EXHIBIT 10.32
THIS LEASE is made the 1st day of March, 2003.
BETWEEN:
COLMAR LTD.
of P. O. Box 31492 SMB
Grand Cayman
(hereinafter called "the Landlord")
AND
CONSOLIDATED WATER CO. LTD.
P. O. Box 1114 GT
Grand Cayman
Cayman Islands
(hereinafter called "the Tenant")
WITNESSES AS FOLLOWS:
1. In consideration of the rent and Tenant's covenants hereinafter
reserved and contained the Landlord HEREBY DEMISES unto the Tenant ALL
THOSE premises described in the first schedule hereto (hereinafter
called the "Demised Premises") and which form part of the buildings
known as Trafalgar Place, West Bay Road, Grand Cayman, Cayman Islands
(hereinafter called "the Building") TOGETHER WITH AND SUBJECT TO (but
to the exclusion of all other liberties, easements, rights and
advantages) the particular rights and matters also contained in the
Schedule hereto TO HOLD the same unto the Tenant for the period from
March 1st 2003 ("the Commencement Date") to January 31st 2004 subject
nevertheless to the provisos for sooner determination hereafter
contained and paying therefor from the Commencement Date the annual
rents set forth in the second schedule hereto payable in equal monthly
installments in advance for the said period the first of which payments
shall be due on March 1st 2003.
2. The Tenant HEREBY COVENANTS with the Landlord as follows:
2.1. To pay the said rent on the days and in the manner aforesaid
and to pay to the Landlord a sum equal to a fair proportion as
hereinafter defined of the amount of the aggregate annual sum
payable (if any) to the Cayman Islands Government or to any
other authority whether local, governmental and/or otherwise
in respect of the Building for site value tax or for any other
rates, taxes, assessments or outgoings (including without
restricting the foregoing, sewage and water) whatsoever now or
hereafter imposed or charged such additional payment to be
made on the date for payment of rent next after receipt by the
Landlord of a demand therefor. For the purpose of this
sub-clause the amount of such fair proportion of the sum
hereinbefore referred to shall be such proportion thereof as
equals the proportion which the area of the Demised Premises
as set forth in the First Schedule hereto ("the Floor Area")
bears to 15,687 square feet being the total area of the
Building PROVIDED THAT should different areas of the Building
suffer land tax at different rates then the said proportion
shall be adjusted ratably to reflect such difference.
2.2. To pay to the Landlord on exchange and delivery of this Lease
a security deposit ("the Deposit") of CI$2,048.49 which
deposit shall be held by the Landlord on the following terms
and conditions:
2.2.1. No interest shall accrue to the Deposit.
2.2.2. The Landlord may deduct from the Deposit 7 days after
notifying the Tenant of its intention to do so any
unpaid rent; unremedied damage or unpaid late
charges.
2.2.3. Upon the deduction of any sum pursuant to Clause
2.2.2 hereof the Tenant shall within 14 days of the
Landlord deducting the said sum pay the Landlord such
sum as is necessary to reinstate the Deposit to the
monthly rent payable by the Tenant at the time the
reinstatement is due.
2.2.4. Upon the expiry of this Lease and upon the Tenant
having observed its covenants hereunder the Landlord
shall return the Deposit to the Tenant provided
always that if the Tenant is in breach of any
provisions of this Lease or has failed to remedy any
such breach or damage the Landlord may deduct from
the Deposit such sums as may be necessary including
reasonably incurred attorney's fees (whether such are
allowed on a taxation or otherwise) to remedy the
said breach or make good the said damage.
2.3. To pay all charges for telephone, electricity, sewage, water,
and other utilities actually consumed or charged to or used in
the Demised Premises or such fair proportion thereof during
the said term and in January of each year to pay to the
Landlord an annual amount of CI$800.00 towards the maintenance
of a dumpster for garbage disposal at the Demised Premises.
