LEASE AGREEMENT
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THIS LEASE entered into the dates hereinafter set forth between XXXXXXX X.
XXXXX, (hereinafter called the "Lessor") ,and TELCO COMMUNICATIONS GROUP, INC.,
a Virginia corporation, (hereinafter referred to as "Lessee").
WITNESSETH:
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The Lessor does by these presents lease and let unto the Lessee the real
property located in Broward County and commonly known as:
0000 X.X. 00xx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Square footage of bay area is 4,105 S.F.+/-, which includes an office area.
TO HAVE AND TO HOLD the said leased property, including access parking
rights, for use as a facility for telecommunication facility for a lease term
of five (5) years from and after the commencement of the term as hereinafter
provided.
In consideration of the premises, it is mutually covenanted and agreed by
and between Lessor and Lessee as follows:
1. RENT CONSIDERATION: The Lessee shall pay Lessor as rent for the
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demised premises and appurtenances rights the monthly sum of $2,052.50, plus
sales tax (presently 6%) in the amount of $123.15 per month, for a total
monthly rent of $2,175.65 for the first year. Commencing the second year of
this lease and each year thereafter, the rent shall be adjusted in accordance
with the Consumer Price Index (CPI), see paragraph 5 below. Rent is due on
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the first day of each month without demand. The following amounts shall be
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paid at execution of this Lease:
Total
Sales Tax Received
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First Month's Rent $2,052.50 $123.15 $2,175.65
Security Deposit (Total Due) $3,263.47 N/A $3,263.47
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Total Received $5,439.12
2. PAYMENT OF RENT: If Lessee shall fail to pay any rent within (10)
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days of its due date, then Lessee shall also pay to Lessor a late charge of
$100.00 if the rent is not paid within thirty days of its due date. If the
rent remains past due after the thirtieth day of its due date, then an
additional $400.00 late charge shall be assessed for each month that the rent
shall remain unpaid. Lessee understands that this paragraph does not imply a
grace period and that rent is due on the first day of each and every month.
Any payment of rent after such time shall create a default as defined in
Paragraph 24.
3. POSSESSION AND COMMENCEMENT OF TERM: Except as otherwise provided in
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this Lease, Lessor shall deliver possession of the Leased Premises to Lessee
on May 1st, 1996. In the event Lessor fails to deliver the Leased Premises on
the commencement date because the Leased Premises are not ready for occupancy,
or because the previous occupant of said premises is holding over, or for any
other cause whatsoever, Lessor shall not be liable to Lessee for damages as a
result of Lessor's delay in delivering such premises, and Lessee shall have no
right to terminate the Lease, or content the validity of the Lease, and the
commencement date of the Lease shall be postponed until such time as the
Leased Premises are ready for Lessee's occupancy. However, if the Leased
Premises are not ready for Lessee's occupancy by July 1st, 1996, then Lessee,
with written notice to Lessor, shall have the right to terminate this Lease
with all monies deposited with Lessor refunded to Lessee, and Lease shall have
no further force or effect on the either party. This Lease shall be
contingent upon Lessor executing a "Certificate and Disclaimer of Record Owner
and any Mortgage of Real Estate" to be furnished from DSC Finance Corporation.
Said Certificate shall be furnished to Lessor prior to Lessor's execution of
this Lease.
4. OPTION TO RENEW: Lessor hereby grants to the Lessee, if Lessee is
not in default of this Lease, an option to renew this Lease for two (2)
additional five (5) year periods commencing from the base term expiration
date as determined in Paragraph 3 above. Lessee is required to give Lessor a
one-hundred-eighty (180) day written notice prior to the expiration of the
base term of its intention to exercise each option to renew. The rent for the
option periods shall be the base term rent adjusted in accordance with the
Consumer Price Index, see Paragraph 5 below.
5. CONSUMER PRICE INDEX: The rent provide for herein shall be increased
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periodically in proportion to any increase in the Consumer Price Index. Upon
the commencement of each Lease Year following the first Lease Year, the total
Rent for the Leased Premises described in the Lease not yet paid prior to the
commencement of the Lease Year shall be increased, but never decreased, to the
dollar amount equal to the following expression:
CPI
2
X RD
---
CPI
1
However, in no event shall the increase be less than four percent (4%) or
above eight percent (8%) in any year period.
