The Lessee shall promptly execute and comply with all
REGULATION statutes, ordinances, rules, orders, regulation, and
requirements of the Federal State and City Government and any
and all of their Departments and Bureaus applicable to said
premises, for the correction, prevention and abatement of
nuisances or other grievances, in, upon, or connected with
said premises during said term, and shall also promptly comply
with and execute all rules, orders and regulations of the
Southeastern Underwriters Association for the prevention of
fires.
DESTRUCTION 4. In the event the premises shall be destroyed or so
OF PREMISES damaged or injured by fire or other casualty during the life
of this agreement, whereby the same shall be rendered
untenantable, the Lessor shall have the right to render said
premises tenantable by repairs within ninety 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.
RULES; 5. The prompt payment of the rent for said premises upon
RENTAL the dates named, and the faithful observance of the rules and
PAYMENTS regulations printed upon this lease, and of such other and
further building 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 regulations now
in existence, or which may be 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 Lessor
hereunder.
ABANDONMENT 6. If the Lessee shall abandon or vacate said premises
before the end of the term of this lease, or shall suffer the
rent to be in arrears, the Lessor may, at his option,
forthwith cancel this lease, take possession of the premises,
and relet them with or without any furniture that may be
therein.
COLLECTION 7. Lessee agrees to pay all costs of collection,
including a reasonable attorney's fee, in the event it becomes
necessary for Lessor to employ an attorney to collect any
rents due hereunder or to enforce any of the terms of this
lease by legal action in law or equity.
COLLATERAL 8. The said Lessee hereby pledges and assigns to the
Lessor all the furniture, fixtures, goods and chattels of said
Lessee, which shall or may be brought or put on said premises
as security for the payment of the rent herein reserved, and
the Lessee agrees that the said lien may be enforced by
distress, foreclosure or otherwise at the election of the said
Lessor.
RENOVATION 9. Lessee understands and agrees that the Lessor may
decide to renovate, remodel or enlarge the building in which
said premises are located or structures adjoining the same and
owned or occupied by Lessor by addition of interior partitions
and walls or of additional floors or the installation of
fixtures and equipment or otherwise; Lessee agrees that he
will have no objection to such renovation and remodeling and
Lessor agrees that the same shall be accomplished with as
little inconvenience to the Lessee as possible.
RE-RENTAL 10. 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, or to
exhibit said premises, and to put or keep upon the doors or
windows thereof, a notice "FOR RENT" at any time within thirty
(30) days before the expiration of this lease. The right of
entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations, or additions, which do
not conform to this agreement, or the the rules and
regulations of the building.
PREMISES 11. Lessee hereby accepts the premises in the condition
ACCEPTANCE 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.
LESSOR 12. It is expressly agreed and understood by and between
LIABILITY the parties to this agreement, that the Landlord shall not be
liable for any damage or injury by water, explosion or smoke,
or resulting from fire, theft, windstorm, or other acts of
God, or from acts of war, which may be sustained by the said
Lessee or other person or for any other damage or injury
resulting from the carelessness, negligence, or improper
conduct on the part of any other Tenant.
BANKRUPTCY 13. If the Lessee shall become insolvent, or if
bankruptcy or receivership proceedings shall be begun by or
against the Lessee, 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 affecting 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.
SUCCESSORS 14. 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.
ESSENCE 15. 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.
NOTICES 16. It is understood and agreed between the parties
hereto that written notice mailed or delivered to the premises
leased hereunder shall constitute sufficient notice to the
Lessee and written notice mailed or delivered to the office of
the Lessor shall constitute sufficient notice to the Lessor,
to comply with the terms of this contract.
RIGHTS 17. The rights of the Lessor under this lease shall be
CUMULATIVE cumulative, and failure on the part of the Lessor to exercise
promptly any rights given hereunder shall not operate to
forfeit any of the said rights.
ADDITIONAL 18. It is further understood and agreed between the
CONSIDERATION parties hereto that any charges against the Lessee by the
Lessor for services or for work done on the premises by order
of the Lessee or otherwise accruing under this agreement shall
be considered as rent due and shall be included in any lien
for rent due and unpaid.
SIGNS 19. It is hereby understood and agreed that any signs or
advertising to be used, including awnings and draperies, or
anything which would tend to deface or disturb the uniformity
of the interior or exterior, in connection with the premises
leased hereunder shall be first submitted to the Lessor for
approval before installation of same.