2.4. To keep the interior of the Demised Premises and the
appurtenances thereof including floors, walls, ceilings, the
insides of doors entering into corridors, the glass windows
and all the fixtures and fittings and painting, papering and
decoration in the Demised Premises well and sufficiently
cleaned (in the case of windows at regular intervals) and in
good and substantial repair and condition (including where
relevant replacement thereof) and to permit the Landlord and
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the Landlord's agents or contractors on its behalf to clean,
paint or treat as the case may be the outside of all doors
entering into corridors from the Demised Premises and the
outside of all window frames and glass in the Demised Premises
in such colour and in such manner and at such times as the
Landlord may desire or direct with the right to enter the
Demised Premises as may be necessary for such purposes.
2.5. Not to alter, injure, cut or maim any of the floors, walls,
ceilings, windows, doors, wiring, pipes, appurtenances,
fixtures or fittings including air conditioning and other
equipment in, of or to the Demised Premises nor to make any
alterations or additions to the interior or exterior
appearance of the Demised Premises without the prior consent
in writing of the Landlord nor permit any of the foregoing to
be done. Such consent not to be unreasonably withheld by the
Landlord.
2.6. To permit any agent or employee of the Landlord to enter the
Demised Premises in the ordinary course of his duty and to
permit the Landlord and the Landlord's agents surveyors and
workmen to enter with all necessary appliances upon the
Demised Premises at any reasonable time having given prior
notice of such intention and in the case of fire or any other
emergency without notice and/or for the purpose of examining
the condition thereof or of doing such works and things as may
be required for any repairs, alterations, additions,
maintenance, cleaning, installations, improvements or renewals
of or to the Demised Premises or any part of the Building or
apparatus or equipment therein and also for the purpose of
viewing the state and condition of the Demised Premises and
before the expiration of one calendar month's notice given in
writing by the Landlord to execute any repairs lawfully
required to be done by the Tenant and in accordance with such
notice and if the Tenant shall within such time fail to
execute such work the Landlord may thereupon cause such work
to be done and recover the cost thereof from the Tenant but
without prejudice to the Landlord's right of re-entry
hereinafter mentioned.
2.7. Subject to sub clause 2.25, to use the Demised Premises only
as business offices for Consolidated Water Co. Ltd.
2.8. Not knowingly to do or permit or suffer to be done upon or
within the Demised Premises anything which shall constitute or
may be or become a nuisance or annoyance to or in any way
interfere with the quiet and peaceful user of the other
portions of the Building or any adjoining or neighbouring
premises.
2.9. Not to use or permit the Demised Premises to be used for
residential purposes or for overnight accommodation.
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2.10. Not to obstruct or litter or deface in any manner the
vestibules, lifts, entrances, stairways, corridors, passages
and other common areas of the Building or the carpark and
areas adjacent to the Building.
2.11. Not to do or suffer to be done knowingly anything whereby the
policy or policies of insurance on the Demised Premises or on
the Building against fire or any other risk may become void or
voidable or whereby the premium thereon may be increased and
to repay to the Landlord all sums paid by the Landlord by way
of increased premiums and all expenses incurred by the
Landlord in or about any renewal of such policy or policies
and any other expenses or charges incurred by the Landlord or
rendered necessary by reason of a breach or nonobservance of
the provisions of this sub-clause.
2.12. Not to permit any open use of internal combustion fire to be
burned or cooking to be done (excluding the heating of water
for beverages or cooking appliances within a restaurant that
is in good standing with all Cayman Islands Government
departments) within the Demised Premises without the prior
consent in writing of the Landlord.
2.13. Not without the prior consent of the Landlord to bring or
allow to be brought on to the Demised Premises or any part of
the Building any machines or machinery save equipment and
furnishings as are requisite for the Tenant's business and to
observe such regulations as the Landlord shall specify
regarding load factors and stresses within the Building.
2.14. Not to paint, affix or exhibit any name or writing or any
sign, placard or advertisement in the vestibules, entrances,
stairways, corridors or passages of or upon or outside any
wall, door, entrance, window, roof or exterior wall of the
Building or any entrance door to the Demised Premises from the
corridors giving access thereto without the consent in writing
from the Landlord such consent not to be unreasonably refused
PROVIDED however that all signs of any type whatsoever shall
in each case conform with that reasonably approved by the
Landlord and any requirements of the Central Planning
Authority.
