EXHIBIT 10.21
LEASE CONTRACT
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Contract #030
This lease is made between Universal Campus Credit Union of 000 Xxxx Xxxxx Xxxx
Xx., Xxxxx, XX 00000, herein called UCCU, and iMall Inc. of 0000 Xxxxx 000 Xxxx,
Xxxxx 000, Xxxxx, Xxxx 00000, herein referred to as Tenant.
Tenant hereby offers to lease from UCCU the premises situated at 000 X.
Xxxxxxxxx Xx., Xxxxx, XX 00000, Suite #220, as outlined in addendum A of this
contract. Said premise represents 2875 rentable square feet.
1. Term. Contract commences December 1, 1998 and terminates on November 30,
2001.
2. Rent. Three thousand eight hundred and thirty-three dollars ($3833.00) due
the first of each month for that month's rent.
3. Security Deposit. Tenant shall deposit with UCCU on the signing of this
lease the sum of $7666.00 (first and last month's rent) as security for the
performance of Tenant's obligations under this lease, including without
limitation the surrender of possession of the premises to UCCU as herein
provided. If UCCU applies any part of the deposit to cure any default of
Tenant, Tenant shall on demand, deposit with UCCU the amount so applied so
that UCCU shall have the full deposit on hand at all times during the term
of this lease. A nonrefundable premise reconditioning fee of 10% ($766) will
be retained from the security deposit upon termination of contract.
4. Late Payment. In the case that the monthly payment is not received by the
first of the month, a ten day grace period will apply. After the grace
period, a late payment penalty shall be incurred at the rate of $25.00 per
day. If payment is not received within twenty-five days after the first of
the month, UCCU may elect, without notice or legal process, to nullify this
contract, re-enter and take possession of said premises, and retain any and
all funds held as a security deposit.
5. Use. Tenant shall use and occupy the premises for general office work only.
6. Alterations. Tenant shall not, without first obtaining the written consent
of UCCU, make any alterations, additions, or improvements, in, to, or about
the premises. Additionally, any alterations must either be made by a party
of UCCU's choice, or a party approved by UCCU. UCCU reserves the right to
elect which option shall be taken. Tenant shall incur all costs associated
with said alterations.
7. Care and Maintenance of Premises. UCCU shall be responsible to maintain the
roof, exterior walls, structural items, heating, air conditioning,
mechanical systems, building lights, building electrical systems, exterior
windows, and parking lot-sidewalk areas (including snow removal). Tenant
shall be responsible for maintenance of interior walls, interior decorating,
trash removal and all other janitorial items.
8. Utilities. UCCU shall be responsible for power, heating and cooling costs.
Tenant shall be responsible for all telephone and data communication costs.
9. Mail Service. Tenant shall be responsible for Tenant's mail service, with
reasonable accommodations made by UCCU.
10. Insurance. Insurance for personal property is the sole responsibility of
Tenant. UCCU will be responsible for insurance on the building.
11. Entry and Inspection. Tenant shall permit UCCU or UCCU's agents to enter
upon the premises at reasonable times and upon reasonable notice for the
purpose of inspection and maintenance.
12. Assignment and Subletting. Tenant shall not assign this lease or sublet
any portion of the premises without prior written consent of UCCU, which
shall not be unreasonably withheld. Any such assignment or subletting
without consent shall be void and, at the option of UCCU, may terminate
this lease.
13. Indemnification of Lessor. UCCU shall not be liable for any damage or
injury to Tenant, or any other person, or to any property, occurring on the
demised premises or any part thereof, and Tenant agrees to hold harmless
from any claims for damages, no matter how caused.
14. Option to renew. Tenant may exercise a first right of refusal in order to
renew the contract at the end of the original three-year lease term. Any
and all terms may be renegotiated at such time.
15. Termination of contract. In the event that the Tenant desires to
prematurely terminate this contract, a sixty (60) days written notice will
terminate the contract. If termination from the Tenant occurs at any time
during the contract period, the entire security deposit (equal to two
month's rent) will be withheld and retained by UCCU as penalty. In the
event that UCCU desires to prematurely terminate the contract, a one year,
365 day written notice will terminate the contract with no penalty for such
action.
16. Rules and regulations. Tenant will abide by the rules and regulations as
outlined in addendum B.
17. Parking. Tenant will park in designated areas as outlined in addendum C.
Each party shall be responsible for losses resulting from negligence or
misconduct of himself, his employees or invitees. Furthermore, in case of
failure to faithfully perform the terms and covenants herein set forth, the
defaulting party shall pay all costs, expenses, and reasonable attorneys' fees
resulting from the enforcement of this agreement or any right arising out of
such breach.
Signed ...
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Universal Campus Credit Union
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Title Date
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iMall Inc.
