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Exhibit 10.19
SUBLEASE AGREEMENT BY AND BETWEEN AMS TIJUANA, S.A. DE C.V.
AND CENTURION INTERNATIONAL MEXICO, S.A. DE C.V.
SUBLEASE AGREEMENT ENTERED INTO IN TIJUANA, BAJA CALIFORNIA, MEXICO ON ONE PART
BY AMS TIJUANA, S.A. DE C.V. REPRESENTED BY MR. SALVADOR VARGAS LARA AS
SUB-LESSOR AND CENTURION INTERNATIONAL MEXICO, S.A. DE C.V. REPRESENTED BY MR.
WILLIAM ED CAMPBELL AS SUB-LESSEE, PURSUANT TO THE FOLLOWING RECITALS AND
CLAUSES:
1. Sub-Lessor states:
a) That it is a corporation duly organized in accordance with the General
Law of Commercial Entities as evidenced by Public Instrument Number
3,722 granted on June 30,1997 before Mr. Gabriel Moreno Lozano, Notary
Public No. 7 for the City of Tijuana, Baja California, Mexico, and
recorded in the Public Registry of Commerce under entry No. 5110571,
Commerce Section, on July 4,1997.
b) That Mr. Salvador Vargas Lara evidences his capacity as Controller with
the power of attorney number 3,939 granted on October 21, 1997 before
Mr. Gabriel Moreno Lozano Notary Public No. 7 for the City of Tijuana,
Baja California, Mexico, and recorded in the Public Registry of
Commerce under entry No. 5123768, Commerce Section, on December 11,
1997.
c) That in accordance with Clause Thirteenth of a certain Lease Agreement
dated July 22, 1997 executed between Banca Promex, S.A. and Sub-Lessor,
Sub-Lessor has the authorization of Banca Promex, S.A. as trustee of
Baja Del Mar, S.A. de C.V. to sublease all or part of the premises
located at Paseo Reforma s/n B-1, Fracc. Rubio, Parque Industrial La
Mesa, Tijuana, Baja California, Mexico and evidences such fact through
the attached letter signed by Banca Promex, S.A.
d) That the surface hereby subleased has a total area of 16,428.5 square
feet, which is formed by the production area and 1,270 square fee of
office space, located in the premises mentioned in the preceding
paragraph.
e) That the premises referred to in paragraph c) above are suitable for
the industrial purposes of the Sub-Lessee, both for its nature as well
as for the place on which it is located according to the zoning rules
currently in force.
f) That its main offices are located at: Paseo Reforma s/n B-1, Fracc.
Rubio, Parque Industrial La Mesa, Tijuana, Baja California.
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2. Sub-Lessee states.
a) That it is a corporation duly organized in accordance with the General
Law of Commercial Entities as evidenced by Public Instrument Number
5,330 granted on March 5, 1999 before Mr. Gabriel Moreno Lozano, Notary
Public No. 7 for the City of Tijuana, Baja California, Mexico.
b) That Mr. William Ed. Campbell evidences his capacity through the Public
Instrument mentioned in the preceding paragraph.
c) That its main offices are located at: Paseo Reforma s/n B-1-A Fracc.
Rubio, Parque Industrial La Mesa, Tijuana, Baja California.
CLAUSES
I. Purpose of the Agreement:
In accordance with the terms and conditions expressly set forth herein, the
purposes of this agreement are the following;
a) Sub-Lessor delivers to the Sub-Lessee and likewise Sub-Lessee receives
in sublease from Sub-Lessor a total area of 16,428.5 square feet
consisting of production arm and 1,270 square feet of office space
within the building located at Paseo, Reforma s/n B-1, Fracc. Rubio,
Parque Industrial La Mesa, Tijuana, Baja California, (hereinafter the
"Subleased Area").
b) Sub-Lessee's employees may use common areas including but not limited
to the following. restrooms, storage, reception, hall, etc.
c) Sub-Lessee shall request written authorization from Sub-Lessor to carry
out improvements to the Sub-leased Area. Likewise Sub-Lessor will
request such authorization from the owner of the building. Such
improvements in no way should cause damages to the general structure of
the building. Sub-Lessee shall perform all the installations in
accordance with the laws, rulings, decrees, ordinances and other
governmental provisions.
II. Term of the Sublease and Commencement Date.
a) The Term will be for 12 months as of February 15, 1999 until February
14, 2000. This Sublease shall be subject to renewal, at the option of
Sub-Lessee and Sub-Lessor with 90 days written notice to successive
one-year periods.
b) Sub-Lessee may not transfer nor assign the rights aud obligations
subject matter hereof.
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III. Rent.
a) Sub-Lessee shall pay Sub-Lessor the amount of US$7,817-00 (SEVEN
THOUSAND EIGHT HUNDRED AND SEVENTEEN 00/100) Dollars Currency of the
United States of America, calculated at 043.25 cents Currency of the
United States of America per each square foot ($.4325x 16,428.5) plus
the corresponding VAT, as monthly rent for the sublease of the
Subleased Area.
b) The payments will be in advance on the first business day of each
month, in Dollars of the United States of America, in equal monthly
installments, or in the event the payment in Dollars is not permitted,
the payment will be monthly payable at the equivalent in pesos as the
exchange rate for sale.
c) Such payment of rent shall be made at Sub-Lessor's domicile, mentioned
in recital 1. Paragraph f).
d) Sub-Lessee shall maintain the Subleased Area free from any lien.