In interpreting this Section, the following definitions shall prevail:
a) Consumer Price Index shall equal the U.S. Department of Labor,
Consumer Price Index, for all urban consumers and revised CPI for urban wage
earner and clerical workers, U.S. Cities Average - all items 1982-84=100
published in the Monthly Labor Review of the United States Department of Labor
Statistics. If the Bureau of Labor Statistics shall change the method of
determining the Consumer Price Index, the formula for determining the rent
increase shall be altered or amended, if possible so as to continue the base
period and base figure, but in the event it shall be impossible to do so, or
in the event the Bureau of Labor Statistics shall cease to publish the said
statistical information, and is not available from any other source, public or
private, acceptable to both parties, then in any such events a new formula for
determining the rent increase shall be adopted by agreement between the
parties, or by arbitration if the parties are unable to agree, then a new
formula for determining the rent increase shall be adopted for the parties by
a board of arbitration, to consist of three (3) persons, one of whom shall be
chosen by the Lessor, one of whom shall be chosen by the Lessee, and the third
shall be chosen by the two so selected. If either of the parties shall fail
to select an arbitrator within sixty (60) days after actual receipt of notice
by the other party that an arbitrator has been selected, then a second
arbitrator may be selected by the other party. The board of arbitration shall
meet as soon as practical after the appointment and shall fix the formula for
determining the rent increase, and shall file a written report with the Lessor
and the Lessee signed by at least two (2) members of the board of arbitration
which shall be final and shall be binding upon both parties.
(b) CPI equals the Consumer Price Index for the month fourteen
1
(14) months prior to the commencement of the Lease Year. For purposes of
definition, March, 1995 is fourteen months prior to a lease year commencing in
May, 1996.
(c) CPI equals the Consumer Price Index for the month two (2)
2
months prior to the commencement of the Lease Year. For purposes of
definition, March, 1995 is two months prior to a lease year commencing May,
1995.
(d) "RD" equals the total amount of the Rent, as increased by all prior
adjustments, if any, pursuant to this Section, due during the entire Lease
Term not yet paid by Lessee upon the commencement of the Lease Year.
(e) If a Lease Year concludes during the twelve months preceding the
expiration of the Lease Term, the period between the Lease Year so concluding
and the expiration of the Lease Term shall be deemed to be a "Lease Year" for
the purpose of this Section, despite the fact that the period deemed to be a
Lease Year is less than twelve months in duration.
6. USE PROHIBITED: Lessee shall not use any portion of the premises for
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purposes other than those specified hereinabove. All work shall be done
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within the premises, and no outside storage is permitted unless stipulated
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herein.
7. ACCEPTANCE OF PREMISES: Lessee acknowledges that Lessor has not made
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any representations or warranties with respect to the condition of the
premises, and neither Lessor or any assignee of Lessor shall be liable for any
latent or patent defect therein, subject to paragraph 8 below. Lessor hereby
assigns to Lesser all warranties made by others to Lessor with respect to
improvements on the premises and any other rights it may have against
contractors, suppliers or others with respect to negligence or faulty
performance in connection with the construction or repair of such
improvements. The taking of possession of the premises by Lessee shall be
evidence that the premises were in satisfactory condition at the time such
possession was taken.
8. LESSOR'S INITIAL REPAIRS: Lessor shall repair the demising wall
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between Bay #1526 and Bay #1522, correct any existing code violations and
delivered the premises to Lessee in "Broom-Clean" condition.
9. GROSS LEASE DEFINED: The expenses attributable to each party are as
follows:
(a) Real Property Taxes: The base year shall be 1995 and shall be
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paid by Lessor. Any increase subsequent to base year shall be the
responsibility of Lessee on a pro rata basis (8.26%) and shall be reimbursed
by Lessee to Lessor immediately upon invoicing by Lessor for such increase.
