CHANTILLY COURT
LEASE AGREEMENT
THIS AGREEMENT, made and entered into as of the 31 day of December, 1995, by and
between CHANTILLY MANAGEMENT CORPORATION (hereinafter called Lessor), and GROUP
LONG DISTANCE, INCORPORATED, (hereinafter called Lessee
WITNESSETH:
1. PREMISES
THAT: For and in consideration of the mutual covenants and agreements
hereinafter set forth, Lessor does hereby Lease to Lessee the following
described real estate situated in Winter Park, Florida at 1555 Howell
Branch Road, to wit:
An office area consisting of approximately 925 square feet. A copy
of the space plan is attached hereto as EXHIBIT "A" and incorporated
herein by this reference.
together with all other appurtenances and privileges and/or attached
thereto, hereinafter referred to as the Premises. TO HAVE AND TO HOLD the
premises for the term set forth in Paragraph 2 hereof.
2. TERM USE
The term of this Lease shall be 36 months to commence on January 1, 1996,
or when all tenant improvements called for under the Lease are completed,
whichever is first; to end 36 months after inception; unless sooner
terminated as herein provided. The leased premises shall be continuously
used and occupied during the full term of this Lease and for no other
purpose than general offices, without written consent of Lessor first had
and obtained.
3. BASE RENT AND SECURITY DEPOSIT
Lessee shall pay to Lessor as base rent for the demised premises, without
notice or demand, the sum of SEE ADDENDUM TO LEASE, SPECIAL PROVISIONS,
PARA. 1. RENT SCHEDULE payable the first day of each month, for the term
of this Lease, without deduction or set offs. In the event any such
monthly rental payment is not paid on the fifth (5th) day, a late charge
of $30.00 (Thirty Dollars) per day will be assessed against the Lessee,
and will be due and payable with the rent. The annual base rent shall be
subject to increases in accordance with provisions contained in Paragraph
4 hereof, and applicable Florida State Sales Tax, currently at six percent
(6%).
The parties agree that notwithstanding the fact that this Lease is
entered into as of December 1995, the base rent for purposes of Paragraph
4 is to be that rental charged for the subject premises in 1996.
Tenant has deposited with Landlord cash deposits in the amount of NINE
HUNDRED SIXTY-THREE & 54/100----- ($963.54) Dollars. SEE ADDENDUM TO
LEASE, SPECIAL PROVISIONS, PARA. 2. SECURITY DEPOSIT. Said sum shall be
held by Landlord as security for the faithful performance by Tenant of all
the terms, covenants, and conditions of this Lease. During the term
hereof, if tenant defaults with respect to any provision of this Lease,
including but not limited to, the provisions relating to the payment of
rent, Landlord may, but shall not be required to, use, apply or retain all
or any part of this security deposit for the payment of any rent or any
other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend [illegible]
compensate Landlord for any other loss or damage which landlord may suffer
by reason of tenants default. If any portion of said deposit is so used or
applied, Tenant shall, within five (5) days after written demand
therefore, deposit cash with Landlord in an amount sufficient to restore
the security deposit to its original amount and Tenant's failure to do so
shall be a material breach of this Lease. Landlord shall not be required
to keep this security deposit separate from its general funds, and Tenants
shall not be entitled to interest on such deposit. If Tenant shall fully
and faithfully perform every provision of this Lease to be performed by
it, the security deposit or any balance thereof shall be returned to
Tenant (or, at Landlord's option, to the last assignee of Tenant's
interest hereunder) at the expiration of the Lease term. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer
said deposit to Landlord's successor in interest.
4. INCREASE OF BASE RENT
The base rent shall be increased for each calendar year following the year
1996 (such calendar year being hereinafter called the base year and the
particular subsequent calendar year hereinafter called the comparison
year) by the Lessee's prorata share of any increase for the comparison
year in "operating expenses." The term "operating expenses" is defined and
comprised of the following:
A. ALL TAXES - (excluding interest the penalties) applicable to the
operation of the building. Lessee shall, however,
not be obligated for taxes on or related to the
net income of said building.
B. INSURANCE - including liability and comprehensive coverage of
subject property.
C. UTILITY CHARGE - including water, exterior lighting, sanitary
assessment, etc.