SERVICES 20. Lessor agrees for the aforesaid consideration, to
furnish Lessee, while occupying the premises: water, cold and
refrigerated, at those points of supply provided for general
use of its Lessees; heated and refrigerated air conditioning,
at such times as Lessor normally furnishes these services to
all other tenants in the Building and at such temperatures and
in such amounts as are considered by Lessor to be standard;
such service on Saturdays, Sundays and Holidays to be optional
on the part of the Lessor. Elevator service will be available
at all times, where applicable. Janitor service and electric
lighting service will be furnished by the Lessor, and at the
cost of Lessor, to the rented premises and for all public and
special service areas in the manner and to the extent deemed
by Lessor to be standard. Electric current in addition to that
required for lighting shall be provided to the rented premises
for normal and customary office usage, which shall include
only office machines and equipment that operate on standard
building circuits, but which in no event shall overload the
electrical
circuits from which the Lessee obtains current. No electric
current shall be used except that furnished or approved by the
Lessor, nor shall electric wire or other wire be brought into
the premises except upon the written consent and approval of
the Lessor. Any consumption of electric current in excess of
that considered by Lessor to be usual, normal and customary
for all Lessees, or which requires special circuits or
equipment, shall be paid for by the Lessee as additional rent
in an amount to be determined by Lessor's estimated cost of
such abnormal current consumption based on the applicable
prevailing rate classification published by the local electric
power company. Failure by Lessor to any extent to furnish, or
any stoppage of, these defined services resulting from causes
beyond the control of Lessor shall not render Lessor liable in
any respect for damages to either person or property, nor be
construed as an eviction of Lessee, nor work an abatement of
rent, nor relieve Lessee from fulfillment of any covenant or
agreement hereof. Should any equipment or machinery break down
or for any cause cease to function properly, Lessor shall use
reasonable diligence to repair the same promptly but Lessee
shall have no claim for rebate of rent or damages on account
of any interruptions in service occasioned thereby or
resulting therefrom.
DISPUTES 21. In case of any controversy between Lessee and other
BETWEEN LESSEES Tenants, such controversy shall be referred at once to Lessor
or its officers, whose decision in the premises shall be
final.
ENTIRETY 22. It is agreed that this instrument contains the
entire agreement between the parties relating to the rental of
the premises herein described and supersedes any prior
agreement of the parties.
SALES AND 23. In addition to and payable at the same time and as a
USE TAX part of the aforesaid installment rental payments, Lessee
agrees to pay unto Lessor, all sales, use or other tax levied
and imposed by governmental authority on this lease and the
rentals payable hereunder, whether presently or hereafter
imposed by law directly upon the Lessee, upon Lessee and
Lessor jointly, or upon Lessor alone (except the Federal
income taxes payable by Lessor) and to the extent said taxes
shall be partly or wholly payable by Lessor pursuant to this
provision, the same shall be deemed to constitute and
represent additional and increased rentals payable by Lessee
unto Lessor for the demised premises.
DELINQUENT 24. Lessee agrees to pay to Lessor a late charge equal
RENT to five percent (5%) of the amount due for any rental payment
or other payment, not actually received by the Lessor within
ten (10) days after the payment is due, Lessee agreeing that
said amount represents a reasonable administrative cost to
Lessor caused by any such delinquent payment, which late
charge so computed Lessee agrees to pay unto Lessor as
additional rental and compensation for the continuation of
Lessee's tenancy rights under the terms of said lease; and
default in the payment of which shall result in default of
said Lease by Lessee, without notice or demand by Lessor.
LIABILITY 25. Lessee will indemnify and save harmless Lessor of
INDEMNITY and from any and all fines, suits, claims, demands, and
actions of any kind by reason of any breach, violation, or
non-performance of any condition hereof on the part of Lessee,
its agents or employees. Lessee is, or will become familiar
with the leased premises, acknowledges that the same are
received by Lessee in good state of repair, accepted by Lessee
in the condition in which they are now or shall be when ready
for occupancy. Lessor shall not be liable to Lessee or
Lessee's agents, employees, invitees or visitors for any
damage to persons or property due to condition, design, or
defect in the building or its mechanical systems or elsewhere
in the demised premises or building which may now exist or
hereafter occur, including acts of negligence of co-tenants or
others. Lessee assumes all risks of damage to persons or
property.
DEMOLITION 26. In the event the Lessor elects to demolish the
entire building of which the demise premises are a part, the
Lessor may cancel this Lease by giving the Lessee ninety (90)
days written notice of the Lessor's intent to demolish the
building.
CONDEMNATION 27. In the event the whole or any part of the building
other than a part not interfering with the maintenance or
operation thereof shall be taken or condemned for any public
or quasi-public use or purpose, the Lessor may at its option
terminate this lease from the time title to or right to
possession shall vest in or be taken for such public or
quasi-public use or purpose, and the Lessor shall be entitled
to any and all income, rent, awards or any interest therein
whatsoever which may be paid or made in connection therewith.
TRANSFER OF 28. Lessor shall have the right to transfer and assign,
LESSOR'S RIGHTS in whole or part, all and every feature of its rights and
obligations hereunder and in building and property referred to
herein. Such transfers or assignments may be made either to a
corporation, trust company, individual or group of
individuals.