2.15. Not to charge, encumber, assign, sublet or part with
possession of the Demised Premises or any part thereof without
the previous consent in writing of the Landlord (which shall
not be unreasonably withheld) PROVIDED that upon any breach by
the Tenant of this sub-clause the Landlord may at any time
re-enter upon the Demised Premises and if the Landlord shall
do so the term hereby created shall terminate absolutely.
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2.16. Not to bring or permit or suffer to be brought onto the
Demised Premises any materials or objects of a type likely to
cause a nuisance and to indemnify the Landlord against all
actions, suits, claims or demands arising out of the presence
on the Demised Premises of any materials or objects or out of
their escape or leakage therefrom.
2.17. Not to bring or permit to be brought any vehicles, bicycles,
animals or birds into the Building and not to use the Demised
Premises or permit the same to be used for any illegal or
immoral purpose or any purpose of a nature likely to injure
the reputation of Trafalgar Place.
2.18. To observe and conform to all reasonable regulations and
restrictions made by the Landlord or its agents or servants
for the proper management of the Building and notified in
writing by the Landlord or its agents or servants to the
Tenant from time to time.
2.19. To indemnify and hold harmless the Landlord against all
damage, loss or injury to the Demised Premises or any other
part of the Building or Trafalgar Place (including windows
thereof) or to any person caused by any act, default or
negligence of the Tenant, its servants, agents, licencees or
invitees and to pay and make good to the Landlord all and
every loss or damage whatsoever incurred or sustained by the
Landlord as a consequence of every breach or non-observance of
the Tenant's covenants herein contained and to indemnify and
hold harmless the Landlord against all actions, claims,
liabilities costs and expenses thereby rising.
2.20. To yield up the Demised Premises as the expiration or sooner
determination of the term hereby created with fixtures and
fittings thereto in good and tenantable repair and condition
fair wear and tear excepted.
2.21. To pay the stamp duty attracted by this Lease from time to
time and registration fees in relation thereto.
2.22. To pay a charge of CI$50.00 for each day that the rent payable
by the Tenant under this Lease remains unpaid for 5 days or
more, provided that the Landlord shall have notified the
Tenant in writing by delivery of a notice of unpaid rent to
the Demised Premises. The notice specified by this clause need
not be a notice of default as defined by the Registered Land
Law.
2.23. To obtain and keep in force at the sole expense of the Tenant
a policy of insurance against public liability in respect of
death, injury or other damage to persons when in or upon the
Leased Premises with an insurance company and in an amount of
not less than US$1,000,000.00 such policy naming the Landlord
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as an additional insured party and including a ten day notice
of cancellation or non-renewal to the Landlord and to pay all
premiums necessary for the above purposes and to produce to
the Landlord or its agent on request the policy and the
receipts for payment of the premiums.
2.24. To keep at the Tenant's expense the air-conditioning equipment
installed in and utilized for the Leased Premises in good
running order and to pay the running and maintenance costs
(including, but not limited to the cost of replacing and
maintaining the air conditioning filters) in respect thereof.
2.25. To obtain and maintain all licenses and other approvals from
the Cayman Islands Government or any other appropriate
licensing authorities in the Cayman Islands as shall be
necessary to conduct the business set out in sub clause 2.7.
3. The Landlord hereby covenants with the Tenant as follows:
3.1. Subject to the provisions of sub-clauses 2.1, 2.2, 2.3, 2.21
and 2.22 to pay all existing and future taxes, rates and
out-goings payable in respect of the Demised Premises or of
the Building.
3.2. To insure and at all times during the said term keep insured
the Building (unless the insurance thereon shall be made void
through or by reason of the act or default of the tenants or
any of them) against loss or damage by fire, hurricane,
earthquake, riot, strike and such other hazards and risks as
the Landlord may desire.
3.3. Unless prevented by any cause beyond the control of the
Landlord to clean and keep tidy the common areas of and
adjacent to the Building and as and when necessary repair and
re-paint the same and all windows affording light to the same
and keep the same and the building in good and tenantable
repair (and in the case of lavatories and washing conveniences
supplied with running water) TOGETHER WITH the roofs, and
exterior walls of the Building and the wiring, drains,
downpipes and water pipes thereof.
