EXHIBIT 10.03
LINKS ASSOCIATES, LTD., LEASE
THIS LEASE Agreement made and entered into this [30TH] day of April, 1999,
by and between Links Associates, Ltd., a Florida Limited Partnership,
hereinafter referred to as LANDLORD, address of which is 000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxx, 00000, it's successors and assigns; and Golf Innovations
Corporation hereinafter referred to as TENANT, address of which is 0000 Xxxxxx
(0xx) Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000.
1. PREMISES
In consideration of the rents and covenants herein stipulated to be paid
and performed by Tenant and upon the terms and conditions herein specified,
Tenant takes from Landlord the following described premises (the PREMISES):
Approximately 2,017 square feet of Gross Rentable Area, as such term is
defined below, located on the 2nd floor, known as Suite 204 located at 00 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000, as shown on exhibit A, attached hereto
and made a part hereof, (The Property). Total gross rentable area is deemed to
be approximately 2,017 square feet. The usable area is deemed to be 1500 square
feet. The actual figures will be generated by the Landlord's architect, Xxxx
Xxxx, and the actual figures will be substituted in place of the approximations,
once the actual figures are obtained from the architect, these base figures will
be the final figures, and not subject to any further review or change.
(a) ADDITIONAL RENT: all amounts which this Lease requires Tenant to pay
in addition to Base Monthly Rent.
(b) BUILDING: Entire building that the premises is contained in Square
footage of building is estimated to be 22,055 square feet.
(c) BUILDING/PROJECT COMMON AREA EXPENSES: An amount of money equal to the
product obtained by multiplying the Common Area Operating Expenses by a
fraction, the numerator of which is the rentable area of the premises and the
denominator of which is the rentable area of the Project.
(d) BUILDING/PROJECT OPERATING EXPENSES: Any and all reasonable and
customary costs and expenses paid or incurred by Landlord in the operation,
maintenance, servicing and management of the Building, including without
limiting the generality of the foregoing, all utilities and water and sewer
charges, grounds maintenance, air conditioning repair and maintenance,
telephone, security, pest control, building cleaning, painting, supplies,
maintaining, repairing and replacing the building, roof and building systems
equipment, parking lot maintenance and resurfacing, rent loss insurance,
management fees, professional fees and expenses, administration expenses,
insurance, personal property taxes, real estate taxes, garbage and trash
collection and such other miscellaneous items as Landlord may determine to be
necessary, including a contingency charge.
(e) COMMON AREA: All those interior and exterior portions of the Project
as may be designated from time to time by Landlord for use in common by Tenants
of tile Project and their employees, guests, customers or prospective customers,
agents or invitees.
(f) COMMON AREA OPERATING EXPENSES: Any and all reasonable customary costs
and expenses paid or incurred by Landlord in the operation, maintenance,
servicing and management of the Common Area, including, without limiting the
generality of the foregoing, utilities and water and sewer charges, grounds
maintenance, air conditioning repair and maintenance, telephone, security, pest
control, building cleaning, painting, supplies, maintaining, repairing and
replacing the building, roof and building systems equipment, parking lot
maintenance and resurfacing, rent loss insurance, management fees, professional
fees and expenses, administration expenses, insurance, personal property taxes,
real estate taxes assessed against the common areas of the project, garbage and
trash collection and such other miscellaneous items as Landlord may determine to
be necessary, including a contingency charge.
(g) LEASE: This office Lease (including Rider and Exhibits) as it may be
amended from time to time.
(h) LEASE YEAR: A period of twelve ( 12) consecutive calendar months,
measured from the Commencement Date, or the anniversary thereof: except that if
the Commencement Date does not occur on the first day of a month, then the
period of twelve ( 12) consecutive months measured from the first day (or the
anniversary thereof) of the first full month immediately following the
Commencement Date.
(i) PROJECT: The land and rights with all improvements located thereon.
(j) RENT: The Base Rent and Additional Rent.
(k) TAX YEAR: Means the twelve-month period commencing on January I
immediately proceeding the Commencement Date and each twelve-month period
thereafter during the Lease Term, or if the appropriate governmental tax fiscal
period shall begin on any date other than January 1, such other date.
(l) TENANT'S PERCENTAGE SHARE: Shall be determined from time to time by
Landlord by dividing the Rentable Area of the Premises by the Rentable Area of
the project.
2. USE
Tenant may use the Premises for the operation of a business office or
other purpose Landlord may approve in writing, in advance, but for no other
purpose. Landlord reserves the right to approve or deny any other use, to be
determined in Landlord's sole discretion. Tenant shall, at all times, conduct
its business in a high grade and reputable manner and in conformity with all
applicable state, municipal or other regulatory body having jurisdiction over
the Tenant, and shall not commit waste or create a nuisance on the Premises.
Tenant will conform to the Declaration of Condominium, as well as any rules and
regulations incident thereto. The Tenant shall operate its business under the
name of Golf Innovations Corporation.
3. TERM
Subject to the terms, covenants, agreements and conditions contained
herein, Tenant shall have and hold the Premises for a term of five (5) years,
commencing on July 1, 1999 and terminating June 30, 2004. Except as noted below
- should the commencement date be other than July 1, 1999, then the termination
date shall be changed by an equal amount of time to reflect a 5 year term. There
shall be no delay in the commencement of the term of this Lease or payment of
Rent as provided where Tenant fails to occupy the Premises when same are
substantially complete and available for Tenant's use. The term shall commence
on the earliest of the following dates (hereinafter the "commencement date"):
(a) Sixty (60) days after the Landlord and Tenant execute this Lease.
(b) The day that the Landlord obtains a certificate of occupancy for the
premises.
(c) July 1, 1999
4 BASE RENT
Tenant covenants to pay Land lord Base Rent, as that term is defined in
this Section 4, which is due and payable upon Tenant's execution of this Lease
as follows; the Base Rent shall be computed at a rate of Thirty-four Thousand
Two Hundred and Eighty-Nine Dollars ($34,289.00) annually equally divided into
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Twelve (12) monthly installments of Two Thousand Five Hundred Eighty-seven
Dollars and 41/100 ($2,857.41). The Base Rent shall be due and payable in
advance of the 1st day of each month, without any offset or deduction, at the
office of Landlord or elsewhere as designated by Landlord's written notice to
Tenant.
