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EXHIBIT 99.4
COMMERCIAL LEASE June 30,1999
LEASE, between Xxxx & Xxxxxx Xxxxxxx, residing at 0000 XXXXXXXX
XXXXXXX, as "Landlord" and WIN SYSTEMS INC., residing at 48 18 CORONADO
PARKWAY, SUITES, as follows; all of l, 2, 3, 4, 5, 6, 9, l0, 11, 12,
l2A, half of 15, all of 16, 18, 19 & 20 as "Tenant."
1. PREMISES, TERM AND USE - Landlord agrees to lease to Tenant
space known as SUITES, all of 1, 2, 3, 4, 5, 6, 9, 10, 11, 12, 12A,
half of 15, all of 16, 18, 19 & 20 and more particularly described on
the plan annexed to and made part of this Lease in the building located
at 0000 XXXXXXXX XXXXXXX in the City of CAPE CORAL, County of XXX,
State of FLORIDA (the "Promises"), for a term of THREE, years] OR [36
months) WITH FIVE, TWO YEAR OPTIONS, beginning on SEPTEMBER 1, 1999 and
ending on OCTOBER 31, 2002, for use end occupancy as a BUSINESS OFFICE.
2. RENT - Tenant shall pay the annual rental of SIXTY NINE
THOUSAND SIX HUNDRED SIXTY FOUR Dollars ($69,664.00) plus C.A.M. Paid
in equal monthly installments of $5,805.34 (plus applicable sales tax)
in advance on the 1ST day of each and every month during the term of
this Lease.
3. SECURITY - Tenant has deposited with Landlord $0.00 (AT THIS
TIME) as security for the faithful performance by Tenant of all the
terms covenants and conditions of this Lease on Tenant's part to be
performed. Provided Tenant has fully and faithfully carried out all of
said terms, covenants and conditions on Tenant's part to be performed,
this security deposit shall be returned to Tenant after the expiration
of this Lease [without] interest.
(A) In the event of a bona fide sale, said lease will be null
and void. Landlord, upon notice to Tenant of such sale and/or
assignment shall give tenant a 60-day notice to vacate premise.
Should new buyer elect to keep tenant, Landlord shall have the
right to transfer the security to the buyer for the benefit of
Tenant. Landlord, upon notice to Tenant of such sale and
assignment of the security deposit to the buyer, shall be released
from all liability for the return of such security. Tenant agrees
to look solely to the new Landlord for the return of the said
security, and it is agreed that this shall apply to subsequent
transfer or assignment of the security to any new Landlord.
(B) The security deposited under this Lease shall not be
mortgaged, assigned or encumbered by the Tenant without the
written consent of the Landlord.
(C) Landlord has the right to terminate said lease for any
and all substantial remodeling and or repairs needed.
4. CARE OF PREMISES, ALTERATIONS, ETC. - Tenant shall take good
care of the Premises and any fixtures which are and shall remain the
property of the Landlord which may be located or situated on, in or
made a part of the Premises and shall, at Tenant's own cost and expense
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make all repairs to the Premises and fixtures other than structural
repairs. At the end of the term of this Lease, Tenant shall deliver the
Premises in good order and condition, damages by the elements excepted.
(A) The Tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements
of any governmental or quasi-governmental authority, including
departments, bureaus and the like, having jurisdiction applicable
to the Premises, for the correction, prevention, and abatement of
violations, nuisances or other grievances, in, upon, or connected
with the Premises during the term of this Lease, at the Tenants
own cost and expense.
(B) Tenant's, Tenant's successors, heirs, executors or
administrators shall not make any alterations to the Premises
without the Landlord's consent in writing; or occupy, or permit or
suffer the same to be occupied for any business or purpose deemed
disreputable or extra-hazardous on account of fire, under the
penalty of damages and forfeiture, and in the event of a breach
thereof, the term herein shall immediately cease and terminate at
the option of the Landlord as if it were the expiration of the
original term.
