Exhibit 10.4
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Florida Commercial Lease Agreement
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This Commercial Lease Agreement ("Lease") is made and effective January 1st
2007, by and between the Xxxxxx Family Spendthrift Trust ("Landlord") and Pop
Starz Records, Inc. ("Tenant").
Landlord is the owner of Real Property and improvements commonly known and
numbered as 0000 Xxxx Xxx. # XX00 Xxxxx Xxxxx XX 00000 and legally described as
follows (the "Building"): MIRADOR 1000 CONDO UNIT PH19 UNDIV 543/376015 INT IN
COMMON ELEMENTS OFF REC 22959-1727 COC 23427-2535 05 2005 1
Landlord makes 0000 Xxxx Xxx. # XX00 Xxxxx Xxxxx XX 00000 available for lease
(the "Leased Premises").
Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to
lease the Leased Premises from Landlord for the term, at the rental and upon the
covenants, conditions and provisions herein set forth.
THEREFORE, in consideration of the mutual promises herein, contained and other
good and valuable consideration, it is agreed:
1. Term.
A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby
leases the same from Landlord, for an "Initial Term" beginning January 1st ,
2007 on a month-to-month basis through December 31st 2008. Landlord shall use
its best efforts to give Tenant possession as nearly as possible at the
beginning of the Lease term. If Landlord is unable to timely provide the Leased
Premises, rent shall xxxxx for the period of delay. Tenant shall make no other
claim against Landlord for any such delay.
B. Tenant may renew the Lease for one extended term of one year. Tenant shall
exercise such renewal option, if at all, by giving written notice to Landlord
not less than ninety (90) days prior to the expiration of the Initial Term. The
renewal term shall be at the rental set forth below and otherwise upon the same
covenants, conditions and provisions as provided in this Lease.
2. Rental.
A. Tenant shall pay to Landlord during the Initial Term gross rental of $ 36,000
per year, payable in installments of $ 3,000 per month. Each installment payment
shall be due in advance on the first day of each calendar month during the lease
term to Landlord at 0000 Xxxxxxxx Xxxx. # 000 Xxxx Xxxxx, XX. 00000 or at such
other place designated by written notice from Landlord or Tenant. The rental
payment amount for any partial calendar months included in the lease term shall
be prorated on a daily basis. Tenant shall not be required to pay Landlord a
"Security Deposit".
B. The rental for any renewal lease term, if created as permitted under this
Lease, shall be $ 42,000 per year payable in installments of $ 3, 500
3. Use
Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the
purposes of storing, manufacturing or selling any explosives, flammables or
other inherently dangerous substance, chemical, thing or device.
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4. Sublease and Assignment.
Tenant shall have the right without Landlord's consent, to assign this Lease to
a corporation with which Tenant may merge or consolidate, to any subsidiary of
Tenant, to any corporation under common control with Tenant, or to a purchaser
of substantially all of Tenant's assets. Except as set forth above, Tenant shall
not sublease all or any part of the Leased Premises, or assign this Lease in
whole or in part without Landlord's consent, such consent not to be unreasonably
withheld or delayed.
5. Repairs.
During the Lease term, Tenant shall make, at Tenant's expense, all necessary
repairs to the Leased Premises. Repairs shall include such items as routine
repairs of floors, walls, ceilings, and other parts of the Leased Premises
damaged or worn through normal occupancy, except for major mechanical systems or
the roof, subject to the obligations of the parties otherwise set forth in this
Lease.
6. Alterations and Improvements.
Tenant, at Tenant's expense, shall have the right following Landlord's consent
to remodel, redecorate, and make additions, improvements and replacements of and
to all or any part of the Leased Premises from time to time as Tenant may deem
desirable, provided the same are made in a workmanlike manner and utilizing good
quality materials. Tenant shall have the right to place and install personal
property, trade fixtures, equipment and other temporary installations in and
upon the Leased Premises, and fasten the same to the premises. All personal
property, equipment, machinery, trade fixtures and temporary installations,
whether acquired by Tenant at the commencement of the Lease term or placed or
installed on the Leased Premises by Tenant thereafter, shall remain Tenant's
property free and clear of any claim by Landlord. Tenant shall have the right to
remove the same at any time during the term of this Lease provided that all
damage to the Leased Premises caused by such removal shall be repaired by Tenant
at Tenant's expense.
7. Property Taxes.
Landlord shall pay, prior to delinquency, all general real estate taxes and
installments of special assessments coming due during the Lease term on the
Leased Premises, and all personal property taxes with respect to Landlord's
personal property, if any, on the Leased Premises. Tenant shall be responsible
for paying all personal property taxes with respect to Tenant's personal
property at the Leased Premises.