(b) Fire and Extended Coverage Insurance: The base year shall be
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1996 and shall be paid by Lessor. Any increase subsequent to base year shall
be the responsibility of Lessee on a pro rata basis (8.26%) and shall be
reimbursed by Lessee to Lessor within 30 days upon invoicing by Lessor for
such increase. Lessee covenants that it will do and/or will permit to be done
no act which will increase fire hazard or rate of fire insurance on demised
premises, or any property thereon; that it will obey all state and municipal
laws and regulations relating to fire hazards, fire protections, and
sanitation, and that it will commit no nuisance on the said premises. In the
event Lessee's sole use of the demised premises causes an increase in the
insurance premium, then Lessee shall be responsible for said increase, and
such increase shall be paid to Lessor immediately upon invoicing.
(c) Maintenance - Exterior: Exterior maintenance shall be paid by
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Lessor and shall include lawn, parking area, and entire exterior of building.
(For doors, see Paragraph (d) below). Lessee agrees, however, to instruct
employees to assist in "policing" the immediate area around the leased
premises, and both Lessee and its employees are prohibited from indiscriminate
littering which shall be a violation of this lease.
(d) Maintenance - Interior: Interior maintenance shall be paid by
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Lessee and shall include all electrical, plumbing, carpet cleaning, pest
control, air conditioning service and repairs, and maintenance of all doors in
leased bay.
10. UTILITIES AND TRASH HAULING:
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(a) Trash Pickup: Lessee shall be responsible for its own trash
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receptacle and removal service.
(b) Water: Lessor shall provide water for Lessee's use at Lessor's
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own cost, except that water used by Lessee for any purpose other than
drinking, lavatory, or toilet purposes, including water used by Lessee for
supplementary air conditioning or supplementary refrigeration shall be paid
for by Lessee to Lessor at rates which shall be set by Lessor at approximately
the cost to Lessor.
(c) Electric: All electrical services shall be paid by Lessee on a
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separate meter.
(d) Any Other Utilities: All other utilities shall be paid Lessee.
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11. ELECTRICAL AND TELEPHONE SYSTEMS: Lessee's use of electrical energy
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in the premises shall not, at any time, exceed the capacity of any of the
electrical conductors and equipment in or otherwise serving the premises. In
order to insure that such capacity is not exceeded and to avert possible
adverse effects upon the buildings electrical service, Lessee shall not,
without Lessor's prior written consent in each instance, such consent not to
be unreasonably withheld, connect appliances or equipment to the building,
electric distribution system, telephone system, or make any alteration or
addition to the electric system of the premises existing on the commencement
date. Lessee's electrical usage under this lease contemplates only the use of
normal and customary business equipment. In the event Lessee installs any
equipment which uses substantial additional amounts of electricity, then
Lessee agrees that Lessor's consent is required before the installation of
such additional equipment. Lessee shall be solely liable for electrical and
telephone expenses relating to the premises, including changes or alterations,
if required. Lessor acknowledges that Lessee will be making substantial
improvements and alterations to the premises and agrees to allow Lessee to
make such improvements and alterations as long as
Lessee submits all plans and specifications to Lessor for Lessor's approval,
which approval shall not be unreasonably withheld.
12. PERSONAL PROPERTY TAXES: Personal property taxes shall be paid by
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Lessee (on inventory, furniture, fixtures and equipment, and so forth).
13. SIGNS: Lessee shall have the right to install or cause to be
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installed signs advertising its own business on the outside of the building in
areas wherein Lessee it situated. All signs are to be removed or painted over
at the end of the term or at the time it vacates the premises. Signs are at
Lessee's expense, and Lessee must comply with all government authorities
having jurisdiction. Lessee shall submit a sketch to Lessor for approval
before any signage is installed.
14. INSURANCE:
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Liability: During the lease term, Lessee shall maintain in force a
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policy of insurance insuring Lessor (additional-insured) and Lessee against
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its liability for accidents on the leased premises with limits coverage of not
less than $1,000,000. coverage per occurrence for bodily injury and property
damage. Certificate of Insurance shall be furnished to Lessor reflecting said
coverage. Such certificate shall provide for a thirty (30) day written notice
to Lessor in the event of cancellation or material change in coverage.
