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EXHIBIT 10.4
[SON CORPORATION LETTERHEAD]
FINANCIAL FACILITIES
LEASE AGREEMENT
This agreement made and entered into by and between SON Corporation, Wichita,
Kansas, hereinafter called "Lessor", and GULF COAST BANCORP, INC. hereinafter
called "Lessee".
WITNESSETH:
Whereas, Lessee is desirous of leasing a New 28' x 70' SON Financial Facility
and, whereas Lessor desires to furnish, equip, and lease such structure to
Lessee upon the terms and conditions hereinafter contained. Now, therefore, in
consideration of the mutual covenants hereinafter contained, the parties do
hereby agree as follows:
1.) STRUCTURE. Lessor proposes to furnish to Lessee the SON FINANCIAL
FACILITYas per attached Exhibit "A" Drawing # 28709709 , and Exhibit "B"
Specifications.
PERMIT PROCUREMENT. LESSOR SHALL FURNISH FLOOR PLANS AND ELEVATIONS. LESSEE
SHALL BE RESPONSIBLE FOR OBTAINING ALL REQUIRED BUILDING/CONSTRUCTION PERMITS,
PAYMENT OF FEES FOR REQUIRED PERMITS, AND STAMPED ENGINEERS FOUNDATION PLANS,
AND THE COSTS THEREOF.
2.) DELIVERY. Since the intended Lessee to this Agreement, Gulf Coast Community
Bank (in organization), requires regulatory approvals from the Office of the
Comptroller of the Currency (the "OCC") and the Federal Deposit Insurance
Corporation (the "FDIC") before it becomes a viable entity (the "Preliminary
Approval"), this Agreement will not become valid and effective until such
Preliminary Approval is granted. Lessor agrees to deliver said SON FINANCIAL
FACILITY to Lessee's jobsite (location) Port Charlotte, Florida within 60 days
of receipt of City and Preliminary Approvals. Lessor shall provide the
transportation of the preconstructed sections, with its special vehicles to
Lessee's construction jobsite. SON Corporation shall not attempt to transport
the building onto the jobsite during conditions of severe ground moisture
unless the Lessee is willing to assume any and all charges resulting from
increased labor, materials and/or equipment requirements. If delays occur
during transit due to accidents or Acts of God, then Lessor's responsibility
shall be limited to expedient repairs or replacement of facility. Lessee shall
provide a temporary electrical service pole on the site prior to arrival of the
modular units. The pole shall be placed by coordination with Lessor so as to
avoid interference with delivery and workmen. Wheels, axles, hitches, and
associated hardware are the property of Lessor and are used exclusively for the
transportation of the modular units. All above mentioned transportation
equipment will be removed and retained by Lessor after delivery. Should Lessee
elect to purchase said equipment, these items shall be specifically listed on
Exhibit "B" Specification sheet and the contract price will then be adjusted to
include these items.
3.) SETTING. Lessor agrees to deliver and set the facility on a foundation
provided by Lessee. Lessee agrees to construct the foundation and access ramp
as designed and as instructed by Lessor. The receiving foundation shall be
true, square and plumb with a smooth and level top surface. Foundation is built
in strict compliance with drawings furnished by Lessee's engineer, based on
information provided by the Lessor.
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FINANCIAL FACILITIES LEASE AGREEMENT...PAGE TWO
Lessor's craftsmen shall be allowed TEN (10) full working days, without
interference or interruption from other crafts, equipment, vehicles or
materials. Lessor's experienced installation craftsmen are NON-union. If the
Lessee wishes to have any or all of the installation work performed by other
contractors, the cost of such services and any related equipment used by them
shall be paid for directly by Lessee to such contractors and/or subcontractors.
There shall be no deduction from Lessor's contract amount, as our craftsmen
shall remain on the job in the capacity of "consultants".
IF LESSEE CONTRACTS WITH OUTSIDE SOURCES TO PERFORM WORK DURING INSTALLATION
FOR WORK WHICH IT BELIEVES TO BE THE RESPONSIBILITY OF LESSOR, THEN LESSEE MUST
RECEIVE LESSORS WRITTEN CONSENT PRIOR TO SAID WORK BEING PERFORMED; LESSEE'S
FAILURE TO RECEIVE SUCH PRIOR CONSENT WILL RESULT IN LESSOR NOT BEING
RESPONSIBLE FOR COSTS INCURRED FOR SAID WORK. ANY REQUIREMENTS OR CHANGES MADE
TO THE BUILDING AS A RESULT OF LOCAL BUILDING CODE REQUIREMENTS, WILL BE AN
ADDITIONAL COST TO THE LESSEE.