A. It is understood that this Lease is a triple net Lease. Tenant is
responsible for its proportionate share of common area maintenance, real estate
taxes and insurance. It is estimated that these expenses will be approximately
Five Hundred Four Dollars and 25/100 ($504.25) per month during the first year
of the Lease. Future adjustments are defined in this Lease Agreement.
B. ALLOCATION OF OPERATING EXPENSES: Tenant shall pay as Additional Rent
Tenant's Percentage Share of Project Operating Expenses and Project Common Area
Expenses. On an annual basis and from time to time, as described herein,
Landlord shall advise Tenant of the estimated Tenant's Percentage Share of
Project Operating Expenses and Project Common Area Expenses for the next
relative period. Tenant shall pay in advance in monthly installments the
estimated Tenant's Percentage Share of Operating Expenses and Common Area
Expenses. Tenant shall also pay Tenant's Percentage Share of adjustments to the
actual Operating Expenses and actual Common Area Expenses on a quarterly or
annual basis (as more fully described below) at Landlord's option.
At any time during the Lease Term, but no later then ten (10) days before
the date a rental payment is due, Landlord may deliver to Tenant a written
estimate of any increase in Tenant's Percentage Share of Operating Expenses and
Common Area Expenses which may be reasonably anticipated pursuant to this
Section 5.1. Tenant shall pay to Landlord the amount of any such estimated
increase in equal monthly installments no later than the first day of each month
for such full or partial calendar year for which the estimate was made.
Statements showing Tenant's Percentage Share of the actual Operating
Expenses and actual Common Area Expenses shall be prepared in reasonable detail
and according to Generally Accepted Accounting Principles. Said statements shall
be known as "Statements of Actual Adjustment". Landlord shall deliver such a
Statement of Actual Adjustment to Tenant within one hundred twenty (120) days
after the end of any calendar year in which additional charges were paid by
Tenant under the provisions of this Section 5.1 or, at the option of Landlord,
within forty-five (45) days after the expiration of each calendar quarter. Any
delays in notifying tenant of such charges shall not waive tenants obligation to
pay any charges due.
Within fifteen (15) days after Landlord delivers to Tenant such Statement
of Actual Adjustment, Tenant shall pay to Landlord the amount of any additional
charges shown as being due and unpaid on such Statement. If such Statement of
Actual Adjustment shows that Tenant paid to Landlord an aggregate amount in
excess of the additional charges due for the preceding calendar year, and Tenant
is not then in default under this Lease, Landlord shall credit the amount of
overpayment against subsequent obligations of Tenant, or shall pay such excess
to Tenant in cash if no further payments are due from Tenant hereunder.
If the Lease Term begins on a day other than the first day of a calendar
year, or if the Lease Term terminated on a day other than the last day of a
calendar year, the amount shown as due by Tenant on the Statement of Actual
Adjustment will reflect a proration based on the proportion that the number of
days this Lease was in effect during such calendar year bears to 360.
REAL ESTATE TAXES
C. As used herein, the term "Taxes" shall mean all real property taxes,
rental sales tax, assessments, general or specific (whether commenced or
completed during the Lease Term), ad valorem or non ad valorem taxes specific or
otherwise levied or imposed by any governmental authority on the land, building
or improvements of the Project, or the furniture, fixtures or equipment used to
operate the Project; and also any tax or excise in addition thereto or in
substitution thereof levied by any governmental authority or in respect of, or
by reason of, ownership or operation of the land, building or improvements of
the Project, and incurred by Landlord; and any water charges and sewer rents
which may be assessed, levied, confirmed or imposed on or in respect of the
land, building or improvements of the Project. Taxes, as the term is used in
this Lease, shall not include income, excess profits, franchise, capital stock,
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inheritance and transfer taxes and license, inspection and permit fees except
that taxes or governmental impositions later imposed, including any taxes or
governmental imposition on gross or net profits, income or revenues of Landlord
from the operation of the land, improvements or building of the Project or from
the Premises or this Lease, in substitution for or of a character substantially
similar to what are presently known as real estate taxes shall be included in
Taxes as defined herein. The real estate taxes in question are those assessed
against the Condominium Unit of which the premises are a part, as well as it
proportionate share of common area.
D. Landlord shall pay all Taxes levied against the Project.
Notwithstanding the foregoing, Tenant shall pay to Landlord as Additional Rent
Tenant's Proportionate Share of Taxes payable by Landlord with respect to the
project. Tenant's Proportionate Share of Taxes shall be determined by
multiplying Taxes by Tenant's proportionate Share ("Tenant's Proportionate Share
of Taxes").
E. Tenant's estimated payments of Tenant's Proportionate Share of Taxes
shall be made monthly at tile time and in the manner provided in this Lease for
the payment of Base Monthly Rent. Landlord shall estimate and determine from
time to time the amount of Tenant's payment of Tenant's Proportionate Share of
Taxes so that, together with other tenants' estimated tax payments, Landlord
will have sufficient funds available to pay all Taxes at least ten (10) days
before such payments would otherwise be due. Promptly after Landlord's receipt
of bills for such Taxes, Landlord shall advise Tenant of the amounts of such
bills, the total of the Taxes, and Tenant's Proportionate Share of such Taxes,
and shall provide to Tenant copies of all such bills for Taxes. Landlord advises
Tenant that Tenant's proportionate Share of Taxes and operating Expenses is
estimated to be approximately $3.00 per rentable square foot of the premises.
The Tenant is paying real estate taxes against its Condominium Unit (second
and/or third floor as the taxing agency may designate from time to time) based
upon the proportion of rentable square footage that the premises bear to the
total second and/or third floor space (as the taxing agency may designate from
time to time). Any delay in notifications regarding herein shall not waive
Tenants obligations to pay any amounts due to Landlord.
If estimated payments made by Tenant for any Tax Year exceed the required
payments as calculated by Landlord for such Tax Year, or if Landlord
successfully contests the Taxes and receives a refund, Landlord shall pay such
excess portion of the refund in cash to Tenant if the Lease Term has ended and
Tenant has no further obligation to Landlord. If Landlord's required payments
for such Tax Year are greater than the estimated payments made by Tenant for
such Tax Year, Tenant shall pay such difference to Landlord within thirty (30)
days after being so advised.
