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XXXXX XX XXXXXXX
XXXXXX XX XXXXX-XXXX LEASE OF REAL PROPERTY
THIS AGREEMENT, effective the 17th day of December, 1998, by and
between CONDOR PROPERTIES OF MIAMI II, INC., hereinafter referred to as
"Lessor", and AAS LANDING GEAR SERVICES, INC., a Florida corporation,
hereinafter referred to as "Lessee";
W I T N E S S E T H
WHEREAS, Lessor owns certain realty suitable for leasing;
WHEREAS, Lessee is desirous of leasing said realty to utilize as a
plating facility;
NOW, THEREFORE, in consideration of and subject to the premises, the
mutual covenants herein contained, and each and every act performed hereunder by
all of the parties, such parties enter into the following Articles of Agreement:
ARTICLE I
THE DEMISED PREMISES AND THE TERM
Section 1.01 - Demised Premises. Lessor hereby warrants that it is the
owner of that certain realty which Lessor lets and demises to Lessee, and the
Lessee leases from Lessor. Said real estate, located at 0000 XX 000 Xxxxxx,
Xxxxx, Xxxxxxx 00000, is more particularly described in Exhibit "A" annexed
hereto and is hereinafter designated and referred to as "Demised Premises".
Section 1.02 - Title. Lessor warrants that it has a merchantable fee
simple title in and to the Demised Premises free and clear of all liens,
easements, restrictions and encumbrances, rights of way of record and easements
of record now existing thereon for public utilities and highway use except those
which have been disclosed to the Lessee on Schedule 1.02 hereto.
Section 1.03 - Zoning and Other Restrictions. Lessor warrants that the
Demised Premises and all improvements thereon are currently being used in
compliance with existing zoning. Lessor further warrants that no other
restrictions exist that would inhibit Lessee's use of the Demised Premises.
Further Lessor warrants that no other party has any rights to the Demised
Premises, either for possession or acquisition thereof.
Section 1.04 - Habendum and Term. Lessor hereby leases the Demised
Premises to Lessee to have and to hold the Demised Premises with the rights,
privileges, easements and appurtenances thereto attaching and belonging, to the
Lessee, its successors and assigns, with a quiet and undisturbed possession to
Lessee, for an initial term of ten (10) years from the date hereof ("Initial
Term"). This lease shall be automatically extended for two additional five (5)
year periods (the "Renewal Term") upon the same terms and conditions as apply
herein unless
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either party provides written notice of termination to the other party at least
ninety (90) days prior to termination.
Section 1.05 - Use. The Lessee covenants that its use of the Demised
Premises shall be limited to a plating facility (or such other uses as the
parties agree) and that it will not use the Demised Premises or any improvements
thereon for any illegal or unlawful purpose, and further covenants not to grant
permission for the use by any permitted subtenant or occupant for illegal or
unlawful purposes, and the Lessee covenants that it will immediately, upon the
discovery of any such illegal or unlawful use, exert its best efforts to compel
the discontinuance of such uses.
ARTICLE II
RENT
Section 2.01 - Rent. The Lessee shall pay the Lessor during the Initial
Term of this lease rent in the amount of Six Thousand Nine Hundred Thirty-Seven
Dollars and 66/100 ($6,937.66) per month ($83,252.00 per year based on 12,808
square feet x $6.50 per foot), payable in advance on the first day of each month
commencing on the effective date of this Agreement. Rent shall increase at the
rate of one percent (1%) per year during the Initial Term and any Renewal Terms.
Section 2.02 - Rent Payment. The Lessee shall during the term hereby
granted, pay to the Lessor the rent herein reserved and all such other sums as
may become payable on account of the Lessee's default in the observance of any
of the covenants herein contained on the Lessee's part to be performed, at the
time and in the manner limited and prescribed herein for the payment thereof.
Section 2.03 - Late Payment. Any installment of rent accruing under the
provisions of this lease which is not paid when due shall, after ten (10) days
written notice, bear interest at the rate of ten percent (10%) per annum from
the date due until paid, plus an additional service fee of two percent (2%) for
each delinquent payment due.
ARTICLE III
LESSEE'S COVENANTS
Section 3.01 - Taxes and Assessments. Lessee agrees to pay ten (10)
days before delinquent all taxes, general and special assessments and other
public charges levied upon or assessed against the Demised Premises which become
payable from and after the date this lease commences until expiration or
termination of this lease.
Section 3.02 - Receipts; Proration. Lessee shall exhibit to Lessor from
time to time official receipts evidencing payment of taxes as required in
Section 3.01 prior to the delinquent date. Any such taxes and other public
charges assessed against the Demised Premises for the tax year in which this
lease commences or terminates shall be equitably prorated between the parties
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hereto if the commencement and the end of the term of this lease do not coincide
with the beginning or end of the tax year.