3.4. That the Tenant paying the rent hereby reserved and performing
and observing the covenants on the Tenant's part herein
contained shall subject to the provisions of this Lease be
entitled peaceably to hold and enjoy the Demised Premises
without any interruption by the Landlord or any person
rightfully claiming under it.
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4. Provided always and it is hereby agreed as follows:
4.1. All fixtures, fittings, partitioning, installations,
alterations and additions in the Demised Premises (except all
such fixtures in the nature of trade fixtures or machinery as
shall have been installed by the Tenant during the term hereof
which subject to the proviso hereinafter as to repair of
damage the Tenant shall be entitled to remove at the
termination of the term hereby created) shall unless expressly
otherwise agreed in writing by the Landlord, be and become the
property of the Landlord (whether paid for by the Tenant or
the Landlord) and shall not be removed by the Tenant PROVIDED
always that the Landlord may at the termination of the term
hereby created require if it so desires the Tenant to remove
any of the foregoing (including trade fixtures or machinery)
placed or affixed by the Tenant in the Demised Premises and to
make good at the Tenant's expense any damage caused thereby.
4.2. If the Demised Premises or any part thereof is damaged or
destroyed by fire, storm or tempest or other act of God or the
Queen's enemies or any other cause whatsoever during the
continuance of the term hereby created so as to render the
Demised Premises unfit for occupation and use the Landlord
will until such time as the Demised Premises shall be fit for
occupation or use allow the Tenant total or just proportionate
abatement of the rent reserved as the case may be according to
the nature and extent of the damage sustained for so long as
the Demised Premises shall be unfit for occupation and use
PROVIDED always that the Tenant's right to abatement of the
rent shall cease if the insurance monies shall be wholly or
partially irrecoverable by reason solely or in part of any act
or default of the Tenant.
4.3. If at any time during the term hereby created the Demised
Premises shall be destroyed or damaged by fire, storm or
tempest or other act of God or the Queen's enemies so as to
become totally unfit for occupation and use or such damage
shall in the opinion of the Landlord not be capable of repair
within 180 days of its occurrence then and in such case the
Landlord shall be under no liability to reinstate the Demised
Premises and in such case either party shall have the right to
terminate this demise by giving to the other fourteen days'
notice in writing whereupon this demise and everything
contained herein shall cease but without prejudice to the
rights and remedies of either party in respect of any
antecedent claim or breach of covenant.
4.4. If the rent hereby reserved or any part thereof shall at any
time be unpaid for 14 days after becoming payable (whether
formally demanded or not) or if any of the stipulations on the
Tenant's part herein contained shall not be performed or
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observed or if the Tenant shall go into liquidation whether
voluntarily or otherwise or shall call a meeting of the
Tenant's creditors or enter into any agreement with such
creditors it shall be lawful for the Landlord at any time
thereafter to re-enter the Demised Premises or any part
thereof in the name of the whole and thereupon the term
created hereby shall absolutely determine but without
prejudice to the right of action of the Landlord in respect of
any antecedent breach of the Tenant's obligations herein
contained.
4.5. During the last three months of the term hereby created the
Landlord shall have the right at reasonable times and upon
giving the Tenant 24 hours notice to enter and show the
Demised Premises to prospective tenants thereof.
4.6. Any notice under this Lease shall be in writing. Any notice to
the Tenant shall be sufficiently served if addressed to the
Tenant and delivered to the Demised Premises. Any notice to
the Landlord shall be sufficiently served if addressed to the
Landlord at its registered office. Any notice posted to the
Landlord or the Tenant shall be deemed to have been served
within two days following that on which it was posted.
4.7. Insofar as terms and provisions of this Lease are inconsistent
with the terms and provisions of the Registered Land Law,
(1995 Revision) the said Registered Land Law, (1995 Revision)
shall be deemed to have been varied to that extent.
4.8. In this Lease where the context so admits:-
4.8.1. words importing the masculine gender shall include
the feminine gender and VICE VERSA and words
importing the singular number only shall include the
plural number and VICE VERSA and words importing
persons and all references to persons shall include
corporations and firms;
4.8.2. if at any time two or more persons are included in
the expression "the Tenant" then covenants entered
into or implied therein by or on the part of the
Tenant shall be deemed to be and shall be construed
as covenants entered into by and binding on such
persons jointly and severally.