8. Insurance.
A. If the Leased Premises is damaged by fire or other casualty resulting from
any act or negligence of Tenant or any of Tenant's agents, employees or
invitees, rent shall not be diminished or abated while such damages are under
repair, and Tenant shall be responsible for the costs of repair not covered by
insurance.
B. Landlord shall maintain fire and extended coverage insurance on the Leased
Premises in such amounts, as Landlord shall deem appropriate. Tenant shall not
be responsible for fire and extended coverage insurance on all of its personal
property, including removable trade fixtures, located in the Leased Premises.
C. Landlord shall, each at its own expense, maintain a policy or policies of
comprehensive general liability insurance with respect to the respective
activities with the premiums thereon fully paid on or before due date, issued by
and binding upon some insurance company to afford minimum protection of not less
than $1,000,000 combined single limit coverage of bodily injury, property damage
or combination thereof. Landlord shall be listed as insured on Tenant's policy
or policies of comprehensive general liability insurance. Landlord shall be
required to maintain insurance against thefts within the Leased Premises.
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9. Utilities.
Landlord shall pay all charges for water, sewer, gas, electricity, telephone,
cable TV, Internet access, and other services and utilities used by Tenant on
the Leased Premises during the term of this Lease.
10. Signs.
Tenant shall not have the right to place any signs on or in the Leased Premises.
11. Entry.
Landlord shall have the right to enter upon the Leased Premises at reasonable
hours to inspect the same, provided Landlord shall not thereby unreasonably
interfere with Tenant's business on the Leased Premises.
12. Parking.
Landlord shall supply at least one but no more than three valet parking spaces
13. Building Rules.
Tenant will comply with the rules of the Leased Premises adopted and altered by
Landlord from time to time and will cause all of its agents, employees, invitees
and visitors to do so; all changes to such rules will be sent by Landlord to
Tenant in writing.
14. Damage and Destruction.
Subject to Section 8 A. above, if the Leased Premises or any part thereof or any
appurtenance thereto is so damaged by fire, casualty or structural defects that
the same cannot be used for Tenant's purposes, then Tenant shall have the right
within ninety (90) days following damage to elect by notice to Landlord to
terminate this Lease as of the date of such damage. In the event of minor damage
to any part of the Leased Premises, and if such damage does not render the
Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair
such damage at the cost of the Landlord. In making the repairs called for in
this paragraph, Landlord shall not be liable for any delays resulting from
strikes, governmental restrictions, inability to obtain necessary materials or
labor or other matters which are beyond the reasonable control of Landlord.
Tenant shall be relieved from paying rent and other charges during any portion
of the Lease term that the Leased Premises are inoperable or unfit for
occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other
charges paid in advance for any such periods shall be credited on the next
ensuing payments, if any, but if no further payments are to be made, any such
advance payments shall be refunded to Tenant. The provisions of this paragraph
extend not only to the matters aforesaid, but also to any occurrence which is
beyond Tenant's reasonable control and which renders the Leased Premises, or any
appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in
part, for Tenant's purposes.
15. Default.
If default shall at any time be made by Tenant in the payment of rent when due
to Landlord as herein provided, and if said default shall continue for fifteen
(15) days after written notice thereof shall have been given to Tenant by
Landlord, or if default shall be made in any of the other covenants or
conditions to be kept, observed and performed by Tenant, and such default shall
continue for thirty (30) days after notice thereof in writing to Tenant by
Landlord without correction thereof then having been commenced and thereafter
diligently prosecuted, Landlord may declare the term of this Lease ended and
terminated by giving Tenant written notice of such intention, and if possession
of the Leased Premises is not surrendered, Landlord may reenter said premises.
Landlord shall have, in addition to the remedy above provided, any
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other right or remedy available to Landlord on account of any Tenant default,
either in law or equity. Landlord shall use reasonable efforts to mitigate its
damages.
16. Quiet Possession.
Landlord covenants and warrants that upon performance by Tenant of its
obligations hereunder, Landlord will keep and maintain Tenant in exclusive,
quiet, peaceable and undisturbed and uninterrupted possession of the Leased
Premises during the term of this Lease.
17. Condemnation.
If any legally, constituted authority condemns the Building or such part thereof
which shall make the Leased Premises unsuitable for leasing, this Lease shall
cease when the public authority takes possession, and Landlord and Tenant shall
account for rental as of that date. Such termination shall be without prejudice
to the rights of either party to recover compensation from the condemning
authority for any loss or damage caused by the condemnation. Neither party shall
have any rights in or to any award made to the other by the condemning
authority.