Section 3.03 - Installment Payment. Lessee shall have the right to
execute in the name of the Lessor and as its attorney in fact such agreement or
agreements or other instrument which may be required or permitted by law to
permit the payment of such taxes or assessments in installments, but Lessee
shall not be liable to pay any installments for taxes not due at the end of this
original or any renewed term after occupancy of the Lessee has closed.
Section 3.04 - Unpaid Taxes. If Lessee fails to pay any such taxes,
assessments or other public charges which it is obligated to pay as provided in
this Article, before the same become delinquent, then and in such event, Lessor
may pay the same, together with any interest and penalties thereon, and the
amount so paid shall be deemed rent immediately due and payable by Lessee to
Lessor on demand, together with interest thereon at the rate of ten percent
(10%) per annum plus an additional service fee of two percent (2%).
Section 3.05 - Contest of Taxes. Anything in this Article to the
contrary notwithstanding, Lessor agrees that Lessee shall have the right, at
Lessee's sole cost and expense, to contest the legality, validity, or the basis
of calculation, of any of the taxes, assessments or other public charges
provided to be paid by Lessee, but no such contest shall be carried on or
maintained by Lessee after such taxes, assessments or other public charges
become delinquent unless Lessee shall have duly paid the amount involved under
protest or shall procure and maintain a stay of all proceedings to enforce any
collection thereof and any forfeiture or sale of the Demised Premises, and shall
also provide for payment thereof together with all penalties, interest, cost and
expense by deposit of a sufficient sum of money or by a good and sufficient
undertaking as may be required by law to accomplish such stay. Lessor agrees
that it will, at the request of Lessee, execute or join in the execution of any
instrument or documents necessary in connection with any such contest except
bonds or undertakings. In the event any such contest is made by Lessee, Lessee
shall promptly, upon final determination thereof adversely to Lessee, pay and
discharge the amount involved, or affected by, any such contest, together with
any penalties, fines, interest, costs and expenses that may have accrued
thereon.
Section 3.06 - Maintenance and Repairs. As between the Lessor and the
Lessee, the Lessee shall pay or cause to be paid all non-structural repair and
maintenance costs and shall take good care of the Demised Premises and keep the
same and all parts thereof, together with any and all alterations, additions and
improvements therein or thereto, in good order and condition, except for normal
wear and tear, damage done by casualty not covered by the provisions of the
usual fire and extended coverage insurance, or acts of the Lessor.
The Lessor agrees to maintain the premises and structure in a good
state of repair during the term of this lease and, further, specifically agrees
that Lessor shall be responsible for: (1) major repairs to the utility systems
of the demised premises including, but not necessarily limited to, the
following: heating and air conditioning systems, sewer, water, electric, and
plumbing; (2) all non-structural and structural maintenance and repair to the
roof, exterior walls, and structural components; and (3) replacement or
modification of the electrical system or plumbing system as
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necessary to bring the demised premises into compliance with applicable building
codes. In the event the Lessor fails to make the repairs, replacements or
modifications, or to perform the maintenance described herein, the Lessee shall
have the right to terminate this lease upon thirty (30) days written notice sent
by first class mail to the Lessor.
Section 3.07 - Alterations and Improvements. The Demised Premises may
not be altered or changed without the written consent of the Lessor and the
Lessee shall not attach anything whatsoever to the Demised Premises that might
damage the Demised Premises or that might be a permanent attachment to the
Demised Premises without the written consent of Lessor. The consent of Lessor
shall not be unreasonably withheld. The costs of any such alterations or
improvements approved by Lessor shall be borne by the Lessee and shall remain
upon and be surrendered with the Demised Premises; provided, however, that any
trade fixtures installed by Lessee may be removed by Lessee at the expiration of
the term of this Lease, or of any renewal, provided that the Lessee is not in
default under the terms hereof and provided further that any damage occasioned
by any such removal shall be paid by Lessee.
Section 3.08 - Fees and Commissions. Lessor and Lessee represent to
each other that neither party has engaged the services of a real estate broker
or agent in negotiating or consuming the closing of this Lease. Lessor and
Lessee agree to indemnify and hold each other free and harmless of any
obligation for real estate commissions, finder's fees and legal fees earned as
services performed in connection with this lease.
Section 3.09 - Indemnification of Lessor. Lessee covenants and agrees
that Lessor shall not be liable for any injuries or damages to persons,
entities, or property from any cause whatsoever by reason of the use,
occupation, control or enjoyment of the Demised Premises by Lessee, or any
person entering thereon for any reason or invited (other than Lessor or their
agents), suffered or permitted by Lessee to go or be thereon or holding under
Lessee at any time during the term of this lease, and Lessee will save and hold
harmless Lessor from and against any and all liability, penalties, damages,
expenses and judgments whatsoever on account of such injuries or damages. The
injuries and damages referred to in this paragraph shall include, without
limiting the generality of the preceding provisions, to injuries, damages and
mechanic's liens arising directly or indirectly out of any demolition, repairs,
restoration, reconstruction, changes, alterations and construction which Lessee
may make or cause to be made upon the Demised Premises or any part thereof.