5. ADDITIONAL RENT; SALES TAX
A. All taxes, charges, costs and expenses payable by Tenant hereunder,
together with all interests and penalties that may accrue thereon in the event
Tenant fails to pay those items, and all other damages, costs, expenses and sums
that Landlord may suffer or incur, or that may become due, by reason of any
default of Tenant or failure by Tenant to comply with the terms and conditions
of this Lease shall tee deemed to be additional rent, and shall be due and
payable consistent with the terms for payment of Base Rent. In the event of
nonpayment, Landlord shall have a Landlord's lien herein provided for failure to
pay rent. Common area charges, real estate taxes, and insurance are considered
additional rent. Tenant shall pay its own tangible tax on personal property and
leasehold improvements.
B. All State of Florida sales tax, tax on rentals and any other charge or
tax imposed on the privilege of renting which may be required by law shall be
paid by the Tenant to the Landlord on a monthly basis in addition to the monthly
base rental payments. This amount shall not include taxes based on Landlord's
net income. It is the intention of the parties that the monthly base rent
referenced in Section 4 herein is net rental, and the Landlord shall receive the
same, free from all sales taxes, that are due from Tenant.
6. SECURITY DEPOSIT
Tenant, concurrently with the execution of this Lease, has deposited with
Landlord the sum of Three Thousand Fifty-seven Dollars and 43/100 ($3,057.43),
the receipt of which is hereby acknowledged by Landlord, which sum shall be
retained by Landlord as security for the payment by Tenant of the rents and all
other payments herein agreed to be paid by Tenant and for the faithful
performance by Tenant of the terms, provisions, covenants and conditions of this
Lease. It is agreed that Landlord, at its option, may at the time of any default
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by Tenant under any terms, provisions, covenant or conditions of this Lease
apply the Security Deposit or any part thereof towards the payment of rent and
all other sums payable by Tenant under this Lease and towards the performance of
each and every one of the Tenant's covenants under this Lease. For all sums of
the Security Deposit which are not utilized by Landlord for the purposes set
forth in this Section, Landlord shall return such balance of the Security
Deposit to tenant within thirty (30) days of the expiration of this Lease Term.
Landlord has no obligation to pay Tenant any interest on the Security Deposit.
The Tenant is required to replenish the security deposit in the event that the
Landlord must utilize any parts of the security deposit to cure defaults of the
Tenant.
7. ADJUSTMENT TO BASE RENT
A. Commencing on the first anniversary of this Lease and annually
thereafter including any option periods, the annual Base Rent shall be adjusted
in accordance with fluctuations of the Consumer Price Index which is published
by the Bureau of Labor Statistics of the United States Department of Labor. The
Index which applies to the "All Item" category for the U.S. City Average for
Urban Wage Owners, Earners and Clerical Workers (the "CPI") shall be used. The
annual Base Rent shall be adjusted as follows:
1. The Annualized CPI for the month which is three months preceding the
anniversary month of the commencement of this Lease shall be designated the
Comparison Index; and = Adjusted Annual Increase
2. The calculation of the adjusted annual Base Rent shall be as follows:
Annual Base x Comparison Index = Adjusted Annual Increase
B. Landlord shall notify Tenant of the adjustment to the Base Rent which
is payable in accordance with this Section. Tenant shall pay such adjusted Base
Rent, together with all other rentals, taxes and costs payable hereunder on the
first day of each and every month thereafter.
C. Application of the adjustment to Base Rent according to fluctuations in
the CPI shall never operate to reduce the rent payable hereunder. The CPI
increase shall not be less than three percent (3%) in any one year.
D. Should the CPI cease to be published or be adjusted to any unit of
measure by the government, Landlord shall substitute a similar index which is
intended to indicate fluctuations in the purchasing power of a United States
dollar and which is published by the United States Department of Labor and other
similar index.
E. Should Landlord delay in notification of CPI Adjustment, said
adjustment shall be retroactive to the date such adjustment should have occurred
hereunder.
8. IMPROVEMENTS AND ALTERATIONS: SIGNAGE
A. Landlord shall deliver the Premises to Tenant in "as is" condition,
except as noted in paragraph #8B.
B. Landlord shall provide a $20.00 per square foot allowance on the
Tenant's usable floor area as a build-out allowance for the Tenant's improvement
of its premises. Landlords architectural fees are to be applied against this
allowance. If the cost to improve Tenants premises exceeds the $20.00 per square
foot allowance, the Tenant shall pay any excess costs directly to the general
contractor for building out Tenant's premises. The build-out of the premises
shall be based on the detailed working drawings prepared by Xxxx Xxxx Architects
and approved by Landlord and Tenant. The amount of the allowance will be based
on the actual usable square footage, as determined by Landlord's architect at
the time that future plans are prepared and approved.
C. Tenant shall make any additional alterations, additions and
improvements to the space which are in accordance with detailed working drawings
and specifications describing such work which have been submitted in advance to
Landlord, only when approved in such drawings and specifications to Tenant in
writing within fifteen (15) days after their receipt by Landlord (the
"improvements"). The alterations, additions and improvements attached or made to
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the Premises prior to the commencement of the term of the Lease or during the
term of this Lease may not be removed without physical damage to the Premises
and shall become and be Landlord's property and, unless Landlord otherwise
elects, shall be and remain part of the Premises as or the expiation to earlier
termination of the Term.
D. Construction of any Improvements may be made only by a licensed, bonded
and insured contractor who has been approved, in writing, by Landlord which
approval shall not be unreasonably withheld. Tenant agrees that construction of
the Improvements shall be performed diligently and in a good and workmanlike
manner and shall be expeditiously completed in compliance with all applicable
laws, ordinances, orders, rules, regulations and requirements. All work done in
connection with the Improvements shall comply with all requirements of insurance
policies maintained by Landlord, copies of which policies shall be available for
inspection by Tenant.
E. In order to comply with the provisions of Section 713.10, Florida
Statutes, it is specifically provided that neither Tenant nor anyone claiming
by, through or under Tenant, including, but not limited to, contractors,
subcontractors, materialmen, mechanics' or materialmen's liens of any kind
whatsoever upon the Demised Premises or improvements thereon, any such liens are
hereby specifically prohibited. All parties with whom Tenant may deal are put on
notice that Tenant has no power to subject Landlord's interest to any mechanic's
or materialmen's lien of any kind or character, and all such persons so dealing
with Tenant must look solely to the credit of Tenant, and not to Landlord's
interest or assets.