15. INDEMNIFICATION BY LESSEE: Lessee shall indemnify and hold Lessor
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and all superior lessors and superior mortgagees and his and their respective
partners, directors, officers, agents, employees and beneficiaries
(hereinafter collectively referred to as the "Lessor") harmless from and
against any and all claims from or in connection with:
(a) the conduct or management of the premises or any business
therein, or any work or thing whatsoever done, or any condition created (other
than by Lessor) in or about the premises during the term of this lease or
during the period of time, if any, prior to the commencement date that Lessee
may have given access to the premises;
(b) any act, omission or negligence of Lessee or any of its
subtenants or licensees or its or their partners, directors, offices, agents,
employees or contractors;
(c) any accident, injury or damage whatsoever (unless caused solely
by Lessor's negligence) occurring in, at, or upon the premises;
(d) any breach or default by Lessee in the full and prompt payment
and performance of Lessee's obligation under this Lease, together with all
costs, expenses and liabilities incurred in or in connection with each such
claim or action or proceeding brought thereon, including, without limitation,
all reasonable attorneys' fees and expenses. In case any action or proceeding
be brought against Lessor and/or superior lessor or superior mortgagee and/or
its or their partners, director, officers, agents and/or employees by reason
of any such claim, Lessee, upon notice from Lessor or such superior lessor or
superior mortgagee, shall resist and defend such action or proceeding (by
counsel reasonably satisfactory to Lessor or such superior lessor or superior
mortgagee).
16. NON-LIABILITY OF LESSOR: Neither Lessor nor any beneficiary, agent,
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servant, or employee of Lessor, nor any superior lessor nor any superior
mortgagee shall be liable to Lessee for any loss, injury or damage to Lessee
or to any other person, or to its or their property, irrespective of the cause
of such injury, damage or loss, unless caused by or resulting from the
negligence of Lessor, his agents, servants or employees in the operation or
maintenance of the premises or the building, subject to the doctrine of
comparative negligence in the event of contributory negligence on the part of
Lessee or any of its subtenants or licensees or its or their employees,
agents, or contractors. Lessee recognizes that any superior mortgagee shall
not be liable to Lessee for injury, damage or loss caused by or resulting from
the negligence of Lessor. Further, neither Lessor, any superior lessor or
superior mortgagee, nor any partner, director, agent, servant, or employee of
Lessor shall be liable:
(a) for any such damage caused by other lessees or persons in, upon
or about the building, or caused by operations in construction of any private,
public, or quasi-public work;
(b) for consequential damages arising out of any loss of use of the
premises or any equipment or facilities therein by Lessee or any person
claiming through or under Lessee, unless provide negligent in performing their
duties through actions or inactions.
17. TRADE FIXTURES AND EQUIPMENT OF LESSEE: All trade fixtures and
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equipment which are installed or placed on the leased premises by or at the
expense of Lessee shall remain the property of the Lessee, and Lessee shall
have the right to remove same at any time when it is not in default in any way
of its agreements herein contained, except at the end of the lease term, any
improvements to the structure itself shall become the property of the Lessor.
18. BUILDING ADDITIONS AND RENOVATIONS: Lessee shall not renovate or
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alter the building structure in any manner without the prior consent of the
Lessor, which consent shall not be unreasonably withheld.
19. ROOF AND STRUCTURE: Lessee shall not attach any devices to the roof
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members, roof deck or any portion of the building.
20. ASSIGNMENT AND SUBLETTING: Lessee may assign this lease or sublet
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the premises, with the prior approval of the Lessor (said approval not to be
unreasonably withheld), but no such assignment or subletting shall relieve the
Lessee herein named of any of its obligations under this lease, and all
assignees or subtenants shall be bound by the terms and provisions of this
Lease. The sale of all or a controlling interest of stock of Lessee shall be
deemed to be an assignment or sublease for the purposes of this paragraph.
21. SUBORDINATION OF LEASEHOLD: Lessee agrees, upon request by Lessor,
--------------------------
to subordinate its leasehold interest to the lien of any bona-fide mortgage
that may be procured by Lessor on the leased premises, provided that the
mortgagee of such mortgage shall permit Lessee to remain in possession of the
leased premises as long as Lessee complied with and performs all of its
covenants and undertakings under this Lease.