(C) Tenant will not do anything in or to the Premises, or
bring anything into the Premises, or permit anything to be done or
brought into or kept in the Premises, which will in any way
increase the rate of fire insurance on said Premises, nor use the
Premises or any part thereof, nor allow or permit its use for any
business or purpose which would cause an increase in the rate of
fire insurance on said building, and the Tenant agrees to pay as
additional rent the cost of any increase in fire insurance on
demand by Landlord.
(D) Tenant shall not encumber or obstruct the sidewalk in
front of, entrance to, or halls and stairs of said Premises, nor
allow the same to be obstructed or encumbered in any manner.
(E) Landlord is exempt from any and all liability for any
damage or injury to person or property caused by or resulting from
steam, electricity, gas, water, rain, ice or snow, or any leak or
flow from or into any part of said building or from any damage or
injury caused by or due to the negligence of the Landlord.
5. NO ABATEMENT OF RENT OR ADDITIONAL RENT - Landlord shall not be
liable for failure to give possession of the Premises upon commencement
date by reason of the fact that the Premises are not ready for
occupancy or because a prior tenant or any other person is wrongfully
holding over or is in wrongful possession, or for any other reason. The
rent shall not commence until possession is given or is available, but
the term herein shall not be extended.
(A) This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements
hereunder on part of Tenant to be performed shall in no way be
affected, impaired or excused because Landlord is unable to supply
or is delayed in supplying any service expressly or implied to be
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supplied or is unable to make, or is delayed in making any
repairs, additions, alterations or decorations or is unable to
supply or is delayed in supplying any equipment or fixtures if
Landlord is prevented or delayed from so doing by reasons of
government preemption in connection with a National Emergency or
in connection with any rule, order or regulation of any department
or subdivision thereof of any governmental agency or by reason of
the conditions of supply and demand which have been or are
affected by war or other emergency.
(B) No diminution or abatement of rent or other compensation,
shall be claimed or allowed for inconvenience or discomfort
arising form the making of repairs or improvements to the building
or to its appliances, nor for any space taken to comply with any
law, ordinance or order of a government authority. In respect to
the various "services" if any, herein expressly or implied agreed
to be furnished by Landlord to Tenant, it is agreed that there
shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such "service"
when such interruption or curtailment shall be due to accident,
alteration or repairs desirable or necessary to be made or to
inability or difficulty in securing supplies or labor for the
maintenance of such "service" or to some other cause, nor gross
negligence on the part of Landlord. No such interruption or
curtailment of any such "service" shall be deemed a constructive
eviction. Landlord shall not be required to furnish, and Tenant
shall not be entitled to receive any "services" during any period
when Tenant shall be in default in respect to the payment of rent.
Neither shall there be any abatement or diminution of rent because
of making of repairs, improvements or decorations to the Premises
after the date above fixed for the commencement of the term, it
being understood that rent shall, in any event, commence to run at
such date so above fixed.
6. REAL ESTATE TAXES - $10,000.00 Tenant acknowledges that the
Premises comprise approximately $500.00 per unit of the building and
which shall be defined as "Tenant's share." In the event that real
estate taxes due and owing by Landlord for the building shall be
increased above those charges during the base year (which is defined as
the tax or fiscal year used by the governmental authority assessing
such taxes in effect on the commencement date of this Lease), Tenant
agrees to pay as additional rent within thirty (30) days of receipt of
notice from Landlord, an amount equal to such additional real estate
taxes or Tenants share of additional real estate taxes.
7. DAMAGE TO THE PREMISES - Tenant must give Landlord prompt
notice of fire, accident, casualty, damage or dangerous or defective
condition. If the Premises can not be used because of fire or other
casualty, Tenant is not required to pay rent for the time the Premises
are unusable. If part of the Premises can not be used, Tenant must pay
rent for the usable part. Landlord shall have the right to decide,
which part of the Premises is usable. Landlord need only repair the
damaged structural parts of the Premises. Landlord is not required to
repair or replace any equipment, fixtures, furnishings or decorations
unless originally installed by Landlord. Landlord is not responsible
for delays due to settling insurance claims, obtaining estimates, labor
and supply problems or any other cause not fully under Landlord's
control.