F. Tenant shall maintain the Improvements in a first class manner during
the term of the Lease and shall be responsible for any and all damage to the
Premises, the Building Areas, the fixtures, appurtenances and equipment of
Landlord, or the Building caused by the installation, or removal of the
Improvements or Tenant's Property as defined in Section 9 below. All provisions
of this Section are applicable to any modifications or additions thereto.
G. Tenant shall not have the right to construct, erect, place, put, paint,
maintain or control on the demised premises any exterior sign or signs, without
first obtaining the written consent and approval of the same from the Landlord,
and on obtaining such sign or signs must comply with all rules, regulations,
laws, statutes and ordinances and/or applicable governmental authorities, and
must be erected and maintained so as to not cause damage to the building which
is situated on the demised premises. Tenant agrees to install all signs in
conformance with applicable government regulations and to keep the same in a
good state of repair and save Landlord harmless from any damages. Upper Door
locations may be allowed to post signage on the monument sign at Tenants sole
cost and expense, after receiving written approval from Landlord.
9. PROPERTY OF TENANT
Subject to the provisions of this section, Tenant may place office
fixtures, furnishings, furniture and equipment ("Tenant's Property") in the
Premises. Tenant shall not place a load upon any Door of the Premises exceeding
the floor load per square foot area which Landlord reasonably authorizes in
writing. Business machines and mechanical equipment and Tenant's other personal
property shall be placed and maintained by Tenant, at its expense, in settings
sufficient to absorb and prevent vibration, noise and annoyance. Tenant
covenants and agrees that all Tenant's Property of every kind, nature and
description which may be in or upon the premises or Building, or in the Building
Areas during the term hereof, shall be at the sole risk of Tenant. Tenant hereby
indemnifies Landlord and holds it harmless from and against any liability, loss,
injury, claims or suit resulting directly or indirectly therefrom except as may
be caused by Landlord's gross negligence or willful misconduct.
10. MAINTENANCE AND REPAIR OF THE PREMISES
Tenant shall, at its sole cost and expense, maintain the interior of the
Premises in good order, condition and repair, and shall make all changes and
repairs required to keep the interior of the Premises in good repair, including,
without limitation, repairs to doors, locks, hardware, carpet, walls, ceilings,
electrical fixtures, interior and plate glass, equipment and HVAC systems in the
Premises. Tenant shall be responsible for the repair and replacement of all
glass and/or windows in the demised premises. Structural repairs and common area
maintenance shall be and remain the obligation of the Landlord. Tenant shall
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maintain all areas of the Premises in a clean and sanitary condition free of all
vermin.
11. SERVICES
A. Tenant shall pay, when due, all charges imposed by public or private
utility companies for telephone, electric, water and other utility service
supplied to the Premises.
If Landlord elects or is required to supply any utility services to the
Premises, Tenant agrees to purchase from and pay Landlord for such utilities as
Additional Rent at the applicable rates which the utility company would have
charged Tenant for furnishing such utilities.
B. No electric current shall be used except that furnished or approved by
Landlord, nor shall electric cable or wire be brought into the Premises except
upon the written consent and approval by Landlord. Tenant shall use only office
machines and equipment that operate on the Building's standard electric circuits
but which in no event shall overload the Building's standard electric circuits
from which Tenant obtains electric current. Any consumption of electric current
in excess of that or which requires special circuits or equipment, the
installation of which shall be at Tenant's expense after approval in writing by
Landlord, shall be paid for by Tenant as additional rent and shall be in an
amount determined by Landlord, based upon Landlord's estimated cost of such
excess electric current consumption or based upon the actual cost thereof, if
such excess electric current consumption is separately metered. Landlord shall
maintain the building in a manner consistent with other buildings similar in
nature and character in downtown Sarasota, Florida.
12. INSPECTION AND LANDLORD RESERVATION OF RIGHTS
A. Landlord shall have the right upon twenty four (24) hours notice, and
when accompanied by a representative of Tenant, to enter the Premises to inspect
the same, to exhibit the Premises to prospective tenants or others, and to
introduce conduits and pipes or ducts, or conduct repairs to the Premises not
completed, or otherwise property undertaken by Tenant, as may be necessary. Any
such entry shall not be deemed an eviction or disturbance of Tenant's use or
possession. Landlord shall immediately repair any damage to the Premises
occasioned by the exercise of its rights hereunder. If Tenant is not available
to receive notice of entry, Landlord may enter at will.
B. Tenant agrees to permit Landlord and Landlord's agents, ninety (90)
days prior to the expiration of the term hereby granted, to place in one or more
conspicuous places upon the interior or exterior of the Premises, signs
advertising the Premises "For Sale" and "To Let", and to otherwise prepare the
property for subsequent occupancy.
13. CASUALTY
A. If the Premises or any part thereof are damaged by fire or other
casualty, Tenant shall give immediate notice to Landlord. Landlord shall have
the right to cause such damage to be repaired within thirty (30) days from the
casualty. If the Premises are not rendered tenantable within said thirty (30)
day period, either party shall have the option to cancel this Lease. Upon such
election to cancel rent shall be payable only to the date of the casualty. All
repairs to and replacements of Tenant's Property and Improvements shall be made
by, and at the expense of Tenant. To the extent that the Premises have been
rendered unfit for use and occupation hereunder by reason of such damage, a
portion of the Base Rent as adjusted in accordance with Section 4 hereof shall
be abated until the Premises shall have been restored. Landlord shall not be
liable for delays in the making of any repairs to the Premises which are due to
governmental regulations, casualties and strikes, unavailability of labor and
materials, and other causes beyond the control of Landlord, nor shall Landlord
be liable for any inconvenience or annoyance to Tenant or injury to the business
of Tenant resulting from delays in repairing such damage to the Premises;
provided, however, that during any such period of delay, Base Rent as adjusted
in accordance with 4 hereof shall be equitably abated.
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B. If the Building or any part thereof is so damaged by such fire or other
casualty that substantial alteration or reconstruction of the Building shall be
required, then this Lease may be terminated at the election of either party by
giving a written notice of termination to the other party within one hundred
eighty (180) days following such fire, or other casualty. In the event of any
such termination, this Lease shall expire as of such effective termination date
and Base Rent, as adjusted in accordance with Section 8 hereof, shall be
apportioned and terminate as of the date of the casualty.
