Exhibit 10.4
Commercial Lease between Commercial Villas and Beautyworks USA of Florida Inc.
COMMERCIAL LEASE
THIS LEASE is made between COMMERCIAL VILLAS, c/o David Feldman, 407
Lincoln Road, Suite 701, Miami Beach, FL 33139, herein called Lessor, and
BEAUTYWORKS USA OF FLORIDA INC., a Florida corporation, herein called Lessee.
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Lessee hereby offers to lease from Lessor the premises situated in the City of
Tamarac, County of Broward, State of Florida, described as Unit 4810, COMMERCIAL
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VILLAS (the "Project"), 4750-4820, approx. 1,000 sq. feet, West Commercial
Blvd., Tamarac, FL 33319, upon the following TERMS AND CONDITIONS:
L. TERM AND RENT. Lessor demises the above premises for a term of Three (3)
years, commencing July 1st, 2002, and terminating on June 30th, 2005 or sooner
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as provided herein at the rental indicated below.
The rent during the term of this lease shall be payable by Lessee in
monthly installments on or before the first day of each month in advance at the
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office of Lessor or at such place designated by Lessor without any prior demand
therefor, and without any deduction or set-off whatsoever, and shall be as
follows:
From 7/1/02 to 6/30/03 ($1,100.00 per month)
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From 7/1/03 to 6/30/04 ($1,200.00 per month)
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From 7/1/04 to 6/30/05 ($1,300.00 per month)
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Option to Renew, If Applicable.
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This lease being in good standing and in no way in default by the Lessee, the
Lessee is hereby granted an option to extend this lease for an additional period
of TWO (2) years, upon the same terms and conditions, other than the rent being
increased as hereinafter set forth.
In order to exercise the option to extend this lease, the Lessee shall notify
Lessor, in writing of its exercise of its option to extend no later than one
hundred and eighty (180) days prior to the expiration of the original term.
From 7/1/05 to 6/30/06 ($1,400.00 per month)
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From 7/1/06 to 6/30/07 ($1,500.00 per month)
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Lessee shall pay all rent that is due together with applicable Sale or Use Tax.
1st Month Payment Rent: 1st Month Rent ____________ $1,100.00
CAM per para. 7 $131.63
Sales or Use Tax $ 73.90
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SUB TOTAL $1,305.53
Last Month Rent **
Security Deposit **
TOTAL $1,305.53
**SECURITY DEPOSIT OF $1,000.00, AND LAST MONTH RENT OF $1305.53, ARE
TRANSFERRED FROM THE LEASE FOR UNIT 4818.
2. USE. Lessee shall use and occupy the premises for office use. The
premises shall be used for no other purpose.
3. CARE AND MAINTENANCE OF PREMIUMS. Lessee acknowledges that the premises
are in good order and repair. Lessee shall, at its own expense, and at all
times, maintain the premises in good, clean and safe condition, including glass,
electrical wiring, plumbing, air conditioning and heating installations and
other system and equipment upon the premises and shall surrender the same at the
termination hereof, in as good condition as received, normal wear and tear
excepted. Lessee shall be responsible for all repairs required, excepting the
roof, exterior walls, structural foundations and parking, which shall be
maintained by Lessor.
4. ALTERATIONS. Lessee shall not, without first obtaining the written
consent of Lessor, make any alterations, additions, or improvements, to or about
the premises.
5. ORDINANCES AND STATUTES. Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal authorities now
in force, or which may hereafter be in force, pertaining to the premises,
occasioned by or affecting the use thereof by Lessee.
6. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet
any portion of the premises without prior written consent of the Lessor, which
shall not be unreasonably withheld. Any such assignment or subletting without
consent shall be void and, at the option of the Lessor, may terminate this
lease.
7. UTILITIES. All applications and connections for necessary utility
services on the demised premises shall be made in the name of Lessee only, and
Lessee shall be solely liable for utility charges as they become due, including
those for sewer, water, gas, electricity, garbage and telephone services. If
any such services are not separately assessed or metered to Lessee, Lessee shall
pay its pro-rata share, estimated at this time at $131.63 per month. Lessee
agrees to use Certified Security Company for monitoring of the security alarm to
keep the systems of the building consistent at a cost of $26.45 per month.
8. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to
enter upon the premises at reasonable times and upon reasonable notice, for the
purpose of inspecting the same, and will permit Lessor at any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any
usual "To Let" or "For Lease" signs, and permit persons desiring to lease the
same to inspect the premises thereafter.
9. POSSESSION. If Lessor is unable to deliver possession of the premises at
the commencement hereof, Lessor shall not be liable for any damage caused
thereby, nor shall this lease be void or voidable, but Lessee shall not be
liable for any rent until possession is delivered. Lessee may terminate this
lease if possession is not delivered within 30 days of the commencement of the
term hereof.
10. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any damage or
injury to Lessee, or any other person, or to any property, occurring on the
demised premises or any part hereof, and Lessee agrees to hold Lessor harmless
from any claims for damages, no matter how caused.
11. INSURANCE. Lessee, at its expense, shall maintain public liability
insurance including bodily injury and property damage insuring Lessee and Lessor
with minimum coverage of Five Hundred Thousand ($500,000.00) Dollars.
Lessee shall provide Lessor with a Certificate of Insurance showing Lessor
as additional insured. The Certificate shall provide for a ten-day written
notice to Lessor in the event of cancellation or material change of coverage.
To the maximum extent permitted by insurance policies which may be owned by
Lessor or Lessee, Lessee and Lessor, for the benefit of each other, waive any
and all rights of subrogation which might otherwise exist.
12. CONTROL OF COMMON AREAS AND FACILITIES. The use of the sidewalks,
driveway and parking lot and any other common area at the subject premises shall
at all times be subject to the exclusive control and management of Lessor and
Lessor shall have the right from time to time to establish, modify and enforce
reasonable rules and regulations with respect to all common areas and
facilities, and Lessee agrees to abide and conform with such rules and
regulations. Lessee specifically agrees not to over burden the parking lot by
using more than the code allotted spacing for their premises. If Lessee
requires the use of additional parking space Lessee agrees to use off-site
parking, i.e. street.
13. SIGNAGE. Lessee agrees to have installed and maintained, at Lessee's
expense, its name on the canopy in front of its premises consistent with the
other signs of the tenants. No other sign, name, placard, advertisement or
notice visible from the exterior of any leased premises, nor shall any sign be
inscribed, painted or affixed by any Lessee on any part of the Building or
Project without the prior written approval of Lessor.
14. BROKERAGE COMMISSIONS. Lessee represents to the Lessor that no broker
or agent, other than N/A , was instrumental in procuring or
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negotiating or consummating this Lease, and Lessee agrees to defend and
indemnify Lessor against any loss, expense or liability incurred by Lessor as a
result of a claim by any other broker or finder in connection with this Lease or
its negotiation.
15. TAX ASSESSMENT AND INSURANCE INCREASE. In the event there is any
increase during any year of the term of this lease in the City, County or State
real estate taxes over and above the amount of such taxes assessed for the prior
tax year, whether because of increased rate or valuation, Lessee shall pay to
Lessor within ten (10) days of receipt of tax bill an amount equal to its
pro-rata share of the increase in taxes upon the land and buildings in which the
leased premises are situated. In the event that such taxes are assessed for a
tax year extending beyond the term of the lease, the obligation of Lessee shall
be proportionate to the portion of the lease term included in such year.
If the premium for property, casualty and/or liability insurance (or
similar insurance premiums) payable by lessor, with respect to the Project
increase over the amount of the last premiums paid by the said Lessor, Lessee
shall pay to Lessor as additional rent within ten (10) days after the amount of
such insurance premiums are ascertained, an amount equal to its pro-rata share
of the increase in the premiums in which the leased premises are situated. In
the event that such insurance premiums are assessed for a year extending beyond
the term of the lease, the obligation of Lessee shall be proportionate to the
portion of the lease term included in such year.
The parties hereto agree that Lessee's pro-rata share for any items to be
pro-rated pursuant to this lease is 1/33.
16. MECHANICS'S LIENS. Lessee agrees to promptly pay all costs and expenses
of any repairs, construction or installations, which are the responsibility of
Lessee so that no mechanics, materialmen's and laborers' liens are filed against
the premises. Lessee agrees to indemnify and save Lessor harmless from any such
liens and to cause same to be paid, canceled or discharged within five (5) days
of notice. In no event shall anything contained in this paragraph or elsewhere
in the lease be deemed to subject Lessor's interest in the premises to the lien
of any person doing work or furnishing materials at the instance and request of
Lessee. Upon request, Lessee agrees to execute a memorandum reflecting the
provisions of the foregoing paragraph.
17. P1EDGE. The said Lessee hereby pledges and assigns to the Lessor all
the furniture, fixtures, good and chattels of said lessee, which shall or may be
brought or put on said premises as security for the payment of the rent herein
reserved, and the Lessee agrees that the said lien may be enforced by distress
foreclosure or otherwise at the election of said Lessor.
18. NOISE, NUISANCE, ETC. Lessee shall not make or permit any noise or
odor, which is objectionable to other tenants of the Project to emanate from the
premises and shall not create or maintain a nuisance therein and shall not
distribute, solicit or canvas in the common areas of the project. Lessee shall
not install any radio or television antennas at the premises without the prior
written consent of the Lessor. Lessee shall not bring any machinery, equipment,
safe, which may cause damage or danger to the building. Lessee shall not
maintain at the premises or permit the use of any chemicals or materials, in
such quantities, which may pose an environmental or safety hazard.
