Exhibit 10.4
BUSINESS LEASE
THIS AGREEMENT, entered into this 1st day of January, 1997 between West
Tropical Investment Corp. hereinafter called the lessor or landlord, party of
the first part, and Jet Aviation Trading Inc. of the County of Dade and State of
Florida hereinafter called the lessee or tenant, party of the second part:
WITNESSETH, that the said lessor or landlord does this day lease unto
said lessee, and said lessee does hereby hire and take as tenant ____ under said
lessor the following described premises: (Describe type of property, address,
etc.)
WAREHOUSE and offices consisting of Approximately 13560 Sq.
Feet. 00000 XX 00 Xxx., Xxxxx Xx. 00000 situate in Dade county
State of Florida, to be used and occupied by the lessee as
Warehouse and offices, and for no other purposes or uses
whatsoever, for the term of four years, subject and
conditioned on the provisions of clause ten of this lease
beginning the 1st day of January 1997, and ending the 31st day
of December 2000, at and for the agreed total rental of Fifty
Eight Thousand Nine Hundred Seven and 88/100 Dollars.
Payable annually as follows:
Office: 2550 Square Feet at $5.50/sq.ft. -- $168.75 Per month
plus applicable sales tax. Warehouse: 11010 Square Feet at
$3.75/sq.ft. -- $3,440.63 Per month plus applicable sales tax.
Total monthly payment is $4,908.99 (Including sales tax of
6.5%) all payments to be made to the lessor on the first day
of each and every month in advance without demand at the
office of West Tropical Investments Corp. in the City of
Hollywood, Florida or at such other place and to such other
person, as the lessor may from time to time designate in
writing.
The following express stipulations and conditions are made a part of
this lease and are hereby assented to by the lessee:
FIRST: The lessee shall not assign this lease, nor sub-let the
premises, or any part thereof nor use the same, or any part thereof, not permit
he same, or any part thereof, to be used for any other purpose than as above
stipulated, nor make any alterations therein, and all additions thereto, without
the written consent of the lessor, and all additions, fixtures or improvements
which may be made by lessee, except movable office furniture, shall become the
property of the lessor and remain upon the premises as a part thereof, and be
surrendered with the premises at the termination of this lease.
SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the lessee or owner thereof, and lessor shall
not be liable for any damage to said personal property, or to the lessee arising
from the bursting or leaking of water pipes, or from any net of negligence of
any co-tenant or occupants of the building or of any other person whensoever.
THIRD: That the tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and City Government and of any and all their Departments and
Bureaus applicable to said premises, for the correction, prevention, and
abatement of nuisances or other grievances, in, upon, or connected with said
premises during said term; and shall also promptly comply with and execute all
rules, orders and regulations of the applicable fire prevention codes for the
prevention of fires, at Tenant's own cost and expense. Tenant's liability shall
be limited from the commencement of this lease.
FOURTH: In the event the premises shall be destroyed or so damaged or
injured by fire or other casualty during the Life of this agreement, whereby the
same shall be rendered untenantable, then the lessor shall have the right to
render said premises tenantable by repairs within ninety days therefrom. If said
premises are not rendered tenantable within said time, it shall be optional with
either party hereto to cancel this lease, and in the event of such cancellation
the rent shall be paid only to the date of such fire or casualty. The
cancellation herein mentioned shall be evidenced in writing.
FIFTH: The prompt payment of the rent for said premises upon the dates
named, and the faithful observance of the rules and regulations printed upon
this lease, and which are hereby made a part of this covenant, and of such other
and further rules or regulations as may be hereafter made by the lessor, are the
conditions upon which the lease is made and accepted and any failure on the part
of the leasee to comply with the terms of said lease, or any of said rules and
regulations now in existence, or which may be hereafter prescribed by the
lessor, shall at the option of the lessor, work a forfeiture of this contract,
and all of the rights of the lessee hereunder.
SIXTH: If the lessee shall abandon or vacate said premises before the
end of the term of this lease, or shall suffer the rent to be in arrears, the
lessor may, at his option, forthwith cancel this lease or he may enter said
premises as the agent of the lessee, without being liable in any way therefor,
and relet the premises with or without any furniture that may be, therein, as
the agent of the lessor, at such price and upon such terms and for such duration
of time as the lessor may determine, and receive the rent therefor, applying the
same to the payment of the rent due by these presents, and if the full rental
herein provided shall not be realized by lessor over and above the expenses to
lessor in such re-letting, the said lessee shall pay any deficiency, and if more
than the full rental is realized lessor will pay over to said lessee the excess
of demand.