Lessee, at Lessee's expense, agrees to employ legal counsel to defend any action
for which any claim shall be made for injuries or damages commenced against
Lessor by reason of the foregoing.
Section 3.10 - Compliance with Laws. The Lessee covenants that it will
during the demised term properly observe and at its own expense promptly comply
with and execute all present and future laws, rules, regulations and notices of
every nature and kind whatsoever of any governmental agency or authority
concerning the Demised Premises. It is expressly understood that the Lessee
shall have thirty (30) days or such time as said authorities shall accord, or
that Lessee shall necessarily need, within which to comply with, contest, obey,
carry out, observe and/or perform any such law, rule, regulation or notice.
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Section 3.11 - Utilities. Lessee shall either pay or cause to be paid
all charges for gas, electricity, water, sewer and other public utility services
supplied to the Demised Premises during the term of this lease.
Section 3.12 - Liability and Property Insurance. Lessor shall, during
the term of this lease, maintain adequate fire and casualty liability insurance
coverage on the Demised Premises in solvent, mutual or stock companies or
company, insuring both the Lessor and Lessee, in an amount and form reasonably
acceptable to the parties.
Lessee shall, during the demised term, maintain adequate personal
property insurance insuring all equipment, trade fixtures, fixtures, inventory
and other personal property located on the Demised Premises. Lessee shall
maintain throughout the term of this lease adequate general liability insurance
coverage on the Demised Premises in solvent, mutual or stock companies or
company, insuring both the Lessor and the Lessee, in an amount and form
reasonably acceptable to the parties.
ARTICLE IV
LESSOR'S COVENANTS
Section 4.01 - Quiet Possession. The Lessor covenants that the Lessee,
upon payment of the rent above reserved, and upon the due performance of the
covenants and agreements herein contained, shall and may at all times during the
term hereby granted, peaceably and quietly have, hold and enjoy the Demised
Premises pursuant to the terms hereof.
ARTICLE V
ENVIRONMENTAL COMPLIANCE
Section 5.01 - Definitions "Toxic or Hazardous Substances" shall be
interpreted broadly to include, but not be limited to, any material or substance
that is defined or classified under federal, state or local laws as: (a) a
"hazardous substance" pursuant to Section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. ss.9601(14), Section 311 of
the Federal Water Pollution Control Act, 33 U.S.C. ss.1321, as now or hereafter
amended; (b) a "hazardous waste" pursuant to Section 1004 or Section 3001 of the
Resource Conservation and Recovery Act, 42 U.S.C. ss.6903, 42 U.S.C. ss.6921, as
now or hereafter amended; (c) a toxic pollutant under Section 307(1)(a) of the
Federal Water Pollution Control Act, 33 U.S.C. ss.1317(1)(a); (d) a "hazardous
air pollutant" under Section 112 of the Clean Air Act, 42 U.S.C. ss.7412, as now
or hereafter amended; (e) a "hazardous material" under the Hazardous Material
Transportation Act, 49 U.S.C. ss.1802(2), as now or hereafter amended; (f) toxic
or hazardous pursuant to regulations promulgated now or hereafter under the
aforementioned laws; or (g) presenting a risk to human health or the environment
under other applicable federal, state or local laws, ordinances, or regulations,
as now or as may be passed or
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promulgated in the future. "Toxic or Hazardous Substances" shall also mean any
substance that after release into the environment upon exposure, ingestion,
inhalation or assimilation, either directly from the environment or indirectly
by ingestion through food chains, will or may reasonably be anticipated to cause
death, disease, behavior abnormalities, cancer or genetic abnormalities. "Toxic
or Hazardous Substance" specifically includes, but not limited to, asbestos,
polychorinated biphenyls (PCBs), petroleum and petroleum based derivatives and
urea formaldehyde.
Section 5.02 - Representations and Warranties Lessor represents and
warrants to Lessee that (i) to the best knowledge of Lessor, any handling,
transportation, storage, treatment or use of Toxic or Hazardous Substances that
has occurred on the Demised Premises to date has been in compliance with all
applicable federal, state, and local laws, regulations and ordinances, and (ii)
to the best knowledge of Lessor, no leak, spill, release, discharge, emission or
disposal of Toxic or Hazardous Substances has occurred on the Demised Premises
to date and the soil, groundwater, and soil vapor on or under the Demised
Premises is free of Toxic or Hazardous Substances as of the date the term of
this Lease commences. Lessor shall be responsible for any required cleanup or
liability brought about by actions or inactions of any parties prior to Lessee's
possession of the Demised Premises. A Limited Phase II Environmental Assessment
was conducted on the Demised Premises June 17, 1998. Lessor has provided Lessee
with the Limited Phase II Environmental Assessment Report dated June 17, 1998.
