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EXHIBIT 10.14
LEASE
STATE OF FLORIDA
COUNTY OF SANTA XXXX
THIS AGREEMENT made and entered into this 1st day of October, 1999 by and
between HEFTY PUBLISHING COMPANY, a Florida Corporation, of Gulf Breeze, Santa
Xxxx County, Florida, hereinafter called the "Lessor", and WORLD TRAVEL
TECHNOLOGIES, L.L.C., a Georgia Limited Liability Company, hereinafter called
the "Lessee".
WITNESSETH
The Lessor, for and in consideration of the rental herein mentioned and the
covenants to be performed by the Lessee, does lease and let unto the Lessee
those certain premises, and the improvements located thereon, commonly known as
0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx (the downstairs/bottom floor only,
consisting of approximately twelve thousand (12,000) square feet), located in
Milton, Santa Xxxx County, Florida.
TO HAVE AND TO HOLD the same for a period of thirty-six (36) months, to
commence on September 1, 1999 and terminating on August 31, 2002. Lessor
acknowledges that the commencement date is for purposes of rent only.
The parties mutually covenant and agree as follows:
1. COVENANT OF SEIZEN: The Lessor covenants and agrees with Lessee that
at the time of the sealing and
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delivery of this lease, the Lessor is seized of the said premises in fee simple
absolute and has the right to lease said premises under the terms hereof.
2. COVENANT OF QUIET ENJOYMENT: Subject to the terms, conditions, and
covenants of this lease, the Lessor agrees that the Lessee shall and may
peaceably have, hold, and enjoy the premises above described, without hindrance
or molestation by the Lessor, during the period set forth above.
3. RENT RESERVED: The Lessee will yield and pay to the Lessor as rental
for said property the sum of Eight Thousand and No/100's Dollars ($8,000.00)
per month (together with applicable Florida sales tax), in advance, during the
initial thirty-six (36) month term of this Lease. The rental to be paid
hereunder shall be due on the first (1st) day of each month and shall be deemed
delinquent after the tenth (10th) day of each month during the entire term of
this lease. Payments received by the Lessor (regardless of when mailed) after
the tenth (10th) day of each month shall be subject to a late charge of Fifty
and No/100's Dollars ($50.00), which shall be due upon written notice. All
payments shall by made payable to HEFTY PUBLISHING COMPANY, and shall be
tendered at its premises, located at 0000 Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx
00000, or at such other place as the Lessor, through its duly authorized
officers, shall designate in writing to the Lessee.
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4. EARLY TERMINATION: During the initial thirty-six (36) month term of
this Lease, the Lessee may terminate the same at the end of any calendar month
period, by giving advance written notice of such termination. As a consideration
for this right of termination, the Lessee will pay a penalty equal to one (1)
month's rent upon exercise of the right of early termination. The provisions of
this paragraph with respect to early termination do not apply to any renewals
or extensions of the subject Lease, and the Lessee will not be allowed to
terminate such an renewal or extension prematurely.
5. RENEWAL FOR ADDITIONAL TERMS: If, at the end of the initial
thirty-six (36) month term of this Lease (or any permitted extension or renewal
thereof as provided hereunder), the Lessee is not in default hereunder, then
the Lessee may, at its option, extend the lease for the demised premises herein
described for an additional twenty-four (24) months. The Lessee will be
permitted two (2) such extensions (for a total of forty-eight (48) months)
hereunder. The Lessee must give the landlord ninety (90) days advance written
notice of its intention to exercise any option provided under this paragraph.
With respect to the rent reserved during any extension or renewal hereof, the
same will increase to the sum of Eight Thousand Five Hundred and No/100's
Dollars ($8,500.00) per month. All of the terms and provisions of this Lease,
except as otherwise expressly
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provided herein, will be applicable during any extension or renewal hereof.
6. TENANT IMPROVEMENT ALLOWANCE: If, during the term of this Lease (or any
permitted extensions or renewals thereof, as provided hereunder), the Lessee
makes improvements to the demised premises, then subject to the limitations
and conditions herein, the Lessee will be eligible to receive an improvement
allowance therefore. This improvement allowance shall be limited to a maximum
of Twenty Four Thousand and No/100's Dollars ($24,000.00) during the initial
thirty-six (36) month term of this Lease (or any permitted extensions or
renewals thereof). In order to receive this allowance, the Lessee will submit
to the Lessor copies of any and all invoices for which reimbursement is claimed
(including invoices for architectural drawings and space plans); the Lessor
will be given a period of thirty (30) days to review the invoices and verify
that such improvements have been made. At the conclusion of that time, if no
dispute has arisen about the same, then the Lessor shall pay to the Lessee the
amount of the invoice, which, when coupled with any other invoices previously
paid, shall not exceed the maximum amount of the improvement allowance
previously specified hereunder.