14. CONDEMNATION
A. If there is taken by a condemnation proceeding or sought to be taken by
a governmental authority under threat of condemnation any part of the Premises,
the Drive-In Facilities or the Building, excluding any part not interfering with
maintenance, operation or use of the Premises, Landlord may elect to terminate
this Lease or to continue same in effect. If Landlord elects to continue the
Lease, the Base Rent, as adjusted in accordance with Section 7 hereof shall be
abated in proportion to the area of the Premises so taken and Landlord shall
repair any damage to the Premises or Building resulting from such taking. If any
part of the Premises is taken by condemnation, Tenant may erect to terminate
this Lease or to continue same in effect. If Tenant elects to continue this
Lease, the Base Rent, as adjusted in accordance with Section 7 hereof, shall be
abated in proportion to the area of the Premises so taken and Landlord shall
repair any damage to the Premises resulting from such taking. If all of the
Premises is taken by condemnation, this Lease shall terminate on the date of
taking. All sums awarded or agreed upon between Landlord and the condemning
authority for the taking of the Premises, or the total or partial taking, will
be property of Landlord. If this Lease is terminated under the provisions of
this Section, tenant shall pay Landlord all sums, owing hereunder up to the date
possession is taken by the condemning authority. Tenant's right to abatement of
rent or cancellation of this Lease shall be Tenant's sole remedy in the event of
condemnation except that Tenant may maintain any action for recovery of the loss
of its Improvements.
B. If Landlord or Tenant does not elect to terminate this Lease, Landlord
shall, with reasonable diligence, restore the remainder of the Premises, or tile
remainder of the means of access to the Premises so as to provide that they
shall be reasonably usable for Tenant's purposes, or so as to restore reasonable
access. Landlord shall not be liable for any delays in such restoration which
are due to governmental regulations, casualties, strikes, unavailability of
labor or materials, or other causes beyond Landlord's control. Nor shall
Landlord be liable for any inconvenience or annoyance to Tenant or injury to
business of Tenant resulting from delays in such restoration; provided, however,
that during any such period of delay, Base Rent as adjusted in accordance with
Section 7 hereof, shall equitably be abated.
C. Landlord shall have no responsibility to restore or to compensate
Tenant for any taking by condemnation, as that term used in this Section, of the
Premises, or the Improvements or of Tenant's Property.
15. INJURY AND DAMAGE
Landlord shall not be liable for any injury or damage to persons, tangible
personal property, or to the operation of Tenant's business resulting from f re,
explosion, falling plaster, broken glass, steam, gas, electricity, electrical
disturbance, water, rain or leaks from any part of the Building or from pipes,
appliances or plumbing works or from the roof, street, or subsurface or from any
other place or any dampness or by any other cause of whatever nature, unless
caused by or due to the act, omission, fault, gross negligence or willful
misconduct of Landlord, or its agents, servants or employees; nor shall Landlord
or its agents be liable for any such damage caused by either tenants or persons
in the Building or caused by construction operations of any private, public or
quasi-public person; nor shall Landlord be liable for any latent defect in the
Premises or in the Building.
16. INDEMNIFICATION
Tenant hereby indemnifies and covenants to save Landlord harmless from and
against any and all claims, liabilities or penalties asserted by or on behalf of
any person, firm, corporation or public authority:
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A. On account of or based upon any injury to person, or loss of or damage
to a tangible personal property, sustained or occurring on the Premises on
account of or based upon the act, omission, fault, negligence or misconduct or
any person other than Landlord or its servants, agents or employees; and
B. On account of or based upon any injury to person, or loss of or damage
to tangible personal property, sustained or occurring in or about the Premises
and on or about the Common Areas, sidewalks, approaches, roof or other
appurtenances and facilities used in connection with the Building or the
Premises arising out of the use or occupancy of the Building or the Premises by
Tenant or by any person claiming by, through or under Tenant, and caused by the
act, omission, fault, negligence or misconduct of any person other than Landlord
or its servants, agents or employees; and
C. On account of or based upon any work or thing whatsoever done by Tenant
on the Premises during the term of this Lease and during the period of time, if
any, prior to the Commencement Date when Tenant may have been given access to
the Premises; and, in respect of any of the foregoing, from and against all
costs, expenses, reasonable attorney's fees, and liabilities incurred in or in
connection with any such claim, or any action or proceeding brought thereon. If
any action or proceeding be brought against Landlord by reason of any such
claim, Tenant shall, at Tenant's expense, defend such claim, action or
proceedings if so required.
17. INSURANCE
Tenant shall maintain public liability insurance in an amount not less
than $2,000,000 per occurrence, and property damage liability insurance in an
amount not less than $1,000,000 per occurrence, and shall submit and maintain
copies of such policies with Landlord. The insurers under such policies shall be
reasonably satisfactory to Landlord and such policies shall name Landlord,
Landlord's managing agent and Tenant as insured parties, as their interests may
appear, and shall provide twenty (20) days prior written notice to Landlord of
lapse or cancellation.
18. ASSIGNMENT, MORTGAGING, AND SUBLETTING
A. Tenant may not assign, transfer, sublet, mortgage, pledge or otherwise
encumber this Lease or the Premises or any part thereof without prior written
consent of owner. Any assignment of this Lease shall be upon the express
condition that the assignee and Tenant shall promptly execute acknowledge and
deliver to Landlord an agreement in form and substance satisfactory to Landlord
whereby the assignee agrees to be personally bound by the terms, covenants and
conditions of this Lease and shall contain the agreement of the subtenant
thereunder that, upon default of this Lease and upon Landlord's written request,
it will pay all rents under the sublease directly to Landlord. Tenant cannot
assign nor sublet for rent higher than rent stated in Lease.
B. Tenant agrees to pay the reasonable costs and attorney's fees of
Landlord in connection with Tenant's request for Landlord's approval of any
assignment, sublease or other transfer.
C. If this Lease is assigned or if the Premises or any part thereof is
sublet or occupied by anyone other than Tenant, Landlord, after default by
Tenant hereunder, may collect the rents from such assignee, subtenant or
occupant, as the case may be, and apply the net amount collected to the rental
herein reserved. No such assignment, occupancy or collection shall be deemed a
waiver of the requirement set forth in this Section or be deemed the acceptance
by Landlord of such assignee or occupant as Tenant or be deemed a release of
Tenant from the future performance by Tenant of its obligations contained in
this Lease. The consent by Landlord to an assignment of the lease shall not in
any way be construed to relieve Tenant from obtaining the express consent in
writing of Landlord to any further assignment. No assignment, subletting or use
of the Premises shall affect the purpose for which the Premises may be used.
