SUBLEASE
This Commercial Lease ("Agreement") is entered into as of the Feb. 1, 2004
between The Law Firm of Xxxx & Associates, a professional corporation with its
principal place of business at 0000 X. Xxxxxxxxxx Xxx., Xxxxxxx Xxxx, XX 00000
U.S.A. ("Lessor") and CinTel Corp., a corporation with its principal place of
business at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX X0X0X0, Xxxxxx
("Sublessee").
GENERAL
The Lessor wishes to Lease the Premises (defined below) to the Sublessee;
and the Sublessee wishes to lease those Premises from the Lessor.
In consideration for the mutual promises, covenants, and Agreements made
below, the parties, intending to be legally bound, agree as follows:
DEFINITIONS
For purposes of this Agreement, the following terms will have the indicated
definitions:
"AGREEMENT." This Agreement is by and between the Lessor and the
Sublessee.
"PREMISES." The office situated at 0000 X. Xxxxxxxxxx Xxx., Xxxxxxx Xxxx,
XX 00000 and having an area of approximately 1000 rentable square feet. See
Exhibit A for a map of the Premises.
AGREEMENT
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1. TERM AND RENT. The Sublessor demises the above Premises, commencing Feb.
1, 2004 and terminating on Jan. 31, 2005. Both parties agree that the Sublessor
rents the Premises to the Sublessee for 5000 shares capital stock of Cintel,
Corp. for general use as an office.
2. USE
2.1 USES PERMITTED. The Sublessee shall use and occupy the Premises for
general use as an office. The Premises shall be for no other purpose. The
Sublessor represents that the Premises may lawfully be used for such purpose.
2.2 USES PROHIBITED
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2.2.1 The Sublessee shall not do or permit anything to be done in or about
the Premises nor bring or keep anything that will increase the existing rate or
affect any fire or other insurance upon the building or any of its contents, or
cause a cancellation of any insurance policy covering said building or any part
or any of its contents, nor shall the Sublessee sell or permit to be kept, used
or sold in or about said Premises any articles or substances, inflammable or
otherwise, that may be prohibited by a standard form policy of fire insurance.
2.2.2 The Sublessee shall not do or permit anything to be done in or about
the Premises that will in any way obstruct or interfere with the rights of other
Sublessees of the building or injure or annoy them or use or allow the Premises
to be used for any unlawful or objectionable purpose.
2.2.3 The Sublessee shall not use the Premises or permit anything to be done
in or about the Premises that will in any way conflict with any law now in force
or that may hereafter be enacted. The Sublessee shall at its cost promptly
comply with all laws now in force or that may hereafter be in force and with the
requirements of any board of fire underwriters or other similar body relating to
the Sublessee's improvements or acts.
3. REPAIRS AND MAINTENANCE. By taking possession of the Premises, the
Sublessee shall be deemed to have accepted the Premises as being in good
sanitary order, condition and repair. The Sublessee shall at the Sublessee's
cost, keep the Premises and every part of it in good condition and repair except
for damages beyond the control of the Sublessee. The Sublessee shall upon the
expiration or sooner termination of this lease surrender the Premises to the
Sublessor in good condition, ordinary wear and tear and damage from causes
beyond the reasonable control of the Sublessee excepted. Unless specifically
provided in an addendum to this lease, the Sublessor shall have no obligation to
alter, remodel, improve, repair, decorate or paint the Premises or any part of
it and the parties here, affirm that the Sublessor has made no representations
to the Sublessee respecting the condition of the Premises and the building
except as specifically stated in this Agreement. The Sublessee shall not be
liable or responsible for any repairs to the plumbing, the exterior structure of
the building, or the HVAC systems. The Sublessee shall give the Sublessor
written notice of any required repairs or maintenance. The Sublessor shall not
be liable for any failure to repair or to perform any maintenance unless such
failure shall persist for an unreasonable time after written notice. Any
repairs or maintenance to supplemental cooling or heating equipment required for
the Sublessee's special needs are the responsibility of the Sublessee. Except
as specifically stated in this Agreement, there shall be no abatement of rent
and no liability of the Sublessor by reason of any injury to or interference
with the Sublessee's business arising from making of any repairs, alterations or
improvements to any portion of the building or the Premises or to fixtures,
appurtenances and equipment. The Sublessee waives the right to make repairs at
the Sublessor's expense under any law, statute or ordinance now or hereafter in
effect.