Lessor had any and all recommended cleanups recommended by the Limited Phase II
Environmental Assessment Report performed prior to Lessee's possession of the
Demised Premises.
Section 5.03 - Indemnities
(a) Lessor's Indemnity. Lessor agrees to indemnify, defend (with
counsel satisfactory to Lessee) and hold Lessee and its officers, employees,
contractors, and agents harmless from any claims, judgments, damages, penalties,
fines, expenses, liabilities or losses arising during or after the lease term
out of or in any way relating to a breach of the environmental warranties made
by Lessor above or to the presence, release or disposal of Toxic or Hazardous
Substances on or from the Demised Premises except where such presence, release
or disposal results from any act or omission of Lessee during its occupancy of
the Demised Premises. Such indemnity shall include, without limitation, costs
incurred in connection with:
(i) the presence or suspected presence of Toxic or Hazardous
Substances in the soil, groundwater or soil vapor on or under the
Demised Premises before Lessee occupies the Demised Premises or the
Lease Term commences;
(ii) the presence or suspected presence of Toxic or Hazardous
Substances on or under the Demised Premises as a result of any
discharge, dumping, spilling (accidental or otherwise) onto the Demised
Premises during Lessee's occupancy of the Demised Premises or after the
lease term commences by Lessor.
The indemnification provided by this section shall also specifically
cover, without limitation, costs incurred in connection with any investigation
of site conditions or any cleanup,
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remedial removal or restoration work required in either event by any federal,
state or local governmental agency or political subdivision or by court order
because of the presence or suspected presence of Toxic or Hazardous Substances
in the soil, groundwater, or soil vapor on or under the Demised Premises, for
which Lessor is responsible as provided above. Such costs may include , but not
be limited to, response costs incurred as a result of the order of a court or
governmental agency and related attorneys fees, consultants fees, and expert
fees.
The foregoing environmental indemnity shall survive the expiration or
earlier termination of this Lease and/or any transfer of all or any portion of
the Demised Premises, or of any interest in this Lease.
(b) Lessee's Indemnity Lessee agrees to indemnify, defend (with counsel
satisfactory to Lessor) and hold Lessor and its officers, employees,
contractors, and agents harmless from any claims, judgments, damages, penalties,
fines, expenses, liabilities or losses arising during or after the lease term
out of or in any way relating to the presence, release or disposal of Toxic or
Hazardous Substances on or from the Demised Premises where such presence,
release or disposal results from any act or omission of Lessee during its
occupancy of the Demised Premises. Such indemnity shall, without limitation,
include costs incurred in connection with:
(i) the presence or suspected presence of Toxic or Hazardous
Substances in the soil, groundwater or soil vapor on or under the
Demised Premises resulting from any act or omission of Lessee;
(ii) the presence or suspected presence of Toxic or Hazardous
Substances on or under the Demised Premises as a result of any
discharge, dumping, spilling (accidental or otherwise) onto the Demised
Premises by Lessee during Lessee's occupance of the Demised Premises or
after the lease term commences.
The indemnification provided by this section shall also specifically
cover, without limitation, costs incurred in connection with any investigation
of site conditions or any cleanup, remedial removal or restoration work required
in either event by any federal, state or local governmental agency or political
subdivision or by court order because of the presence or suspected presence of
Toxic or Hazardous Substances in the soil, groundwater, or soil vapor on or
under the Demised Premises, for which Lessee is responsible as provided above.
Such costs may include, but not be limited to, response costs incurred as a
result of the order of a court or governmental agency and related attorneys
fees, consultants fees, and expert fees.
The foregoing environmental indemnity shall survive the expiration or
earlier termination of this lease and/or any transfer of all or any portion of
the Demised Premises, or of any interest in this lease.
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ARTICLE VI
EMINENT DOMAIN
Section 6.01 - Eminent Domain. If more than twenty-five percent (25%)
of the land area of the Demised Premises is taken under the power of eminent
domain (including any conveyance made in lieu thereof), and such taking shall
make the operation of Lessee's business on the Demised Premises impractical,
then Lessee shall have the right to terminate this lease by giving Lessor
written notice of such termination within thirty (30) days after such taking or
condemnation. If Lessee does not so elect to terminate this lease, the rental to
be paid by Lessee hereunder shall be equitably reduced in proportion to Lessee's
loss of the use of the Demised Premises. Any award or awards payable on account
of any taking or condemnation of all or part of the Demised Premises shall be
payable to Lessor.