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Title Date
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ADDENDUM B
RULES AND REGULATIONS
1. The sidewalks, passages, exits, entrances, public transit system,
accessways, public areas, and stairways of the Building shall not be obstructed
by Tenant or used by it for any purpose other than for ingress to and egress
from the Premises. The halls, passages, exits, entrances, public transit
system, accessways, public areas, and stairways are not for the use of the
general public, and Landlord shall in all cases retain the right to control and
prevent access thereto of all persons whose presence in the judgment of Landlord
would be prejudicial to the safety, character, reputation and interests of the
Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant normally deals in
the ordinary course of its business, unless such persons are engaged in illegal
activities. Tenant shall not at any time go upon the roofs of the Building.
2. No sign, placard, picture, name, advertisement or notice visible
from the exterior of the Premises shall be inscribed, painted, affixed or
otherwise displayed on any part of the Building. Landlord will adopt and furnish
to Tenant general guidelines relating to signs inside the building on the office
floors. Tenant agrees to conform to such guidelines. All approved signs or
lettering on doors shall be printed, painted, affixed or inscribed at the
expense of Tenant by a person approved by Landlord. Material visible from
outside the building will not be permitted.
3. The Premises shall not be used for the storage of merchandise held
for sale to the general public or for lodging. No cooking shall be done or
permitted by Tenant on the Premises, except that use by Tenant of Underwriters'
Laboratory-approved portable equipment for brewing coffee, tea, hot chocolate
and similar beverages shall be permitted, provided that such use is in
accordance with all applicable federal, state, and city laws, codes, ordinances,
rules and regulations. No dangerous, flammable, combustible, or explosive object
or material shall be brought into the Building or kept in the Premises by Tenant
without prior written consent of Landlord, which consent shall not be
unreasonably withheld.
4. Tenant shall not employee any person or persons other than the
janitor of the Landlord for the purpose of cleaning the Premises, unless
otherwise agreed to by Landlord in writing. Except with written consent of
Landlord, which consent shall not be unreasonably withheld, no person or persons
other than those approved by Landlord shall be permitted to enter the Building
for the purpose of cleaning the same. Tenant shall not cause any unnecessary
labor by reason of Tenant's carelessness or indifference in the preservation of
good order and cleanliness.
5. Landlord will furnish Tenant with five sets of keys to the
Premises, free of charge. Additional keys will provided at $5.00/key
($10.00/set). Tenant, upon the termination of contract, shall deliver to
Landlord all keys to doors in the Building and the Premises that shall have been
furnished to Tenant.
6. Landlord shall have the right to prescribe the weight and position
of safes and other objects of excessive weight. Furthermore, no safe or object
whose weight exceeds the
lawful load for the area upon which it would stand shall be brought into or kept
at the Premises. If, in the sole and absolute discretion of Landlord, it is
necessary to distribute the concentrated weight if any heavy object, all work,
including any required structural design, shall be done at the expense of Tenant
and in such manner as Landlord shall determine in its sole and absolute
discretion. The moving of safes and other heavy objects shall take place only
outside of ordinary business hours upon previous notice to Landlord.
Additionally, the persons employed to move them in and out of the Building shall
be subject to Landlord's approval and if required by law, shall be properly
licensed and insured.
7. Tenant shall not use, keep, permit, or suffer the Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors, and/or vibrations. Tenant
shall not interfere in any way with other tenants or those having business in
the Building. All machines or mechanical equipment permitted to be installed or
used in the Premises shall be equipped, installed, and maintained by Tenant so
as to prevent any disturbing noise, vibration, electrical, or other interference
from being transmitted from the premises to any other area of the Building.
Furthermore, in each case such equipment or machines shall be placed and
operated so as not to disturb other tenants of the Building. No noise, including
the playing of any musical instruments, radio, or television, which might
disturb other tenants of the Building, shall be made or permitted by Tenant.
Tenant shall not do or permit any activity in the Premises, and shall not bring
or keep anything in the Premises, which would impair or interfere with any of
the Building services or Building systems or the proper and economic heating,
cleaning or other servicing of the Building or the Premises, or the use or
enjoyment by any other tenant of any other premises. Neither shall Tenant
install any ventilating, air conditioning, electrical or other equipment of any
kind, which, in the judgment of Landlord, might cause any such impairment or
interference.
8. In the case of invasion, mob, riot, or public excitement rendering
such action advisable in Landlord's opinion, Landlord reserves the right to
prevent access to the Building during the continuance of same by such action as
Landlord may deem appropriate, including closing and locking doors.
9. The directory of the Building will be provided for the display of
the name and location of tenants. Landlord must first approve any additional
name that Tenant shall desire in place upon the directory and, if so approved, a
change will be made thereof.