19. DEFAULT
A. If Tenant defaults in the payment of the Base Rent, or any other sums
due hereunder and such default continues for seven (7) days after the date such
sums are payable hereunder, or if Tenant defaults in the performance of any
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other of its obligations or otherwise breaches or fails to perform any other
provision of this Lease and such default continues for ten (10) days after
written notice thereof by Landlord to Tenant unless Tenant diligently commences
to cure said default, or if Tenant files a petition under any bankruptcy,
insolvency law or code, or if Tenant is adjudicated bankrupt or insolvent
according to law, or if Tenant makes any assignment for the benefit of
creditors, or if Tenant files any petition seeking a reorganization, arrangement
or similar relief, or if a receiver, custodian, trustee or similar agent of the
Premises or of all or a substantial part of Tenant's property is appointed, or
if the operation of Tenant's business is assumed by a bank regulatory agency, or
if Tenant's interest in this Lease is taken upon execution or other process of
law in any action against Tenant, or if Tenant abandons the Premises, then
Landlord may lawfully terminate this Lease by written notice to Tenant and,
expel Tenant and those claiming by, through, or under Tenant, and remove their
effects, if necessary, without being deemed guilty of any manner of trespass and
without prejudice to any as aforesaid, this Lease shall terminate. Tenant
covenants, in case of any default by Tenant hereunder, to pay Landlord all costs
of enforcing Landlord's rights under this Lease, including, without limitation,
reasonable attorney's fees and expenses, loss of rent, reletting expenses, and
brokerage fees, together with the agreed liquidated damages described in this
Section. Landlord and Tenant agree that Landlord shall suffer damages from
Tenant's breach of this Lease and Landlord's necessity to recover possession of
the Premises and that such damages are difficult or impossible to ascertain. For
this reason, Landlord and Tenant agree that Tenant shall pay Landlord as
liquidated damages for Tenant's breach of this Lease which remains uncured an
amount equal to the total Base Rent over the term of this Lease and other sums
which would have been payable had the Lease not so terminated, as offset by net
rents actually received by Landlord from reletting, after deducting the expenses
of reletting.
B. Landlord may bring legal proceedings for the recovery of such damages.
Nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when this Lease would have expired if it had not been terminated.
C. Nothing herein contained shall be construed as limiting or precluding
the recovery by Landlord from Tenant of any sums or damages including, without
limitation, reasonable attorney's fees and expenses, to which, in addition to
the damages particularly provided above, Landlord may lawfully be entitled by
reason of any default hereunder on the part of Tenant.
D. Tenant agrees that its failure timely to cure an event of default in
accordance with this provision of SubSection A. of this Section shall entitle
Landlord to declare the balance of the Base Rent for the entire term of this
lease to be immediately due and payable. Upon such declaration, Landlord shall
be entitled to proceed to collect all unpaid Base Rent by Distress or other
Procedure.
E. In addition to any late charges, Tenant shall pay Landlord interest on
any rental due that remains unpaid seven (7) days after its due date. Such
interest will be computed at the rate of eighteen percent (18%) per year.
20. LANDLORD'S RIGHT TO CURE
If Tenant defaults in the performance of any term, covenant or condition
on its part to be performed under this Lease, Land lord, without being under any
obligation to do so without thereby waiving such default, may remedy such
default for the account and at the expense of Tenant, immediately and without
notice in case of emergency, or in any other case, if Tenant fails to remedy
such default with reasonable diligence within the time set forth under Section
20 and after Landlord has notified Tenant of such default. If Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith, including, but not limited to, reasonable attorney's fees, such sums
paid or obligations incurred shall be paid to Landlord by Tenant as additional
rent hereunder.
21. SUBORDINATION
A. This Lease is subject and subordinate in all aspects to any mortgage
which may now or at any time hereafter be placed on or affect this Lease, the
Building Areas, the Links Office Condominium or Landlord's interest or estate
therein, and to each advance make or hereafter to be made under any such
mortgages, and to all renewals, modifications, consolidations, replacements and
extensions thereof and all substitutions therefore end to such mortgagee's
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exercise of all other rights regarding the Building and the Building Areas. This
Section shall be self operative and no further instrument or subordination shall
be required. In confirmation of such subordination, Tenant shall execute and
deliver, within seven (7) days of receipt, any certificate acknowledging or
confirming such subordination that Landlord or any mortgagee or their respective
successors in interest may request from lime to time.
B. If the Building is, at any time, subject to a mortgage, and if Tenant
has received written notice, any mortgagee shall have the right, but not the
obligation, to cure any default on the part of the Landlord of its obligations
under this Lease. Tenant shall accept any cure offered by any such mortgagee as
if it were made by Landlord.
22. SURRENDER OF POSSESSION: HOLDOVER
At the expiration or earlier termination of this Lease, Tenant will remove
Tenant's Property and will peaceably yield up to Landlord the Premises, together
with the Improvements made and designated to remain in the Premises, in the same
condition as they were on the Commencement Date, except for reasonable wear and
tear.
Any holdover by Tenant without a written agreement to extend its occupancy
beyond the expiration date outlined in paragraph 3 of this Lease Agreement,
shall cause the rent due, as outlined in paragraph 4 of this lease agreement, to
be increased (2) two times.
23. NOTICES
Any notice or demand by Tenant to Landlord shall tee served by registered
or certified mail addressed to Landlord at Landlord's address above indicated or
at such other address indicated to Tenant in writing. Any notice or demand by
Landlord to Tenant shall be served by registered or certified mail addressed to
Tenant. Notice shall be deemed effective upon receipt.
24. RULES AND REGULATIONS AND GOVERNMENTAL REGULATIONS
Tenant will faithfully observe and comply with the Rules and Regulations
of the Building, together with all regulations imposed, from time to time, by
local and state governmental entities which regulate the Building. Tenant
acknowledges that the building is designated a "non-smoking building" and
therefore shall not smoke cigarettes, cigars or pipes in the building or in the
Premises, nor allow his employees, agents, representatives or clients/customers
to smoke in the building. Tenant shall also comply with the Declaration of
Condominium.