IV. Use.
The Subleased Area shall be used and occupied for Sub-Lessee's industrial use
which is permitted by law. Sub-Lessee shall be bound to comply with all
Governmental laws, rulings and provisions that may affect the Subleased Area, as
well as refrain from any act that may lead to damages and destruction of the
Subleased Area, or which constitutes disturbance or threat to other occupants of
the building.
V. Insurance.
Effective as of July, 1999 Sub-Lessee shall reimburse prorata the insurance
premium paid by Sub-Lessor in Sub-Lessee's behalf for property damage to the
building. The corresponding insurance policy for the building should include
Sub-Lessee as a beneficiary and co-insured party.
VI. Access to the Subleased Area.
A. During Sub-Lessee's business hours, and in the event of emergency at
all times, Sub-Lessor, or its authorized representatives will have the
right to enter the Subleased property to inspect it and to carry out
additional repairs or alterations, but without interfering with
Sub-Lessee's operations. Sub-Lessor shall notify Sub-Lessee before
entering the Sub-leased property and Sub-Lessee will have the right to
accompany any of Sub-Lessor's representatives and its possible clients.
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B. Sub-Lessor agrees to indemnify Sub-Lessee, for any claim that may occur
against Sub-Lessee for damages and injuries, or the death of any of
Sub-Lessor's representatives once they enter the Sub-Leased Area under
this clause except to the extent such damages or injuries or deaths are
derived from the negligence of Sub-Lessee or its representatives or
employees.
VII. Notices.
All notices referred to in this Agreement shall be addressed to the domiciles of
the parties mentioned in the recitals or any other domiciles that from time to
time may be notified by the parties. Such notices shall be in writing and will
have effect once the addressee receives them. A duplicate of the notices will be
sent by certified mail, prepaid postage to the domiciles that in an additional
manner any of the parties may request in writing.
VIII. Damages or Destruction
A. Total.
In the event all or a substantial part of the Sub-Leased Area is damaged or
destroyed by fire, acts of god or force majeure, in such a manner that
Sub-Lessee becomes unable to continue the operation of its businesses,
Sub-Lessor will determine within the Five (5) Days following such destruction if
the Sub-Leased Premises can be restored within the Two (2) following Months and
will notify Sub-Lessee such determination.
Should Sub-Lessor determine that the Sub-Leased Premises can not be restored
within the term of Two (2) Months, Sub-Lessee will have the right and option to
immediately terminate this Agreement through a written notice made to the other
party. Should Sub-Lessor determine that the Sub-Leased property can be restored
within such Two (2) Months, Sub-Lessor shall proceed in a diligent manner, to
rebuild the improvements. Should Sub-Lessor not finish such improvements within
the Two (2) Months period, Sub-Lessee shall have the right and option to
terminate this Agreement, without any penalty through the written notice made to
Sub-Lessor no later than Ten (10) Days after the expiration of such Two (2)
Months period.
B. Partial.
In the event the damages caused to the Subleased Area do not prevent Sub-Lessee
to continue the normal operation of its businesses on the Subleased Area.
Sub-Lessor and Sub-Lessee, shall repair such damages rebuilding part of the
improvements that corresponds to Sub-Lessee in the understanding that within the
period required to carry out the repair works, the rent payable in accordance
with this Agreement by Sub-Lessee will be prorated in a manner equitable with
the interference, use and possession of Sub-Lessee of the Subleased Area caused
by such damages and repairs.
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IX. Limitation of Liability.
With exception of any willful or negligent acts or omissions by Sub-Lessor or
Sub-Lessee, Sub-Lessor and Sub-Lessee mutually agree to indemnify and hold each
other harmless for any and all loss or damage at said premises to the extent the
loss or damage is caused by the offending party.
X. Peaceful use and enjoyment.
Sub-Lessor agrees that Sub-Lessee, through the payment of rent and other amounts
set forth herein and through the compliance of all the terms and provisions
hereof, will be able to occupy and enjoy in a legal and peaceful manner the
Subleased Area during the term of this Agreement.
XI. Taxes.
A. The taxes derived herefrom shall be at Sub-Lessor's expense.
The parties agree that this Agreement shall be governed by the laws of the State
of Baja California, Mexico, for everything related to the interpretation and
compliance hereof the parties expressly submit themselves to the jurisdiction of
the Courts of the City of Tijuana, Baja California, Mexico, waiving any other
forum that may correspond to them by virtue of their present or future
domiciles.
In witness hereof, the parties executed this Agreement by signing two originals
in the places and dates indicated below.
SUB-LESSOR SUB-LESSEE
/s/ Salvador Vargas Lara /s/ William E. Campbell
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AMS TIJUANA, S.A. DE C.V CENTURION INTERNATIONAL.
By: Mr. Salvador Vargas Lara MEXICO, S.A. DE C.V.
Its: Legal Representative By: Mr. William Ed Campbell
Place: Tijuana, B.C. Mexico Its: Legal Representative
Date: April 09, 1999 Place: Lincoln, Nebraska
Date: April 7, 1999
WITNESS WITNESS
/s/ Art Lolazo /s/ Lorie Rogerson
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