ARTICLE VII
DEFAULT
Section 7.01 - Termination of Lease. Upon occurrence of any default,
Lessor may, at its option, in addition to any other remedy or right given
hereunder or by law,
(a) terminate and cancel this lease at any time after the expiration of
thirty (30) days from the giving of notice of default to the party in
default, but only if the party in default has not remedied such default
within the said thirty (30) days or if the party in default has not
commenced such act or acts as shall be necessary to remedy the default
and shall complete such act or acts promptly; or
(b) terminate this lease for the nonpayment of rent at any time after
the expiration of ten (10) days following written notice to Lessee of
nonpayment of such rent (provided each default has not been cured); and
(c) any termination of this lease under sub-paragraphs (a) and (b) of
this Section 7.01 shall not prejudice Lessor's right to prosecute any
other remedy which it may have for a breach of this lease or default
hereunder.
Section 7.02 - Event of Default Defined. Each of the following shall be
deemed an event of default:
(a) Default in the payment of rent or other payments hereunder where
such default has not been cured within 10 days of written notice of
such default;
(b) If Lessee shall default in the performance or observance of any
other covenant or condition of this lease by the Lessee to be performed
or observed and such default has not been cured within 30 days written
notice of such default;
(c) The filing or execution or occurrence of
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(1) A petition in bankruptcy by or against the Lessee which
remains undischarged for 60 days after filing;
(2) A petition or answer against Lessee seeking a
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or other relief of the same or
different kind under any provision of the Bankruptcy Act;
(3) Adjudication of Lessee as a bankrupt or insolvent or
insolvency in the bankruptcy or equity sense;
(4) An assignment by Lessee for the benefit of creditors,
whether by trust mortgage or otherwise;
(5) A petition or other proceeding by or against the Lessee
for, or the appointment of, a trustee, receiver, guardian,
conservator or liquidator of Lessee with respect to all or
substantially all of its property;
(6) A petition or other proceeding by or against the Lessee
for its dissolution or liquidation, or the taking of
possession of the property of the Lessee by any governmental
authority in connection with dissolution or liquidation; or
(7) The taking by any person of the leasehold created hereby
or part thereof upon execution, attachment or other process of
law or equity (except pursuant to a valid assignment or
sublease pursuant to Article VIII).
Section 7.03 - Repossession. Upon termination of this lease as
hereinabove provided, or pursuant to statute, or by summary proceedings or
otherwise, the Lessor may enter forthwith without further demand or notice upon
any part of the Demised Premises, if it has not theretofore done so, and resume
possession either by summary proceedings, or by action at law or in equity or by
entry or otherwise as the Lessor may determine, and shall not be liable in
trespass or for any damages to Lessee or any other person. In no event shall
such re-entry or resumption of possession or reletting as hereafter provided be
deemed to be an acceptance or surrender of this lease or a waiver of the rights
or remedies of Lessor hereunder.
Section 7.04 - Reletting. Upon termination of this lease in any manner
above provided, the Lessor shall use reasonable efforts to relet the Demised
Premises.
Section 7.05 - Lessor's Right to Cure Default of Lessee. If Lessee
shall be in default in any of the terms or provisions of this lease, other than
the payment of rental, Lessor may, after thirty (30) days written notice to
Lessee, immediately or at any time thereafter, without being required to give
notice, perform the same for the account of Lessee and at the cost and expense
of Lessee, and Lessee shall pay to Lessor on demand any amount properly paid by
Lessor including reasonable attorney fees for such purpose, with interest
thereon at the rate of ten percent (10%) per annum plus an additional service
fee of two percent (2%) from the date of payment thereof by Lessor.
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Section 7.06 - Non-Exclusive Effect. The default provisions in this
Article VII shall not operate to exclude, override or limit any other right or
remedy provided in this lease, but shall be read in conjunction with the other
provisions hereof as supplementary thereto, and any election by the party for
whose benefit a particular provision operates, as communicated in any notice to
the other party, shall be conclusive as to the provision under which the former
is proceeding. Unless otherwise specified in such notice, however, any such
election shall not act as a waiver of the right to proceed under any other
provision at any other time with respect to the same or any other breach,
default, omission or failure of performance which may be the subject of the
election.
ARTICLE VIII
ASSIGNMENT, SUBLETTING, ATTORNMENT
Section 8.01 - Assignment. This lease may be assigned only with the
written consent of the Lessor which will not be unreasonably withheld.
Section 8.02 - Subletting. Lessee shall not sublet the Demised Premises
or any part thereof without the express written consent of the Lessor which will
not be unreasonably withheld.
