EXHIBIT 10.23
COMMERCIAL LEASE
THIS COMMERCIAL LEASE AGREEMENT is entered on this, the 27th day of February,
1994, by and between XXXXXXX X. XXXXXXX and XXXXX X. XXXXXXX, hereinafter
referred to as "Lessors," and OTI INTERNATIONAL, INC., a Delaware corporation,
with offices at 00 Xxxxxx Xxxxxx, Xxxx Xxxxxx Xxx 000, Xxxxxxxx, Xxxxxxx 00000,
hereinafter referred to as "Lessee".
IN CONSIDERATION of the mutual agreements to be performed as hereinafter set
forth, the Lessors and the Lessee agree as follows:
1. TERM: Lessors hereby lease to Lessee the real property in Okaloosa County,
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Florida, together with the buildings and improvements erected thereon,
described more particularly as follows:
Block 65, Lots 1 through 28, Port Xxxxx Townsite, Shalimar,
Okaloosa County, Florida, EXCLUDING the South 140' x 420' parcel
occupied by the Xxxxxxx Construction Yard.
(a) The lease shall commence I January 1995 and shall expire 31 December 1996.
(b) Lessors expressly give and grant to Lessee the right, option, and privilege
of extending the leasehold term of this lease two (2) times for an
additional period of two (2) year each time, in addition to the original
one (1) year leasehold term herein granted, upon the same terms and
conditions as herein set out, all of which shall apply to such extended
term to the same extent and as fully as if this lease had been written for
the period of time covering both the original term and the extended term or
terms provided in this option of extension, and in such event the word
"term" in this agreement shall mean and refer to the original term as
extended.
(c) The option herewith granted by Lessors to Lessee to extend the term of this
lease shall expire, and be of no further force and effect, unless exercised
by Lessee by written notice to Lessors on or before the date which is one
hundred eighty (180) days prior to the expiration of the term then in
effect.
(d) In the event Lessee elects to exercise any such option of extension, then
the giving of the above-described notice by lessee so notifying Lessors in
writing, if given within the time hereinabove provided, shall operate to
automatically extend this lease for an additional term without further
action on the part of either of the parties hereto.
(e) Notwithstanding any of the above provisions, it is agreed that such option
may be exercised only if at the time of such exercise this lease is in full
force and effect, and Lessee is not in default in the performance of any of
the terms or provisions of this lease.
4. RENT: Lessee agrees to pay Lessors an annual lease price of Ninety-seven
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Thousand Five Hundred ($97,500.00) Dollars, plus applicable Florida State Sales
Tax and 0kaloosa County, Florida Real Property ad valorem taxes.
(a) These payments will be made monthly, in advance, as itemized below for the
year 1995:
$ 97,500.00 Rent
$ 5,850.00 approximate 6% sales tax
$ 7,880.00 approximate ad valorem tax
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$111,230.00
$ 9,269.17 1995 Monthly Payments
(b) The rent payment will be due on the first day of each month, commencing
January 1, 1995.
(c) The Florida State Sales Tax and the Okaloosa County ad valorem real
property taxes will be based on the actual sums due, and adjusted
accordingly.
(d) The price of the rent for the optional years will be adjusted annually by
the average increase in the Consumer Price Index for all urban Consumers
(CPI-U).
(e) The first and last months' rent payments will be due in advance.
5. Lessors may continue to utilize one (1) of the buildings in the back fenced
area, to be chosen by the Lessee.
6. The Lessee agrees to pay all utility bills for its leased premises after
commencement of the lease term.
7. MAINTENANCE, REPAIRS and ALTERATIONS:
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(a) The Lessors agree to maintain the structure and roof of the building.
(b) ST Keltec Corp., Signal Technology, in accordance with the terms of the
existing lease agreement, shall be required to place the air conditioning,
heating, and electrical systems in acceptable condition to the satisfaction
of the Lessors (Xxxxxxx). This shall be accomplished at the end of the
Keltec lease.
(c) Lessors (Xxxxxxx) thereafter will be responsible for air conditioning
compressors and fan motors in the air conditioning units.
(d) Lessors are responsible for replacement of air conditioning equipment if
lessor deems replacement to be necessary.
(e) The Lessee agrees to maintain the interior of the building, and further
agrees to use reasonable care in operating the heating and cooling
equipment.
(f) Lessee shall provide periodic cleaning, preventive maintenance, and
servicing of the heating and cooling equipment by a State-certified air
conditioning contractor.
(g) At the expiration of the lease, the property shall be restored to the
Lessors in the same condition as on the commencement of the lease term,
less fair wear and tear.
(h) Lessee shall not, without first obtaining the consent of Lessors, make any
alterations, additions or improvements in, to, or about the premises.
8. INSURANCE and INDEMNIFICATION:
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(a) The Lessors agree to maintain fire and extended coverage insurance
on the building.
(b) The Lessee agrees to maintain liability insurance to protect the
Lessors and insurance on the contents of the building during the term or
terms of this lease.
(c) The amount of contents insurance will be in an amount acceptable
to the Lessors.
(d) The Lessee agrees to indemnify the Lessors from any damage to the
property or that may be sustained by individuals as a result of injuries
on the premises due to the negligence of Lessee.