SUBORDINATION 29. This lease is hereby made expressly subject and
CLAUSE subordinate at all times to any and all mortgages, deeds or
trust, ground or underlying leases affecting the demised
premises which have been executed and delivered, or which may
at any time hereafter be executed and delivered, and any and
all extensions and renewals thereof and substitutions
therefore, and to any and all advances made or to be made
under or upon said mortgages, deeds of trust, ground or
underlying leases. Lessee agrees to execute any instrument or
instruments which the Lessor may deem necessary or desirable
to effect the subordination of this lease to any or all such
mortgages, deeds of trust, ground or underlying leases, and
in the event the Lessee shall refuse after reasonable notice
to execute such instrument or instruments, the Lessor may in
addition to any right or remedy accruing hereunder terminate
this lease without incurring any liability whatever, and the
estate hereby granted is expressly limited accordingly.
PEACEFUL 30. Lessee shall and may peaceably have, hold and enjoy
ENJOYMENT the demised premises subject to the other terms hereof and
provided Lessee pays the rentals herein recited and performs
all of his covenants and agreements herein contained.
ADDITIONAL 31. The Lessor and Lessee mutually agree that the Lessee
RENT shall pay annually as additional rental the Lessee's
proportionate share of any increase in the operating expenses
during the Lessor's current fiscal year over Lessor's prior
fiscal year ending October 31st and of each succeeding fiscal
year over Lessee's base fiscal year. (Lessee's base fiscal
year shall mean the current year ending October 31st in which
lease was executed). The Lessor will provide the Lessee with
an accounting of the expenses and a statement for the Lessee's
proportionate share annually, which costs shall be paid on the
next rental due date. Operating expenses are defined to
include costs of (a) cleaning and cleaning supplies, (b) all
utilities (except telephone), (c) heating, air conditioning
and ventilation maintenance, (d) elevator maintenance, (e)
property and payroll taxes, (f) maintenance and guard salaries
or contracts, and (g) fire and liability insurance.
CONTENTS 32. Personal property referred to in Section 2 must be
INSURANCE covered by the Lessee's content insurance policy as the Lessor
will not be responsible for the disappearance of any of the
Lessee's personal property.
PARKING 33. Lessor guarantees to provide Lessee and Employees of
Lessee parking permits on the fourth parking level or above at
the prevailing rates charged other tenants for such parking
permits during the term of this Lease. Original costs for
these parking permits are not included in rent.
HEADINGS 34. The marginal headings of this instrument are for
convenience and reference only and the words contained therein
shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction or meaning of the provisions
of this agreement.
COMMISSIONS 35. Lessor assumes no obligation to pay any cost of
services for any real estate broker concerning this leased
space.
RE-LOCATION 36. In the event an entire floor is needed for a major
tenant, Lessor reserves the right to re-locate the Lessee to
another floor within the building, at Lessor's expense.
BUILDING 37. Lessee agrees to comply with Building Rules &
RULES Regulations as published from time to time by Lessor.
38. Upon full execution of this Agreement, the Agreement
dated September 17, 1993 shall become null and void.
The following attachments are herewith made a part hereof:
X Building Rules X Exhibit "A" Exhibit "B" Exhibit "C"
--- --- --- ---
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
instrument for the purpose herein expressed, the day and year above written.
Signed, sealed and delivered
in the presence of:
MADISON BUILDING, INC., LESSOR
-------------------------
As to Lessor
/s/ [ILLEGIBLE]
-------------------------
As to Lessor By: /s/ X.X. Xxxxxxxx, Xx. (SEAL)
--------------------------------
X.X. Xxxxxxxx, Xx., President
/s/ [ILLEGIBLE]
-------------------------
As to Lessee TELECOMMUNICATIONS SERVICE CENTER, INC.
000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
/s/ [ILLEGIBLE]
------------------------- Xxxxx, Xxxxxxx 00000
As to Lessee
By: /s/ Xxx Xxxxxxxxx
--------------------------------
Xxx Xxxxxxxxx, President
BUILDING RULES AND REGULATIONS
1. Lessee will refer all contractors, contractors' representatives and
installation technicians rendering any service for Lessee, to Lessor for
Lessor's supervision and approval before performance of any such contractual
services. This shall apply to all work performed in the building including, but
not limited to, installation of telephones, telegraph equipment, electrical
devices and attachments, and installations of any and every nature affecting
floors, walls, woodwork, trim, windows, ceilings, equipment or any other
physical portion of the building. None of this work will be done by Lessee
without Lessor's written approval first had and obtained.