SEVENTH: Lessee agrees to pay the cost of collection and ten per cent
attorney's fees on any part of said rental that may be collected by suit or by
attorney, after the same is past due.
EIGHTH: The lessee agrees that he will pay all charges for rent, gas,
electricity or other
illumination, and for all water used on said premises, and should said charges
for rent, light or water herein provided for at any time remain due and unpaid
for the space of five days after the same shall have become due, the lessor may
at his option consider the said lessee tenant at sufferance and the entire rent
for the rental period then next ensuing shall at once be due and payable and may
forthwith be collected by distress or otherwise.
NINTH: The said lessee hereby pledges and assigns to the lessor all the
furniture, fixtures, goods and chattels of said lessee, which shall or may be
brought or put on said premises as security for the payment of the rent herein
reserved, and the lessee agrees that the said lien may be enforced by distress
foreclosure or otherwise at the election of the said lessor, and does hereby
agree to pay attorney's fees of ten percent of the amount so collected or found
to be due, together with all costs and charges therefore incurred or paid by the
lessor.
ELEVENTH: The lessor, or any of his agents, shall have the right to
enter said premises during all reasonable hours, to examine the same to make
such repairs, additions or alterations as may be deemed necessary for the
safety, comfort, or preservation thereof, or of said building, or to exhibit
said premises, and to put or keep upon the doors or windows thereof a notice
"FOR RENT" at any time within thirty (30) days before the expiration of this
lease. The right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations, or additions, which do not conform to
this agreement, or to the rules and regulations of the building.
TWELFTH: Lessee hereby accepts the premises in the condition they are
in at the beginning of this lease and agrees to maintain said premises in the
same condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under this
agreement, and to make good to said lessor immediately upon demand, any damage
to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the building, caused by any act or neglect
of lessee, or of any person or persons in the employ or under the control of the
lessee.
THIRTEENTH: It is expressly agreed and understood by and between the
parties to this agreement, that the landlord shall not be liable for any damage
or injury by water, which may be sustained by the said tenant or other person or
for any other damage or injury resulting from the carelessness, negligence, or
improper conduct on the part of any other tenant or agents, or employees, or by
reason of the breakage, leakage, or obstruction of the water, sewer or soil
pipes, or other leakage in or about the said building.
FOURTEENTH: If the lessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the lessee, before the end of said term
the lessor is hereby irrevocably authorized at its option, to forthwith cancel
this lease, as for a default. Lessor may elect to accept rent from such receive,
trustee, or other judicial officer during the term of their occupancy in their
fiduciary capacity without affecting lessor's rights as contained in this
contract, but no receiver, trustee, or other judicial officer shall ever have
any right, title or interest in or to the above described property by virtue of
this contract.
FIFTEENTH; Lessee hereby waives and renounces for himself and family
any and all
homestead and exemption rights he may have now, or hereafter, under or by virtue
of the constitution and laws of this State, or of any other State, or of the
United States, as against the payment of said rental or any portion hereof, or
any other
SIXTEENTH: This contract shall bind the lessor and its assigns or
successors, and the heirs, assigns, personal representatives, or successors as
the case may be, of the lessee.
SEVENTEENTH: It is understood and agreed between the parties hereto
that time is of the essence of this contract and this applies to all terms and
conditions contained herein.
EIGHTEENTH: It is understood and agreed between the parties hereto that
written notice mailed or delivered to the premises leased hereunder shall
constitute sufficient notice to the lessee and written notice mailed or
delivered to the offices of the lessor shall constitute sufficient notice to the
lessor, to comply with the terms of this contract.
NINETEENTH: The rights of this lessor under the foregoing shall be
cumulative, and failure on the part of the lessor to exercise promptly any
rights given hereunder shall not operate to forfeit any of the said rights.
TWENTIETH: It is further understood and agreed between the parties
hereto that any charges against the lessee by the lessor for services or for
work done on the premises by order of the lessor or otherwise .... under this
contract shall be considered as rent due and shall be included in any lien for
rent due and unpaid.
TWENTY-FIRST: It is hereby understood and agreed that any signs of
advertising to be used, including awnings, in connection with the premises
leased hereunder shall be first submitted to the lessor for approval before
installation of same.
TWENTY-SECOND: RADON GAS NOTIFICATION (the following notification may
be required in some ....: Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.
See Attached Addendum:
In Witness Whereof, the parties hereto have executed this instrument
for the purposes herein expressed, the day and year above written.