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(A) If the fire or other casualty is caused by an act or
neglect of Tenant, Tenant's employees or persons on the Premises
with permission of Tenant, or at the time of the fire or casualty
Tenant is in default in any term of this Lease, then all repairs
will be made at Tenant's expense and Tenant must pay the full rent
with no adjustment. The cost of the repairs will be added to the
rent.
(B) Landlord has the right to demolish or rebuild the
building if there is substantial damage by fire or other casualty.
Landlord may cancel this Lease within 30 days after the
substantial fire or casualty by giving Tenant notice of Landlord's
intention to demolish or rebuild. The Lease will end 30 days after
Landlord's cancellation notice to Tenant Tenant must deliver the
Premises to Landlord on or before the cancellation date in the
notice and pay all rent due to the date of the fire or casualty.
If the lease is cancelled, Landlord is not required to repair the
Premises or building. The cancellation does not release Tenant of
liability in connection with the fire. or casualty.
8. INSPECTION AND ENTRY BY LANDLORD - Tenant agrees that Landlord
and Landlord's agents and other representatives shall have the right to
enter into and upon the Premises, or any part hereof, at all reasonable
hours for the purpose of examining the same, or making such repairs or
alterations therein as may be necessary for the safety and preservation
of the Premises.
(A) Tenant also agrees to permit Landlord or the Landlord's
agents to show the Premises to persons wishing to lease or
purchase the Premises. Tenant further agrees that on and after the
sixth month preceding the expiration of the term of this Lease,
Landlord or Landlords agents shall have the right to place notices
on the front of said Premises, or any part thereof, offering the
Premises "To Let" or "For Sale" and the Tenant agrees to permit
the same to remain thereof without hindrance or molestation.
(B) If the Premises, or any part thereof shall be deserted or
become vacant during the term of this Lease, or if Tenant shall
default in the payment of rent or any part thereof or shall
default in the performance of any of the covenants herein
contained, Landlord or its representatives may re-enter the
Premises by force, summary proceeding or otherwise, and remove all
persons therefrom, without being liable to prosecution therefor,
and Tenant hereby expressly waives the service of any notice in
writing of intention to re-enter, and Tenant shall pay at the same
time as the rent becomes payable under the terms hereof a sum
equivalent to the rent herein, and the Landlord may rent the.
Premises on behalf of the Tenant, reserving the right to rent the
Premises for a longer period of time than fixed in the original
lease without releasing the original Tenant from any liability,
applying any moneys collected, first to the expense of resuming or
obtaining possession, second to restoring the Premises to a rental
condition, and then to the payment of the rent and all other
charges due, and to become due to the Landlord, any surplus to be
paid to the Tenant, who shall remain liable for any deficiency.
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9. GLASS - Landlord may replace, at the expense of Tenant, any and
all broken glass in and about the Premises. Landlord may insure, and
keep insured, all plate glass in the Premises for and in the name of
Landlord. Landlord therefor shall render bills for the premiums to
Tenant at such times as Landlord may elect, and shall be due from and
payable by Tenant when rendered and the amount thereof shall be deemed
additional rental. Damage and injury to the said Premises, caused by
the carelessness, negligence or improper conduct on the part of Tenant
or Tenant's agents or employees shall be repaired as speedily as
possible by Tenant at Tenants own cost and expense.
10. SIGNS - Tenant shall neither place, nor cause nor allow to be
placed, any sign or signs of any kind whatsoever at, in or about the
entrance to said Premises or any part of same, except in or at such
place or places as may be indicated by the Landlord and upon written
consent by Landlord. In the event Landlord or Landlords representatives
shall deem it necessary to remove any such sign in order to paint the
Premises or the building wherein same is situated or make any repairs,
alterations, improvements in or upon the Premises or the building or
any part of the Premises or the building, Landlord shall have the right
to do so, providing any sign be removed and replaced at Landlord's
expense whenever the said repairs, alterations or improvements shall be
completed.
11. INSURANCE - Tenant agrees to maintain in full force and effect
during the term of this Lease, liability insurance insuring Landlord
against any loss or damage sustained or to which Landlord may be
subject by reason of Tenants occupancy and use of the Premised, which
policy shall have the following limits of liability: $1,000,000.00
dollars. Tenant agrees to furnish to Landlord, prior to the effective
date of this Lease, a binder or other such certificate evidencing such
insurance coverage.