Any delays caused to Lessor, by Lessee, either in delivery or installation,
except in Acts of God, shall result in additional costs to Lessee. All taxes,
including State sales tax, shall be paid by Lessee. Lessee agrees that the site
selected for said structure shall not violate any zoning laws or regulations,
or sanitation or health code regulations. Lessee shall be responsible for the
installation and connection of all utilities, including the installation and
connection of electrical service to the main panel, electrical service to the
heating and air-conditioning condensers, and hook up of furnished, precharged
freon lines. Plumbing supply and drain lines to the building, interconnects
between plumbing stub outs, and crossover connections between modular sections
shall be provided by Lessee. Telephone or security conduit, when installed by
Lessor, shall be limited to contract specifications, and will only include such
conduit as specified to be installed and terminated six inches (6") below the
base of the floor. Connections between conduit runs will not be installed by
the Lessor. Other sitework such as retaining walls, ramping, curbs, surfacing,
and landscaping shall be the responsibility of Lessee. Upon termination of
lease, the Lessee shall be responsible for disconnection of all utilities. This
is to include proper disconnection of the air-conditioning system by licensed
tradesmen. Lessee shall provide a ramp for the removal of the building similar
to the ramp required for delivery of the building. Lessee shall remove any
perimeter walls and obstructions to provide Lessor free and clear access to
remove the building. In the event, in Lessor's judgment, it becomes necessary
to use a crane to make this installation, Lessor is authorized to contract for
said crane and add the cost of said crane as an additional item to Lessee's
cost.
4.) TERMS AND RENTAL. The terms of this lease shall be for a period of twelve
(12) months . Lessee agrees to pay to Lessor the sum of $ 3,750.00 per month
plus monthly sales tax in advance as and for rent commencing upon placement of
the modular building onto the foundation, or by (date) February 1st, 1998
whichever is sooner, and continuing each month thereafter for eleven (11)
consecutive months. An amount of $ 7,650.00 shall be paid to Lessor upon
signing this contract; and, said sum shall be treated by Lessor as payment of
the last month's rent of $ 3,750.00 , security/maintenance deposit of $ 200.00
, and delivery/set-up cost of $ 3,700.00 . All monthly lease payments are due
no later than the established first day of the lease. All delivery and set
charges are based on the normal working hours of 8am to 5pm, Monday through
Friday (holidays excluded). In the event that the Lessee requests SON
Corporation's crews to perform in an exception to the standard hours as stated
above, then the delivery and set charge will be adjusted accordingly to allow
fair and reasonable compensation to SON Corporation.
5.) OPTION TO RENEW. Lessee is hereby granted the option to renew this lease,
from month-to-month, at a current market rate. It is agreed by Lessee that such
option shall be exercised in writing, addressed to
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FINANCIAL FACILITIES LEASE AGREEMENT...PAGE THREE
Lessor at its principal place of business, and mailed by certified mail to
Lessor at least 60 days prior to the expiration of the primary term of lease.
In the event Lessee exercises its option under this paragraph, Lessee shall be
required to give Lessor 60 days written notice of its intent to terminate its
month-to-month tenancy.
6.) INSURANCE. Lessor agrees to provide property damage insurance for said
building and equipment as supplied by Lessor insuring the same against fire,
wind and hail damage. Lessee shall be responsible for all other insurance,
including but not limited to liability insurance.
7.) TAXES AND ASSESSMENTS. Lessee agrees that it shall be responsible for
payment of all taxes, liens, assessments, or any other claims which may be
levied or asserted against said structure while in the care, custody, and
control of Lessee; and whether asserted as claims against real property,
personal property, or otherwise. In the event of default by Lessee, Lessee
agrees to indemnify and hold harmless Lessor from any and all loss resulting to
Lessor from Lessee's failure to timely discharge such obligation.
8.) MAINTENANCE. Lessor agrees that it shall be solely responsible for care,
maintenance and up-keep of said structure and equipment during the time this
lease is in effect. Upon expiration of the term of this lease, or any renewal
thereof, Lessee shall return said structure to Lessor in the same condition as
delivered to Lessee, less reasonable wear. Lessor authorizes Lessee, in cases
of emergency, to contact responsible local service people for repairs of less
than $100.00 value. Repairs of greater value must be authorized in writing, or
via the telephone, with an officer of SON Corporation.
** SECURITY/MAINTENANCE DEPOSIT. Lessee agrees to a deposit of $200.00 per
modular section to be paid by the Lessee as part of the initial contract
deposit and designated as the SECURITY/MAINTENANCE DEPOSIT. Within 15 days of
termination of the lease, Lessor shall conduct an inspection of the building
condition and physical inventory. All monies shall be returned to Lessee upon
determination that the building and contents have been maintained in a
responsible condition, minus reasonable wear and tear, and the building,
carpet, and contents are clean, have all refuse removed, and returned to the
Lessor in a "ready to occupy" condition. Such deposit monies may be retained by
Lessor to correct any construction alterations to the original configuration of
the modular units which have not been corrected by the Lessee or his agents
prior to vacating the facility. Such monies may also be retained as
compensation for improper disconnection of the air-conditioning system which
have resulted in additional expense to the Lessor.
9.) DEFAULT. In the event of default of Lessee of any provision of this
agreement, Lessor shall have the right to declare this agreement null and void
upon 15 days written notice to Lessee, and, to prepare and remove said
structure from the site where it may be located, and Lessee shall be
responsible for any and all costs incurred by Lessor in connection with its
repossession of said structure. Further, it is agreed by the parties hereto
that in the event of Lessee's default of any provision of this agreement,
Lessor shall be entitled to retain all sums paid to it by Lessee as liquidate
damages, and shall have the right to legal recourse upon this agreement for any
and all sums due it under the terms of this agreement.