25. QUIET ENJOYMENT
The Tenant, on paying the Base Rent, as adjusted in accordance with
Section 4 hereof, and other sums payable hereunder and performing the covenants
of this Lease on its part to be performed, shall and may peaceably and quietly
have, hold and enjoy the Premises for the term of this Lease.
26. LIMITATION OF LANDLORD'S LIABILITY
The term "Landlord" as used in this Lease so far as obligations to be
performed by Landlord are concerned is limited to mean and include only the
owner or owners of the Building at the time in question. In the event of any
transfer or transfers of title to the Building occur, the Landlord herein named
and, in case of any subsequent transfers or conveyances, the then grantor shall
be automatically relieved from and after the date of such transfer or conveyance
on the part of the Landlord contained in this Lease on the Part of Landlord
assigns, only during and in respect of the respective successive periods of
ownership of the Building. This paragraph does not release Landlord from
liability for matters, acts, occurrence or obligations, arising before such
conveyance and transfer.
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27. BINDING AGREEMENT
This Lease shall bind and inure to the benefit of the parties hereto and
their respective heirs, representatives, successors or assigns. This Lease
contain the entire agreement of the parties no verbal commitments have been made
or are binding and this Lease may not be modified except by an instrument in
writing.
A. The various rights and remedies contained in this Lease and reserved to
Landlord shall not be exclusive of any other right or remedy of such party, but
shall be constructed as cumulative and shall be in addition to every other
remedy now or hereafter existing at law, in equity or by statute. No delay or
omission of the right to exercise any power by Landlord shall impair any such
right or power, or shall be construed as a waiver of any default or as
acquiescence in any default. One or more waivers of any covenant, term or
condition of this Lease by either party shall not be construed by Landlord as a
waiver of a subsequent breach of the same covenants, terms, or conditions. The
consent or approval of Landlord to or of any act by Tenant of a nature requiring
consent or approval shall not be deemed to waive or render unnecessary consent
to or approval of any subsequent similar act.
B. Payments to Landlord under this Lease are rental for the use of the
Premises and nothing herein contained shall be deemed or construed to make
Landlord a partner or associate of Tenant in the conduct of any business, or
rendering Landlord liable for any debts, liabilities or obligations incurred by
Tenant in the conduct of any business, it being expressly agreed that the
relationship between the parties is, and shall at all times, remain that of
Landlord and Tenant.
C. Where the words "Landlord" and "Tenant" are used in this Lease, they
shall include Landlord and Tenant and shall apply to persons, both men and
women, associations, partnerships and corporations, and in reading this Lease
the necessary grammatical changes required to make in the same manner as if
written in the Lease.
D. Tenant hereby declares that in entering into this Lease, Tenant relied
solely upon the statements contained in this Lease and fully understands that no
agents or representatives of Landlord have authority to in any manner change,
add to, or detract from the terms of this Lease.
E. The invalidity of one or more of the provisions of this Lease shall not
affect the remaining portions of this Lease and if any one or more of the
provisions of this Lease should be declared invalid by final order, decree or
judgment of a court of competent jurisdiction, this Lease shall be construed as
if such invalid provisions had not been included in this Lease.
F. If Tenant shall be two or more persons or entities, each such person or
entity shall be jointly and severally liable for the payment of all sums due to
Landlord from Tenant under this Lease and the performance of all of Tenant's
covenants, agreements obligations under this Lease.
G. On request from Landlord, Tenant shall promptly execute and deliver an
estoppel statement setting forth: The term of the Lease; the rental and all
other sums payable hereunder; and whether Tenant claims any offsets under the
Lease.
H. The captions contained herein are for the convenience of the parties
and do not limit or modify the provisions of this Lease.
28. CONTROL OF COMMON AREAS AND PARKING FACILITIES BY LANDLORD
All automobile parking areas, driveways, entrances and exits thereto,
common areas, the Building Areas, and other facilities furnished by Landlord,
including all parking areas, truck way or ways, loading areas, pedestrian
walkways and ramps, landscaping areas, stairways, corridors, common areas and
other areas, and improvements provided by Landlord for the general use, in
common, of Tenants, their officers, agents, employees, servants, shall be at all
times subject to the exclusive control and management of Landlord and the other
owners of Links Office Condominium acting through the Links Office Condominium
Association (hereinafter "the Association") and pursuant to the Declaration of
the Links Office Condominium and any rules and regulations thereto. Landlord and
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the Association shall have the right, from time to time to: Establish, modify
and enforce reasonable rules and regulations with respect to all facilities and
areas and improvements; to police same; to change the area, level and location
and arrangement of parking areas and other facilities herein above referred to;
to restrict parking by and enforce parking charges to tenants, their officers,
agents, invitees, employees, servants, licensees, visitors, patrons, and
customers; to close all or any portion of said areas or facilities to such
extent as may, in the option of Landlord's and/or the Association's counsel, be
legally sufficient to prevent a dedication thereof or the accrual of any rights
to any person or the public therein; to close temporarily all or any portion of
the public areas, common areas or facilities; to discourage no-lessee parking;
and to do and perform such other acts in and to said areas and improvements as,
in the sole judgment of Landlord and/or the Association, are advisable with a
view to the improvement of the convenience and use thereof by tenants, their
officers, agents, employees, servants, invitees, visitors, patrons, licensees
and customers. Landlord will operate and maintain the Common Areas, the Building
Areas, and other facilities referred to in such manner as Landlord shall
determine from time to time, in it s sole discretion. Without limiting the scope
of such discretion, Landlord shall have the full right and authority to
designate a manager for the parking facilities, Building Areas, Common Areas and
other facilities who shall have full authority to make Landlord enforce rules
and regulations regarding the use of the same or to employ all personnel to and
necessary for the proper operation and maintenance of the parking areas,
Building Areas and Common Areas and other facilities.
29. PRIOR OCCUPANCY
If Tenant, with Landlord's consent, occupies the Premises prior to the
beginning of the term of this Lease specified in Section 3 hereof, all
provisions of this Lease shall be in full force and effect commencing upon such
occupancy, and the rental commencement date shall be adjusted to reflect the
earlier occupancy date.
30. SHORT FORM LEASE
Tenant shall, if so requested by Landlord at any time, execute a short
form Lease in recordable form setting forth the name of the parties, the term of
the Lease, and the description of the Premises.
