Exhibit 10.27
SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") is made and entered into, on the 5
day of October, 2000, between ROEPNACK CORPORATION, a Florida corporation, whose
address is 400 E. Atlantic Boulevard, Pompano Beach, FL 33060, hereinafter
referred to as "Sublessor", and GROUP LONG DISTANCE, INC., whose address is 400
E. Atlantic Boulevard, Pompano Beach, FL 33060, hereinafter referred to as
"Sublessee."
W I T N E S S E T H:
WHEREAS, ROPE LAND COMPANY, as landlord, and ROEPNACK CORPORATION, as
tenant, executed that certain Lease Agreement dated December 2, 1989 and amended
by First Amendment to Lease dated June 3, 2000 (collectively the "Lease")
covering a portion of the first floor of the building located at 400 E. Atlantic
Boulevard, Pompano Beach, FL, comprising 5,100 square feet of unfurnished office
space (the "Premises"), which includes the following described office space
consisting of 1,280 square feet, more particularly described in the sketch
attached hereto as Exhibit "A" (the "Subleased Premises");
WHEREAS, J & B REAL ESTATE GROUP CO. is the owner of the building and
is the "Landlord" under the Lease; and
WHEREAS, a copy of the Lease and Amendment thereto are attached hereto
as Exhibit "B"; and
WHEREAS, the parties hereto have agreed that Sublessor shall sublet the
Subleased Premises to Sublessee on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
undertakings of the parties hereto, the receipt and sufficiency of which
consideration is hereby acknowledged and confessed by each of the parties
hereto, Sublessor and Sublessee hereby agree as set forth below. All capitalized
terms used herein which are not separately defined herein and which are defined
in the Lease, when used herein as defined terms shall have the defined meanings
ascribed to them in the Lease.
1. SUBLEASE. Sublessor hereby subleases to Sublessee the Subleased
Premises for a term beginning on October 25, 2000 (the "Commencement Date"), and
ending on October 24, 2001, unless sooner terminated in accordance herewith. As
long as Sublessee is not in default under the terms of the Sublease, Sublessee
may extend the term of this Lease until December 31, 2002 ("option period").
Written notice to exercise its option may be given by Sublessee to Sublessor any
time on or before September 1, 2001. During the option period only,
notwithstanding anything contained herein to the contrary, this Sublease may be
terminated by Sublessee at any time upon ninety (90) days prior written notice
to Sublessor.
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2. RENTAL. Sublessee agree to pay rent, inclusive of sales and use tax,
to Sublessor as follows:
TERM Monthly Rent
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10/25/00 - 10/31/00 $330.60 (prorated for partial month)
11/01/00 - 09/30/01 $1,653.00
10/01/01 - 10/24/01 $1,322.40 (prorated for partial month)
Option Period, if applicable:
10/25/01 - 10/31/01 $330.60 (prorated for partial month)
11/01/01 - 12/31/02 $1,653.00
Monthly Rent shall be due in advance on the first day of each and every
calendar month during the term hereof. Rent for any partial calendar month
falling within the term shall be prorated based on the number of days within
such calendar month and the portion of such calendar month falling within the
Term.
Upon execution of this Sublease, Sublessee shall pay to Sublessor the
sum of $5,289.60, inclusive of sales and use tax, representing the rent for
November, 2000 in the amount of $1,653.00, the partial month's rent of $330.60
for October, 2000, the last month's rent of $1,653.00 and a security deposit of
$1,653.00.
All payments of Monthly Rent and Additional Rent shall be remitted to
Sublessor at 400 E. Atlantic Boulevard, Pompano Beach, FL 33060 or such other
place as Sublessor may designate in writing from time to time.
3. ADDITIONAL RENT. In addition to the Monthly Rent hereinabove
provided, Sublessee shall pay as Additional Rent to Sublessor the electric
charges it is required to pay under the Lease prorated based upon the square
footage of the Subleased Premises which is estimated to be approximately $200.00
per month, and shall be payable in the same manner as Monthly Rent hereinabove
provided.