10. No curtains, draperies, blinds, shutters, shades, screens or
other coverings, hangings or decorations shall be attached to, hung or placed
in, or used in connection with any window of the Building without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
In any event, with the prior written consent of Landlord, such items shall be
installed on the office side of Landlord's standard window covering and shall in
no way be visible from the exterior of the Building. Tenant shall not alter or
remove any exterior window glass of the Building for any reason.
11. Tenant shall not obtain for use in the Premises ice, drinking
water, food, beverage, or other similar services, except at such reasonable
hours and under such reasonable regulations as may be fixed by Landlord.
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12. Tenant shall see that the doors of the Premises are closed and
locked and that all water faucets, water apparatus, and utilities, are shut off
before Tenant or Tenant's employees leave the Premises. Such action will prevent
waste or damage, and for any default or carelessness in this regard Tenant shall
be responsible for all injuries sustained by Tenant and other tenants or
occupants of the Building or Landlord.
13. The toilets, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed. No foreign
substance of any kind whatsoever shall be deposited therein. Any damage
resulting from Tenants misuse thereof shall be paid for by Tenant.
14. Except with the prior written consent of Landlord, which Landlord
may withhold in its sole and absolute discretion, Tenant shall not sell, or
Permit the sale from the Premises of, or use or permit the use of any sidewalk
adjacent to the Premises for the sale of newspapers, magazines, periodicals,
theater tickets, or any other goods, merchandise or service. Neither shall
Tenant carry on, or permit or allow any employee or other person to carry on,
business in or from the Premises for the service or accommodation of occupants
of any other portion of the Building, nor shall the Premises be used for
manufacturing of any kind, or for any business' activity other than that
specifically provided for in Tenant's Lease.
15. Tenant shall not install any radio, television or
telecommunications antenna, loudspeaker, or other device on the roof or exterior
walls of the Building.
16. Tenant shall not use in any part of the Premises, or in the
common areas of the Building, any handtrucks except those equipped with rubber
tires and side guards or such other material-handling equipment as Landlord may
approve in its sole discretion. No such equipment shall be permitted at any time
in the passenger elevators of the Building without consent from Landlord. No
other vehicles of any kind shall be brought by Tenant into the Building or kept
in or about the Premises.
17. Tenant shall store all its trash and garbage within the Premises
until removal of same to such location of the real Property as may be designated
from time to time by Landlord.
18. No material shall be placed in the Building trash boxes or
receptacles if such material is of such nature that it may not be disposed of in
the ordinary and customary manner of removing and disposing of trash and garbage
in the City of Provo without being in violation of any law or ordinance
governing such disposal.
19. Canvassing, soliciting, peddling or distribution of handbills or
any other written material, in the Building is prohibited and Tenant shall
cooperate to prevent same.
20. Tenant shall immediately, upon request from Landlord (which
request need not be in writing), reduce its lighting in the Premises for
temporary periods designated by Landlord, when required to prevent overloads of
the mechanical or electrical systems of the Building.
21. Landlord reserves the right to select the name of the Building
and to make such change or changes of name as it may deem appropriate from time
to time, and Tenant shall not refer to the Building by any name other than: (i)
the names as selected by Landlord (as name
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may be changed from time to time), or (ii) if the postal address, as approved by
the United States Post Office. Tenant shall not use the name of the Building in
any respect other than as an address of its operation in the Building without
the prior written consent of Landlord, which Landlord may withhold in its sole
and absolute discretion.
22. The requirements of Tenant will be attended to only upon
application by telephone or writing or in person at the management office of the
Building. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord.
23. Landlord may waive any one or more of these Rules and Regulations
for the benefit of any particular tenant or tenants, but no such waiver by
Landlord shall be construed as a waiver of these Rules and Regulations in favor
of any other tenant or tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the tenants of the
Building.
24. Wherever the work "Tenant" occurs in these Rules and Regulations,
it is understood and agreed that it shall mean Tenant's associates, agents,
clerks, employees, customers and visitors. Wherever the word "Landlord" occurs
in these Rules and Regulations, it is understood and agreed that it shall mean
Landlord's assigns, agents, clerks, employees, customers and visitors.
25. These Rules and Regulations are in addition to, and shall not be
construed in any to modify, alter or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of premises in the Building.
26. Landlord reserves the right to make such other and reasonable
rules and regulations as may from time to time be needed for the safety, care,
efficiency, cleanliness, management and operation of the Building, and for the
preservation of good order therein.
27. Americans with Disabilities Act (ADA): Tenant accepts liability
for and agrees to make reasonable modifications in policies, practices, or
procedures when the modifications are necessary to afford goods, services,
facilities, privileges, advantages, or accommodations to individuals with
disabilities in accordance with the ADA. Landlord shall bear the costs, if any,
of such modifications required for the premises.
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