EXHIBIT 5.3
SUBLEASE AGREEMENT
THIS SUBLEASE is executed, made, delivered and entered into this 5th
day of August, 2005, by and between XXXX Corporation USA, a Florida Corporation,
hereinafter referred to as "Sublessor," and Xxxxxx Beaumont, Inc., a Nevada
Corporation, hereinafter called "Sublessee".
RECITALS:
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Sublessor is the Tenant under a Commercial Lease Agreement, hereinafter
referred to as the "Main Lease", entered into on the 23rd day of December, 2003,
by and between 6015, LLC, a Florida Limited Liability Company, as Lessor, and
XXXX Corporation USA, a Florida Corporation, as tenant. A copy of the Main Lease
is attached hereto as Exhibit "A".
Sublessor demises, leases and lets to Sublessee those certain premises
consisting of the first floor of the XXXXXX OFFICE CENTER in Manatee County,
Florida, with a common street address of 0000 00xx Xxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxx 00000, hereinafter referred to as "Unit". The Sublessee acknowledges
that said leased premises contains a lobby/reception area that shall be jointly
utilized by the Sublessee and any tenants or other occupants of the second floor
of the office center. Said lobby/reception area is outlined in blue on the
attached floor plan marked Exhibit "B" and incorporated by reference.
The subleased premises are to be utilized by the Sublessee only for the
purpose of office space and related uses of the business to be operated thereon.
The business to be operated thereon is to be known as: Xxxxxx Beaumont.
The Unit consists of approximately 20,000 square feet based on outside
of wall to outside of exterior wall dimensions, and centerline of divisional
wall dimensions. The leased premises are outlined in red on the attached floor
plan marked Exhibit "B" and incorporated herein by reference. The aforementioned
estimate of the square footage of the unit is merely an estimate. Said estimate
is not intended to be, and shall not be relied upon by Sublessee for any
purpose.
This Sublease Agreement is entered into upon the following terms and
conditions, all of which the parties hereto covenant to observe, keep, and
perform:
1.TERM: This Sublease shall commence on the 1st day of August, 2005,
and shall expire at midnight EST on the 31st day of December, 2008 (representing
the balance of the original term of the Main Lease) unless extended or renewed
pursuant to the provisions contained herein, or unless sooner terminated as
provided for in this Sublease and/or Florida Law.
2. RENT: All rents provided for herein shall be plus all applicable
sales or use taxes. Payment of the Base Rent and Additional Rent, as hereinafter
set forth, for the month of August 2005 shall be paid upon execution of this
Sublease and all subsequent payment of rent shall be due and payable on the
first day of each succeeding month.
A. BASE RENT. During the term of this Sublease Agreement, Sublessee
shall pay Base Rent in the sum of $8,333.33 per month, as adjusted annually to
compensate for changes in the cost of living as computed in Subparagraph 2D
(Adjustment to Base Rent) of the Main Lease, plus sales tax.
B. ADDITIONAL RENT. Sublessee agrees to pay as Additional Rent the
proportionate share of the cost of the operation and maintenance of the Office
Center in accordance with and as computed in Subparagraph 2B (Additional Rent)
of the Main Lease, together with Sales Tax.
C. ESTIMATED MONTLY/YEARLY RENT CHARGES. By way of illustration an
estimate of the lease rate, CAM charges, and sales tax for the unit estimated on
a monthly and annual basis is attached hereto as Exhibit "C".
D. RENEWAL TERMS OF MAIN LEASE. Upon expiration of this sublease (and
expiration of the original term of the Main Lease) and provided that Sublessor
is not in default in its obligations under the Main Lease, Sublessee may
exercise the Options to Renew as set forth in the Main Lease subject to the rent
payment and the terms and conditions for renewal as set forth in the Main Lease.
Upon exercising the option to renew, and upon the Sublessee, providing written
agreement that the Sublessee agrees to assume and be bound by all terms and
conditions of the Main Lease, Sublessee shall be substituted for Sublessor, as
Tenant, under the Main Lease, and Sublessor shall have no further liability to
Sublessee or Landlord under the terms of the Main Lease.