18. Subordination.
Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust
or other lien presently existing or hereafter arising upon the Leased Premises
and to any renewals, refinancing and extensions thereof, but Tenant agrees that
any such mortgagee shall have the right at any time to subordinate such
mortgage, deed of trust or other lien to this Lease on such terms and subject to
such conditions as such mortgagee may deem appropriate in its discretion.
Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing
or hereafter placed upon the Leased Premises, and Tenant agrees upon demand to
execute such further instruments subordinating this Lease or attorning to the
holder of any such liens as Landlord may request. In the event that Tenant
should fail to execute any instrument of subordination herein require d to be
executed by Tenant promptly as requested, Tenant hereby irrevocably constitutes
Landlord as its attorney-in-fact to execute such instrument in Tenant's name,
place and stead, it being agreed that such power is one coupled with an
interest. Tenant agrees that it will from time to time upon request by Landlord
execute and deliver to such persons as Landlord shall request a statement in
recordable form certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full force and
effect as so modified), stating the dates to which rent and other charges
payable under this Lease have been paid, stating that Landlord is not in default
hereunder (or if Tenant alleges a default stating the nature of such alleged
default) and further stating such other matters as Landlord shall reasonably
require.
19. Security Deposit.
Tenant shall not be required to make a security deposit.
20. Notices.
Any notice required or permitted under this Lease shall be deemed sufficiently
given or served if sent by United States certified mail, return receipt
requested, addressed as follows:
If to Landlord to:
Xxxxxx Family Spendthrift Trust , 0000 Xxxxxxxx Xxxx. # 000, Xxxx Xxxxx, XX.
00000
If to Tenant to:
Pop Starz Records, Inc., 0000 Xxxx Xxx. # XX00, Xxxxx Xxxxx, XX. 00000
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Landlord and Tenant shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to
the other party.
21. Brokers.
Tenant represents that Tenant was not shown the Premises by any real estate
broker or agent and that Tenant has not otherwise engaged in, any activity which
could form the basis for a claim for real estate commission, brokerage fee,
finder's fee or other similar charge, in connection with this Lease.
22. Waiver.
No waiver of any default of Landlord or Tenant hereunder shall be implied from
any omission to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and that only for the time and
to the extent therein stated. One or more waivers by Landlord or Tenant shall
not be construed as a waiver of a subsequent breach of the same covenant, term
or condition.
23. Memorandum of Lease.
The parties hereto contemplate that this Lease should not and shall not be filed
for record, but in lieu thereof, at the request of either party, Landlord and
Tenant shall execute a Memorandum of Lease to be recorded for the purpose of
giving record notice of the appropriate provisions of this Lease.
24. Headings.
The headings used in this Lease are for convenience of the parties only and
shall not be considered in interpreting the meaning of any provision of this
Lease.
25. Successors.
The provisions of this Lease shall extend to and be binding upon Landlord and
Tenant and their respective legal representatives, successors and assigns.
26. Consent.
Landlord shall not unreasonably withhold or delay its consent with respect to
any matter for which Landlord's consent is required or desirable under this
Lease.
27. Performance.
If there is a default with respect to any of Landlord's covenants, warranties or
representations under this Lease, and if the default continues more than fifteen
(15) days after notice in writing from Tenant to Landlord specifying the
default, Tenant may, at its option and without affecting any other remedy
hereunder, cure such default and deduct the cost thereof from the next accruing
installment or installments of rent payable hereunder until Tenant shall have
been fully reimbursed for such expenditures, together with interest thereon at a
rate equal to the lessor of twelve percent (12%) per annum or the then highest
lawful rate. If this Lease terminates prior to Tenant's receiving full
reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest
to Tenant on demand.
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28. Compliance with Law.
Tenant shall comply with all laws, orders, ordinances and other public
requirements now or hereafter pertaining to Tenant's use of the Leased Premises.
Landlord shall comply with all laws, orders, ordinances and other public
requirements now or hereafter affecting the Leased Premises.
29. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. Only a further writing that is duly executed by
both parties may modify this Agreement.
30. Governing Law.
This Agreement shall be governed, construed and interpreted by, through and
under the Laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Lease this 29th day of
December 2006.
/s/ __________________
Xxxxxxx Xxxxxx, Trustee, Xxxxxx Family Spendthrift Trust
/s/ __________________
Xxxxxxxx Xxxxxx, President, Pop Starz Records, Inc.
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