22. DAMAGE BY FIRE OR OTHER CASUALTY: If the leased premises are
--------------------------------
damaged by fire or other casualty, the Lessee shall give immediate notice to
Lessor of such damage. If the damage shall amount to less than fifty (50%)
percent loss and damage to the leased building, the Lessor shall immediately
repair the damage and rebuild the building to substantially the same condition
as it was prior to the damage, completing same with all reasonable speed and
in all events within ninety (90) days from the date of the damage. If the
loss or damage to the leased building shall amount to fifty (50%) percent or
more, the Lessor shall have the option, such option to be exercised within
fifteen (15) days after the date of the damage, to either terminate this Lease
or repair the damage and rebuild the building, and if the latter option is
exercised, the Lessor agrees to repair the damage and rebuild the building to
substantially the same condition it was in prior to the damage, completing
same with all reasonable speed, and in all events within one hundred fifty
(150) days from the date of the damage. In the event of any such damage, the
rent payable under this Lease shall xxxxx in proportion to the impairment of
the use that can reasonable be made of the leased premises until the property
can be rebuilt and repaired, and if the Lease is terminated as herein
provided, rent shall cease as of the date of the damage.
23. EMINENT DOMAIN: During the term of this Lease, in the event any
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portion of the leased building is taken by eminent domain, or in the event
more than twenty (20%) percent of the area of the land on which access and
parking rights are hereby granted is taken by eminent domain, or in the event
by reason of taking by eminent domain the Lessee's operation of its business
or its access thereto shall be materially impaired, Lessee shall have the
right and option to terminate this Lease as of the date of taking by eminent
domain. Whether or not Lessee shall exercise such right and option, it shall
have and retain its right to compensation for business loss from the
condemning authority in the event of taking by eminent domain.
24. DEFAULT IN RENT PAYMENT: This Lease shall be in default in Lessee
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shall:
(a) fail to pay any installment of base or additional rents or
other amount (not in dispute) when due and payable, whether or not such
payment shall have been demanded;
(b) fail to perform or comply with any of the other conditions or
agreements expressed or implied herein and fail to remedy such lack of
compliance within ten (10) days after notice from Lessor of such default;
(c) abandon, vacate, or not occupy the premises for fourteen (14)
consecutive days;
(d) liquidate or cease to exist, admit insolvency, seek relief
under any law for the relief of debtors, make an assignment for the benefit of
creditors or be the subject of a voluntary or involuntary petition in
bankruptcy or receivership, or in the event of any like occurrence which, in
the sole judgement of the Lessor, evidences the serious financial insecurity
of the Lessee, or if the estate hereby created shall be levied upon or taken
by execution
or process of law, then and in any of such cases, regardless of any waiver or
consent to any earlier event of default, Lessor, at its option, may exercise
any and all remedies available to Lessor under law, all of such rights and
remedies to be cumulative and not exclusive, including, without limitation,
the following:
(1) a. Lessor may terminate this lease upon five (5) days'
written notice to Lessee, and this lease shall terminate on the date specified
therein, and Lessee shall quit and surrender the premises by said date and
remain liable as set forth below;
x. Xxxxxx may enter upon the premises forthwith or at any
subsequent time without notice or demand (which notice or demand is hereby
expressly waived by Lessee) and thereby terminate the estate hereby created,
and expel Lessee and those claiming under it and remove their effects without
being guilty of any manner of trespass, and Lessee shall remain liable as set
forth below. Lessee further agrees that if Lessor shall cause Lessee's goods
or effects to be removed from the premises pursuant to the terms hereof or of
any court order, Lessor shall not be liable or responsible for any loss or
damage to Lessee's goods or effects, and the Lessor's act of so removing such
goods or effects shall be the act of and for the account of Lessee.
c. In the event of termination under Paragraphs (1)a. or
(1)b. above, Lessee shall pay to Lessor as current liquidated damages (i) the
base rent and additional rents and other amounts payable hereunder up to the
time of termination, and (ii) thereafter until the expiration of the then
current term hereof, whether or not the premises shall be relit and as and
when due in accordance with the provisions hereof, the base or additional
rents and other sums payable hereunder if this lease had remained in effect,
less the net proceeds to the Lessor of any reletting, including, without
limitation, all costs, fees and expenses of repossession, brokers,
advertising, attorneys, courts, repairing, cleaning, repainting, and
remodeling the premises for reletting (said costs and expenses shall not
exceed $8,000.00).
