Exhibit 10.59
OFFICER'S CERTIFICATE
November 9, 1999
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The undersigned, Xxxxxxx X. Xxxxx, hereby certifies as follows:
(a) I am the duly elected and qualified, Chairman, Chief Executive Officer and
President of National Manufacturing Technologies, Inc (the "Company").
(b) Attached hereto is an English translation of a Lease Agreement, dated as of
August 25, 1999, by and between Inmobiliaria Y Fraccionadora Lomas and
Tecnologias Nacionales Manufactureras de Mexico.
(c) To my knowledge, such translation is a fair and accurate translation as
required under Rule 306 of Regulation S-T promulgated by the Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on behalf
of the Company as of the date first written above.
NATIONAL MANUFACTURING TECHNOLOGIES, INC
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman, Chief Executive Officer and President.
LEASE AGREEMENT ENTERED INTO BY AND BETWEEN INMOBILIARIA Y FRACCIONADORA
LOMAS REPRESENTED BY XX. XXXXXXXX XXXXXXX XXXXX (HEREINAFTER REFERRED TO AS
"LESSOR") AND TECNOLOGIAS NACIONALES MANUFACTURERAS DE MEXICOS S. DE X.X. DE
C.V. THROUGH ITS LEGAL REPRESENTATIVE XX. XXXXXX X. XXXXX (HEREINAFTER
REFERRED TO AS "LESSEE"), PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:
R E C I T A L S
I. LESSOR hereby states:
a) That it is authorized to execute this agreement by INMOBILIARIA Y
FRACCIONADORA LOMAS owner of a tract of land located at Av. Blvd. Insurgentes
4402-A, Delegacion La Presa in the city of Tijuana, Baja California, Mexcio.
b) That LESSEE has requested the lease of a commercial space, with a total
SURFACE AREA OF 17,289.30 SQUARE FEET. The commercial space for industrial
use requested in lease, has the availability of water and sewage services,
electricity lines, found in it's boundaries. Exhibit 1.
c) That the property subject to this lease, is suitable for LESSEE's uses and
purposes (INDUSTRIAL USE) due to its location.
II. LESSEE hereby states:
a) It is a corporation duly incorporated under the laws of Mexico, formed and
organized under the name of TECNOLOGIAS NACIONALES MANUFACTURERAS de Mexico
S. De X.X. de C.V. operating as a manufacturing and assembly plant in the
city of Tijuana, B.C., Mexico.
b) It is duly represented by Xx. Xxxxxxx X. Xxxxx, who has full power and
authority to execute this agreement.
c) It is willing to lease the Leased Premises from LESSOR.
IN AGREEMENT WITH THE ABOVE RECITALS, BOTH PARTIES UNDERTAKE THE FOLLOWING:
C L A U S E S
FIRST - The LESSOR hereby leases to the LESSEE, THE PROPERTY
DESCRIBED AS DEVELOPED PLOT (LOT OF LAND AND BUILDING) FOR INDUSTRIAL
PURPOSES KNOWN AS "XXXX XXXXXX" "A", which contains the description, surface,
measurements and limits referred to in Recital I paragraph (a), as well as
Exhibit 1 of this contract, so the LESSEE may occupy the same on the date is
finished and available for it's use and may begin the necessary works to
install its equipment and carry out all the improvements (hereinafter
referred to as the LESSEE'S IMPROVEMENTS) necessary for the best performance
of its activities, making note of the fact that such building will be
delivered by the LESSOR in good condition and in accordance with the work
specifications that both parties have analyzed and agreed upon; the building
shall be returned in the same conditions, except for normal tear and wear
caused by the natural use made out of it, and with exception to the LESSEE'S
IMPROVEMENTS, which will be regulated in the terms of this contract.
LESSOR shall provide all necessary preconnection conditions for
installation of water, sewer and electrical and telephone lines for the
general supply of water, sewer, electrical and telephone service to the
Leased Premises, in accordance with all federal, state and local regulations,
and shall cause to be accepted and approved by the federal, state or local
authorities having jurisdiction over all streets abutting the leased
premises. LESSEE shall contract and pay for all utilities it shall use.