Until May 1, 2000, no monies for an improvement allowance will be paid
hereunder. In the event that the Lessee, for any reason whatsoever, vacates the
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demised premises before May 1, 2000, then it shall forfeit its right to any
improvement allowance, and no such sums shall be paid hereunder whatsoever,
regardless of whether the Lessee has actually expended sums for the improvement
of the demised premises. Moreover, no improvement allowance shall be paid
whatsoever for any additional air conditioning which the Lessee might
determine, in its sole and absolute discretion, is required for its needs. Any
and all improvements, paid for or reimbursed by the Lessor under this
paragraph, shall remain with the demised premises and be the sole and exclusive
property of the Lessor at the conclusion of the lease term contemplated hereby
(including any permitted extensions or renewals thereof).
7. FIRST RIGHT OF REFUSAL: The demised premises which are the subject of
this Lease are the downstairs/bottom floor only of those premises located at
0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx. With respect to the upstairs portion of
the demised premises, the Lessor grants the Lessee the right of first refusal,
with respect to the lease/use of that space, on the following terms and
conditions: In the event that the Lessor desires to use that space for its own
benefit, it will give the Lessee ten (10) business days written notice of its
intention to do so. Within that time period, if the Lessee desires to lease
the upstairs portion of the subject premises, it will do so, by paying a rent
for the upstairs portion which is equal to that rent which it is paying for
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the downstairs portion at that particular time under the terms of this Lease.
In the event that the Lessor is approached by a third party, who desires to
lease the upstairs portion of the demised premises, then the Lessor will give
the Lessee ten (10) business days written notice of its intention to lease that
space to the third party and the terms of the proposed lease. Within that time,
the Lessee will then have the option to exercise its right of first refusal for
the upstairs portion by paying a rent reserved of no less than that previously
set forth within this paragraph, or the amount which is contained in the third
party's offer to lease the premises, whichever is greater. Such lease will be
coterminous with this Lease.
8. ADDITIONAL AIR CONDITIONING: The Lessee shall have the right to add
additional air conditioning to the demised premises for its own use and
benefit. Such additional air conditioning shall be the sole and exclusive
responsibility of the Lessee. At the end of the term of this Lease (including
any permitted extensions or renewals thereof) the air conditioning equipment
will remain the property of the Lessor. Any additional air conditioning
installed in the demised premises pursuant to this section shall not be subject
to the improvement allowance, as previously set forth herein.
9. COMPLIANCE WITH GOVERNMENTAL REGULATIONS: The Lessee and Lessor will
comply with all the laws, rules, and
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regulations of proper governmental authorities and will not knowingly cause or
permit said premises or building to be used for any unlawful purposes.
10. UTILITIES AND MAINTENANCE: The Lessee shall and will pay all costs for
gas, electricity, water, lights, heating, telephone, and all other utilities and
things of a similar nature used on the demised said premises during the term of
this lease. The Lessee shall apply for and pay required deposits for these
items and will have the utilities put in its own name. The Lessor shall and
will maintain, at its own expense, the roof, plumbing, primary HVAC, foundation,
and exterior walls of the building (except for Lessee's signs, if any). The
roof shall be free of leaks. The Lessee shall and will maintain, at its own
expense, all portions of the leased premises and any additional air
conditioning which it may install. Additionally, the Lessee will likewise
maintain the fixtures and equipment therein for which the Lessor is not
responsible hereunder, if any, in a workable condition and will replace at its
own expense any fixtures and equipment owned by the Lessor which become
defective, broken, or unusable due to the willfulness or gross negligence of
the Lessee, its agents, employees, or customers. The Lessor will be responsible
for the landscaping and grounds maintenance. The Lessor hereby represents and
warrants that as the commencement date of this Lease, the plumbing, electric,
water, and HVAC systems are in
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good working order and repair and that the premises are ADA compliant; in the
event that it is discovered that the building possesses one or more problems
relating only to ADA compliance, and the amounts to be spent by the Lessor to
correct such an item or items relating to ADA compliance and bring the same
into compliance exceed Ten Thousand and No/100's Dollars ($10,000.00) in the
aggregate over the thirty-six (36) month term of this Lease (and any extensions
or renewals hereof), then the Lessee shall be responsible for the additional
amount. The Lessor further represents and warrants that as of the commencement
date, that there are no hazardous materials within the premises and that the
premises are in compliance with all applicable laws, ordinances, and
regulations. The Lessor will provide adequate and functional lighting for the
parking lot. Subject to the dollar limitations expressed herein, the Lessor
shall make all repairs within twenty-four (24) hours notice of the same, or
Lessee can contract with outside services to repair and deduct that amount from
next month's rent. In the event that individual repairs will cost more than
$1,000.00 (One Thousand Dollars), Lessee will notify Lessor and Lessor will
provide approval for repair within 24 hours of notice.