Section 8.03 - Assignment by Lessor. Lessor may, from time to time,
without further consent of Lessee, assign Lessor's interest in this lease,
either in whole or in part, to any bank, insurance company, or other established
lending institution, but only subject to the rights of Lessee under this lease
and only while the Lessee is not in default.
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ARTICLE IX
TRANSFER OF LESSOR'S INTEREST
Section 9.01 - Transfer of Lessor's Interest. In the event of the sale,
assignment or transfer by Lessor of its interest in the Demised Premises or in
this lease (other than a collateral assignment to secure a debt of Lessor) to a
successor in interest who expressly assumes the obligations of Lessor hereunder,
Lessor shall thereupon be released or discharged from all of its covenants and
obligations hereunder, except such obligations as shall have accrued prior to
any such sale, assignment or transfer; and Lessee agrees to look solely to such
successor in interest of Lessor for performance of such obligations. Lessor's
assignment of the lease or of any or all of its rights herein shall in no manner
affect Lessee's obligations hereunder. Lessee shall thereafter attorn and look
to such assignee, as Lessor, provided Lessee has first received written notice
of such assignment of Lessor's interest.
ARTICLE X
SUPPLEMENTARY AGREEMENT
Section 10.01 - Agreement as to Modification. Lessee agrees at any time
and from time to time upon not less than ten (10) days prior written request by
Lessor, to execute, acknowledge and deliver to Lessor, and Lessor agrees at any
time and from time to time, upon not less than ten (10) days prior written
request by Lessee, to execute, acknowledge and deliver to Lessee a statement in
writing certifying that this lease is unmodified and in full force and effect
(or if there have been mutually agreed upon modifications that the same is in
full force and effect, as modified, and stating the modifications), and the
dates to which the fixed rent and other charges have been paid in advance, if
any, and whether or not there is any existing default, other than on any
existing mortgage, by Lessee with respect to any sums of money required to be
paid by Lessee under the terms of this lease, or notice of default served by
Lessor, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective purchaser of the fee or
leasehold estate or by any prospective or existing mortgagee or assignee of any
mortgage upon the leasehold estate, or by any prospective assignee or subtenant
of the leasehold estate. If any such certification by Lessor shall allege
non-performance by Lessee, the nature and extent of such non-performance shall,
insofar as actually known by Lessor, be summarized therein. In the event that
either party shall fail to execute, acknowledge and deliver to the other each
statement prior to the expiration of said ten (10) day period, it shall be
conclusively presumed a certification that this lease is unmodified and in full
force and effect, that all rental has been paid to date and that there is no
existing default.
Section 10.02 - Acknowledgment of Rent. The Lessor within ten (10)
days, upon request of the Lessee or any holder of a mortgage on the fee or
leasehold interest herein demised, will furnish a written statement duly
acknowledging the amount of rent and additional rent due, if any.
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Section 10.03 - Easements. Lessor covenants and agrees that it will
execute any and all instruments that may be required of the Lessor in connection
with the granting of easements for installation of water, gas, steam,
electricity, telephone, sewage and storm drainage of the various utility
companies affecting any street, opened or proposed, on any part of the Demised
Premises.
Section 10.04 - Notice of Default. Wherever in this lease the Lessor is
given the right to pay any sum of money or perform any act which, by the terms
of this lease, are to be performed by the Lessee, Lessor agrees that it will not
so pay or perform until it has given Lessee thirty (30) days written notice of
its intent so to do and the Lessee at the expiration of such thirty (30) day
period has not made such payment or commenced and is diligently prosecuting such
performance; provided, however, that such period shall not exceed any other
period of notification specifically set forth herein relating to specific acts
of the parties hereto, it being specifically understood that this thirty (30)
day period notice shall not control or override the other notice requirements
specifically set forth in the lease agreement.
ARTICLE XI
NOTICES
Any and all notices by the Lessor to the Lessee, or by the Lessee to
the Lessor, shall be in writing and by registered or certified mail addressed to
the respective addresses below stated:
To the Lessor by Communication addressed to:
Condor Properties of Miami, Inc.
Attn: Xxx Xxxxxx
0000 XX 00 Xxxxxx
Xxxxx, Xxxxxxx 00000
With a Copy to:
Xxxxxxxxxxx X. Xxxxx
Xxxxx, Xxxxxxx & Xxxxx, P.A.
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, XX 00000
To the Lessee by Communication addressed to:
AAS Landing Gear Services, Inc.
Attn: Xxxx X. Xxxxx
P. O. Xxx 0000
Xxxxxxxxx, XX 00000
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With a Copy to:
Xxxxx X. Xxxx
Xxxx, Layton, Kersh, Solomon,
Sigmon, Xxxx & Xxxxx, P.A.
Xxxx Xxxxxx Xxx 0000
Xxxxxxxx, XX 00000-0000
Rent shall be payable by check sent by ordinary mail to the Lessor at the above
address for notices.