d. At any time after termination under Paragraphs (1)(a.
or 1(b). above, whether or not Lessor shall have collected any amounts under
Paragraph (1)c. above, Lessor shall be entitled, at Lessor's option, to obtain
from Lessee, who shall pay to Lessor on demand as liquidated damages, and in
lieu of amounts payable under Paragraph (1)c. above beyond the date of
Lessor's receipt of such liquidated final damages, either (i) an amount equal
to the present value to the Lessor of the lease as of the time of such demand,
or (ii) the amount, if any, which the aggregate base or additional rents and
other amounts which would be payable to Lessor if this lease remained in
effect for the balance of the then current term exceeds, as of the date of the
demand (i) the aggregate rent for the period ending on the same date as the
end of the then current rent of this lease on any reletting of the premises by
the Lessor, or (ii) if no reletting has occurred by the time of demand
hereunder, the lowest aggregate rent reserved for such period for a like
amount of space in the building.
e. Without waiving its rights to terminate at any time
under Paragraphs (1)a. and (1)b. above, Lessor may continue this lease in
effect for the remainder of the then current term or any extension, and Lessee
shall remain liable and obligated under all of the covenants and conditions
hereof during said period and shall pay as and when due the base and
additional rents and other amounts payable hereunder as if the Lessee had not
defaulted hereunder. In such event, Lessor may relet the premises for the
account of Lessee crediting the rent received on such reletting to amounts
owing by the Lessee hereunder. The Lessee hereby constitutes the Lessor its
attorney-in-fact to take any and all such actions necessary or incidental to
such reletting. Such continuance of this lease shall not constitute any
waiver or consent by the Lessor of or to said default or any subsequent
default.
(2) In addition to the foregoing remedies and regardless of
which remedies the Lessor pursues, Lessee covenants that it will indemnify
Lessor from and against any loss or damage directly or indirectly sustained by
reason of any termination resulting from any event of default as provided
above. Lessor's damages hereunder shall include, but shall not be limited to,
any loss of rent prior to or after reletting the premises, broker's
commissions, advertising costs, reasonable costs of repairing, cleaning,
repainting and remodeling the premises for reletting, moving and storage
charges incurred by Lessor in moving Lessee's property and effects, and legal
costs and reasonable attorney's fees incurred by Lessor in any proceedings
resulting from Lessee's default,
collecting any damages hereunder, obtaining possession of the premises by
summary process or otherwise, or reletting the premises.
(3) In the event that any court or governmental authority
shall limit any amount which the Lessor may be entitled to recover under this
Paragraph, Lessor shall be entitled to recover the maximum amount permitted
under law. Nothing in the Paragraph shall be deemed to limit Lessor's
recovery from Lessee of the maximum amount permitted under law or of any other
sums or damages which Lessor may be entitled to so recover in addition to the
damages set forth herein.
(4) Nothing in this Paragraph shall be deemed to require the
Lessor to relet the premises or to take any other action with regard to the
premises, and the Lessor shall not be liable for any failure to relet, collect
rent, or take any other action with regard to the premises after termination
under Paragraph 1. or 2. above. Lessee hereby waives any right of redemption
which it may have by reason of Lessee's default or eviction hereunder.
(5) The parties hereto expressly agree that this lease and the
estate created hereby shall not continue or inure to the benefit of any
assignee, receiver or trustee in bankruptcy, except at the option of Lessor.
25. ACCESS FOR INSPECTION AND SHOWING: Upon reasonable notice to Lessee
---------------------------------
and during normal business hours, Lessor and its agents shall have the right
to enter and/or pass through the premises at any time or times to examine the
premises and to show them to actual and prospective Superior Lessors, Superior
Mortgagees, or prospective purchasers, mortgagees or lessors of the building.
During the period two (2) months prior to the expiration date of this lease,
Lessor and its agents may exhibit the premises to prospective lessees.
26. BREACH OF LEASE: If the Lessee shall fail to perform, or shall
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breach any agreement of this lease (other than the agreement of the Lessee to
pay rent) of thirty (30) days after having been given a written notice
specifying the performance required, the Lessor may institute action in a
court of competent jurisdiction to terminate this lease or to compel
performance of this agreement. The prevailing party in that litigation shall
be paid by the losing party for all expenses of such litigation, including a
reasonable attorney's fee.
