EXHIBIT 10.17
LEASE
THIS LEASE entered into and dated as of the 13th day of JUNE, 2000,
between Cuidao Holding Corporation, a Florida Corporation of 2951 Simms Street,
Hollywood, Florida 33020-1510, as Lessor, and THE GOODYEAR TIRE & RUBBER
COMPANY, an Ohio Corporation having a principal office in the City of Akron,
State of Ohio, as Lessee.
WITNESSETH, that:
Lessor does hereby demise and lease unto Lessee, and Lessee does hereby
hire and take from Lessor those certain premises located at and commonly known
as 2953 Simms Street in the City of Hollywood, County of Broward and State of
Florida 33020, described as follows:
Four Thousand Eight Hundred (4,800) square feet of office/storage space
located at 2953 Simms Street, Hollywood, Broward County, Florida, contained in
building located upon the following described land:
The South 174 feet, less the East 150 feet thereof, of that portion of
Parcel B lying between N. 29th Court and N. 30th Avenue, as shown in
the Plat of SOUTH FLORIDA INDUSTRIAL PARK, according to the Plat
thereof, recorded in Plat Book 63, Page 38 of the Public Records of
Broward County, Florida. (See EXHIBIT A) together with all structures
now existing and to be recorded thereon and all appurtenances thereto,
herein called the "premises".
TO HAVE AND TO HOLD the same for a term beginning on the first day of
July, 2000, and ending on the 30th day of June, 2002, and Lessee hereby agrees
to pay therefor a monthly rental of $2,500.00, in advance on the first business
day of each month during said term to Lessor at 2951 Simms Street, Hollywood,
Florida 33020-151- or elsewhere as Lessor may, in writing, direct. If the term
hereof shall begin or end on a date other than the first or last day of a
calendar month respectively, the rental for such partial month or months shall
be prorated at the monthly rate then effective. Lessor's employer identification
number as assigned by Internal Revenue Service or Social Security number (is)
65-0639616
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
1
PROVIDED ALWAYS. that this Lease is entered into upon the following terms and
conditions, all of which the parties hereto covenant to keep and perform:
1. At Lessee's option this Lease shall not become binding on Lessee, and Lessee
shall not be obligated to pay rental, until Lessor shall obtain such
certificates of occupancy, permits, waivers and consents as may be required by
any governmental body and/or any other person or entity as authority for the use
of the premises for the purposes set forth herein, together with such licenses,
consents, waivers and/or permits as may be necessary for the installation or
construction of alterations, improvements, and/or identifications necessary for
Lessee's use and occupancy of the premises.
2. Lessor shall, at its expense, provide electricity, water, storm and sanitary
sewer and natural gas service to the demised premises as required. Lessee will
pay for all electricity. water and natural gas or other heating fuel used by
Lessee on the herein demised premises, and will pay all charges imposed by
reason of its use of storm and sanitary sewers. Lessor shall assist Lessee, when
necessary, in obtaining appropriate billings for the aforesaid utilities. Said
utility billings are to be forwarded to the demised premises at the address
shown on Page 1.
3. Lessor will furnish and keep in good repair all necessary equipment for
maintaining adequate heat and air conditioning in the premises during such
seasons of the year as artificial heat and air conditioning may be required, and
Lessor represents that the plumbing and wiring in said building are in good
condition and repair and that the carrying capacity of the floors is sufficient
for the conduct of Lessee's business.
4. Lessee may extend the term of this Lease and all the provisions hereof, as
amended from time to time for one further successive period(s) of two year(s)
each, by notifying Lessor in writing of its intentions so to do at least
sixty(60) days prior to the expiration of the then current term, provided,
however. that the Lessee shall not forfeit its right to renew the Lease until
Lessor has given Lessee written notice of its failure to renew and Lessee fails
to make such written election within thirty (30) days after Lessor's notice. See
Paragraph 22
5. Lessor will pay all Real Estate Taxes and Assessments levied or assessed
against the demised premises during the term hereof before the same become
delinquent. See Paragraph 23
6. Lessor, at its expense, will carry Fire and Extended Coverage Insurance on
the demised premises to the full replacement value thereof and hereby waives all
rights of recovery against Lessee and Lessee's sublessees, if any, for all
losses or damages to the demised premises to the extent that such damages are
coverable by Fire and Extended Coverage Insurance.