ARTICLE XII
VALIDITY OF PROVISIONS
If any clause or provision herein contained shall be adjudged invalid,
the same shall not affect the validity of any other clause or provision of this
lease or constitute any cause of action in favor of either party as against the
other, unless the same shall prevent the operation upon the Demised Premises of
the use now contemplated by the parties.
The Lessor and the Lessee hereto agree to execute and deliver upon
notice as set forth elsewhere in this lease, any and all instruments in writing
necessary to carry out any terms, conditions, covenants or assurances in this
lease.
ARTICLE XIII
BINDING ON HEIRS
It is further covenanted and agreed, by and between the Lessor and the
Lessee, that all the covenants, agreements, provisions, conditions and
undertakings in this lease contained shall extend to and be binding upon the
heirs, executors, successors, and permitted assigns of the respective Lessor and
Lessee hereto, and the same as if they were in every case named and expressed,
and shall be construed as covenants running with the land; and that wherever in
this lease reference is made to either the Lessor or the Lessee hereto, it shall
be held to include and apply to (wherever and whenever applicable) also the
heirs, executors, successor, personal or legal representatives, and permitted
assigns of each Lessor or Lessee, and same as if in each and every case so
expressed.
ARTICLE XIV
HOLDING OVER
If Lessee shall hold over after the expiration of the term of this
lease, or any extension thereof, such tenancy shall be from month to month only
and upon all the terms, covenants and conditions hereof.
14
ARTICLE XV
EXTENSION OF TIME
It is covenanted and agreed by and between the Lessor and the Lessee
that the time or times herein specified within which the Lessee or Lessor is
required to perform any act or to do anything in order to comply with the terms
and provisions of this lease except for the obligation to pay rent or other sums
coming due, shall be, and they are each hereby, extended to the extent that the
Lessee or Lessor is actually and in good faith delayed or hindered by strikes,
lockouts, force majeure, the elements, or other causes or conditions beyond
Lessee's or Lessor's control.
ARTICLE XVI
SURRENDER OF PREMISES
The Lessee shall surrender and deliver up the Demised Premises, in as
good condition as when received, reasonable and ordinary wear and tear excepted.
ARTICLE XVII
INSPECTION AND ACCESS TO DEMISED PREMISES
The Lessor shall have access to the Demised Premises at reasonable
hours for inspection. Lessor's inspection shall be on a reasonable interval and
upon reasonable notice to the Lessee. Lessor shall have access to the Demised
Premises so that Lessor may enter other parts of the building (i.e. Section B
and Section C). Since the driveway is a common driveway used by all tenants of
the building, Lessee shall not do anything whatsoever to prevent other tenants
access to the driveway.
ARTICLE XVIII
ATTORNEYS' FEES
In the event it is necessary for either Lessor or Lessee to commence
legal action against the other on account of a default or violation of any of
the terms or conditions of this lease, by the other, the party prevailing in
such action shall be entitled to recover, in addition to any other relief
granted, attorneys' fees in an amount which the Court may determine to be
reasonable.
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ARTICLE XIX
CONSTRUCTION AND INTERPRETATION
The titles, headings or catch lines preceding the Articles of this
lease agreement are for the purpose of easy reference and shall not be
considered a part of this agreement. Further, this lease agreement is made and
executed in the State of Florida and shall be construed, interpreted, and
enforced pursuant to the laws of the State of Florida.
ARTICLE XX
SHORT FORM LEASE
Lessor or Lessee shall have the right to require of the other party
that a short form lease be executed at the time of the execution of this lease
instrument, or thereafter upon request at Lessee's sole expense said short form
lease to be for recording purposes only.
ARTICLE XXI
WAIVER
No waiver of a breach of any of the agreements or provisions contained
in this lease shall be construed to be a waiver of any subsequent breach of the
same or of any other provisions in the lease.
ARTICLE XXII
REQUEST TO SIGN LANDLORD WAIVER
Lessor agrees to any reasonable request to execute a landlord waiver in
favor of any lending institution of Lessee.
ARTICLE XXIII
COMPLETE AGREEMENT
This instrument contains the complete agreement of the parties
regarding the terms and conditions of the lease of the Demised Premises and
there are no oral or written conditions, terms, understanding of other
agreements pertaining thereto which have not been incorporated herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.
LESSOR:
ATTEST: CONDOR PROPERTIES OF MIAMI II, INC.
____________________________ By /s/ Xxx Xxxxx
-----------------------------
[SEAL]
LESSEE:
ATTEST: AAS LANDING GEAR SERVICES, INC.