Signed, sealed and delivered in the presence of:
By: /s/
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Witness Signature (as to Lessee) Witness Signature
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Printed Name Printed Name
XXXXX By: /s/
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Witness Signature (as to Lessee) Witness Signature
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Printed Name Printed Name
By: /s/
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Witness Signature (as to Lessee) Witness Signature
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Printed Name Printed Name
By: /s/
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Witness Signature (as to Lessee) Witness Address
0000 X. 00xx Xxxxx
Xxxxxxxxx, XX 00000
By: /s/
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Printed Name Witness Signature
Jet Aviation Trading, Inc.
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Witness Signature (as to Lessee) Printed Name
By: /s/ Xxxxxx Xxxxxx
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Printed Name Witness Address
00000 XX 00 Xxx.
Xxxxx, XX 00000
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Witness Signature (as to Lessee)
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Printed Name
STATE OF FLORIDA )
COUNTY OF ) I hereby Certify that on this day
before me, an officer duly
authorized to administer oaths and take acknowledgement, personally appointed
Xxxxxx X. Xxxxxx known to me to be the person ----- described in and whos -----
the foregoing ----- who ---- before me that he .... the same and on oath was
not taken, said person(s) is/... personally known to me ... provided the
following type of identification Drivers License
Notary Public Stamp Witness my hand and official seal in
the County and State said aforesaid
this 4th day of November, 1997
/s/ Xxxxxx X. Xxxxxxxxxx
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Notary Signature
Xxxxxx X. Xxxxxxxxxx
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Printed Name
4
ADDENDUM
ARTICLE TWENTY THIRD: INSTALLATIONS
Tenant shall not make any additions, alterations or improvements in or to
the Demised Premises without Landlord's written consent. Landlord shall not
unreasonably withhold consent. For any improvement, addition or alteration made
by the Tenant the Landlord agrees not to charge Tenant for disassembly or
removal of such alteration.
ARTICLE TWENTY FOURTH: UTILITIES
Landlord shall provide necessary mains, ducts and conduit in order to bring
electric service to the demised Premises, however, Tenant shall pay for all
electric usage directly to the utility company. Landlord shall not be liable for
any failure or interruptions of such services and may interrupt same in order to
repair or alter any portion of the warehouse building. Tenant shall pay the
water usage xxxx for the entire building comprising of the Demised portion of
the building not leased by Tenant. Nothing contained herein shall be construed
as an obligation of Landlord to continue to supply water and sewer service.
ARTICLE TWENTY SIXTH: LIABILITY INSURANCE
Tenant shall, at its own expense, during the term hereof, maintain and
deliver to Landlord public liability and property damage and insurance policies
with respect to the Demised Premises, in which both Landlord and Tenant shall be
named as parties covered thereby, within the limits of $500,000.00 for injury or
death to any one person and $1,000,000.00 for any one accident and $300,000.00
with respect to damage to property. Such policy or policies shall be in such
form and with such insurance companies as shall be to Landlord of cancellation;
and, at least 15 days before the expiration of any such policy, Tenant shall
supply Landlord with a substitute therefore, with evidence of payment of the
premium thereof.
5
ARTICLE TWENTY SEVENTH: OPTION TO RENEW
Tenant shall have the option, to be exercised by written notice to Landlord
at least six months prior to the expiration of the original term of this lease,
to renew this lease for two additional one year options upon all of the terms
and conditions provided in the original lease. For the purposes of Cost of
Living Adjustment Article, there shall be three (3) "adjustment months" during
the renewal period, which shall be the month during each year of the renewal
period which corresponds with the month in which the term of this lease first
commenced, so that there shall be a cost of living adjustment as provided herein
during each option year of the renewal period, including the first year thereof.
For purposes of application of the cost of living increase during the
option period the basic monthly rental shall be the original monthly rental
under the lease and not the basic monthly rental payable during the initial
option period.
Tenant shall have the right to exercise two option periods as long as
Tenant is not in default of this agreement.
ARTICLE TWENTY EIGHTH: LANDLORD'S WORK
Landlord reserves the right from time to time to make changes, additions
and elimination in and to the buildings and common areas in and around the
warehouse building, provided same do not unreasonably interfere with Tenant's
use of the Demised Premises.
ARTICLE TWENTY NINTH: TAX INCREASE
If the real estate taxes payable on the land and building comprising the
warehouse building properly shall be increased for any tax year over the amount
of such taxes payable for the tax year immediately following the year in which
this Lease is executed (such tax year being hereinafter called "base year" and
the taxes payable in the base year being hereinafter called basic taxes"),
Tenant shall pay to Landlord as additional rent, within 10 days after Landlord
shall notify Tenant of such increase, an amount equal to Tenants' proportionate
share of the tax increase in the ratio that Tenant's floor area bears to the
floor area of all rented and rentable space in the warehouse building. Landlord
shall take the benefit of the provisions of any statute or any ordinance
permitting any such assessment to be paid over a period of time, and Tenant
shall be obligated to pay only the said portion of the installments of any such
assessments which shall become due and payable during the term of this Lease.
