Sublease Agreement
This sublease agreement (the "Sublease Agreement") is made and entered into
as of the 1st day of November, 2001, by and between GLOBALXCHANGE
COMMUNICATIONS, INC., a Florida corporation ("Sublessor"), and PANTHER
TELECOMMUNICATIONS CORPORATION., a Florida corporation ("Sublessee").
WHEREAS, Sublessor is lessee from Koala Miami Realty Holding Co., Inc.
("Landlord") under a lease dated August 7, 1998, as amended, a copy of which
lease is attached hereto as Exhibit A (the "Main Lease"); and
WHEREAS, the real property leased by the Main Lease to Sublessor is located
at 0000 XX 00xx Xxx., Xxxxx, XX 00000, and is more specifically described in the
Main Lease (the "Main Premises"); and
WHEREAS, Sublessor is desirous of leasing 5,250 square feet which comprises
the entire area of Suite 101 which is part of the Main Premises set forth in
Exhibit A hereto (the "Premises") to Sublessee upon the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the premises, the covenants and
conditions hereinafter contained, and other good and valuable consideration, it
is mutually agreed by and between the parties hereto as follows:
1. Sublessor hereby leases the Premises to Sublessee and Sublessee leases
the Premises from Sublessor.
2. The Term of this Sublease shall commence on November 1, 2001 and shall
end on February 29, 2004.
3. Sublessee shall pay directly to Sublessor the monthly Base Rent of:
a. $7,496.87(plus applicable sales tax and Additional Rent [as later
defined]) from November 1, 2001 until February 28, 2002
b. $7,706.87 (plus applicable sales tax and Additional Rent) from
March 1, 2002 until February 28, 2003
c. $7,930.00 (plus applicable sales tax and Additional Rent) from
March 1, 2003 until February 29, 2004
which shall be paid in advance and which shall be due on the first of each
month as specified in the Main Lease. The monthly rent is subject to
adjustment in accordance with the terms of the Main Lease. Included in said
monthly rent are other rental amounts, taxes and assessments, maintenance
fees and utilities specified in the Main Lease. In no event shall
Sublessor's rental obligations to Landlord specified in the Main Lease be
reduced or diminished. Notwithstanding the foregoing, throughout the Term,
Sublessee shall pay, directly to the utility company furnishing same, all
charges for electric, telephone and refuse collection to the Premises
4. Sublessee additionally desires to lease from Sublessor all furniture
currently being used at Premises, including but not limited to the desk,
chairs and filing cabinets located on the Premises as listed on Schedule A
All furniture shall be leased to Sublessor in accordance with the terms of
this Sublease Agreement at an additional cost of $875.00 per month (the
"Additional Rent"). This offer will include the use of 20 telephone systems
and the partition and maintenance of the PBX systems by Sublessor.
Sublessee agrees to take good care of the furniture and further agrees that
it will deliver up same to Sublessor in good condition at the end of this
lease, normal wear and tear excepted. Sublessee agrees to pay promptly any
invoice presented by Sublessor for items lost or damaged and/or requiring
repair or replacement as a result of Sublessee's use of the Premises,
normal wear and tear excepted.
5. Commencing on the Commencement Date, Sublessee shall be entitled to the
non-exclusive use in common with the Sublessor's pro-rata share of parking
applicable to the Premises at no additional cost to Sublessor.
6. Sublessee shall deliver to Sublessor at the time of execution of this
Sublease Agreement $15,860.00 in immediately available funds (the "Security
Deposit") to be held by Sublessor as security for the full and faithful
performance by Sublessee of all the agreements, terms, covenants and
conditions set forth herein and applied against expenses or other costs or
damages incurred by Sublessor and to be payable as damages and not as
penalty, upon forfeiture, default or early termination without prejudice to
any further claims by Sublessor for damages and any remedy for recovery
thereof. In the event Sublessee observes and performs the terms and
conditions of this Sublease Agreement, the Security Deposit shall be
returned to Sublessee 90 days following expiration of the Term or any
renewals or extensions, as applicable.
7. Sublessee shall pay Sublessor interest on all overdue rent, all such
interest to be calculated from the date upon which the amount is first due
hereunder until actual payment thereof and at a rate being the lesser of
five percent (5%) per annum in excess of the minimum lending rate charged
to prime commercial borrowers by Sublessor's bank from time to time or the
maximum rate permitted by law. All rent payable by Sublessee to Sublessor
shall be paid without deduction, set-off or abatement except as herein
expressly provided.
8. Sublessee shall use the Premises exclusively for the purposes allowed by
the Main Lease, and shall conduct its business on the Premises within the
same hours of operation as Sublessor.
9. Sublessee hereby acknowledges that Sublessor is now leasing the Premises
from Landlord under the Main Lease, and the parties hereto expressly agree
that the Main Lease is incorporated herein by reference as fully as if its
terms and provisions were herewith set forth in full. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in
the Main Lease. Except as modified herein, Sublessee agrees to assume and
be bound by all responsibilities and duties as Sublessor has under the Main
Lease. Except as modified herein, Sublessee shall have the same rights and
privileges as Sublessor has under the Main Lease and Sublessor shall
further have the same rights and privileges as Landlord has under the Main
Lease, where applicable. Except as modified herein, Sublessee agrees to
fully indemnify and hold harmless Sublessor from any responsibility or
liability which Sublessor may incur under the Main Lease by virtue of this
Sublease Agreement or Sublessee's occupancy of the Premises. Nothing in
this Sublease Agreement shall be deemed to establish a relationship between
Landlord and Sublessee.