10.) ASSIGNMENT. Both parties agree and understand that the proposed bank
subsidiary of Gulf Coast Bancorp, Inc., Gulf Coast Community Bank (in
organization), requires regulatory approvals from the OCC and the FDIC before
it becomes a viable entity, and that this Agreement will not become valid and
effective until such Preliminary Approval is granted. At that time when the
Preliminary Approval is granted, this
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FINANCIAL FACILITIES LEASE AGREEMENT...PAGE FOUR
Agreement will be automatically modified so that Gulf Coast Bancorp, Inc. will
have assigned all of its interests in the equipment and the lease to Gulf Coast
Community Bank (in organization).
With the aforementioned exception regarding the mandatory assignment to Gulf
Coast Community Bank (in organization), Lessee shall not transfer, assign,
sell, sublet or otherwise dispose of any of Lessee" interest in any equipment
or this lease, and any attempt by Lessee to accomplish the same without
Lessor's consent shall be void. Lessor may, at any time, without notice to
Lessee, mortgage, grant security interests in or otherwise transfer, sell or
assign all or any part of its interest in this lease or any equipment or any
rent or other sums due or to become due hereunder. In the event Lessor
transfers any schedule or schedules, Lessor shall provide a copy of the lease
to assignee along with the original lease schedule(s). In such event, the terms
of the lease shall be incorporated into the schedule(s). Any such schedule(s)
which has been assigned shall constitute a separate and distinct Lease in the
hands of such assignee. Lessee agrees that the rights hereunder of any assignee
or creditor of Lessor shall not be subject to any defense, set-off or
counterclaim that Lessee may have against Lessor, and that any such assignee or
creditor shall have all of Lessor's rights hereunder, but none of Lessor's
obligation. The foregoing notwithstanding, no such assignment or encumbrance
shall release any of Lessor's obligations hereunder or any claim which Lessee
may have against Lessor. Lessee acknowledges that any assignment or transfer by
Lessor shall not materially change Lessee's duties of obligations under this
lease nor materially increase the risks or liabilities imposed on Lessee.
Lessee further agrees that even if any transfer would be deemed to materially
affect its interests, such transfer is hereby permitted.
OPTIONS
A.) Gulf Coast Community Bank (in organization) may purchase at the end of one
(1) year for $83,000.00
B.) Purchase price is $133,500.00
ACCEPTED BY: SUBMITTED BY:
GULF COAST BANCORP, INC. SON CORPORATION
Port Charlotte, Florida Wichita, Kansas
BY: BY:/s/
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Date: Date: 8-6-97
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This is not a firm and binding contract until accepted by an Executive Officer
of SON CORPORATION.
ACCEPTED BY:
BY:
---------------------------------
Date:
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EXHIBIT "A"
[Floor Plan]
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SON
CORPORATION
EXHIBIT "B"
"STRUCTURAL SPECIFICATIONS"
FLOOR JOISTS -- 2" x 8" on 16" centers
FLOOR DECKING -- two layers of 3/4" tongue and groove plywood
FLOOR FINISH -- commercial 30oz jute back carpet with pad, vinyl in the baths
WALL STUDS -- 2" x 4" on 16" centers
EXTERIOR WALL SHEATING -- 1/2" CDX plywood, glued and nailed horizontally
INTERIOR WALLS -- 1/2" sheetrock, taped, bedded and painted
EXTERIOR FINISH -- Hardy panel
ROOF -- 3/12 pitched roof with three-tab asphalt shingles
CEILING -- 8' high, drop ceiling with 2' x 4' tile
INSULATION -- R-11 floor, R-11 exterior walls, R-19 ceiling
INTERIOR DOORS -- solid core, prefinished wood, prefinished wood trim
EXTERIOR DOOR -- commercial front glass door with closure, aluminum frame with
tinted glass and deadbolt; one rear metal exit door with closure and deadbolt
INTERIOR WINDOW -- 30" x 60"
EXTERIOR WINDOWS -- 30" x 60" insulated, double glazed, tinted in anodized
aluminum frame
BATH -- half bath with lavatory, polished edge mirror, tissue holder, six
gallon water heater, exhaust fan in bath with vent through the roof
PLUMBING -- per UPC, sweat copper supply lines, ABS drain waste and vents, per
code
WIRING -- copper wiring in conduit, per National Electric Codes
INTERIOR LIGHTING -- fluorescent, four-tube, recessed lighting, per code
8/97
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EXHIBIT "B"
STRUCTURAL SPECIFICATIONS
continued
EXTERIOR LIGHTING -- front and back doors
HEATING SYSTEM -- standard heat duct system with registers, heat/cool
thermostat, electric, per engineering recommendations; gas is optional
COOLING SYSTEM -- air-conditioning with wiring ready for connections, per
engineering recommendations
COUNTER TOPS AND CHECK WRITING STAND -- plastic laminate (▇▇▇▇▇▇ Art)
TRAP DOOR FOR ACCESS UNDER THE BUILDING
GULF COAST BANCORP,INC., Florida 8/97