Base year is 1997.
6
ARTICLE THIRTY: ASSESSMENTS
Tenant shall also pay to Landlord as additional rent, within 10 days after
Landlord shall give Tenant notice of the existence thereof, Tenant's
proportionate share of any assessments of installments thereof for public
betterments or improvements which may be levied on the land or buildings
comprising the warehouse building and which are not deductible from any
condemnation award. Tenant's proportionate share shall be in the ratio that
Tenants' floor area bears to the floor area of all rented and rentable space in
the warehouse building. Landlord shall take the benefit of the provisions of any
statute or ordinance permitting any such assessment to be paid over a period of
time, and Tenant shall be obligated to pay only the said portion of the
installments of any such assessments which shall become due and payable during
the term of this lease. Base year is 1997.
ARTICLE THIRTY FIRST: INSURANCE INCREASES
If the insurance premiums payable by Landlord on the fire, windstorm and
extended coverage insurance policy carried by Landlord, covering the warehouse
building in which the Demised Premises are located, shall be increased for any
year over the amount of such insurance premiums for the year immediately
following the year in which this Lease is executed (such year being hereinafter
called "Base Year" and the insurance premium payable in the Base Year being
hereinafter called the "Basic Premium"), Tenant shall pay to Landlord as
additional rent within 10 days after Landlord shall notify Tenant of such
increase, an amount equal to the proportion of the insurance premium increase in
the ratio that Tenant's floor area bears to the floor area of all rented and
rentable space in the warehouse building. Base year in 1997.
ARTICLE THIRTY FIRST: SUNSHINE STATE INDUSTRIAL PARK
Tenant agrees that, during the term hereof, it will pay as additional rent
its proportionate share of any assessments imposed by Sunshine State Industrial
Park Association, Inc. in furtherance of its purposes as set forth in said
Declaration dated December 28, 1958. If Landlord shall so require, the Tenant
shall pay the Association directly.
ARTICLE THIRTY SECOND: COST OF LIVING ADJUSTMENT
Commencing with each of the "adjustment months" described below Tenant
shall pay as additional rent, an amount computed in accordance with the
following provisions:
7
(A) Landlord shall compute the percentage increase, if any, of the cost
of living for each year based upon the "Consumer Price Index Cities"
(1967-100)(hereinafter called the "Index"), published by the Bureau of Labor
Statistics of the United States Department of Labor. The index number indicated
in the column for U.S. city Average entitled "All Items" for said month shall be
the "current index number", and the corresponding index number for the month
immediately preceding the month in which the term of this Lease commences shall
be the "base index number". The excess of the current index number over the base
index number, expressed in a percentage, shall be multiplied by the minimum rent
payable hereunder, and the resulting amount shall be the increase required to be
determined hereunder. The minimum rent as so adjusted shall be due and payable
to Landlord in equal monthly installments commencing with the month after the
month with respect to which such computation shall have been made.
(B) If publication of the Index shall be discontinued, the parties shall
accept comparable statistics on the cost of living as shall then be computed and
published by an agency of the United States, or, if none, by a respected
financial periodical selected by the parties, or, if they cannot
agree, by arbitration.
(C) There shall be four (4) adjustment months, each of which shall be
the month which is the annual anniversary of the month when the term of this
lease commenced, so that there shall be a cost of living adjustment for each
year during the term of this lease as well as any option periods, if any,
commencing with the first month of the second year of the lease term.
(D) Provided, however, during the initial term and any exercised option
period of this lease the annual rent shall never be increased in any single year
by more than 5% of the minimum rental due in the preceding year. The minimum
increase shall be 2%. Therefore, the annual base rent shall be increased
annually by at least 2%, but not more than 5%.