SECOND - LESSOR authorizes XXXXXX, once the building is delivered,
to begin and carry out all the IMPROVEMENTS inside the leased property for
the uses and purposes specified by the LESSEE. All improvements to be carried
out by the LESSEE will require a previous written authorization given by the
LESSOR and for this case, the LESSEE or its representative.
Likewise, both parties agree that LESSEE shall perform the
IMPROVEMENTS to the leased property in compliance with the previous
paragraph, at its sole cost and expense or at the cost and risk of whom
becomes hired by the LESSEE, without exemption of the arising liability
towards the
LESSOR. Both parties agree that under no circumstance, the LESSOR is
obligated to pay the cost of such improvements or works to LESSEE, even when
such improvements were made by XXXXXX's consent and authorization.
XXXXXX agrees that at the end of this lease agreement and at the
time LESSEE delivers the unoccupied leased property, shall remove all the
improvements made, at its sole cost and expense, considering that such
removal shall not affect the building structure, which must be delivered and
returned to the LESSOR in the same conditions as received, except for normal
tear and wear caused by the good natural use of the leased property.
THIRD - LESSEE agrees to pay to LESSOR as security deposit the
amount EQUAL TO 1 MONTH OF RENT on the date this contract is executed, amount
that in terms of this clause has been received by the LESSOR, AND SUCH
DEPOSIT MUST REMAIN IN CUSTODY OF THE LESSOR THROUGHOUT the term of this
lease and until the unoccupancy of the leased property by the end of the
lease term, as long as the LESSEE is able to verify that no damages have been
caused and NO DEBTS EXIST FOR ANY CHARGES, CONSUMPTION OR USE of public
utilities.
FOURTH - The monthly rental price shall be the amount of $4,495.22
DLLS. (FOUR THOUSAND AND NINETY FIVE DOLLARS WITH TWENTY TWO CENTS 00/100,
UNITED STATES OF AMERICA CURRENCY), the monthly rental for the building after
the fourth month will be $5,705.47 DLLS (FIVE THOUSAND SEVEN HUNDRED AND FIVE
DOLLARS WITH FORTY SEVEN CENTS) or its equivalent in Mexican currency at the
highest free exchange rate on the date the rent is due, in such way that the
LESSOR shall purchase the specified amount of dollars, plus the Value Added
Tax (I.V.A.). XXXXXX shall make the monthly rental payments in advanced on
the FIRST FIVE DAYS of each month to LESSOR or to whom he may designate or
appoint an without prior demand, at his address located at Xxxxxxxxx 0.0 xx
xx Xxxxxxxxx Xxxxx a Ensenada s/n, Fraccionamiento Panamericano in this city,
address perfectly known by the LESSEE.
XXXXXX agrees that the obligation to make the rental payment becomes
effective the 1st of October of 1999 on which the LESSOR takes physical
possession of the leased property subject to this agreement, even when such
possession may be a partial one.
In order to determine the commencing date as of which lessee shall
have the obligation to begin making rental payments, LESSOR and LESSEE hereby
agree to sign a memorandum of action by parties, in which is contained the
date of delivery of the leased premises to LESSEE and shall also contain
evidence of XXXXXX's satisfactory receipt of such building, according to the
requested specifications.
If LESSEE incurs in any delay in the lease payments according to the
terms described in the previous paragraph, shall pay the LESSOR daily and as
a contractual penalty the amount of $100.00 Dollars. (ONE HUNDRED DOLLARS
00/100) for all the time the payment is delayed.
The rent mentioned shall suffer an annual increase on the date of the
anniversary of this agreement by a 3%, without the need of a prior notice to
LESSEE.
FIFTH - LESSOR and XXXXXX agree that this lease shall be for the
compulsory term of 3 years for the LESSEE, shall commence September FIRST,
1999, term ending on the last day of August of the year of 2002. XXXXXX gives
to LESSEE the right to extend this lease exclusively for an ADDITIONAL PERIOD
of 2 years, under the same terms and conditions, exception made to it's
rental price which will be determined by the LESSOR, considering that LESSEE
has timely complied with all the obligations contained herein.