4. MAINTENANCE BY SUBLESSEE. During the term of this Lease, Sublessee
shall provide its own cleaning services to the Subleased Premises, but shall not
otherwise be obligated to make repairs to the Subleased Premises, except for
such repairs that result from the negligence or intentional acts of Sublessee.
Repairs shall continue to be the obligation of Sublessor.
5. IMPROVEMENTS BY SUBLESSOR. Prior to commencement of this Sublease,
Sublessor shall erect a wall where an existing door is currently located in
order that the space shall be separate from the remainder of the first floor
space not included as part of this Sublease. Sublessor shall be responsible for
all costs involved with the construction of the wall and any permits required
except that Sublessee shall pay to Sublessor the sum of $300.00 toward costs of
construction of the wall.
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6. ASSIGNMENT AND SUBLEASING. Sublessee shall not assign this Sublease
nor sublet the Subleased Premises in whole or in part, and shall not permit
Sublessee's interest in this Sublease to be vested in any third party by
operation of law or otherwise, without prior written consent of Sublessor and
landlord. If consent is once given by Sublessor to the assignment, pledge or
encumbrance of this Sublease or the sub-sublease of the Premises, Sublessor
shall not be barred from subsequently refusing to consent to any further
assignment, pledge, encumbrance or sub-sublease. The consent by Sublessor to any
sub-sublease or assignment by Sublessee shall not relieve or release Sublessee
from any of its duties or liabilities under this Sublease whether past, present
or future.
7. COMPLIANCE WITH LEASE. This Sublease is subject and subordinate to
the Lease, which is attached hereto as Exhibit "B." Sublessee represents that it
has read and is familiar with the terms of the Lease. Except as may be
inconsistent with the terms hereof, all the terms, covenants and conditions of
the Lease shall be applicable to this Sublease with the same force and effect as
if Sublessor were the landlord under the Lease and Sublessee were the tenant
thereunder. In case of any breach hereof by Sublessee, Sublessor shall have all
of the rights and remedies against Sublessee as would be available to the
landlord against the tenant under the Lease if such breach were by tenant
thereunder.
Sublessee shall neither do nor permit anything to be done which would
cause the Lease to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in the landlord under the Lease,
and Sublessee shall indemnify and hold Sublessor harmless from and against all
claims of any kind whatsoever by reason of any breach or default on the part of
Sublessee by reason of which the Lease may be terminated or forfeited. Sublessor
covenants and agrees with Sublessee that, upon Sublessee paying the Monthly Rent
and Additional Rent reserved in this Sublease and observing and performing all
of the obligations, terms and conditions of this Sublease and, as applicable,
the Lease, Sublessee may peacefully and quietly enjoy the Subleased Premises
during the term of the Sublease.
8. INSURANCE. At Sublessee's sole cost and expense, Sublessee shall
maintain at all times during the Term insurance with the limits and otherwise
satisfying the requirements expected of Sublessor under the Lease for the
Subleased Premises. Such insurance shall name Sublessee, Sublessor and landlord
as additional insureds thereunder. Sublessee shall deliver to Sublessor
certificates of insurance evidencing all policies and renewals thereof to be
maintained by Sublessee pursuant to this Paragraph 8 not later than the
Commencement Date of the Lease Term and not later than ten (10) days prior to
the stated expiration date of each policy.
9. ACCEPTANCE OF SUBLEASED PREMISES. Except as otherwise provided
herein, Sublessee has accepted the Subleased Premises in their present
condition, on an "as is" basis, having inspected the same and determined them to
be habitable and suitable for Sublessee's intended use thereof.