7. Lessee agrees to indemnify and hold Lessor harmless from any loss, damage or
injury to persons or property resulting from Lessee's use and occupancy of the
demised premises except to the extent such losses, damages or injuries arc
covered by insurance carried by Lessor.
8. Lessee is expressly permitted to use and occupy the premises for the sale of
such products and furnishing of such services as in Commercial Tire & Service
Centers generally, including, but not limited to, the selling to consumers and
to others of tires, tubes, oil and other lubricants, motor and tire accessories
and kindred products, and the servicing, storing, and repairing of motor
vehicles, tires, tubes, and kindred products, or for any other lawful purpose.
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
2
9. If Lessee has heretofore installed or shall hereafter install at its expense
any shelving, lighting and other fixtures, unit, heaters, portable air
conditioning units, portable partitions or any trade fixtures, or if Lessee has
heretofore installed or applied or shall hereafter install or apply any
advertising signs or other standard identifications of Lessee, any article so
installed or any identification so applied shall be the property of Lessee which
Lessee may remove at the termination of this Lease or remove and/or replace at
any time during its occupancy, provided that in such removal Lessee shall repair
any damage occasioned to the premises.
10. (a) Lessor will keep the exterior of the premises, including the foundations
and roof, in good condition and repair and will make all repairs necessary to
maintain the structural soundness of the floors and walls during the term
hereof. Lessor will make all improvements and building changes or installations
required to conform with applicable laws or ordinances. In the event Lessor
shall fail or neglect to make any repairs which under the terms of this Lease
Lessor is required to make and of which notice has been given to Lessor by
Lessee, or having started such repairs shall fail to complete them at the
earliest possible date, Lessee may cause such repairs to be made or completed
and may deduct from subsequent installments of rent an amount sufficient to
reimburse it for expenses incurred in making or completing such repairs, or, if
the estimated cost of such repairs exceeds one years rental, Lessee may, at its
option, cancel this Lease and be relieved of all further liability hereunder.
Lessee will not commit any undue waste on the premises and will conform with all
applicable laws and ordinances respecting the use and occupancy relating to
matters not covered elsewhere herein, provided that Lessee shall in no event be
required to make any alterations, additions, or improvements to such premises in
order to conform therewith. Lessee. at its own expense may, in a good
workmanlike manner, make such alterations and/or additions to the improvements
on the demised premises as it shall deem necessary in the conduct of its
business and shall not be required to restore the improvements to their original
condition. At the termination of this Lease, Lessee will surrender the premises
to Lessor in substantially as good condition of repair as when received,
ordinary wear and tear, damage by fire, the elements and unavoidable casualty
excepted.
(b) It is expressly understood and agreed by the parties hereto that,
notwithstanding any contrary provision of this Lease or of applicable law. the
exercise by Lessee of its right to offset against rentals those monies and
expenses provided in Paragraph 23(f) and Paragraph 10(a) hereof, shall not
constitute a default of this Lease nor a breach of Lessee's obligation to pay
rentals, and Lessor hereby expressly waives all right to declare a default of
this Lease by reason of such action by Lessee, or to otherwise recover such
monies and expenses from Lessee.
11. Lessee may assign this Lease or sublet the premises or any part thereof, but
such assignment or subletting shall not in any way release Lessee from its
liability to pay rent as provided herein or from its liability to carry out and
perform in the manner herein set forth any of the other covenants and conditions
of this Lease.
12. Lessee shall have the exclusive right to use the premises for advertising
purposes and the display of advertising signs, so long as such use is not in
violation of applicable laws and ordinances.
13. At any expiration or cancellation of this Lease, should Lessee hold over for
any reason, it is hereby agreed that. in the absence of a written agreement to
the contrary, such tenancy shall be from month to month only and subject to all
the other terms, conditions and provisions theretofore in effect with respect to
said Lease.
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
3
14. It is agreed that the waiving of any of the covenants of this Lease by
either party shall be limited to the particular instance and shall not be deemed
to waive a6y other breaches of such covenant.
15. (a) If the improvements on the premises shall be damaged by fire, the
elements, or unavoidable casualty so they are rendered totally untenantable,
Lessee shall have the right, if it so desires, to terminate this Lease as of the
day of damage, and any rental paid in advance beyond such time shall be returned
by Lessor to Lessee on demand.