27. NOTICES: All rent payments and notices required to Lessor under
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this Lease shall be paid and given or mailed to:
RAUCH, WEAVER, XXXXXXXX & CO.
000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, XX 00000
or to such other person or firm or at such other place as Lessor shall from
time to time specify in writing to Lessee. All notices given under this Lease
to Lessee shall be given or mailed to address of leased premises. Any such
notice properly mailed by United States mail, postage and fee prepaid and
certified-return receipt requested, shall be deemed delivered when receipted
for.
28. DELIVERING PREMISES: Lessee shall deliver the demised premises at
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the end of the lease term or extended term, if extended, in the same condition
as at the time of commencement of the lease term, except for ordinary wear and
tear.
29. QUIET ENJOYMENT: Lessor covenants that if Lessee shall pay
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the rentals on time and perform its agreements hereunder, Lessor shall and
will protect and defend against any interference with the Lessee's use and
quiet enjoyment of the leased property during the term of this Lease.
30. REALTOR AND REALTOR FEES: Realtor is RAUCH, WEAVER, XXXXXXXX & CO.
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by separate agreement. No obligation for fee exists on the part of Lessee.
31. RECORDING: This contract is not to be recorded, unless mutually
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agreed, in writing, by both parties hereto.
32. PARKING AND DRIVEWAYS: Parking shall not be designated; however,
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spaces are generally acknowledged to be available to Lessee in the adjacent
area to the leased building premises. Lessee shall not barricade the
driveways or parking areas in any manner and shall cooperate with other
tenants in the total complex. In the event of a dispute, Lessor reserves the
right to designate parking spaces.
33. OBSTRUCTION: Lessee shall neither obstruct the sidewalks or parking
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lots in front of the building or the premises or the area around the building
or premises in any manner whatsoever.
34. SECURITY DEPOSIT: Lessee has deposited with Lessor the security
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deposit in the amount set forth in Paragraph 1 herein for the performance of
each and every covenant and agreement to be performed by Lessee
under this lease. Lessor shall have the right, but not the obligation, to
apply the security deposit in whole or in part as payment of such amounts as
are reasonably necessary to remedy Lessee's defaults in the payment of rent or
in the performance of the covenants or agreements contained herein. Lessee's
liability is not limited to the amount of the security deposit. In the event
that Lessee shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this lease, the said security shall be
returned to Lessee within fifteen (15) days after the date fixed as the end of
the lease and after delivery to Lessor of entire possession of the demised
premises.
35. GENERAL: In referring to Lessee or Lessor, the singular shall
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include the plural, and the use of the masculine gender shall include all
genders. The covenants and agreements herein contained shall be binding upon
and endure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns. This Lease shall constitute a
Florida contract and be construed according to the laws of that state.
36. DOING BUSINESS IN THE STATE OF FLORIDA: Lessee agrees to file the
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necessary papers, if required, with the Secretary of State authorizing Lessee
to do business in Florida and shall accept "service" legally in Florida, if
"service" is required in the future.
37. HAZARDOUS WASTE: Lessee shall comply strictly and in all respects
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with the requirements of the hazardous waste related regulations and with all
similar laws and regulations and shall notify Lessor immediately in the event
of any discharge or discovery of any hazardous substances at, upon, under or
within the leased property. Lessee shall promptly forward to Lessor copies of
all orders, permits, applications, or other communications and reports in
connection with any discharge or the presence of any hazardous substances or
any other matters relating to the hazardous waste laws or any similar laws or
regulations as they may affect the leased property.
No other agreement, written or verbal, exists unless attached and made a
part hereof.
IN WITNESS WHEREOF, the parties have executed this instruction under seal
the day, month and year hereinafter shown.
WITNESS: Lessor: XXXXXXX X. XXXXX
By:
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---------------------------------- Date: March , 1996
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Lessee: TELCO COMMUNICATIONS
GROUP, INC.
By: /s/ Xxxxx Xxxxxxx
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Title: General Counsel
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Date: March 18, 1996