11. INSURANCE: The Lessor shall and will, at its own cost and
expense, keep the demised premises fully
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insured against loss or damage by fire or other casualty in the principal sum of
One Million Three Hundred Thousand and No/100's Dollars ($1,300,000.00). The
Lessee shall and will, during the full term of this lease, and at its own
expense, carry public liability insurance in the limits commonly known as One
Million and No/100's Dollars ($1,000,000.00) per occurrence, and One Million
Three Hundred Thousand and No/100's Dollars ($1,300,000.00) in the aggregate,
and shall cause the policy of insurance to be issued to show the Lessor as an
additional insured. If the Lessee desires any type of insurance on its
merchandise, inventory, equipment, or other property in the building or on the
premises, it shall be its sole obligation to arrange for it, it being understood
that the Lessor's sole responsibility shall be for fire and extended coverage
protection generally offered on commercial buildings. The Lessee agrees to hold
the Lessor harmless from any liability for any damages sustained by any person
on said premises due to the actions of the Lessee, its agents, servants,
employees, or customers during the term of this Lease, except in the case of
negligence or misconduct on the part of the Lessor, its agents, contractors, or
employees.
12. REAL ESTATE TAXES: The Lessor will pay all county, state, and other
real property taxes which may be assessed on the premises leased hereby.
13. PERSONAL PROPERTY TAXES: The Lessee shall and will pay all taxes of
any kind levied only upon the personal property, including trade fixtures and
inventory,
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kept on the leased premises and leased or owned by the Lessee.
14. PROHIBITION AGAINST ALTERATION OR CHANGES TO THE DEMISED PREMISES: The
Lessee shall not make any alterations or changes to the demised premises without
the prior written consent of the Lessor, which consent shall not be unreasonably
withheld or delayed, and all additions, fixtures, equipment, and floor covering,
together with any and all improvements (except furniture, inventory, airline
ticketing machines and telephones, which will be readily removable without
injury to the premises), shall be and remain a part of the premises at the
expiration of this lease.
15. PROHIBITION AGAINST ASSIGNMENT AND SUBLETTING: The Lessee shall not
have the right to assign, sublet, or part with the possession of the whole or
any part of said premises without the prior written approval of the Lessor;
provided, however, that such consent by the Lessor will not be unreasonably
withheld. Notwithstanding anything to the contrary contained herein. Lessee
shall have the right to assign the Lease to an entity which is owned by or under
the common ownership of Lessee or, to a parent, subsidiary, or affiliate of the
Lessee.
16. USE OF PREMISES: The Lessee shall not use or permit said premises or
any part thereof to be used for any purpose or purposes other than as general
office purposes and
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on-line fulfillment services without the prior written consent of the Lessor,
and no use shall knowingly be made or permitted to be made of the premises
which will increase the existing rate of insurance upon the type of building
being leased hereunder, or cause a cancellation of any insurance policy
covering said building, or any part thereof, nor shall the Lessee knowingly
sell or permit to be kept, used or sold in or about the premises, any article
which may be prohibited by the standard form of the Lessor's fire insurance
policy.
17. SIGNS: The Lessee shall have the right to place a sign on the building
to notify the public of its presence therein. Such sign shall not damage,
deface, or otherwise mar the exterior of the building, and the content and
placement of the sign shall be subject to approval, which shall not be
unreasonably withheld or delayed, by the Lessor, in advance. The Lessee shall
be responsible for all expenses incident to the preparation and mounting of the
sign.
18. DESTRUCTION OF LEASED PREMISES: It is understood and agreed that if
said premises during the term of this contract be destroyed by fire or other
casualty, then the Lessor must give written notification of intent within
thirty (30) days, then and in that event the Lessor shall be under no obligation
to rebuild the same, and if it shall elect not to rebuild said premises, then
this lease shall at once become null and void; provided, however, that if the
Lessor shall elect to rebuild said premises, it may do so by
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restoring same to like condition as of the date of this contract (together with
all improvements subsequently made by the Lessee). Such restoration shall be
made within sixty (60) days of the casualty. During the time of such rebuilding,
the rent reserved hereunder shall cease, but on the conclusion of such
rebuilding the rent reserved hereunder shall at once begin again.