E. LOCATION FOR PAYMENT OF RENT. All payments by Sublessee to Sublessor
shall be made payable to Sublessor as the same becomes due payable to the order
of and made payable at:
PAYEE: XXXX CORPORATION USA
ADDRESS: Xxxx X. Xxxxxxx, CFO
Sidel Solutions
0000 Xxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
3. UTILITIES. Sublessee shall be solely responsible for and shall
promptly pay all charges and expenses for any and all utilities supplied to the
leased premises for which the Sublessor would be responsible under the terms
pertaining to Utilities as set forth in the Main Lease.
4. SECURITY DEPOSIT. Sublessee shall pay to Sublessor a security
deposit of Ten Thousand Dollars ($10,000.00) as an offset to the Security
Deposit of like sum paid by Sublessor to Landlord as part of the Main lease. The
security deposit cannot be used as payment of rent, and shall be refunded to
Sublessee at the end of this Sublease; provided, however, payment to repair any
damages to the Premises will be first subtracted from said security deposit as
provided in the Main Lease.
5. ASSUMPTION AGREEMENT AND COVENANTS. The Sublessee shall comply with
all of the provisions of the Main Lease which are to be observed or performed
during the term hereof by the Sublessor as Tenant thereunder, except that
payment of rent shall be governed by the provisions of Paragraph 2 above.
Insofar as the provisions of the Main Lease do not conflict with specific
provisions herein contained, they and each of them are incorporated into this
Sublease as fully as if completely rewritten herein, and the Sublessee agrees to
be bound to the Sublessor and perform all of the obligations and
responsibilities that Sublessor by the Main Lease assumes toward the Landlord,
and to indemnify and hold harmless Sublessor from any claim or liability under
the Main Lease except for payment of rental by Sublessor to the Landlord as
provided in the Main Lease. The relationship between the Sublessee and Sublessor
hereunder shall be the same as that between the Sublessor and the Landlord under
the Main Lease.
6. MAINTENANCE OF PREMISES. Sublessee agrees to be bound to the
Sublessor and perform all of the obligations and responsibilities that Sublessor
by the Main Lease assumes toward the Landlord in connection with the maintenance
of the premises as set forth in Paragraph (8)E of the Main Lease.
7. INSURANCE. Sublessee shall cause to be placed in effect immediately
upon execution of this Sublease, and shall maintain same in full force and
effect during the term of this Sublease, Bodily Injury and Property Damage, and
Commercial General Liability Insurance for the combined single limit coverage of
not less than $1,000,000.00 per occurrence covering Sublessee's use of the
leased premises and the Office Center together with insurance for the
replacement of plate glass, with any and all of said insurance policies naming
the Landlord under the Main Lease and Sublessor as additional insured.
8. ASSIGNMENT AND SUBLEASING. Sublessee shall neither sublet the
demised promises, or any part thereof, nor assign this lease or any interest
therein, nor permit this lease or any interest therein to become transferred by
operation of law or otherwise without first obtaining, in each case, the prior
written consent of Sublessor and Landlord.
9. DEFAULT.
A. If Sublessee shall default in the payment of any base rent or
additional rent, as said terms are defined in Paragraphs 2A and 2B above, said
payments being due on the first day of each month during the term of this
Sublease, and if such default shall continue for a period of fifteen (15) days
after said payments are due; or if Sublessee shall default or fail in the
performance of a material covenant or agreement on its part to be performed in
this Sublease and Main Lease incorporated herein; and such default shall not
have been cured within thirty (30) days after receipt by Sublessee of written
notice of said default from Sublessor, then Sublessor shall have the right to:
(1) Declare the entire balance of all rent of whatever nature due for
the remaining term of this Sublease due and payable in full, including
reasonable attorney's fees.
(2) Retake possession of the premises, re-let the premises in good
faith as the agent of Tenant and receive the rent therefore upon such terms as
shall be available to the Sublessor. In the event of an abandonment of the
leased premises by Sublessee, all rights of the Sublessee to repossess the
leased premises shall be forfeited.
(3) Re-entry by Sublessor shall not release Sublessee from any rent of
whatever nature to be paid or covenants to be performed hereunder during the
full term of this Sublease.