SIXTH - LESSEE shall pay at its sole cost, all the expenses arising
for the use of public utilities related to the leased premises such
electricity, tap water, phone and gas that LESSEE may contract on its
account. Therefore, LESSEE shall deal directly with the individuals or
entities (service providers) for it's installation, hook up, connection,
termination or suspension.
SEVENTH - LESSEE shall use the leased premises exclusively for
INDUSTRIAL PRODUCTION AND OFFICES. Other use given to leased premises shall
constitute a rescinding cause by XXXXXX.
EIGHTH - LOSS OR DESTRUCTION
a). - LESSEE agrees that, all damages to the leased premises caused
by its improper use or by the unauthorized use or the building, shall be
repaired at LESSEE's sole cost and is obligated to carry out such repairs to
the extent that is necessary to restore the premises equal utility and
perfect condition, without prior request or demand from LESSOR.
b). - In the event that damages caused to the leased premises prevent
the LESSEE from continuing normal business operations, and if such damages
were caused by fault or negligence or by the fault or negligence of LESSEE'S
employees, agents, assignees, representatives, etc., shall proceed to the
immediate repair of such damages until restoring the building original
condition under which was leased.
c). - LESSEE is hereby obligated to obtain and maintain throughout
the Lease Term, an insurance policy on the Leased Premises against loss or
damage by fire and all other casualties related to the leased building (not
including the equipment, furniture and LESSEE's proper installations) and for
the reposition value of the same, by insurance policy issued by insurance
company duly established in the country, policy that must designate the
LESSOR as the beneficiary of such insurance. XXXXXX must deliver a duplicated
copy of the policy to LESSOR on the date XXXXXX takes possession of the
leased premises.
d. - In case of damage to or destruction of any building that is
responsibility of the Lessee or improvements on the leased premises. LESSOR
will promptly, and at its sole cost, make such repairs, within a period of
no more that 10 days subject to the reasonable time frame of the repairs,
restoration or rebuilding to the extent that is necessary to provide the
LESSEE with premises processing equal utility, design and construction to
that which existed prior to
such damage or destruction; and this Lease shall remain in full force and
effect during the time such repairs, restoration or rebuilding are/is being
effected, except that LESSEE shall be entitled to a reduction in the rental
payable hereunder while such repairs restorations or rebuilding are/is being
made, such monthly reductions to be in the same proportion by which the
business operations carried on by the LESSEE in the premises have been
reduced because of such damage. The amount of reductions shall be
proportional to the usable square footage remaining.
NINTH. -
MAINTENANCE AND REPAIRS BY THE LESSEE:
LESSEE, it its sole cost and expense, shall preserve and maintain in
good condition and repair the leased premises, except to deterioration caused
by normal tear and wear. The cost of any failure or breakdown, interruption
or damage arising from the violation of this clause, shall be at LESSEE's
cost and expense.
MAINTENANCE AND REPAIRS BY THE LESSOR:
LESSOR warrants the leased premises against any and all defects in
workmanship and/or materials, for a period of one year from the lease
commencement date and three years for roof leakage or roof integrity
problems. Thereafter, LESSOR shall be solely responsible for the maintenance
of the roof, of the structural foundations.
TENTH. - Throughout the lease term or any extension of it, LESSEE
shall keep in force the established security deposit consisting of 1 MONTH OF
RENT including its increases, as well as the insurance policy referred to in
CLAUSE EIGHTH. At the end of the lease term, the LESSOR shall return the
deposit to which this clause refers, after previous verification from LESSEE
to LESSOR, that the leased premises show no damages and is free of any
charges due public utilities or any other encumbrance. In this last case
LESSOR may dispose of such deposit to pay any amount due to by the LESSEE and
in the event that a difference still remains due and payable by the LESSEE,
the LESSOR is empowered to file before judicial authorities, the
order of execution against LESSEE up to amount owed.