(b) If the improvements on the premises shall be damaged by fire, the
elements or unavoidable casualty, but are not rendered totally untenantable, or
if Lessee does not terminate this Lease per Paragraph 15(a), Lessor shall
proceed forthwith to commence the restoration of the improvements to the
condition existing immediately prior to such damage or destruction and for that
purpose shall be entitled to the proceeds of insurance covering such damage or
destruction. If, within sixty (60) days after the date of such damage or
destruction, Lessor shall not have commenced such restoration, or at any time
prior to the Lessor's completion of such restoration, should such restoration be
unreasonably delayed. Lessee may elect, by notice in writing, either (a) to
cancel this Lease and be relieved or all liability hereunder from the date of
such damage or destruction, in which event Lessor shall be entitled to the
insurance proceeds covering such damage or destruction, or (b) to restore the
damaged property to substantially the same condition as existed immediately
prior to the date of such damage or destruction, and for this purpose, Lessor
shall make available to the Lessee the proceeds of all insurance covering such
damage or destruction. During any such period of partial occupancy, Lessee shall
pay rental in such proportion to the entire rental herein reserved that the
floor space actually occupied bears to the entire floor space herein leased, and
the Lessor shall return to Lessee on demand any rental paid by Lessee in advance
to the extent that such payment exceeds the reduces rental. Any cancellation of
this Lease by Lessee as above provided shall be without prejudice to any other
rights held by Lessee.
16. (a) If the premises, or any part thereof, shall be appropriated for any
public use by virtue of eminent domain or condemnation proceeding or if by
reason of any law or ordinance, or by court decree, whether by consent or
otherwise, the use of the premises by Lessee for any of the purposes
hereinbefore referred to shall be prohibited or unduly restricted, Lessee shall
have the right to terminate this Lease upon written nonce to Lessor, and '
rental shall be paid only to the time when Lessee surrenders possession of the
premises. In the event of partial appropriation of any part of the premises
described herein. Lessee may elect to continue in possession of that part of the
premises not so appropriated under the same terms and conditions hereof, except
that in such cases Lessee shall, effective upon the date of such taking by the
Condemning Authority, be entitled to a reduction in the monthly rental payable
during the remainder of the then current term of this Lease and any renewals
provided in Paragraph 4 hereof, said reduction to be equal to 1/12th of 12% of
the condemnation award (less that portion of said award required to restore
improvements, if any) obtained by Lessor. Lessor and/or Lessee shall have the
right to contest the amount of such award in accordance with the provisions of
the laws relating to such contest. Any rental paid in advance beyond such time
shall be returned by Lessor to Lessee on demand.
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
4
(b) Lessee reserves the right to claim, prove and receive in any
condemnation proceedings such amount as may be allowed for fixtures and other
equipment installed by it, and for the unamortized value of its leasehold
improvements, and for the value of its remaining leasehold interest, including
moving expenses, reinstallment of equipment expenses, replacement of equipment
not salvageable, that may be permitted by law, all of the foregoing being in
recognition of the added expenses and inconvenience such forced vacation of the
leased property imposes upon Lessee.
(c) All rentals accruing hereunder shall be abated during any period in
excess of three (3) consecutive days that the motoring public is denied access
to the premises demised hereunder because of construction, repair, or other work
undertaken on streets and/or highways adjacent to said premises by or with the
consent of any governmental authority, or any other person or entity.
17. If Lessee shall be in default in the payment of any rent due hereunder, or
in the performance of any of the covenants or conditions hereof. and shall fail
to correct and rectify any such default within thirty (30) days from the receipt
of written notice thereof from Lessor (provided however, that in the event of a
default other than payment of rent or other sum certain so long as Lessee begins
to cure within thirty (30) days after receipt of notice, Lessee shall have a
reasonable time in which to complete cure), or if Lessee shall be adjudicated
bankrupt, or make any assignment for the benefit of creditors, or if the
interest of Lessee herein shall be sold under execution or other legal process,
Lessor may sue to recover the rent or other payment due or may, in an
appropriate case, enter into said premises and again have and repossess the same
as if this Lease had not been made and shall thereupon have the right to cancel
this Lease without prejudice, however, to the right of Lessor to recover all
rent due to the time of such entry. In case of any default and subsequent entry,
Lessor shall relet said premises from time to time during the remainder of the
term hereof for the highest rent obtainable and may recover from Lessee any
deficiency between such amount and the rent herein reserved.
18. Lessor may enter upon the premises at all reasonable times to examine the
condition thereof, but such right shall not be exercised in a manner to
interfere unreasonably with the business of Lessee.