D. MAINTENANCE EXPENSE - including the wages and salaries of all
employees engaged in the operating and maintenance of the building
exterior and grounds, including the employer's social security taxes
and any other taxes which may be levied on such wages and salaries.
Lessee's prorata share of any increase shall be determined by the
ratio that the gross rental area of the demised premises hereby
fixed at 925 square feet, bears to the total gross rentable area of
the building hereby fixed at 28,460 square feet which ratio shall be
multiplied by the increase in "operating expenses" to determine the
increase in base rent to be paid by Lessee.
5. FRACTIONAL PERIOD
If the term of this Lease shall terminate on a date other than December
31, the base rent shall be increased for an increase in "operating
expenses" for the months of the fraction portion of the calendar years.
6. STATEMENTS
Statements for the amount of Lessee's prorata share of "operating
expenses" to be paid by Lessee shall be rendered to Lessee as soon as such
expenses are established for the first comparison year and each ensuing
comparison year thereafter. On request, Lessor shall exhibit to Lessee
appropriate operating statements for the base year and subsequent
comparison years. Payments will then be made on a monthly basis with
payments made retroactively to the first of the year to bring payment to
current status.
7. PAYMENT OR CREDIT
All sums payable by Lessee as its pro rata share of operating expenses
shall be deemed to be additional rent and shall be payable within twenty
(20) days after statements therefore have been rendered. All such
increases shall be paid retroactively to the first of the calendar year.
8. SERVICES TO BE FURNISHED BY LESSOR
For the aforesaid consideration, Lessor agrees to furnish Lessee, while
occupying the premises, water at those points of supply provided for
general use of its Lessees. Lessor will maintain and repair air
conditioning equipment at such times and frequencies as are determined by
Lessor to be standard or required. Exterior parking and site 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 area in the manner
and to the extent deemed by the Lessor to be standard. Building grounds
maintenance and exterior repairs and maintenance will be provided by
Lessor at such intervals as are considered by Lessor to be standard.
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.
9. PROPERTY TAXES
Lessee shall pay, or cause to be paid, before delinquency, any and all
taxes levied or assessed in which become payable during the term hereof
upon all Lessee's leasehold improvements, equipment, furniture, fixtures
and personal property located in the premises; except that which has been
paid for by Lessor, and is the standard of the Building. In the event any
or all of the Lessee's leasehold improvements, equipment, furniture,
fixtures and personal property shall be assessed and taxed with the
Building, Lessee shall pay to Lessor its share of such taxes within ten
(10) days after delivery to Lessee by Lessor of a statement in writing
setting forth the amount of such taxes applicable of Lessee's setting
forth the amount of such taxes applicable to Lessee's property.
10. PEACEFUL ENJOYMENT
Lessee shall and may peaceable have, hold and enjoy 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.
11. PAYMENTS
Lessee agrees to pay all rents and sums provided to be paid to Lessor
hereunder at the times an in the manner herein provided on the first of
each month.
12. REPAIRS AND RE-ENTRY
Lessee will, at Lessee's own cost and expense, repair or replace any
damage or injury done to the building, or any part thereof, caused by
Lessee or Lessee's agents, employees, invitees, or visitors. If Lessee
fails to make such repairs or replacements promptly, or within fifteen
(15) days of occurrence, Lessor may, at its option, make such repairs or
replacements, and Lessee shall repay the cost thereof to Lessor on demand.
Lessee will not commit or allow any waste or damage to be committed on any
portion of the demised premises, and shall, at the termination of this
Lease, by lapse of time or otherwise, deliver up said premises to Lessor
in as good condition as at date of possession of Lessee, ordinary wear and
tear and damage by fire or windstorm alone excepted, and upon such
termination of Lease, Lessor shall have the right to re-enter and resume
possession of the demised premises.
13. ASSIGNMENT OF RELETTING
Lessee will not assign this Lease, or allow the same to be assigned by
operation of law or otherwise, or sublet the demised premises, or any part
thereof, or use or permit the same to be used for any their purpose than
stated in the use clause hereof, without written permission of Lessor
first had and obtained. Said permission shall not be unreasonably
withheld.
14. ALTERATIONS, ADDITIONS AND IMPROVEMENTS
Lessee will not make or allow to be made any alterations or physical
additions, in or to the demised premises without written consent of Lessor
first had and obtained. Any and all such alterations, physical additions,
improvements, and repair and replacement of carpeting when made to the
demised premises by the Lessee shall be at the Lessee's cost and expense.