19. CONDEMNATION: In the event any portion of said leased premises is
taken by any condemnation or eminent domain proceedings, the monthly rental
herein shall be ratably reduced according to the area of the leased premises
which is taken and the Lessee shall be entitled to no other consideration by
reason of such taking. Any damages suffered by the Lessee on account of the
taking of any portion of said leased premises and any damage to any structure
erected on said leased premises, respectively, that shall be awarded to the
Lessee in said proceeding shall be paid to and received by the Lessor, and the
said Lessee shall have no right therein or thereto or to any part thereof. The
Lessee does hereby relinquish and assign to the Lessor all of the Lessee's
rights and equities in and to any such damage. In the event the property is
either totally or partially condemned, the Lessee may terminate the Lease
without penalty.
20. LESSOR'S LIABILITY FOR THEFT: The Lessor shall not be liable for any
loss of property by theft or
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burglary from the building, except in the event of the Lessor's negligence.
21. LESSOR'S RIGHT OF INSPECTION: The Lessor or its agents shall have the
right to enter and inspect said premises, at any reasonable hour, upon advance
notice to Lessee, except in emergencies of Lessor's employees, agents, or
contractors, and to make any alterations, additions, or improvements which they
may reasonably deem necessary for its preservation. Such alterations, additions,
or improvements shall not materially interfere with Lessee's business.
22. LESSOR'S RIGHT OF ACCESS TO THE SECOND FLOOR: The demised premises
which are the subject of this Lease consist of the bottom floor/downstairs
portion of the property located at 0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx. The
parties recognize that the Lessor has an interest in the upstairs portion of
that property. Accordingly, the Lessor shall be permitted access to the
downstairs/bottom floor at all times, in order to gain access to the upstairs
floor. Such access shall, at a minimum, consist of unfettered use of the
stairwell. In the event that it becomes necessary for the Lessor to renovate the
demised premises, in order to add an elevator from the first to the second
floor, the Lessee agrees to provide such access and space in order for that
renovation to be accomplished. This renovation, if necessary, will occur with no
disruption to Lessee's operation; if disruption occurs, Lessee is notified of
the same, and fails
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to correct the situation, then Lessor will be liable for damages, disruption,
and loss to Lessee. If the Lessee leases the upstairs and the Lessor provides an
elevator, the Lessee will relinquish its early termination rights within this
Lease; however, if the Lessor does not provide an elevator, the Lessee will not
relinquish its early termination rights.
23. RIGHT TO RE-TAKE UPON ABANDONMENT: If the said leased premises shall
be deserted or vacated for more than thirty (30) days or more any time during
the lease term, then it shall be lawful for the Lessor, its attorney, agents,
successors, or assigns, to re-enter into and repossess the said premises. In
such case, the Lessee shall continue to remain liable for any and all rents
which are then due or which may become due until the termination of this lease.
24. EVENTS OF DEFAULT CONSISTING OF NON-PAYMENT OR FAILURE TO ABIDE BY THE
COVENANTS: In case any sum to be paid hereunder shall be in default for a period
of ten (10) business days, or if the Lessee shall violate any of the other
covenants of this lease as provided herein, which default remains uncorrected
after the giving of ten (10) business days written notice, then in either event,
the Lessee shall become Lessee at sufferance and the Lessor, its attorney,
agents, successors, representatives, and assigns shall be entitled to
immediately re-enter and take possession of said premises with notice of legal
process.
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25. EVENTS OF DEFAULT OTHER THAN NON-PAYMENT OR FAILURE TO ABIDE BY THE
COVENANTS: If the Lessee shall be adjudicated a bankrupt, become insolvent, take
the benefit of any federal or state reorganization or composition proceeding,
make a general assignment for the benefit of creditors, otherwise take the
benefit of any benefit of any insolvency law, or have a trustee in bankruptcy or
a receiver appointed or elected (whether under federal or state law), and such
in not discharged within thirty (30) days, then and in such event this lease
shall terminate at the will of the Lessor, and the said Lessor shall re-enter
and retake possession without the necessity of legal process, and upon written
notice to said Lessee.
26. ATTORNEY'S FEES AND COSTS: In the event it becomes necessary for the
Lessor or Lessee to obtain legal assistance in enforcing any covenant in this
lease, then the non-prevailing party and will pay all reasonable attorney's fees
and all expenses incurred (both at the trail and appellate levels, if
necessary).
27. LANDLORD'S LIEN: The Lessee hereby pledges and assigns to the Lessor
all the furniture, fixtures, goods, chattels which shall be brought upon said
premises, together any rents from the demised premises (if the premises have
been sub-let or assigned), as security for the payment of said rent and all
other payments due by the Lessee hereunder, and the Lessee agrees that said lien
may be enforced by
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distress, foreclosure, or otherwise, at the election of the Lessor.