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4. ALTERATIONS. The Sublessee shall not, without first obtaining the
written consent of the Sublessor, make any alterations, additions, or
improvements, in, to or about the Premises. Any such alterations, additions or
improvements, including, but not limited to, wall covering, paneling and
built-in cabinet work, but excepting movable furniture and trade fixtures, shall
become a part of the realty, shall belong to the Sublessor, and shall be
surrendered with the Premises at expiration or termination of the lease. If the
Sublessor consents to any such alterations, additions or improvements by the
Sublessee, they shall be made by the Sublessee at the Sublessee's cost, and any
contractor or person selected by the Sublessee to perform the work shall first
be approved of, in writing, by the Sublessor. Upon expiration, or sooner
termination of the term, the Sublessee shall, upon written demand by the
Sublessor, promptly remove any alterations, additions or improvements made by
the Sublessee and designated by the Sublessor to be removed.
5. ORDINANCES AND STATUTES. The Sublessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal authorities now
in force, or that may hereafter be in force, pertaining to the Premises,
occasioned by or affecting the use by the Sublessee.
6. ASSIGNMENT AND SUBLETTING. The Sublessee shall not assign this lease or
sublet any portion of the Premises without prior written consent of the
Sublessor, that shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Sublessor,
may terminate this lease.
7. SERVICE AND UTILITIES
7.1 SUBLESSOR'S OBLIGATIONS. The Sublessor agrees to furnish to the
Premises during reasonable hours of generally recognized business days to be
determined by the Sublessor, and subject to the Rules and Regulations of the
building, electricity for normal lighting and fractional horsepower office
machines, heat and air conditioning required in the Sublessor's judgment for the
comfortable use and occupancy of the Premises, janitorial, window washing and
elevator service. The Sublessor shall also maintain and keep lighted the common
stairs, gallerias, entries and toilet rooms in the building. The Sublessor
shall not be liable for and the Sublessee shall not be entitled to any reduction
of rental by reason of the Sublessor's failure to furnish any of the foregoing
when such failure is caused by accident, breakage, repairs, strikes, lockouts or
other labor disturbances or labor disputes of any character, or by any other
cause, similar or dissimilar, beyond the reasonable control of the Sublessor.
7.2 SUBLESSEE'S OBLIGATION. The Sublessee shall pay for, prior to
delinquency, all telephone and all other materials and services, not expressly
required to be paid by the Sublessor, that may be furnished to or used in, on or
about the Premises during the term of
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this lease. The Sublessee will not,
without the prior written consent of the Sublessor and subject to any conditions
the Sublessor may impose, use any apparatus or device in the Premises that will
in any way increase the amount of electricity or water usually furnished for use
of the Premises as a general office space. If the Sublessee shall require water
or electric current in excess of that usually furnished or supplied for use of
the Premises as general office space, the Sublessee shall first procure the
consent of the Sublessor. Wherever heat generating machines or equipment are
used in the Premises that affect the temperature otherwise maintained by the air
conditioning system, the Sublessor reserves the right to install supplementary
air conditioning units in the Premises and the cost of them, including the cost
of installation, operation and maintenance of them, shall be paid by the
Sublessee to the Sublessor upon demand by the Sublessor. The Sublessor shall
not be liable for the Sublessor's failure to furnish any of the foregoing when
such failure is caused by any cause beyond the reasonable control of the
Sublessor. The Sublessor shall not be liable under any circumstances for loss
of or injury to property, however occurring, in connection with failure to
furnish any of the foregoing.
8. ENTRY AND INSPECTION. The Sublessor reserve the right to enter the
Premises at any time to inspect the Premises, to provide any service for which
the Sublessor is obligated under this Agreement, to submit the Premises to
prospective purchasers or the Sublessees, to post notices of non-responsibility,
and to alter, improve, maintain or repair the Premises or any portion of the
building that the Premises are a part that the Sublessor deems necessary or
desirable, all without abatement of rent. The Sublessor may erect scaffolding
and other necessary structures where reasonably required by the character of the
work to be performed, but shall not block entrance to the Premises and not
interfere with the Sublessee's business, except as reasonably required for the
particular activity by the Sublessor. The Sublessor shall not be liable in any
manner for any inconvenience, disturbance, loss of business, nuisance,
interference with quiet enjoyment, or other damage arising out of the
Sublessor's entry on the Premises as provided in this section, except damage, if
any, resulting from the negligence or willful misconduct of the Sublessor or its
authorized representative. The Sublessor shall retain a key with which to
unlock all doors into, within, and about the Premises, excluding the Sublessee's
vaults, safes and files. In an emergency, the Sublessor shall have the right to
use any means that the Sublessor deems reasonably necessary to obtain entry to
the Premises, without liability to the Sublessee, except for any failure to
exercise due care for the Sublessee's property. Any such entry to the Premises
by the Sublessor shall not be construed or deemed to be forcible or unlawful
entry into the Premises or an eviction of the Sublessee from the Premises or any
portion of it.