Any and all such alterations, physical additions or improvements except
removable fixtures or furniture of the Lessee shall at once become the
property of the Lessor and shall be surrendered to the Lessor upon the
termination in any manner of this Lease.
15. LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE
Lessee will not occupy or use, or permit any portion of the demised
premises to be occupied or used for any business or purpose which is
unlawful in part of in whole or deemed to be disreputable in any manner,
or extra-hazardous, or permit anything to be done which will in any way
increase the rate of insurance on said building and/or its contents, and
in the event that, by reason of acts of Lessee, there shall be any
increase in rate of insurance by Lessee's acts or conduct of business,
then Lessee hereby agrees to pay all such increases.
16. LAWS AND REGULATIONS
Lessee will keep and maintain the demised premises in a clean healthful
condition and comply with all laws, ordinances, order, rules and
regulations (State, Federal, Municipal and other Eastern Underwriters
Association for the prevention of fires) with reference to use, conditions
or occupancy of the demised premises.
17. INDEMNITY LIABILITY
Lessor will provide all risk coverage on the building and equipment
pertaining to the service of the building. The Lessee is responsible to
provide insurance for all loss or damage to any and all personal property
in the premises including betterments and improvements.
18. RULES OF BUILDING
Lessee and Lessee's agents, employees, invites and visitors will comply
fully with all requirements and rules of the building which are attached
hereto and made a part hereof as though fully set out herein. Lessor shall
at all times have the right to change such rules and regulations or to
amend them in any reasonable manner which may be deemed advisable by
Lessor for the safety, care and cleanliness of the demised premises and
for preservation of good order therein, all of which changes and
amendments will be sent by Lessor to Lessee in writing and shall be
thereafter carried out and observed by Lessee.
19. ENTRY FOR REPAIRS
Lessee will permit Lessor or its officers, agents or representatives the
right to enter into and upon any and all parts of the demised premises at
any time during the normal business hours, unless an emergency condition
exists, to inspect same or clean or make repairs or alteration or
additions as Lessor may deem necessary or desirable, and Lessee shall not
be entitled to any abatement or reduction or rent by reason thereof.
20. NUISANCE
Lessee will conduct his business, and control his agents, employees,
invitees and visitors in such a manner as not to create any nuisance, or
interfere with, annoy, or disturb any other Lessee or Lessor in its
management of the building.
21. CONDEMNATION
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. Nothing shall, however, prevent Lessee's recovery
for the loss of fixtures or leasehold improvements, provided such recovery
shall not lessen Lessor's award.
22. LOSS OR DAMAGE
Lessor shall not be liable or responsible for any loss or damage to any
property or person occasioned by theft, fire, water, act of God, public
enemy, injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority, or other matter
beyond the control of Lessor, or for any damage or inconvenience which may
arise through repair or alteration of any part of the building, its
equipment or mechanical systems, or failure to make any such repairs or
from any cause whatever unless caused by Lessor's gross negligence.
23. LIEN FOR RENT
In consideration of the mutual benefits arising under this contract,
Lessee does hereby pledge and assign unto Lessor all property of Lessee
now or hereafter placed in or upon the demised premises (except such part
of any property or merchandise as may be exchanged, replaced or sold from
time to time in ordinary course of operations or trade), and such property
is hereby subjected to a lien in favor of Lessor and shall be and remain
subject to such lien of Lessor for payment of all rents and other sums
agreed to be paid by Lessee herein. Said liens shall be in addition to and
cumulative of the Landlord's liens provided by law.
24. ABANDONMENT
If the Lessee shall abandon or vacate said premises before the end of the
term of the Lease, or shall suffer the rent to be in arrears, the Lessor
may, at its option, forthwith cancel this Lease, or it may enter said
premises as the agent of the Lessee, by force or otherwise, without being
liable in any way therefore, and relet the premises with or without any
furniture that may be therein, as the agent of the Lessee, at such price
and upon such terms and for such duration of time as the Lessor may
determine and receive the rent therefore, applying the same to the payment
of the rent due by these presents, and if the full rental herein provided
shall not be realized by Lessor over and above the expenses to Lessor in
such reletting, including but not limited to the cost of renovating,
altering and decorating for a new occupant, the said Lessee shall pay any
deficiency, and if more than full rental is realized Lessor will pay over
to said Lessee the excess on demand; or Lessor may xxx the Lessee as each
installment of rent matures or for the whole rent when it becomes due.