2. The work of the janitor or cleaning personnel shall not be hindered by
Lessee after 5:30 P.M., and such work may be done at any time when the offices
are vacant. The windows, doors, and fixtures may be cleaned at any time. Lessee
shall provide adequate waste and rubbish receptacles, cabinets, book cases, map
cases, etc., necessary to prevent unreasonable hardship to Lessor in discharging
its obligation regarding cleaning service. Lessor or cleaning contractor assumes
no liability for personal property disposed of in error unless negligence can be
demonstrated. Refuse may not be stored in public areas.
3. Movement in or out of the building of furniture or office equipment, or
dispatch or receipt by Lessee of any merchandise or materials which requires the
use of elevators or stairways, or movement through the building entrances or
lobby shall be restricted to the hours designated by Lessor from time to time.
All such movement shall be as directed by Lessor and in a manner to be agreed
upon between Lessee and Lessor by prearrangement before performance. Such time,
method, and routing of movement, limitations imposed by safety or other concerns
which may prohibit any article, equipment or any other item from being brought
into the building. Lessee expressly assumes all risk of damage to any and all
articles so moved, as well as injury to any person or persons or the public
engaged or not engaged in such movement, including equipment, property, and
personnel of Lessor if damaged or injured as a result of any acts in connection
with carrying out this service for Lessee from the time of entering property to
completion of the work; and Lessor shall not be liable for the act or acts of
any person or persons so engaged in or any damage or loss to any property or
persons resulting directly or indirectly from any act in connection with such
service performed by or for Lessee.
4. Lessor agrees to provide Lessee with two (2) keys to the premises main
entrance door and any additional keys or locks. Changes requested by Lessee will
be at Lessee's expense.
5. Lessee shall not place, install or operate on the demised premises or
in any part of the building, any engine, stove, or machinery, or conduct
mechanical operations or xxxx thereon or therein, or place, use in or about the
demised premises any explosives, gasoline, kerosene, oil, acids, caustics, or
any other inflammable, explosive or hazardous material without the written
consent of Lessor first had and obtained.
6. Lessor will not be responsible for any lost or stolen personal
property, equipment, money, or jewelry from Lessee's area or public rooms
regardless of whether such loss occurs when the area is locked against entry or
not.
7. No birds, animals, bicycles or vehicles shall be brought into or kept
in or about the building.
8. Lessor may permit entrance to Lessee's offices by use of pass keys
controlled by Lessor or employees, contractors, or service personnel, supervised
or employed by Lessor.
9. None of the entries, passages, doors, elevators, elevator doors,
hallways, or stairways shall be blocked or obstructed, or any rubbish, litter,
trash, or material of any nature placed, emptied or thrown into these areas, nor
shall such areas be used at any time except for access or egress by Lessee,
Lessee's agents, employees or invitees.
10. Lessor shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment including safes, large files,
etc., that are to be placed in the building, and only those which in the opinion
of Lessor will not do damage to the floors, structure or elevators may be moved
into said building. Any damage occasioned in connection with the moving or
installing of such aforementioned articles in said building, or the existence of
same in said building shall be paid for by Lessee.
11. In accordance with the Clean Indoor Air Act, smoking is prohibited in
the building.
LESSOR DESIRES TO MAINTAIN HIGH STANDARDS OF ENVIRONMENT, COMFORT AND
CONVENIENCE FOR ITS LESSEES. IT WILL BE APPRECIATED IF ANY UNDESIRABLE
CONDITIONS OR LACK OF COURTESY OR ATTENTION BY ITS EMPLOYEES IS REPORTED
DIRECTLY TO LESSOR.
[FLOOR PLAN OMITTED]
Addendum I
Attached to and forming a part of Lease Agreement, dated July 1, 1995, by
and between MADISON BUILDING, INC., Lessor, TELECOMMUNICATION SERVICE CENTER,
INC., Lessee. Net useable [ILLEGIBLE] shall be increased from 2,300 square feet
to 4,672 square feet [ILLEGIBLE] increase of 2,371 square feet.) Base rental
shall be increased [ILLEGIBLE] $3,892.50 per month plus applicable State and
local taxes [ILLEGIBLE] $253.01, for a total monthly rental of $4,145.
--------------------------------------------------------------------------------
Present Increase New
Square Feet 2,300 2,371 4,671
Base Rent Monthly $1,916.67 $1,975.83 $3,892.50
Effective March 1, 1996.
All other terms and conditions are unchanged by the Addendum I[ILLEGIBLE]
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
instrument for the purposes herein expressed, this ____________
of _____________, 19___.
Signed, sealed and delivered MADISON BUILDING, INC., LESSOR
in the presence of:
------------------------- --------------------------------
As to Lessor X.X. Xxxxxxxx, Xx., President
-------------------------
As to Lessor
TELECOMMUNICATION SERVICE
CENTER, INC. LESSEE
/s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxx Xxxxxxxxx
------------------------- --------------------------------
As to Lessee Xxx Xxxxxxxxx, President
-------------------------
As to Lessee