(A) Tenant agrees that it will, at its own cost and expense,
keep its furniture, fixtures, equipment, records, and personal
property insured against loss or damage by fire or other peril
normally covered by "extended coverage" endorsements, and shall
deliver to Landlord prior to the effective date of this Lease, a
binder or other such certificate of such insurance coverage.
12. SUBLETTING OR ASSIGNMENT - Neither the Premises nor any
portion of the Premises may not be sublet, nor may this Lease be
assigned without the express written consent of Landlord upon such
terms and conditions as Landlord may require.
13. DEFAULT - If Tenant defaults in fulfilling any of the terms
and conditions of this Lease other than the payment of rent or
additional rent; or if the Premises becomes vacant or deserted; or if
any execution or attachment shall be issued against Tenant or any of
Tenants property located or situated at or on the Premises whereby the
Premises shall be taken or occupied by someone other than Tenant; or if
this Lease shall be rejected under any applicable provision of the
bankruptcy laws; or if Tenant shall fail to take possession within
fifteen (15) days of the commencement of this Lease; and upon Landlord
serving written notice to Tenant specifying the nature of the default
Tenant shall have (30) days from the date of receipt of such notice to
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cure the default (or if such default cannot be cured within such
period, Tenant must diligently and in good faith proceed to cure the
default). If Tenant shall have failed to cure or proceed to cure the
default within such period. Landlord may serve a seven (7) day notice
of cancellation of this Lease upon Tenant and upon the expiration of
the cancellation period this Lease shall terminate and expire and
Tenant shall quit and surrender the Premises to Landlord but Tenant
shall remain liable as provided in this Lease.
(A) If after default in payment of rent or violation of any
other provision of this Lease, or upon the expiration of this
Lease, Tenant moves out or is dispossessed and fail to remove any
trade fixtures or other property prior to such said default,
removal, expiration of Lease, or prior to the issuance of the
final order or execution of the warrant, then and in that event,
the said fixtures and property shall be deemed abandoned by the
said Tenant and shall become the property of Landlord.
14. NO WAIVER BY LANDLORD - The failure of Landlord to insist upon
a strict performance of any of the terms, conditions and covenants
herein shall not be deemed a waiver of any rights or remedies that
Landlord may have, and shall not be deemed a waiver of any subsequent
breach or default in the terms, conditions and covenants herein
contained. This instrument may not be changed, modified, discharged or
terminated orally.
15. LEASE NOT A LIEN - This Lease shall not be a lien against the
Premises in respect to any mortgage that may now or in the fixture be
placed against said Premises, and that the recording of such mortgage
or mortgages shall have preference and precedence and be superior and
prior in lien of this Lease, irrespective of the date of recording, and
the Tenant agrees to execute without cost any such instrument which may
be deemed necessary or desirable to further effect the subordination of
this Lease to any such mortgages, and a refusal to execute such
instrument shall entitle the Landlord, or the Landlord's assigns and
legal representative to the option of canceling this Lease without
incurring any expenses or damages and the term hereby granted is
expressly limited accordingly.
16. QUIET POSSESSION - Landlord covenants that Tenant, on paying
the rent and additional rent, and faithfully performing the covenants
required or imposed upon Tenant, shall and may peacefully and quietly
have, hold and enjoy the Premises for the term of this Lease, provided
however, that this covenant shall be conditioned upon the retention of
title to the Premises by the Landlord.
17. BINDING EFFECT - It is mutually understood and agreed that the
covenants and agreements contained in this Lease shall be binding upon
the parties hereto and upon their respective successors, heirs,
executors and administrators.
IN WITNESS WHEREOF, the parties have set their hand and seal this
30th day of JUNE, 1999.
XXXX OR XXXXXX XXXXXXX WIN SYSTEMS, INC
BY /s/ Xxxxxx Xxxxxxx BY: /s/ Xxxxx X. Xxxxxxxx
(Landlord) Xxxxx X. Xxxxxxxx