9. POSSESSION. If the Sublessor is unable to deliver possession of the
Premises at the commencement, the Sublessor shall not be liable for any damage
caused thereby, nor shall
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this lease be void or voidable, but the Sublessee
shall not be liable for any rent until possession is delivered.
10. Tenant shall indemnify and defend Landlord and hold it harmless from and
against all claims, suits, actions, damages, judgments, liabilities, fines,
penalties, and expenses for loss of life, personal injury, or damage to property
(a) arising from or out of any occurrences within Leased Premises (provided,
however, that such loss of life, personal injury, or damage to property is not
due to or a result of Landlord's negligence, including gross negligence, or
other act or failure of Landlord, or its officers, agents or employees occurring
prior to or following the execution of this Lease) or (b) by reason of the
occupancy or use of the Leased Premises or any part of the Leased Premises by
Tenant or (c) occasioned by any act or omission of Tenant or breach of this
Lease by Tenant or by its agents, contractors, customers, employees, servants,
sublessees, or concessionaires.
11. INSURANCE
11.1. (A) Throughout the term of this Lease and any extensions thereof, and so
long as Tenant remains in possession of Leased Premises, Tenant shall obtain,
maintain, and pay for comprehensive general liability and casualty insurance
covering the Leased Premises, the business operated by Tenant in the Leased
Premises and the contractual liability of Tenant under this Lease, in form and
with insurers satisfactory to Landlord. Said coverage shall carry a minimum
limit of One Million ($1,000,000.00) per occurrence and Fifty thousand
($50,000.00) Dollars for property damage covering Leased Premises, and for such
other coverages as might be required by Landlord who shall give notice of such
required additional coverage to Tenant.
11.1.(B) All insurance policies required to be maintained by Tenant under this
Lease shall be in insurance companies licensed to do business in the
Commonwealth of Pennsylvania, satisfactory to Landlord, and shall name Landlord
as an additional party insured. Certificates of such insurance (showing payment
of current premiums thereon) shall be delivered to Landlord a minimum of ten
(10) days prior to the commencement of the term of this Lease with renewals
thereof delivered to Landlord a minimum of ten (10) days prior to the expiration
of any of such policies. If requested to do so pursuant to Section 1.06 hereof,
Tenant shall also provide Landlord with copies of the pertinent portions of all
such policies and also permit Landlord to examine the original policies. If
Tenant fails to deliver any of the certificates as required in this Lease,
Landlord may either terminate this Lease or procure such insurance at the cost
of Tenant and pay the premiums thereon. Such premiums shall be deemed
additional rent and shall be payable by Tenant to Landlord together with
interest immediately upon demand.
11.2 WAIVER OF SUBROGATION. As long as their respective insurers so permit,
the Sublessor and the Sublessee each hereby waive any and all rights of recovery
against the
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other for any loss or damage occasioned to such waiving party or its
property of others under its control to the extent that such loss or damage is
insured against under any fire or extended coverage insurance policy that either
may have in force at the time of such loss or damage. Each party shall obtain
any special endorsement, if required by their insurer, to evidence compliance
with this waiver.
12. EMINENT DOMAIN. If more than twenty-five percent (25%) of the Premises
is taken or appropriated by any public or quasi-public authority under the
powers of eminent domain, either party under this Agreement shall have the right
at its option to terminate this lease. If less than twenty-five percent (25%)
of the Premises is taken (or neither party elects to terminate as above,
provided if more than twenty-five percent (25%) is taken), the lease shall
continue, but the rental thereafter to be paid shall be equitably reduced. If
any part of the building of which the Premises are a part is so taken or
appropriated, whether or not any part of the Premises is involved, the Sublessor
shall be entitled to the entire award and compensation for the taking that is
paid or made by the public or quasi-public agency, and the Sublessee shall have
no claim against said award.