____________________________ By /s/ Xxxx Xxxxx
-----------------------------
16
STATE OF FLORIDA
COUNTY OF ______________
I, ____________, Notary Public, do hereby certify that ______________,
personally appeared before me this day, who being by me duly sworn, says that he
is the _______ President of CONDOR PROPERTIES OF MIAMI II, INC., a corporation,
and that the seal affixed to the foregoing instrument in writing is the
corporate seal of the corporation, and that said writing was signed by him, in
behalf of the said corporation, by its authority duly given; and the said
_______________, acknowledged the said writing to be the act and deed of said
corporation.
WITNESS, my hand and notarial seal, this _____ day of ______________,
1999.
____________________
Notary Public
My Commission Expires:
______________________
STATE OF NORTH CAROLINA
COUNTY OF ______________
I, ____________, Notary Public, do hereby certify that ______________,
personally appeared before me this day, who being by me duly sworn, says that he
is the _______President of AAS LANDING GEAR SERVICES, INC., a corporation, and
that the seal affixed to the foregoing instrument in writing is the corporate
seal of the corporation, and that said writing was signed by him, in behalf of
the said corporation, by its authority duly given; and the said _______________,
acknowledged the said writing to be the act and deed of said corporation.
WITNESS, my hand and notarial seal, this _____ day of _______, 1999.
____________________
Notary Public
My Commission Expires:
______________________
17
EXHIBIT A
RE: SECTION 1.01, LEASE OF REAL PROPERTY EFFECTIVE THE 17TH DAY OF DECEMBER,
1998, BETWEEN AND AMONG CONDOR PROPERTIES OF MIAMI II, INC. AND AAS LANDING GEAR
SERVICES, INC.
Description of Demised Premises
18
DRAWN BY AND RETURN TO: Xxxxx X. Xxxx
P. O. Box 2636
Gastonia, NC 28053
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE, made as of the 17th day of December, 1998, by
and between CONDOR PROPERTIES OF MIAMI II, INC. (hereinafter called "Lessor")
and AAS LANDING GEAR SERVICES, INC. (hereinafter called "Lessee");
W I T N E S S E T H:
WHEREAS, Lessor has heretofore leased to Lessee certain premises
hereinafter described by Lease effective December 17, 1998; and
WHEREAS, said Lease provides in Article XXI for the recordation of a
short form of said Lease setting forth the legal description of the property
leased and the terms of such lease; and
WHEREAS, the parties hereto desire to execute this Memorandum of Lease
in full compliance with the said Article XXI of said Lease.
NOW, THEREFORE, in consideration of the premises, the sum of One Dollar
in hand paid, receipt of which is hereby acknowledged, and the mutual covenants
herein contained and contained in the aforesaid Lease, the parties agree as
follows:
1. Description of Demised Premises. That property subject to the
aforesaid Lease is that certain real property described on Exhibit "A" attached
hereto and incorporated by reference.
2. Term and Renewal Option. The initial term of the Lease is ten (10)
years from the date of said Lease (the "Term").
3. Ratification. All of the terms, provisions and conditions and every
clause contained in said Lease dated December 17, 1998, including those referred
to in this Memorandum of Lease, are hereby ratified and confirmed, and the same
remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Lease as of the day and year first above written.
LESSOR:
CONDOR PROPERTIES OF MIAMI II, INC.
By /s/ Xxx Angeau
-----------------------------
ATTEST:
_________________
[SEAL]
LESSEE:
AAS LANDING GEAR SERVICES, INC.
By /s/ Xxxx Xxxxx
-----------------------------
ATTEST:
_________________
Secretary
[SEAL]
20
STATE OF FLORIDA
COUNTY OF ________________
I, _______, Notary Public, do hereby certify that _______, personally
appeared before me this day, who being by me duly sworn, says that he is the
____ President of CONDOR PROPERTIES OF MIAMI II, INC., a corporation and that
the seal affixed to the foregoing instrument in writing is the corporate seal of
the corporation, and that said writing was signed by him, in behalf of the said
corporation, by its authority duly given; and the said _______, acknowledged the
said writing to be the act and deed of said corporation.
WITNESS, my hand and notarial seal, this ___ day of ____________, 1999.
_______________________
Notary Public
My Commission Expires:______________
STATE OF NORTH CAROLINA
COUNTY OF ________________
I, _______, Notary Public, do hereby certify that _______, personally
appeared before me this day, who being by me duly sworn, says that he is the
____ President of AAS LANDING GEAR SERVICES, INC., a corporation and that the
seal affixed to the foregoing instrument in writing is the corporate seal of the
corporation, and that said writing was signed by him, in behalf of the said
corporation, by its authority duly given; and the said _______, acknowledged the
said writing to be the act and deed of said corporation.
WITNESS, my hand and notarial seal, this ___ day of ____________, 1999.
_______________________
Notary Public
My Commission Expires:______________
21
EXHIBIT A