28. CUMULATIVE PROVISIONS: The rights and remedies created by this lease
are cumulative and the use of one remedy shall not be taken to exclude or waive
the right to the use of another.
29. EFFECT OF WAIVER: No waiver of any condition or covenant of this lease
by the Lessor shall be deemed to imply or constitute a further waiver by the
Lessor of any other condition or covenant of this lease.
30. TIME IS OF THE ESSENCE: It is understood and agreed between the
parties hereto that time is of the essence as to all of the terms and
provisions of this lease except as where otherwise indicated herein.
31. NOTICES: Any and all notices under this Lease shall be in writing, and
hand delivered to the Lessor or Lessee, or delivered by some form of mail or
delivery requiring a signed receipt, at the demised premises or headquarters
for the Lessee, or at address where the Lessor is receiving the rent reserved
hereunder, as applicable.
32. OCCUPATIONAL LICENSES RESPONSIBILITY OF LESSEES: It shall be the
responsibility of the Lessee to obtain any and all licenses necessary from any
and all governmental authorities to operate the business upon the leased
premises, including but not limited to any and all licenses required to conduct
the type of business for which
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these premises are being leased. The Lessee shall not hold for sale any items of
merchandise for which he does not hold the requisite license from the proper
governmental authority.
33. SURRENDER OF PREMISES: At the expiration of the term of this lease,
the Lessee shall quit and surrender the premises to the Lessor, in as good state
and condition as reasonable use and wear thereof will permit, damage by the
elements excepted, unless such damage by the elements shall result from the acts
of negligence of the Lessee, its employees, agents, representatives or
customers.
34. HOLD HARMLESS: Should an action be commenced in which the Lessor is
made a party defendant due to the acts of the Lessee, its employees, agents,
representatives, or customers, the Lessee agrees to pay, on demand, the Lessor's
counsel fees (at both the trial and appellate levels) and any judgments
resulting from such action. It is the intention of the parties that the Lessee,
at all times, will hold the Lessor, or its agents, successors, and assigns, free
and harmless from any damage or judgment resulting as aforesaid. This paragraph
shall also apply to protect the Lessor against loss, liability, or expense by
reason of any accident or injury to person or property occurring on the premises
leased hereunder, except in the case of negligence or misconduct on the part of
the Lessor, its agents, contractors or employees.
35. BINDING EFFECT OF COVENANTS: All covenants herein contained shall
extend to and bind the heirs, executors, administrators, successors, and
assigns,
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respectively, of each of the parties hereto.
36. PARKING: The Lessee shall have the exclusive right to 75 parking
spaces on the premises. The remaining spaces will be open. If Lessee leases
entire building, it shall have exclusive rights to all parking spaces in the
property.
37. RULE OF CONSTRUCTION AGAINST DRAFTER OF CONTRACT INAPPLICABLE HERETO:
This Lease is the product of negotiations between the parties hereto. Hence,
while it may have been typed in the office of counsel for one of the parties it
is, in essence, a joint work product. Hence, the rule that a contract that will
be most strongly construed against the drafter hereof will have no force and
effect with respect to this Lease.
IN WITNESS WHEREOF, the said parties have hereunder set their hands and
seals the day and year first above written.
HEFTY PUBLISHING COMPANY
By: /s/ XXXX XXXXX
--------------------------------------
XXXX XXXXX
As its President
ATTEST:
/s/ XXXX XXXXX
---------------------------------
As its Secretary
Executed in the presence of:
/s/
---------------------------------
Witness as to the Lessor
/s/
---------------------------------
Witness as to the Lessor
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WORLDTRAVEL TECHNOLOGIES, L.L.C.
By: /s/ XXX XXXXXX
------------------------------
XXX XXXXXX
As its Senior Vice-President
Administration
ATTEST:
/s/
----------------------------
As its Treasurer
Executed in the presence of:
/s/
----------------------------
Witness as to the Lessee
/s/ XXXXX X. XXXXX
----------------------------
Witness as to the Lessee
STATE OF FLORIDA
COUNTY OF SANTA XXXX
----------
BEFORE ME, the subscriber, personally appeared XXXX XXXXX, as the
President of HEFTY PUBLISHING COMPANY, a Florida Corporation, who is personally
known to me or who produced ____________________ as identification, who did not
take an oath, and who acknowledged that he signed the foregoing document, on
behalf of the aforesaid Corporation, as its deed and act, for the uses and
purposes therein set forth.