10. If Sublessee shall default in the payment when due of the monthly rent, or
in the payment of any other payment required under the Main Lease or
hereunder, or shall default in the payment of any other obligations from
Sublessee to Sublessor, Sublessor or other agents and employees of
Sublessor may, without notice if said default is in the payment of rent or
other monetary obligations, or, if said default is any non-monetary
default, upon five (5) days written notice to Sublessee, during which five
(5) days such default is not corrected, terminate this Sublease and/or
immediately or at any time thereafter, reenter the Premises and remove all
persons and all or any property therefrom. Removal may be either by summary
dispossession proceedings or by any suitable action or proceeding at law,
or by force or otherwise, without Sublessor being liable to indictment,
prosecution or damages therefor, and Sublessor may repossess, hold and
enjoy the Premises, as the former estate of Sublessor, together with all
additions, alterations and improvements thereto. Notwithstanding the above,
such recourse shall not be contrary to Florida law.
11. Sublessee shall name Sublessor and Landlord as additional insureds under
all of Sublessee's insurance policies required to be obtained and
maintained during the term of the Sublease, including but not limited to
liability, fire, workers' compensation and such other forms of insurance as
are required under the terms of the Main Lease. Sublessee shall deliver
copies of all such policies or certificates of insurance to Sublessor prior
to execution of this Sublease Agreement in accordance with the terms of the
Main Lease.
12. Sublessee understands and agrees that this is a lease of space only, except
as otherwise provided, and Sublessor assumes no liability for any of
Sublessee's property, including without limitation, any destruction, damage
or theft of the property while being stored in the leased space. Sublessee
represents and warrants that it has adequate insurance to cover loss or
destruction of its property and that its insurance policy contains a waiver
of subrogation rights such that its insurance company (and any other third
party) shall not have any right of recovery for any amount paid by such
insurance company for damages for loss or destruction to its property at
the Main Premises. Sublessee agrees to have its property damage insurance
company waive any right to subrogation that it may have against Sublessor.
Sublessee agrees to indemnify and hold Sublessor harmless from any damage,
loss or injury resulting from Sublessee's occupancy of the Premises,
including without limitation, any attorney's fees or other costs associated
with any claim or action involving the property or breach of the terms of
this Sublease. Notwithstanding the above, Sublessor must maintain insurance
in accordance with the Main Lease.
13. Sublessee shall indemnify and hold harmless Sublessor from and against any
and all claims arising from Sublessee's use of the Premises, or from any
activity, work, or thing done, permitted or suffered by Sublessee in or
about the Premises or elsewhere and shall further indemnify and hold
harmless Sublessor from and against any and all claims arising from any
breach or default in the performance of any obligation on Sublessee's part
to be performed under the terms of this Sublease, or arising from any
negligence of the Sublessee, or any of Sublessee's agents, contractors, or
employees, and from and against all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Sublessor by reason of any such claim, Sublessee upon notice from
Sublessor shall defend the same at Sublessee's expense by counsel
satisfactory to Sublessor. Sublessee, as a material part of the
consideration to Sublessor, hereby assumes all risk of damage to property
or injury to persons, in, upon or about the Premises arising from any cause
and Sublessee hereby waives all claims in respect thereof against
Sublessor.
14. Sublessor acknowledges that any termination of the Main Lease shall
extinguish this Sublease.
15. This Sublease Agreement shall be binding upon and shall inure to the
benefit of the successors, assigns, executors and administrators of the
parties hereto.
16. Any and all notices, designations, consents, offers, acceptances or any
other communication provided for herein shall be given in writing by
registered or certified mail which shall be addressed to the parties as
follows, or to such other address as may be designated by said parties:
If to Sublessor, to:
GlobalXchange Communications, , Inc.
0000 XX 00xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Attn: Xxxx Xxxxxxx
If to Sublessee, to:
Panther Telecommunications Corporation.
0000 XX 00xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
17. The invalidity or unenforceability of any particular provision of this
Sublease Agreement shall not affect the other provisions hereof, and this
Sublease Agreement shall be construed in all respects as if such invalid or
unenforceable provisions are omitted.
18. No change or modification of the Sublease Agreement shall be valid unless
the same be in writing and signed by all of the parties hereto.
19. This Sublease Agreement shall be interpreted under the laws of the State of
Florida. The parties hereto agree that all actions or proceedings arising
in connection with this Agreement shall be tried and litigated exclusively
in the State and Federal courts located in Dade County, State of Florida.
20. To the fullest extent permitted by law, and as separately
bargained-for-consideration, each party hereby waives any right to trial by
jury in any action, suit, proceeding, or counterclaim of any kind arising
out of or relating to this agreement. Each party hereby expressly
acknowledges the inclusion of this jury trial waiver through the initials
of its duly authorized representative.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease
Agreement as of the day, month and year first written above.
GLOBALXCHANGE COMMUNICATIONS, INC.
By:_________________________________
Name:
Title:
PANTHER TELECOMMUNICATIONS CORPORATION.
By: :_________________________________
Name:
Title:
Landlord's Consent
The undersigned landlord hereby approves the sublease of the Premises to
Sublessee.
Koala Miami Realty Holding Co., Inc.
By Xxxxx Xxxx LaSalle Americas, Inc., Its Agent
------------------------------- --------------------
Name: Date:
Title: President, Xxxxx Lang LaSalle
Schedule A: Leased Furniture