ELEVENTH.-LESSEE shall not transfer or sublet this Lease of any
interest herein, without the prior written consent of the Lessor. In its case,
such sublease or transfer of lease rights shall be authorized under the same
terms and conditions as those contained in this instrument, in the full
understanding that no sublease or transfer of lease rights may occur over a
partial area or surface of the leased premises. On its behalf, LESSEE is
hereby obligated to give notice to the LESSOR, only and when authorized by
it, and before the signature of the sublease or transfer of lease rights, a
written notice signed by the sublessee or transfer of lease rights, a written
notice signed by the sublessee or assignee, acknowledging and
understanding the contents of this lease contents and shall also obtain
satisfactory evidence that is obligated to the LESSOR under the same terms of
this instrument.
TWELFTH.-At the end of this lease term, XXXXXX is obligated to
surrender and deliver the leased premises free of any obligations and
liabilities before the Instituto Mexicano del Seguro Social (Social Security
Mexican Institute), labor authorities, as well as any tax authority enter
Federal, State or Municipal, by showing evidence of it to the LESSOR'S
satisfaction. LESSEE shall assume any obligation and future liability derived
from its business operation related to the leased premises.
THIRTEENTH.-LESSOR and its authorized agents or representatives, may
enter the leased premises during regular business hours, for purposes of
visiting or to perform any improvements or changes to such premises, as long
as such activities do not interfere with lessee's normal busines operations.
LESSOR shall have the right to place rent or sale ads outside the
leased premises and to show the building to any potential lessee or buyer, as
long as lessee has waived his right to or has not excercised his right for a
lease extension or has not excercised his preferential right to purchase the
property within the term agreed on.
FOURTEENTH.-Any notice, request, demand, consent, certificate or any
other means of communicaton which becomes required or desirable between the
parties or should become authorized in agreement with this lease, must be
made in writing and sent along with return receipt to the addresses set forth
hereunder.
a).-TO THE LESSOR:
MR._XXXXXXXX XXXXXXX XXXXX
KILOMETRO 9.5 CARRETERA LIBRE A ENSENADA
TIJUANA, B.C.
b).-TO THE LESSEE:
THE SAME ADDRESS OF THE LEASED PREMISES.
FIFTEENTH.-In the event of default or failure by XXXXXX to fulfill
any of the clauses contained in this lease, hereby designate and becomes
obligated as JOINT AND SEVERAL SURETY of the LESSEE,________________________
_______________S.A. DE C.V., whom from this moment resigns, waives and
disclaims the benefits of order and excussion which may be granted by the
Civil Code and further agrees that XXXXXX is authorized and empowered to
demand the fulfillment without prior request or demand and appoints as his
address the one located at 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx Xxxxx, XX.
SIXTEENTH.-All aspects related to the interpretation and fulfillment
of the clauses contained in this lease agreement, are mutually subjected by
the parties to the jurisdiction of the judicial authorities in the city of
Tijuana, Baja California and to the governing laws in form in such
State, waiving any other jurisdiction or competence each of the parties may
have due to their present or future domicile or by any other reason.
ONCE this lease agreement was read by the parties involved and acknowledging
its contents and legal force, it was signed by them in duplicate copies in
the city of Tijuana, Baja California, Mexico on the 25 of August of
1999.
THE LESSOR THE LESSEE
INMOBILIARIA Y FRACCIONADORA TECNOLOGIAS NACIONALES
LOMA S.A. MANUFACTURERAS DE MEXICO
SR. XXXXXXXX XXXXXXX XXXXX. S. DE X.X. DE C.V.
REPRESENTED BY:
XX. XXXXXXX X. XXXXX
JOINT AND SEVERAL SURETY
___________________________
FAR EAST INTERNATIONAL, CO.
WITNESS WITNESS
___________________________ ___________________________
LIC. XXXXXX XXXXX XXXXXX
EXHIBIT:
1.-DESCRIPTION DRAWING OF THE BUILDING