25. HOLDING OVER.
In case of holding over by Lessee after expiration or termination of this
Lease, Lessee will pay as liquidated damages double rent for the entire
holdover period. No holding over by Lessee after the term of this Lease,
either with or without consent and acquiescence of Lessor, shall operate
to extend the Lease for a longer period than one month; and any holding
over with the consent of Lessor in writing shall thereafter constitute
this Lease from month to month.
26. FIRE CLAUSE
Lessee shall, in case of fire, give immediate notice thereof to Lessor. In
the event of damage by fire or other causes resulting from fault or
negligence of Lessee or Lessee's agents, employees, invitees or visitors,
the same shall be repaired by and at the expense of Lessee under the
direction and supervision of Lessor. If the demised premises, without
fault or neglect of Lessee, his agents, employees, invitees or visitors,
shall be partially destroyed by fire or other casualty so as to render the
premises untenable, the rental herein recited shall cease thereafter until
such time as the demised premises are made tenable by Lessor. In case of
the total destruction of the demised premises without fault or neglect of
Lessee, his agents, employees, invitees or visitors, or if from such cause
the same shall be so damaged that Lessor shall decide not to rebuild, then
all rental due up to the time of such destruction or termination shall be
paid by Lessee, and thenceforth this Lease shall cease and come to an end.
27. ATTORNEY'S FEES
In case Lessee defaults in the performance of any of the terms, covenants,
agreements or conditions contained in this Lease and Lessor places the
enforcement of this Lease, or any part thereof, or the collection of any
rent due, or to become due hereunder, or recovery of the possession of the
demised premises in the hands of an attorney, or files suite upon the
same, Lessee agrees to pay Lessor reasonable attorney fees and court
costs, and payment of the same shall be secured in like manner as is
herein provided, as to security for rent. Likewise, Lessee shall be
entitled to an award of reasonable attorney fees and costs in the event it
is the prevailing party.
28. AMENDMENT OF LEASE
This agreement may not be altered, changed or amended, except by an
instrument in writing, signed by both parties hereto.
29. TRANSFER OF LESSOR'S RIGHTS
Lessor shall have the right to transfer and assign, in whole or in 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, and, howsoever made, are to be in all things respected and
recognized by Lessee.
30. DEFAULT BY LESSEE
Default on the part of Lessee in paying said rent or any installment
thereof, as hereinafter provided, or default in Lessee's part in keeping
or performing any other term, covenant, or condition of this Lease, shall
authorize Lessor, at its option at any time after such default, and after
ten (10) days written notice thereof to Lessee, to declare this Lease
terminated and upon occurrence of any one or more of such defaults Lessor
immediately, or at any time thereafter, may re-enter said premises and
remove all persons therefrom with or without legal process, and without
prejudice to any of its other legal rights, and all claims for damages by
reason of such re-entry are expressly waived, as also are all claims for
damages by reasons of any distress, warrants or proceedings by way of
sequestration which Lessor may employ to recover said rents, or possession
of said premises, provided that Lessor shall not have the right to
[illegible].
31. WAIVER
Failure of Lessor to declare any default immediately upon occurrence
thereof or delay in taking any action in correction therewith shall not
waive such default, but Lessor shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, either in law or in equity.
32. POSSESSION
If, for any reason, the demised premises shall not be ready for occupancy
by Lessee at the time of commencement of this Lease, this Lease shall not
be affected thereby, nor shall Lessee have any claim against Lessor by
reason thereof, but not rent shall be payable for the period during which
the premises shall not be ready for occupancy; and all claims for damages
arising out of such delay are waived and released by Lessee.
33. BANKRUPTCY
If voluntary bankruptcy proceedings be instituted by Lessee, or if
proceedings be instituted by anyone else to adjudge Lessee as bankrupt, or
if Lessee makes an assignment for the benefit of his creditors or if
execution be issued against him, or if the interest of Lessee in this
contract pass by operation of law to any person other than Lessee, this
Lease may, at the option of Lessor, be terminated by notice addressed to
Lessee.