19. EMINENT DOMAIN. If the premises or any part thereof or any estate
therein, or any other part of the building materially affecting Lessee's use of
the premises, shall be taken by eminent domain, this lease shall terminate on
the date when title vests pursuant to such taking. The rent, and any additional
rent, shall be apportioned as of the termination date, and any rent paid for any
period beyond that date shall be repaid to Lessee. Lessee shall not be entitled
to any part of the award for such taking or any payment in lieu thereof, but
Lessee may file a claim for any taking of fixtures and improvements owned by
Lessee, and for moving expenses
20. DESTRUCTION OF PREMISES. In the event of a partial destruction of the
premises during the term hereof, from any cause, Lessor shall forthwith repair
the same, provided that such repairs can be made within sixty (60) days under
existing governmental laws and regulations, but such partial destruction shall
not terminate this lease, except that Lessee shall be entitled to a
proportionate reduction of rent while such repairs are being made, based upon
the extent to which the making of such repairs shall interfere with the business
of Lessee on the premises. If such repairs cannot be made within said sixty
(60) days, Lessor, at his option, may make the same within a reasonable time,
this lease continuing in effect with the rent proportionately abated as
aforesaid, and in the event that Lessor shall not elect to make such repairs
which cannot be made within sixty (60) days, this lease may be terminated at the
option of either party. In the event that the building in which the demised
premises may be situated is destroyed to an extent of not less than one-third of
the replacement costs thereof, Lessor may elect to terminate this lease whether
the demised premises be injured or not. A total destruction of the building in
which the premises may be situated shall terminate this lease.
21. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the payment of
rent, or any additional rent, or defaults in the performance of any of the other
covenants or conditions hereof, Lessor may give Lessee notice of such default
and if Lessee does not cure any such default within FIVE (5) days, after the
giving of such notice then Lessor may terminate this lease and Lessee shall then
quit and surrender the premises to Lessor, but Lessee shall remain liable to
Lessor for loss of rent and other charges due under the terms of lease and for
any damages or costs to restore the premises in the condition as delivered to
Lessee at the inception of this lease. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of the
premises by any lawful means and remove Lessee or other occupants and their
effects. No failure to enforce any term shall be deemed a waiver. Any rent
received after the fifth day of the month there shall be a five ($5.00) dollar
per day late fee.
22. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of
this lease the sum of ONE THOUSAND DOLLARS ($1,000.00) as security for the
performance of Lessee's obligations under this lease, including without
limitation the surrender of possession of the premises to Lessor as herein
provided. If Lessor applies any part of the deposit to cure any default of
Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that
Lessor shall have the full deposit on hand at all times during the term of this
lease. No interest shall be paid by the Lessor to the Lessee on such security
deposit, and Lessor may commingle those funds.
23. RECORDING. Lessee shall not record this lease without the written
consent of Lessor.
24. LIABILITY OF LESSOR. Title to the Premises is in a trust and Lessee
agrees that neither the trustees nor the beneficiaries of the trust shall be
personally liable. Lessee shall not make any claim under this Lease against the
trustee(s) or beneficiaries of the trust, personally, and Lessee agrees that it
shall look solely to the estate and property of the Lessor in the land and
building comprising the Premises of which the demised premises are a part for
the collection of any judgment (or any other judicial process) requiring the
payment of money by Lessor in the event of any act, default or breach by Lessor
with respect to any of the terms, covenants, and conditions of this lease to be
observed and performed by Lessor and no other property or estates of Lessor
shall be subject to levy, execution or other enforcement procedures for the
satisfaction of Lessee's remedies.
25. ATTORNEYS' FEES. In case suit should be brought for recovery of the
premises, or for any sum due hereunder, or because of any act which may arise
out of the possession of the premises, by either party, the prevailing party
shall be entitled to all costs incurred in connection with such action,
including a reasonable attorney's fee.
26. NOTICES. Any notice which either party may or is required to give,
shall be given by mailing the same, postage prepaid, to Lessee at the premises,
or Lessor at the address shown above, or at such other places as may be
designated by the parties from time to time.
27. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to
the benefit of the heirs, assigns and successors in interest to the parties.
28. SUBORDINATION. This lease is and shall be subordinated to all existing
and future mortgages against the property. Lessee agrees to execute upon
request of Lessor memorandum or agreement reflecting the Subordination.
29. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement
between the parties and may be modified only by a writing signed by both
parties.
30. FACSIMILES. Facsimile copies of this lease signed by the parties shall
serve as originals for all purposes.
31. RADON GAS. Radon Gas is a naturally occurring gas that, when
accumulated in a building in sufficient quantities may present health risks to
persons 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.
Signed this 3 day of -------, 2002.
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LESSOR:
/s/ David Feldman
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DAVID FELDMAN, as Trustee
d/b/a COMMERCIAL VILLAS
LESSEE: BEAUTWORKS USA OF
FLORIDA INC., a Florida corporation
/s/ Edward S. Roth
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By: Edward S. Roth, President
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