4.9. The Lease shall be binding on and enure to the benefit of each
party's respective successors and assigns.
5.0. The Tenant shall have the right to extend the term of this
lease for 1 further Term of 1 year ending on January 31, 2005
provided that the rents payable by the Tenant to the Landlord
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shall be as set forth in the Second Schedule. Any such
exercise of this option by the Tenant shall be exercised by
notice in writing delivered to the Landlord at least 3 months
prior to the termination of the current period.
THE FIRST SCHEDULE
ALL THOSE premises comprising 2 separate units of 640 and 512 square feet in
Trafalgar Place ("the Building") known as B5 on the second floor of Building B
and C4 on the second floor of Building C situated on the West Bay Road, Grand
Cayman, Cayman Islands and shown edged red on the plans annexed hereto and being
part of parcel 79 of block 11B of the West Bay Beach North Registration Section
TOGETHER WITH the use in common with the Landlord and other tenants of the
Building (and their servants, agents, invitees, licencees or visitors) parking
and other conveniences provided for the use of the tenants of the Building AND
TOGETHER ALSO WITH the right for the Tenant to the free and uninterrupted use of
all electric, telephone and other wires and cables upon, through or under
adjacent premises in the Building so far as necessary in the enjoyment of the
Demised Premises and in common with the Landlord and all others so authorised by
the Landlord and all other persons entitled thereto EXCEPTING AND RESERVING to
the Landlord and the tenants and occupiers of other parts of the Property and
all such other persons entitled thereto the right of free passage and running of
water, upon, through or under the Demised Premises and the free and
uninterrupted use of all electric, telephone and other wires, pipes and cables
upon, through or under the same.
THE SECOND SCHEDULE
MARCH 1ST 2003 TO JANUARY 31ST 2004 CI$2,048.49 P.M.
PERIOD OF EXTENSION
FEBRUARY 1ST 2004 TO JANUARY 31ST 2005 CI$25,565.00 P.A.
Ref: Lease - Consolidated Water (B5 & C4) 2003
IN WITNESS WHEREOF the parties hereto have caused this Deed to be executed as
their respective acts and deeds the day and year before written.
THE COMMON SEAL OF )
COLMAR LTD. )
was hereunto affixed and )
acknowledged by )
) /s/ Xxxxxx Xxxxxxx
) ------------------------------
Xxxxxx X. Xxxxxxx ) Alternate Director
)
) /s/ Xxxxxxxxxxx Xxxxxx
and ) ------------------------------
Xxxxxxxxxxx X. Xxxxxx ) Assistant Secretary
)
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in the presence of: )
)
/s/ illegible )
------------------------------ )
THE COMMON SEAL OF )
CONSOLIDATED WATER CO. LTD. )
was hereunto affixed by )
) /s/ Xxxxxxxxx XxXxxxxxx
Xxxxxxxxx XxXxxxxxx ) ------------------------------
) Director
and )
) /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx ) ------------------------------
) Secretary
in the presence of: )
)
/s/ Xxxxxxx Xxxxxx )
------------------------------ )
CERTIFICATE OF IDENTIFICATION
COLMAR LTD.
By: XXXXXX X. XXXXXXX - ALTERNATE DIRECTOR
and by: XXXXXXXXXXX X. XXXXXX - ASSISTANT SECRETARY
I HEREBY CERTIFY that the above named persons appeared before me on the
....10th.. day of......March..... 2003 and being known to me acknowledged the
above signature or xxxx to be theirs and that they had freely and voluntarily
executed this instrument and understood its contents.
/s/ illegible
----------------------------------------------
Signature and designation of person certifying
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CERTIFICATE OF IDENTIFICATION
CONSOLIDATED WATER CO. LTD.
By: XXXXX XXXXXXX
---------------------------------------
and by: XXXXXXXXX XXXXXXXXX
----------------------------------
I HEREBY CERTIFY that the above named persons appeared before me on the
....4th... day of...March.. 2003 and being known to me acknowledged the above
signature or xxxx to be theirs and that they had freely and voluntarily executed
this instrument and understood its contents.
Xxxxxxx Xxxxxx
----------------------------------------------
Signature and designation of person certifying
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