ARTICLE THIRTY THIRD: SECURITY
The Tenant has this day deposited with the Landlord the first and last month's
rent in the sum of $9,817.98, as security for the full, and faithful performance
by Tenant of all of the terms, covenants and conditions of this lease upon
Tenant's part to be performed, which said sum shall be returned to Tenant 10
days after the time fixed as the expiration of the term hereof, provided that
Tenant has fully and faithfully carried out all of said terms, covenants and
conditions on Tenant's part to be performed. Landlord shall have the right, but
not obligation to apply any part of said deposit to cure any default of Tenant;
8
and, if Landlord does so, Tenant shall, upon demand, deposit with Landlord the
amount so applied, so that Landlord shall have the full deposit on hand at all
times during the term of this lease. In the event of a sale of the building or
lease of the land on which it stands, subject to this lease, Landlord shall have
the right to transfer the security to the vendee or lessee, and, Landlord shall
be considered released by Tenant from all liability for the return of such
security and Tenant shall look to the new Landlord solely for the return of said
security, and it is agreed that this shall apply to every transfer or assignment
made of the security to a new Landlord. The security deposited under this lease
shall not be mortgaged, assigned or encumbered by Tenant without the written
consent of Landlord, an any attempt to do so shall be void.
One half of the security deposit will be considered last months rent.
This will be used as the last months rent only if tenant is in good standing,
and not in default of the lease agreement. The tenant will be responsible for
the deficit of the rental amount due to cost of living adjustments. If Tenant
shall lease from Landlord additional space in the building, Tenant shall pay
additional security deposit to landlord in the amount of first and last month's
rent for the additional space.
ARTICLE THIRTY FOURTH: BROKERAGE
Tenant represents and warrants that it has not had any dealings with any
broker in connection with the bringing about of this lease or in connection with
Tenant's having been introduced to Landlord. Without limiting the effect of the
foregoing, Tenant agrees to indemnify and hold Landlord harmless against any
claim or demand made by any real estate broker or agent claiming to have dealt
with or consulted with Tenant or any of Tenant's representatives, employees or
agents contrary to the foregoing representation and warranty.
ARTICLE THIRTY FIFTH: ELECTRIC
Tenant recognized Landlord will supply electric to all areas of tenants
leased premises. Landlord will install an electric meter in the leased premises
at Landlord's cost and expense. Tenant shall pay for the usage of all utilities
directly to the utility companies.
9
ARTICLE THIRTY SIXTH: QUIET ENJOYMENT
Landlord agrees that Tenant, upon paying the rent and performing all the
covenants and conditions on Tenant's part to be observed and performed, shall
and may peaceably and quietly have, hold and enjoy the Demised Premises for the
term aforesaid, subject to the mortgages hereinbefore mentioned.
ARTICLE THIRTY SEVENTH: SUBORDINATION
This lease shall be subject and subordinate to all mortgages, ground or
unerlying leases which may now or hereafter affect the premises of which the
Demised Premises form a part, whether such mortgages cover only the Demised
Premises or be a blanket mortgage covering other premises in addition to the
Demised Premises, and to any renewals, modifications, consolidations,
replacements or extensions thereof. Although this provision of this lease shall
constitute the subordination itself, Tenant shall, if so requested by Landlord,
execute promptly any certificate or subordination agreement that Landlord may
request in confirmation of such subordination.
DATED: JANUARY 1, 1997
WEST TROPICAL INVESTMENT
CORP.
LANDLORD
/s/ XXXXXX XXXXXXXXX
-----------------------------
BY: XXXXX XXXXXXXXX, PRESIDENT
JET AVIATION TRADING, INC.
TENANT
/s/ XXXXXX XXXXXX
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BY: XXXXXX XXXXXX, PRESIDENT
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SECOND ADDENDUM TO LEASE BETWEEN WEST TROPICAL INVESTMENTS CORP.,
AS LANDLORD,
AND JET AVIATION TRADING, INC., AS TENANT, FOR THE PREMISES KNOWN AS
00000 X.X.
00XX XXXXXX, XXXXX, XXXXXXX 00000.
1. ADDITIONAL SPACE:
Tenant has agreed to lease additional space in the building which it
currently occupies. The following additional space will be added to the existing
premises under lease dated January 1, 1997.
a. Office - 2,440 square feet at $5.50/sq.ft. amounting to $1,118.33 per
month plus applicable sales tax.
b. Warehouse - 1,606 square feet at $3.75/sq.ft. amounting to $501.88 per
month plus applicable sales tax.
2. SECURITY DEPOSIT:
Tenant shall deposit additional security deposit for the additional space
amounting to the first and last month's rent in the total amount of $3,240.42.
3. COMMENCEMENT:
This amendment shall take effect and occupancy of the additional space shall
commence November 1, 1997.
DATED:
-------------------------
WITNESSES WEST TROPICAL INVESTMENT CORP.
LANDLORD
/s/ Xxxxx Xxxxxxxxx, President
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By: Xxxxx Xxxxxxxxx, President
/s/ Xxxxxx Xxxxxx
-------------------------------- ----------------------------------
By: Xxxxxx Xxxxxx, President