31. PAYMENT OF RENTAL
Tenant shall pay all Rental when due and payable, without any set off,
deduction or prior demand therefore whatsoever. If Tenant shall fail to pay any
Rental within seven (7) days after the same is due, Tenant shall be obligated to
pay a late payment charge equal to the greater of One Hundred Dollars ($100.00)
or ten percent (10%) of any Rental payment not paid when due to reimburse
Landlord for its additional administrative costs. In addition, any Rental which
is not paid within seven (7) days after the same is due shall bear interest at
the Default Rate from the first day due until paid. Any additional Rental which
shall become due shall be payable, unless otherwise provided herein, with the
next installment of Annual Basic Rental. Rental and statements required of
Tenant shall be paid and delivered to Landlord at the management office of
Landlord at 000 Xxxxxxxx, Xxxx, Xxxxxxxx, XX 00000 between the hours of 9:00
a.m. and 5:00 p.m. Monday through Friday or at such other place as Landlord may,
from time to time, designate in a notice to Tenant. Any payment by Tenant or
acceptance by Landlord of a lesser amount than shall be due from Tenant to
Landlord shall be treated as a payment on account. The acceptance by Landlord of
a cheek for a lesser amount with an endorsement or statement thereon, or upon
any letter accompanying such check, that such lesser amount is payment in full
shall be given no effect, and Landlord may accept such check without prejudice
to any other rights or remedies which Landlord may have against Tenant.
32. DISCLOSURE OF REPRESENTATION
Corporate Property Resources, Inc., is giving notice to Golf Innovations
Corp., that Corporate Property Resources, Inc., is the agent and representative
of Links Associates, Ltd., a Florida Limited Partnership, and is the sole real
estate broker in this transaction and will be compensated by the Landlord.
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The Tenant acknowledges that this written notice was received before the
undersigned signed a contractual offer or Lease Agreement, in compliance with
the 475.25 (1) (q), Florida statutes, and Rule 21V-10.033, Florida
Administrative Code.
33. RADON GAS - NOTICE TO PROSPECTIVE TENANT
Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
person 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. Pursuant to S404.056 (8), Florida Statutes.
34. HAZARDOUS WASTE
Tenant agrees that the Premises shall not be used for the discharge or
storage of any Hazardous Substance as defined in any federal, state or local
statute, rule, regulations or ordinance. Tenant agrees to indemnify Landlord and
hold Landlord harmless from and against any and all losses, liabilities,
including strict liability, damages, injuries, expenses, including reasonable
attorney's fees, paralegal' fees and legal assistants' fees, costs of any
settlement or judgment in claims of any and every kind, whatsoever paid,
incurred or suffered by, or served against Landlord by any person or entity or
governmental agency for, with respect to, or as a direct or indirect result of,
the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission or release from the Premises, in connection with Tenant's operations
thereon, of any Hazardous Substance, including any such loss or liability
arising under the Comprehensive Environmental Response, Compensation and
Liability Act, and any similar federal, state or local laws or ordinances. If
Tenant receives any notice of: (i) the happening of any material event involving
the escape, seepage leakage, spillage, discharge, emission, release or clean up
of any Hazardous Substance on the Premises in connection with Tenant's
operations thereon, or (ii) any complaint, order, citation, or material notice
with regard to air emission, water discharge or any other environmental health
or safety matter affecting Tenant (an "environmental complaint") from any person
or entity, Tenant shall immediately notify Landlord orally and in writing of
said notice. Any breach of any warranty or representation contained in this
paragraph shall be an event of default under the Lease, which, if not cured
within thirty (30) days of notice thereof, shall entitle Landlord to exercise
any and all remedies provided in the Lease or otherwise provided by law;
provided, however, Landlord agrees that if the remedy or such default cannot be
reasonably achieved within said thirty (30) day period, then Tenant shall have
such further time as is reasonable under the circumstances to effect such remedy
provided that Tenant shall notify Landlord within the thirty (30) day curative
period of the necessity for additional time and provided further that Tenant
shall institute immediate steps to effect such remedy and shall continuously and
diligently pursue such remedy to completion.
35. LANDLORD RESERVATION
Landlord hereby reserves the right at any time, and from time to time, to
add other uses to the Project, to expand the Project to other lands; to make
alterations or additions to, the buildings of the Project, to build adjoining
the same and to install, maintain, use, repair and replace pipes, ducts,
conduits and wire throughout the Premises which will not materially interfere
with Tenant's Permitted Use of the Premises. Landlord also reserves the right to
construct other improvements on the Project from time to time, to make
alterations or additions to such property. Landlord also reserves the right from
time to time to change, modify, rearrange or alter the Common Areas; provided
that such actions by Landlord shall not unreasonably interfere with Tenant's use
and enjoyment of the Premises.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease in
duplicate, the original as a sealed instrument on the day and year first above
written.
WITNESSES: LINKS ASSOCIATES, LTD.,
A FLORIDA LIMITED PARTNERSHIP
"LANDLORD"
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Print Name: [Xxxxxxx X. Xxxx]
--------------------------
Print Title: [General Partner]
-------------------------
GOLF INNOVATIONS CORP.
A _____ CORPORATION
/s/ [Illegible] By: /s/ Xxxx Xxxxxxxxxx
----------------------------------
Print Name: [Xxxx Xxxxxxxxxx]
--------------------------
Print Title: [President]
-------------------------
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GUARANTY OF PERFORMANCE
For valuable consideration, the undersigned irrevocably and
unconditionally guaranties to Landlord the full, faithful and punctual
performance by Tenant of all of Tenant's covenants and agreements contained in
this Assignment of Lease, or any extensions or renewals thereof, and agree that
any extensions, postponements, either of payment or enforcement, waivers,
releases of any rights against any party, or releases of any security shall not
affect the undersigned's absolute and unconditional liability hereunder. Demand,
notice of default or of nonpayment, and all suretyship defenses whatsoever are
hereby waived.
Dated, signed, sealed, and delivered this [30TH] day of April, 1999
WITNESSES:
/s/ [Illegible] /s/ Xxxx Xx Xxxxxxxx
-------------------------------------
Xxxx Xx Xxxxxxxx, Individually
[###-##-####]
-------------------------------------
SS#
/s/ [Illegible] /s/ Xxxx Xxxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxxx, Individually
[258-338002]
-------------------------------------
SS#