19. Lessor warrants and represents to Lessee that Lessor is the sole owner of
the fee title to the premises demised hereunder. If Lessee shall perform all and
singular the covenants herein imposed upon it, Lessor will wan-ant and defend
Lessee in the enjoyment and peaceful possession of the premises during the term
hereof. Lessor further wan-ants and represents that the condition of the
Premises complies with all relevant environmental laws in that no toxic or
hazardous; substances or contaminated materials have been disposed of or are
located on the premises.
20. Lessee will permit Lessor to place and maintain on the premises the usual
"For Rent" or "For Sale" signs during the last sixty (60) days of the term
hereof.
21. It is understood and agreed that any notice given by either party hereto to
the other under any of the provisions hereof shall be deemed to have been
properly delivered when registered or-certified and deposited in the United
States mails with adequate postage affixed, addressed to the Lessee at 1144 East
Market Street, Akron. Ohio 44316-OWI. Attention Real Estate Department, or to
Lessor
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
5
at the place where the rent was last paid prior to such notice, or to such other
person and place as the parties may from time to time direct in writing. Each
notice from Lessor to Lessee hereunder shall refer specifically to the address
of the demised premises as identified on the cover page hereof. Any notice given
in any manner other than as specified in this paragraph shall be deemed
defective and shall be of no force or effect, whether or not such notice is
actually received.
22. Rental due and payable during the option period shall be the sum of Thirty
One Thousand Two Hundred Dollars ($31,200.00) paid in equal monthly payments of
$2,600.00, said payment due on the first day of each month.
23. Tenant's Taxes, Insurance and Utility Expenses.
A. It is acknowledged that the real estate taxes for 1999 were $11.101-25,
for 100% of the building, or $5,551.63 for the prorated share allocated to 2953
Simms Street
B. It is also acknowledged that building and liability Insurance for the
building is $2,294.28 for 100% of the building or $1,147.14 for the prorated
share allocated to 2953 Simms Street.
C. Not withstanding anything contained above, it is agreed whereas the
tenant will pay to landlord without demand, payable simultaneously five hundred
($500,00) dollars per month as its prorated share of the tenants taxes',
insurance and common areas maintenance. This amount is capped at $500.00 per
month for the original terms of the lease.
24. RIGHT OF FIRST REFUSAL TO PURCHASE OR LEASE
If during the term of this lease. or any extension thereof, Lessor
receives a bona fide offer from a third party to (buy) (sell) the leased
premises (or to lease the same for a period after the expiration of this lease)
which offer Lessor shall desire to accept, Lessor shall immediately notify
Lessee giving Lessee all of the terms and conditions of such offer. including
price (or rental) and Lessee shall I have the right and option for sixty (60)
days after receipt of such notice to elect to buy the leased premises (or lease
it) for the same consideration and on the same terms and conditions as contained
in such offer. Said option shall be exercisable by Lessee's giving notice to
Lessor thereof within such sixty (60) day period and if said option is not
exercised by Lessee within such period. Lessor shall have the right to sell (or
lease) the said premises to such third party. but only at the price (or rental)
and on the terms and conditions contained in said offer and in any case subject
to this lease which shall remain in full force and effect. No sale, transfer (or
lease i oi said leased premises shall be valid unless and until the foregoing
requirements arc fully complied with. The term "leased premises" as used in the
foregoing "first refusal" option includes all or any portion of the leased
premises and land of which the leased premises is a part. Said option shall run
with the land, and failure of Lessee to exercise said option in any one case
shall not affect Lessee's right to exercise said option in any cases thereafter
arising.
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
6
25. SUBORDINATION
This lease shall be subordinate to any first mortgage or deed of trust now or
hereafter a lien upon the demised premises or upon any real Property of which
the demised premises form a part, provided, however, that subordination in any
instance shall be contingent upon, and subject to, the following conditions
which shall be binding on the holder of any such mortgage, any purchaser at
foreclosure sale or otherwise, and any other successor in interest:
A. Lessee shall not be disturbed in its possession and occupancy of the
demised premises during the original or any extended term of this Lease
notwithstanding any such, mortgage, so long as Lessee complies with and performs
its obligations hereunder.
B. Any person or entity who by virtue of any such mortgage acquires and
exercises the right to receive the rents payable by Lessee under this Lease
shall thereby become and remain obligated to Lessee for the due performance of
all terms, covenants, conditions and agreements of this Lease on Lessor's Part
to be performed so long as said person or entity continues to received said
rents, and Lessee agrees to attorn to said person or entity.