13. DESTRUCTION OF PREMISES. In the event of a partial destruction of the
Premises during the term of this Agreement, from any cause, the Sublessor shall
forthwith repair the same, provided that such repairs can be made within sixty
(60) days under existing governmental rules and regulations, but such partial
destruction shall not terminate this lease, except that the Sublessee 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 the Sublessee on the Premises. If such repairs cannot be made
within said sixty (60) days, the Sublessor, 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 the Sublessor shall
not elect to make such repairs that 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, the Sublessor 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.
14. SUBLESSOR'S REMEDIES ON DEFAULT
14.1 If the Sublessee defaults in the payment of rent, or any additional
rent, or defaults in the performance of any of the other covenants or conditions
of this Agreement, the SUBLESSOR may give the Sublessee notice of such default
and if the Sublessee does not cure any such default within three (3) business
days, after the giving of such notice (or if such other default is of such a
nature that it cannot be completely cured within such period, if the Sublessee
does not commence such curing within such three (3) business days and thereafter
proceed with reasonable diligence and in good faith to cure such default), then
the
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SUBLESSOR may terminate this lease on not less than thirty (30) calendar
days' notice to the Sublessee. On the date specified in such notice the term of
this lease shall terminate, and the Sublessee shall then quit and surrender the
Premises to the Sublessor, but the Sublessee shall remain liable as provided in
this Agreement. If this lease shall have been so terminated by the Sublessor,
the Sublessor may at any time thereafter resume possession of the Premises by
any lawful means and remove the Sublessee or other occupants and their effects.
No failure to enforce any term shall be deemed a waiver.
14.2 The making by the Sublessee of any general assignment or general
arrangement for the benefit of creditors; the filing by or against the Sublessee
of a petition to have the Sublessee adjudged a bankrupt or of a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against the Sublessee, same is dismissed within
sixty (60) days; the appointment of a trustee or receiver to take possession of
substantially all the Sublessee's assets located at the Premises or of the
Sublessee's interest in this lease, where possession is not restored to the
Sublessee within thirty (30) days; or the attachment, execution or other
judicial seizure of substantially all of the Sublessees assets located at the
Premises or of the Sublessee's interest in this lease, where such seizure is not
discharged within thirty (30) days.
15. ATTORNEYS' FEES. In case suit should be brought for recovery of the
Premises, or for any sum due under this Agreement, or because of any act that
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.
16. WAIVER. No failure of the Sublessor to enforce any term of this
Agreement shall be deemed to be a waiver.
17. NOTICES. Any notice that either party may or is required to give, shall
be given by mailing the same, postage prepaid, to the Sublessee at the Premises,
or the Sublessor at the address shown above, or at such other places as may be
designated by the parties from time to time.
18. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to
the benefit of the heirs, assigns and successors in interest to the parties.
19. SUBORDINATION. This lease is and shall be subordinated to all existing
and future liens and encumbrances against the property.
20. RULES AND REGULATIONS. The Sublessee shall faithfully observe and
comply with the rules and regulations attached as Exhibit B to this lease, as
well as such rules and regulations that the Sublessor shall from time to time
promulgate. The Sublessor reserves the right from time to time to make all
reasonable modifications to those rules that shall be
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binding to the Sublessee
upon delivery of a copy of them to the Sublessee. The Sublessor shall not be
responsible to the Sublessee for the nonperformance of any of said rules by any
other Sublessee.
21. STATEMENT TO LENDER. The Sublessee shall at any time and from time to
time, upon not less than ten (10) days prior written notice from the Sublessor,
execute, acknowledge, and deliver to the Sublessor a statement in writing, (1)
certifying that this lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modifications and certifying that this
lease as so modified, is in full force and effect), and the date that the rental
and other charges are paid in advance, if any, and (2) acknowledging that there
are not, to the Sublessee's knowledge, any uncured defaults on the part of the
Sublessor under this Agreement, or specifying such defaults if any are claimed.
Any such statement may be relied upon by any prospective purchaser of all or any
portion of the real property of which the Premises are a part.
22. PARKING. The Sublessee shall have the right to use, in common with
other tenants or occupants of the building, parking facilities, provided by the
Sublessor for tenants of 0000 X Xxxxxxxxxx Xxx., Xxxxxxx Xxxx, XX 00000, subject
to the rules and regulations established by the Sublessor.