(e) The Lessee further agrees to carry liability insurance with
minimum $5,000,000 combined single limits, with the said Lessors being
named as additional insureds on the policy. Lessee will supply Lessor
with proof of such insurance.
9. ASSIGNMENT and SUBLETTING: The Lessee agrees not to sublease or assign
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this lease or rent the property to any person, firm or entity without first
obtaining the consent of the Lessors, which consent will not be unreasonably
withheld.
(a) In the event of any assignment of subletting by Lessee, the
Lessors shall receive from the Lessee one-half (1/2) of any sums which
exceed the rents due from Lessee to Lessors under this lease.
10. USE: Lessee shall use and occupy the premises for design, assembly, and
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light manufacturing of electonics and metal parts, together with administration
and marketing related thereto, and for no other purpose unless expressly
approved by Lessors.
(a) Lessor has been advised by the Lessee of Lessee's intent to
install machinery which may weigh in excess of 5,000 pounds. Lessor
confirms that the floor system of the building will carry loads of this
nature when installed as static loads distributed over dimensions typical
of machine tool base configurations.
(b) Lessee shall not use any portion of the premises for purposes
other than those specified hereinabove, and no unlawful use shall be made
or permitted to be made upon the premises.
(c) Lessee shall commit no act of waste and shall take good care of
the premises and the fixtures and appurtenances on it and shall, in use
and occupancy of the premises, conform to all laws, orders, and
regulations of the federal, state and municipal governments or any of
their departments.
11. DESTRUCTION OF PREMISES:
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(a) If the leased property is damaged by fire or other casualty to the
extent of forty percent (40%) or more, either party shall have the option
to rebuild and repair the leased property, or to terminate this lease.
(b) If the leased property is damaged to a lesser extent, the Lessors
will build or repair.
(c) In the event of damage by fire or other casualty, the rent payable
under this lease shall xxxxx in proportion to the impairment of the use
that can reasonably be made of the property for the purposes permitted by
this lease until the lease is terminated or the leased property is rebuilt
or repaired in accordance with this paragraph.
12. If either the Lessee or the Lessors shall fail to perform, or shall
breach any covenant of this lease, other than the agreement of the Lessee to pay
rent, and such failure or breach shall continue for ten (10) days after written
notice specifying the performance required shall have been given to the party
failing to perform, the party so giving notice may institute action in a court
of competent jurisdiction to terminate this lease or to compel performance of
the agreement, and the prevailing party in that litigation shall be paid by the
losing party, all expenses incurred by the winning party in the litigation,
including a reasonable attorney's fee.
13. If any rent required by the lease shall not be paid by the 10th day of
each month, the Lessors shall have the option to:
(a) terminate this lease, resume possession of the property for their
own account, and recover immediately from the Lessee the difference between
the rent specified in the lease and the fair rental value of the property
for the remainder of the term.
(b) resume possession and re-lease or rent the property for the
remainder of the term for the account of the Lessee, and recover from the
Lessee, at the end of the term or at the time each payment of rent comes
due under this lease, as the lessors may choose, the difference between the
rent specified in the lease and the rent received on the releasing or re-
renting.
(c) In such events, Lessors shall also recover all expenses incurred
by the reason of the breach, including a reasonable attorney's fee.
(e) Pursue all other remedies available under the laws of Florida.
14. Lessor shall have the right to terminate the lease if Lessee shall become
insolvent or bankrupty.
15. PAYMENT OF RENTS and NOTICES:
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(a) All rent payable and notice given to the Lessors shall be paid and
given at Xxxx Xxxxxx Xxx 000, Xxxxxxxx, Xxxxxxx 00000.
(b) All notices given under this lease to the Lessee or any assignee
of the Lessee shall be given at the leased premises.
(c) Any notice which either party may or is required to give, shall be
given by mailing the same, postage prepaid, to Lessee at the premises, or
Lessor at the address set forth in paragraph (a) above, or at such other
place as may be designated by the parties from time to time.
16. Any waiver or forbearance by the Lessors to apply provided remedies for
breaches of the agreement by the Lessee shall not be implied or constructed to
imply any future or continuing waiver or forbearance unless expressly stated in
writing.
17. The Lessee shall have the right, at termination of the lease, to remove
all trade fixtures from the premises.
18. WAIVER: No failure of Lessors to enforce any term hereof shall be
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deemed to be a waiver.
19. TIME: Time is of the essence of this lease.
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20. HEIRS, ASSIGNS, SUCCESSORS: This lease is binding upon and inures to
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the benefit of the heirs, assigns, and successors in interest to the parties.
21. ENTIRE AGREEMENT: The foregoing constitutes the entire agreement
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between the parties and may be modified only by a writing signed by both
parties.
22. RADON GAS: Radon is a naturally occurring radioactive gas that, when it
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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.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year above written.
WITNESS AS TO LESSORS: LESSORS:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Printed name: Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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Printed Name: XXXXXX X. XXXXXXX XXXXX X. XXXXXXX
WITNESS AS TO LESSEE: LESSEE
OTI INTERNATIONAL, INC.,
A DELAWARE CORPORATION
:
/s/ Xxxx X. Xxxxxx
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Printed Name: XXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxxxx
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Its: PRESIDENT
/s/ Xxxxxxxx Xxxxxx
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Printed Name: XXXXXXXX XXXXXX