26. ESTOPPEL CERTIFICATE
Lessee shall, from time to time, and within 15 days after receipt of written
notice from Lessor, execute acknowledge and deliver to Lessor a statement in
writing in the form attached as Exhibit "B". Any statement made may be relied
upon by any prospective purchaser or encumbrancer of the Premises or of all or
any portion of the premises.
27. Lessor shall promptly notify Lessee of any change in the ownership of the
demised premises or any portion thereof, or of Lessor's interest in this Lease,
whether such change in or transfer of Lessor's interest occurs by virtue of a
voluntary or involuntary conveyance, by operation of law. or in any other
manner. Such notice to Lessee shall be in writing, stating the name, address,
and Social Security or IRS Employer Identification Number of each additional or
successor owner of an interest in the demised premises or this Lease; shall
provide Lessee instructions regarding the payment of future rents; and shall be
accompanied by full. true and correct copies of the executed instruments of
conveyance (e.g., executed deed or lease assignment). Until said notice has been
given to Lessee, Lessee shall have no liability to any party on account of the
misdirection of, or failure of any party to timely receive rents or other monies
due under this Lease, nor shall the same constitute or be deemed a breach of
this Lease by Lessee; and the failure or refusal by Lessor to give Lessee the
notice specified in this paragraph shall be deemed to waive the right to Lessor,
its successors and assigns to declare a default against Lessee until thirty (30)
days after Lessee's receipt of said notice. This Lease contains the entire
agreement between the parties hereto and no representations, inducements,
promises or agreement, oral or otherwise, shall be binding upon Lessor or Lessee
unless reduces to writing and signed by both parties.
If any covenant of this Lease shall, to any extent, be held invalid or
unenforceable by a final judgment of a court of competent jurisdiction, the
remaining terms and conditions hereof shall continue in full force and effect
and shall be enforceable to the full extent permitted by the law.
Approval of Lessor /s/ GTRC. Approval of Lessee /s/ BB
7
This Lease and all the provisions hereof shall be binding on and inure to the
benefit of the heirs, executors, administrators, successors and assigns of both
parties hereto.
This Lease is subject to approval by Lessee at its home office in Akron, Ohio
and shall not become binding on Lessee until signed by its officers or duly
authorized representative and a fully executed copy delivered to Lessor.
This Lease is to be deemed to have been negotiated and prepared jointly by the
parties hereto, and any uncertainty or ambiguity existing herein, if any, shall
not be interpreted against any party, but shall be interpreted according to the
application of the rules of interpretation for arm's length agreements.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly
signed as of the day and year first above written.
WITNESSES: LESSOR:
CUIDAO HOLDING CORP.
/s/ Dana Schaedel By: Robbie Walker
- ---------------------------- -------------------------------
Title: Managing Director
- ---------------------------- -------------------------------
By:
- ---------------------------- -------------------------------
WITNESSES: LESSEE:
THE GOODYEAR TIRE & RUBBER
COMPANY
/s/ Rita L. Horton By: Brian Bohn
- --------------------------- ---------------------------------
Manager Real Estate Administration-East
8
STATE OF OHIO
COUNTY OF SUMMIT
I, RITA L. HORTON a Notary Public in and for said County in said State,
hereby certify that B BABOS, whose name as MANAGER REAL ESTATE ADMINISTRATION,
EAST of the Goodyear Tire & Rubber Company, a Ohio corporation, is signed to the
foregoing agreement, and who is known to me, acknowledged before me on this day
that, being informed of the contents of the agreement, he as such manager and
with full authority, executed the same voluntarily for and as the act of said
corporation.
Given under my hand and seal of office this 13th day of June, 2000.
/s/Rita L. Horton
Notary Public
My Commission Expires:
Rita L. Horton, Notary Public
Resident-Summit County
State Wide Jurisdiction, Ohio
My Commission Expires August 29, 2004
[NOTARIAL SEAL]
STATE OF
COUNTY OF
I, Stacy J. Olmino, a Notary Public in and for said County in said
State, hereby certify that Robert K. Walker, Managing Director, whose name as
________________, signed to the foregoing agreement, and who are known to me,
acknowledge before me on this day that, being informed of the contents of the
agreement executed the same voluntarily.
Given under my hand and seal of office this 15th day of June, 2000.
/s/ Stacy J. Olmino
Notary Public
My Commission Expires: 2003
[NOTARIAL SEAL]
9