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10. SURRENDER OF SUBLEASED PREMISES. Unless Sublessee shall have
entered into a lease contract for the Subleased Premises directly with landlord
then, on the date of expiration or sooner termination of this Sublease,
Sublessee shall, at Sublessee's sole cost and expense, peacefully vacate and
surrender the Subleased Premises to Sublessor in good order, broom clean and in
the same condition as at the beginning of the term of this Sublease, reasonable
use and wear thereof only excepted. Notwithstanding anything contained herein to
the contrary, Sublessor agrees that Sublessee is under no obligation to remove
any alterations or improvements made to the Subleased Premises by Sublessee
during the term hereof provided, however, Sublessor approves such alterations or
improvements, in writing, prior to construction thereof.
11. ENTIRE AGREEMENT. All prior understandings and agreements between
the parties are merged within this Sublease, which alone fully and completely
sets forth the understandings of the parties, and this Sublease may not be
changed or terminated orally or in any manner other than by an agreement in
writing and signed by the party against whom enforcement of the change or
termination is sought.
12. NOTICES. Any notice or demand which either party may or must give
to the other hereunder shall be in writing and delivered personally, or sent by
registered or certified mail, or sent via overnight delivery by way of national
commercial delivery service, to the other party at their address as shown above.
Any notice given in accordance with this paragraph shall be effective when
actually delivered or, if mailed, on the third business day after the date of
such mailing, regardless of when such notice may actually be received. Either
party may, by notice in writing, direct that future notices or demands be sent
to a different address.
13. BROKERAGE FEES. Sublessee hereby covenants and agrees to indemnify
and hold Sublessor harmless from and against any and all loss, liability,
damage, claim, judgment, cost or expense (including reasonable attorney's fees
and expenses and court costs) that may be incurred or suffered by Sublessor
because of any claim for any fee, commission or similar compensation with
respect to this Sublease made by any broker, agent or finder claiming to have
dealt with Sublessee. Sublessor hereby covenants and agrees to indemnify and
hold Sublessee harmless from and against any and all loss, liability, damage,
claim, judgment, cost or expense (including reasonable attorney's fees and
expenses and court costs) that may be incurred or suffered by Sublessee because
of any claim for any fee, commission or similar compensation with respect to
this Sublease made by any broker, agent or finder claiming to have dealt with
Sublessor.
14. ENFORCEABILITY. If any provision of this Sublease shall be invalid
or unenforceable, such provision shall be severable and such invalidity or
unenforceability shall not impair the validity or any other provision of this
Sublease.
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15. ATTORNEYS FEES. The non-prevailing party shall pay to the
prevailing party all costs and expenses including, without limitation, court
costs and reasonable attorneys' fees, incurred by the prevailing party (a) in
enforcing any of the covenants and provisions of this Sublease, or (b) in any
action brought by the non-prevailing party against the prevailing party, if the
non-prevailing party fails to obtain a final unappealable judgment against the
prevailing party.
16. BINDING EFFECT. The covenants and agreements herein contained shall
bind and inure to the benefit of Sublessor, Sublessee, and their respective
successors and assigns.
17. NO WAIVER. The receipt by Sublessor of any Rent with knowledge of
the breach of any covenant of this Sublease by Sublessee shall not be deemed a
waiver of such breach or any subsequent breach of this Sublease by Sublessee and
no provision of this Sublease shall be deemed to have been waived by Sublessor
unless such waiver be in writing signed by Sublessor.
18. CONSENT OF LANDLORD. This Sublease is expressly subject to and
conditioned upon the consent of landlord hereto.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease
to be duly executed as of the day and year first above written.
SUBLESSOR: SUBLESSEE:
ROEPNACK CORPORATION, GROUP LONG DISTANCE, a
Florida corporation Florida corporation
By: /s/ David W. Roepnack By: /s/ Glenn Koach
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Printed Name: David W. Roepnack Printed Name: Glenn Koach
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Title: President Title: President
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Date: October 5, 2000 Date: October 5, 2000
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LANDLORD'S CONSENT
The undersigned as Landlord approves the foregoing Sublease Agreement.
Dated: October 16, 2000
J & B REAL ESTATE GROUP CO.
By: /s/ Jan Kuchnick
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Jan Kuchnick, President
