Exhibit 10.5 Lease for property at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
REAL ESTATE LEASE
This Lease Agreement (this "Lease") is made effective as of August 15, 1997,
by and between The Century Group, Inc. ("Landlord"), and Travel Maxx
International ("Tenant"). The parties agree as follows:
PREMISES. Landlord, in consideration of the lease payments provided in this
Lease, leases to Tenant
Suite #103, consisting of 1,383 square feet of office space (the "Premises")
located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
TERM. The lease term will begin on August 15, 1997 and will terminate on
August 14, 1998.
RENEWAL TERMS. This Lease shall automatically renew for an additional period
of 1 year per renewal term on the same terms as this Lease, unless either
party gives written notice of the termination no later than 60 days prior to
the end of the term or renewal term.
HOLDOVER. If Tenant maintains possession of the Premises for any period
after the termination of this Lease ("Holdover Period"), Tenant shall pay to
Landlord a lease payment for the Holdover Period based on the terms of the
following Lease Payments paragraph. Such holdover shall constitute a month
to month extension of this Lease.
LEASE PAYMENTS. Tenant shall pay to Landlord a total annual lease payment of
$20,738.52, payable in advance, in installments of $1,728.21 per month on the
first day of each month. Lease payments shall be made to the Landlord at
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, as may be changed
from time to time by Landlord.
LATE PAYMENTS. Tenant shall pay a late charge equal to 10.00% of the
required installment payment for each payment that is not paid within 5
business day(s) after the due date for such late payment.
NON-SUFFICIENT FUNDS. Tenant shall be charged $30.00 for each check that is
returned to Landlord for lack of sufficient funds.
SECURITY DEPOSIT. At the time of the signing of this Lease, Tenant shall pay
to Landlord, in trust, a security deposit of $1,728.21 to be held and
disbursed for Tenant damages to the Premises (if any) as provided by law.
POSSESSION. Tenant shall be entitled to possession on the first day of the
term of this Lease, and shall yield possession to Landlord on the last day of
the term of this Lease, unless otherwise agreed by both parties in writing.
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REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to
conduct any construction or remodeling (at Tenant's expense) that may be
required to use the Premises as specified above. Tenant may also construct
such fixtures on the Premises (at Tenant's expense) that appropriately
facilitate its use for such purposes. Such construction shall be undertaken
and such fixtures may be erected only with the prior written consent of the
Landlord which shall not be unreasonably withheld. At the end of the lease
term, Tenant shall be entitled to remove (or at the request of Landlord shall
remove) such fixtures, and shall restore the Premise to substantially the
same condition of the Premises at the commencement of this Lease.
ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent (which shall not
be unreasonably withheld), Landlord shall have the right to enter the
Premises to make inspections, provide necessary services, or show the unit to
prospective buyers, mortgagees, tenants or workers. AS provided by law, in
the case of an emergency, Landlord may enter the Premises without Tenant's
consent.
UTILITIES AND SERVICES. Tenant shall be responsible for the following
utilities and services in connection with the Premises:
- electricity
- telephone service
Tenant acknowledges that Landlord has fully explained to Tenant the utility
rates, charges and services for which Tenant will be required to pay (if an),
other than those to be paid directly to the utility company furnishing the
service.
PROPERTY INSURANCE. Landlord and Tenant shall each be responsible to
maintain appropriate insurance for their respective interests in the Premises
and property located on the Premises.
LIABILITY INSURANCE. Tenant shall maintain liability insurance in total
aggregate sum of at least $1,000,000.00. Tenant shall deliver appropriate
evidence to Landlord as proof that adequate insurance is in force. Landlord
shall have the right to require that the Landlord receive notice of any
termination of such insurance policies.
INDEMNITY REGARDING USE OF PREMISES. Tenant agrees to indemnify, hold
harmless, and defend Landlord from and against any and all losses, claims,
liabilities, and expenses, including reasonable attorney fees, if any, which
Landlord may suffer or incur in connection with Tenant's use of the Premises.
DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any
article or thing of a dangerous, inflammable, or explosive character that
might substantially increase the danger of fire on the Premises, or that
might be considered hazardous by a responsible insurance company, unless the
prior written consent of Landlord is obtained and proof of adequate insurance
protection is provided by Tenant to Landlord.
TAXES. Taxes attributable to the Premises or the use of the Premises shall
be allocated as follows:
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Real Estate Taxes - Landlord shall pay all real estate taxes and
assessments for the Premises..
Personal Taxes - Tenant shall pay all personal taxes and any other charges
which may be levied against the Premises and which arc attributable to
Tenant's use of the Premises.
DESTRUCTION OR CONDEMNATION OF PREMISES. If the Premises are partially
destroyed in a manner that prevents the conducting of Tenant's use of the
Premises in a normal manner, and if the damage is reasonable repairable
within sixty days after the occurrence of the destruction, and if the cost of
repair is less than $1,000.00, the Landlord shall repair the Premises and
lease payments shall ▇▇▇▇▇ during the period of the repair. However, if the
damage is not repairable within sixty days, or if the cost of repair is
$1,000.00 or more, or if Landlord is prevented from repairing the damage by
forces beyond Landlord's control, or if the property, is condemned, this
Lease shall terminate upon twenty days written notice of such event or
condition by either party.
MECHANICS LIENS. Neither the Tenant or anyone claiming through the Tenant
shall have the right to file mechanics lien or any other kind of lien on the
Premises and the filing of this Lease constitutes notice that such liens are
invalid. Further, Tenant agrees to give actual advance notice to any
contractors, subcontractors or suppliers of goods, labor, or services that
such liens will not be valid.
DEFAULTS. Tenant shall be in default of this Lease, if Tenant fails to
fulfill any lease obligation or term by which Tenant is bound. Subject to
any governing provisions of law to the contrary, if Tenant fails to cure any
financial obligations within 5 day(s) (or any other obligations within 10
day(s) after written notice of such default is provided by Landlord to
Tenant, Landlord may take possession of the Premises without further notice,
and without prejudicing Landlord's rights to damages. In the alternative,
Landlord may elect to cure any default and the cost of such action shall be
added to Tenant's financial obligations under this Lease. Tenant shall pay
all costs, damages, and expenses suffered by Landlord by reason of Tenant's
defaults.
ARBITRATION. Any controversy or claim relating to this contract, including
the construction or application of this contract, will be settled by binding
arbitration under the rules of the American Arbitration Association, and any
judgment granted by the arbitrator(s) may be enforced in any court of proper
jurisdiction.
ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in
the Premises without the prior written consent of Landlord, which shall not
be unreasonably withheld.
TERMINATION UPON SALE OF PREMISES. Notwithstanding any other provision of
this Lease, Landlord may terminate this lease upon 30 day(s) written notice
to Tenant that the Premises have been sold.
NOTICE. Notices under this Lease shall not be deemed valid unless given or
served in writing and forwarded by mail, postage prepaid, addressed as
follows:
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LANDLORD:
The Century Group, Inc.
Attn: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
TENANT:
Travel Maxx International
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Such addresses may be changed from time to time by either party by providing
notice as set forth above.
ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire
agreement of the parties and there are no other promises or conditions in any
other agreement whether oral or written. This Lease may be modified or
amended in writing, if the writing is signed by the party obligated under the
amendment.
SEVERABILITY. If any portion of this Lease shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Lease is
invalid or unenforceable, but that by limiting such provision, it would
become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
WAIVER. The failure of either party to enforce any provisions of this Lease
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of
this Lease.
CUMULATIVE RIGHTS. The rights of the parties under this Lease are
cumulative, and shall not be construed as exclusive unless otherwise required
by law.
GOVERNING LAW. This Lease shall be construed in accordance with the laws of
the state of Florida.
ADDITIONAL PROVISIONS: As of the signing of this lease, the following
monetary sums are due; 1. first month's rent of $1,728.21, the last month's
rent of $1,728.21, and 3. security deposit of $1,728.21. The total amount due
is $5,184.63.
LANDLORD:
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The Century Group, Inc.
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ - Controller
TENANT:
Travel Maxx International
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, C.F.O.
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