34. ASSIGNMENT BY LESSOR
This Lease shall also inure to the benefit of the successors and assigns
of Lessor, and with the written consent of Lessor first had and obtained,
but not otherwise, to the benefit of the heirs, executors, and/or
administrators, successors and assigns of Lessee.
35. PRONOUNS AND GENDER
When this contract is executed by more than one person it shall be
construed as though Lessee were written "Lessees" and the words in their
number were changed to correspond; and pronouns of the masculine gender,
whenever used herein shall include persons of the female sex, and
corporations and associations of every kind and character.
36. SUBORDINATION CLAUSE
This Lease is hereby made expressly subject and subordinate at all times
to any and all mortgages, deeds of trust, ground or underlying Leases
affecting the demised premises which have been 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
whatsoever, and the state hereby granted is expressly limited accordingly.
37. TIME OF THE ESSENCE
It is understood and agreed between the parties that time is of the
essence of this contract, and this applies to all terms and conditions
contained herein.
OFFICE IMPROVEMENTS (SEE ADDENDUM TO LEASE, SPECIAL PROVISIONS
PARA. 3, LESSOR'S IMPROVEMENTS)
Lessee shall accept the demised premises as is, provided, however, the Lessor
shall make reasonable modification to the demised premises to suit the needs of
the Lessee. Said modification shall be mutually agreed to by the Lessee and
Lessor. Upon execution of this Lease Agreement and the mutual agreement of
modification to the demised premises, Lessee shall be permitted occupancy of the
premises.
RADON GAS
Radon is a naturally occurring radioactive gas that, when it has accumulated in
a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed Federal and State
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your County Public Health
Unit.
WITNESSES: LESSOR: CHANTILLY MANAGEMENT
CORPORATION
BY: /s/ Xxxxx Xxxxxx
----------------------------- -----------------------------
Xxxxx Xxxxxx
----------------------------- President
Date: January 18, 1996
---------------------------
LESSEE: GROUP LONG DISTANCE INCORPORATED
/s/ Xxxxxxx X. Xxxx BY: /s/ Xxxxxxx X. Xxxxxx
----------------------------- -----------------------------
XXXXXXX X. XXXX Print Name: XXXXXXX X. XXXXXX
----------------------------- ---------------------
DATE: 12-31-95
---------------------------
AGENT FOR LESSOR
XXXXXX X. XXXXXXX, Licensed
Real Estate Broker
By: /s/ Xxxxx Xxxxxxx
----------------------------- -----------------------------
DATE: 12/21/95
----------------------------- ---------------------------
DATE:
---------------------------
EXHIBIT "A"
[FLOOR PLAN FOR SPACE]
[LAYOUT SPACE FOR UPPER LEVEL]
ADDENDUM TO LEASE AGREEMENT
SPECIAL PROVISIONS
LESSOR: Chantilly Management Corp.
LESSEE: Group Long Distance Inc.
DATED: December 31, 1995
PREMISES: Chantilly Court Office Building
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx X-000
Xxxxxx Xxxx, XX 00000
1. RENT SCHEDULE:
Year 1 (1/1/96 - 12/31/96) $ 963.54/Month + FL Sales Tax
Year 2 (1/1/97 - 12/31/97) $1,002.08/Month + FL Sales Tax
Year 3 (1/1/98 - 12/31/98) $1,040.63/Month + FL Sales Tax
NOTE: Florida Sales Tax currently at 6%
2. SECURITY DEPOSIT:
Lessor hereby acknowledges that it currently holds a security deposit from
Group Long Distance in the amount $1,797.00. Lessor hereby agrees to
retain $963.54 of that amount as deposit on the new Lease Agreement for
Suite C-208, and apply the balance of $833.46 against January 1996, as
prepaid rental.
3. LESSOR'S IMPROVEMENTS:
Lessor hereby agrees to make the following improvements to the leased
premises, at Lessor's sole expense, prior to Lessee's occupancy:
- Install new carpet, base & vinyl in office areas.
- Install new vinyl tile on restroom floor.
- Paint office area throughout, including door frames and woodwork.
- Install new bathroom door and frame
- Clean windows, blinds and A/C registers, etc.
- Provide tenant signage over front entry door per building standard
Please Initial: Please Initial:
LESSOR: /s/ CNW LESSEE: /s/ JAU
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