23. CORPORATE AUTHORITY. Each individual executing this lease on behalf of
the Sublessee's corporation represents and warrants that he is duly authorized
to execute and deliver this lease on behalf of said corporation, in accordance
with a duly adopted resolution of the Board of Directors of said corporation or
in accordance with the by-laws of said corporation, and that this lease is
binding upon said corporation in accordance with its terms.
24. LENDER REQUIREMENTS. Upon request of the Sublessor, the Sublessee will,
in writing, subordinate its rights under this Agreement to the lien of any
mortgage, or deed of trust to any bank, insurance company or other lending
institution, now or hereafter in force against the land and building that the
Premises are a part, and to all advances made or hereafter to be made upon the
security. If any proceedings are brought for foreclosure, or in the event of
the exercise of the power of sale under any mortgage or deed of trust made by
the Sublessor covering the Premises, the Sublessee shall recognize such
purchaser as the Sublessor under this lease.
25. NAME. The Sublessee shall not use the name of the development in which
the Premises are situated for any purpose other than as an address of the
business to be conducted by the Sublessee in the Premises, unless written
authorization is obtained from the Sublessor.
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26. SEVERABILITY. If any provision of this Agreement is found invalid or
unenforceable under judicial decree or decision, the remainder shall remain
valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of warranties,
or exclusion of damages is intended by the parties to be severable and
independent of any other provision and to be enforced as such. Further, it is
expressly understood and agreed that if any remedy under this Agreement is
determined to have failed of its essential purpose, all other limitations of
liability and exclusion of damages set forth in this section shall remain in
full force and effect.
27. GOVERNING LAW. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
28. TOXICS. The SUBLESSOR and the Sublessee acknowledge that they have been
advised that numerous federal, state, and / or local laws, ordinances and
regulations ("Laws") affect the existence and removal, storage, disposal,
leakage of contamination by materials designated as hazardous or toxic
("Toxics"). Many materials, some utilized in everyday business activities and
property maintenance, are designated as hazardous or toxic. Some of the Laws
require that Toxics be removed or cleaned up without regard to whether the party
required to pay for the "clean up" caused the contamination, owned the property
at the time of the contamination occurred or even knew about the contamination.
Some items, such as asbestos or PCB's, that were legal when installed, are now
classified as Toxics, and are subject to removal requirements. Civil lawsuits
for damages resulting from Toxics may be filed by third parties in certain
circumstances.
29. FURNITURE AND OTHER PERSONAL PROPERTY . In further consideration, the
Sublessor will provide for the use of the Sublessee during the term of this
Agreement the furniture and other personal property listed in Exhibit C. The
Sublessee acknowledges that it has inspected the Premises and that all of the
items listed in Exhibit C are present in good and serviceable condition on the
Premises on the effective date of this Agreement. During the term of this
lease, these items shall remain the property of the Sublessor and the Sublessee
shall not mortgage, pledge or otherwise encumber any of these items.
Furthermore, the Sublessee will maintain full replacement insurance in the
manner noted above for these items and will name the Sublessor as an additional
insured.
30. ENTIRE AGREEMENT. The parties acknowledge that this Agreement expresses
their entire understanding and Agreement, and that there have been no
warranties, representations, covenants or understandings made by either party to
the other except such as are expressly set forth in this section. The parties
further acknowledge that this Agreement supersedes, terminates and otherwise
renders null and void any and all prior Agreements or contracts, whether written
or oral, entered into between the Sublessee and the Sublessor with respect to
the matters expressly set forth in this Agreement.
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We have carefully reviewed this contract and agree to and accept its terms and
conditions. We are executing this Agreement as of the day and year first
written above.
Sublessee Lessor
By By
CinTel Corp. The Law Firm of Xxxx & Associates
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Name Name
Sang Xxx Xxx
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Title Title
President, CEO
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/s/ Sang Xxx Xxx /s/ Xxxxxxx Xxxx
EXHIBIT A
MAP OF PREMISES
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1ST FLOOR, 0000 X. XXXXXXXXXX XXX., XXXXXXX XXXX, XX 00000
EXHIBIT B
RULES AND REGULATIONS
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EXHIBIT C
LIST OF FURNITURE AND OTHER PERSONAL PROPERTY
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