10. INDEMNIFICATION OF SUBLESSOR. Sublessee agrees to indemnify and
save Sublessor and Landlord from and against any and all claims arising from any
act, omission, negligence of Sublessee, its licensees, agents, servants or
employees, and from and against all costs, expenses and liabilities incurred in
or in connection with any such claim or proceedings brought thereon.
11. ATTORNEY'S FEES. If, because of any breach by Sublessee of its
obligations under this Sublease, it shall become necessary for Sublessor to
employ legal services to enforce or defend Sublessor's rights or remedies
hereunder, Sublessee agrees to pay any attorney's fees thus incurred by
Sublessor.
12. NO RECORDING OF THIS AGREEMENT. This Agreement shall not be
recorded in the Public Records of Manatee County, Florida. In the event
Sublessee does record this Agreement in said Public Records, said action shall
constitute a material breach of this Agreement.
13. BINDING EFFECT. This Agreement shall be binding upon the parties,
their successors and/or assigns.
14. INVALIDITY. In the event any word, phrase, term or provision in
this Sublease shall be invalid, illegal, or unenforceable in any respect, this
shall not affect, prejudice, nor disturb the remainder of this Sublease.
15. NOTICE. All notices, requests, demands, and other communications
shall be in writing, and shall be deemed to have been given when deposited in
the United States mail by certified mail, return receipt requested, postage
prepaid, addressed as follows:
As to Sublessor: XXXX Corporation USA
x/x Xxxx X. Xxxxxxx, XXX
Xxxxx Solutions
0000 Xxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
With a copy to: Xxxx X. Xxxxxxx, Esq.
Xxxxxxx Xxxxxx Xxxxxxxxxxxx & Xxxxxxxx, P.A.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxx X. Xxxxx, Xx., Esq.
1card, Xxxxxxx, Culllis, Xxxx, Xxxxx & Xxxxxxxx, P.A.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000 (Attention: Xxxx X. Xxxxxx, Xx.)
As to Sublessee: Xxxxxx Beaumont, Inc.
0000 00xx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
With a copy to: Xxxx X. Xxxxxxx, Esq.
Xxxxxxx Xxxxxx Xxxxxxxxxxxx & Xxxxxxxx, P.A.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
With a copy to: Xxxx X. Xxxxx, Xx., Esq.
lcard, Merrill, Cullis, Xxxx, Xxxxx & Xxxxxxxx, P.A.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000 (Attention: Xxxx X. Xxxxxx, Xx.)
16. RADON GAS. As required by law, Landlord makes the following
disclosure:
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 in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.
17. LANDLORD CONSENT TO SUBLEASE. The written consent to sublease is
attached hereto as Exhibit "D" and the terms of said consent are incorporated
herein.
18. VENUE. This Sublease shall be construed and interpreted pursuant to
the laws of the state of Florida and the parties hereby stipulate that venue
relevant to any dispute concerning this Sublease shall be in Manatee County,
Florida.
19. DUPLICATE ORIGINAL. This document has been executed in triplicate
each of which shall constitute an original.
SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:
EXECUTED BY SUBLESSEE ON AUGUST 5, 2005:
XXXXXX BEAUMONT, INC., A NEVADA
CORPORATION
/S/ [SIGNATURE ILLEGIBLE] BY: /S/ XXXXXXXX XXXXXXXXX
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First Witness ITS: CFO
/S/ XXX XXXXXX
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Second Witness
EXECUTED BY SUBLESSOR ON AUGUST 5, 2005:
XXXX CORPORATION USA
/S/ [SIGNATURE ILLEGIBLE] BY: /S/ XXXX X. [ILLEGIBLE]
-------------------------------- --------------------------------
First Witness ITS: CFO
/S/ XXXX XXXXX
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Second Witness
EXECUTED BY LANDLORD ON AUGUST 5, 2005:
6015, LLC, A FLORIDA LIMITED
LIABILITY COMPANY
/S/ [SIGNATURE ILLEGIBLE] BY: /S/ XXXXXX X. XXXXXXXXXX
-------------------------------- --------------------------------
First Witness ITS: MANAGING MEMBER
/S/ XXXXXXX [ILLEGIBLE]
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Second Witness
