EXHIBIT 10.11
Office Lease Agreement between Xxxx Boozar-Jomehri d/b/a Safety Harbor Centre
and NMMI
LEASE AGREEMENT
THIS AGREEMENT, entered into this 29th day of March 2001, by and between
XXXX X. BOOZAR-JOMEHRI doing business under the name of Safety Harbor Centre
hereinafter referred to as "LANDLORD" and New Millennium Media International
hereinafter referred to as "TENANT".
WHEREAS, the Landlord is the Owner of the property known as Safety Harbor
Centre located at 000 0xx Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx and
WHEREAS, the purpose of this Agreement is to set forth the terms and
conditions whereby Landlords leases to Tenant and Tenant leases from Landlord a
portion of the area in the aforementioned property.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other goods and valuable
consideration the parties hereto agree as follows:
1. LEASED AREA
-----------
Landlord does lease to Tenant and Tenant leases from Landlord space
designated as Suite 210 thru 240 and the warehouse area as follows:
Office Space - 6,143 +/- Square Feet = $7,679.00 /monthly
------------------------------------
Warehouse - 4,500 Square Feet = $2,625.00/monthly
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2. RENTAL AMOUNT
-------------
The rental, which the Tenant shall pay to the Landlord hereunder,
shall be $ 123,648.00 plus applicable Sales Tax. Common Area
Maintenance (CAM). Rental shall be paid in monthly installments due on
the 1st of each month and every month for the term of this lease.
Monthly installments for the three-year term are broken down as
follows:
BASE RENT $ 10,304.00
SALES TAX 668.24
-----------
MONTHLY RENT DUE $ 10,972.24
a. SECURITY DEPOSIT SHALL BE:
1ST MONTHS RENT $ 10,972.24
LAST MONTHS RENT 10,972.24
SECURITY DEPOSIT 10,304.00
-----------
TOTAL $ 32,248.48
b. Prorated 50% CAM of the entire property plus tax will be paid by
tenant on monthly bases.
3. TERM OF LEASE
-------------
This lease shall be for a period of 5 years and shall commence on the
1st day of May 2001 and expire on the 30th day of April 2006.
4. COMMON AREA MAINTENANCE
-----------------------
Tenant shall pay per month for the five-year term for maintenance of
common areas.
5. OPTION TO RENEW
---------------
Tenant shall have the option to renew this lease for a period of 5
years each upon giving sixty (60) days written notice to Landlord.
6. USE OF PREMISES
---------------
Tenant agrees that the subject premises shall be used solely for
the business of Media Corporate Office Suites and for no other purpose
without written consent of the Landlord.
7. SIGNS
-----
Written consent of the Landlord being first obtained. Landlord
may stipulate type and configuration of signage used. Sign must be
constructed per the specifications of the Landlord.
8. IMPROVEMENTS
------------
The Landlord shall complete at its cost of $11.00 per square foot
the improvements of 6,143 Square Feet as specifications summarized in
the attached Floor Plan.
Per attached Exhibit "A"
All other improvements to the subject premises shall be the
responsibility of the Tenant.
9. COMMON AREAS
------------
Landlord will maintain all thoroughfares for vehicular and
pedestrian traffic within the property and all common areas and
parking areas. This maintenance shall include adequate repairs to
lighting, painting, pavement, sidewalks, etc. Tenant and all those
having business with it in common with the other tenants and their
associates have the right to use such facilities for their intended
purposes. EXCEPT that no advertising or solicitation of any sort will
be permitted without written consent of the Landlord being first
obtained.
Tenant may upon inspection and determination of cause, be charged
an additional fee for repairs or clean up directly caused by his
business (such as chemicals or paints poured in common area washrooms:
Damage to pavement due to wash down of chemical substances, etc.)
10. RENTAL ESCALATION
-----------------
Rental amount and CAM charges shall escalate at the beginning of
the 2nd year, at CPI or 3% per annum, which ever is higher.
11. INSPECTION
----------
Landlord may inspect the leased space at reasonable times during
the business hours without notice to Tenant.
12. CONTROL OF NON-LEASED AREA
--------------------------
Landlord will retain exclusive management control of all exterior
surfaces and areas of the exterior perimeter surrounding the Tenant's
space as well as all other such exteriors of leased spaces and control
of common areas and parking areas of the property.
13. MAINTENANCE OF LEASED SPACE
---------------------------
Tenant will maintain the leased space at his own expense keeping
it at all times in good condition and good working order.
14. UTILITIES
---------
Tenant agrees to pay all charges for electricity, telephone air
conditioning and heating and all other utilities and charges for
services used by or furnished to Tenant on the premises. Utility
charges that are billed to Landlord on a common billing are included
in the CAM fee unless otherwise provided in this lease Agreement.
15. AIR CONDITIONING UNIT
---------------------
Tenant shall maintain the air conditioning units serving his
space from time to time and shall install air conditioning filters on
a timely basis. In the event Landlord feel Tenant is not performing
adequate maintenance on the air conditioners, Landlord may maintain
them at his expense and charge same to Tenant. Tenant shall be
responsible for all repairs to equipment with the exception of
replacement of major mechanical components: EXCEPT in cases where lack
of maintenance directly caused the failure of major components, in
which case, Tenant will be responsible for replacement costs.
16. ELECTRIC AND PLUMBING REPAIRS
-----------------------------
Electrical and plumbing repairs within the leased space shall be
the responsibility of the Tenant. Repairs outside the lease space
shall be the responsibility of the Landlord; EXCEPT when determined to
have been caused by the Tenant, in which case Tenant will be
responsible for cost.
17. TENANT'S COMPLIANCE WITH LAWS
-----------------------------
Tenant will comply with all governmental requirements and laws
respecting the conduct of business or use of the leased space in
timely and appropriate manner and at his sole cost and will pay and be
solely responsible for all tax levies, assessments, licenses or fines
as may be required from time to time directed to the conduct of his
business.
18. SURRENDER ON TERMINATION
------------------------
Tenant shall surrender the space at the end of the term arranged
for under this lease, including all improvements, wear and tear
excepted. All keys or other forms of access to the space or any
materials left within the space will be surrendered to Landlord by the
end of the term. Any and all improvements made by the Tenant to the
subject premises, including carpets and partition, shall remain in the
subject premises upon the termination of this lease; except that the
tenant shall be permitted to remove furniture, built-in cabinets and
similar items which can be removed without damaging the premises. The
Tenant at his expense shall repair any damages caused by said removal.
19. HOLDOVER TENANCY
----------------
Should Tenant holdover occupancy of the space after termination
of the lease with the consent or acquiescence of Landlord, the tenancy
will then be construed to be a "month to month" lease, but the terms
of this Agreement otherwise will be fully applicable insofar as
consistent with such tenancy.
20. INDEMNIFICATION
---------------
Tenant shall indemnify and hold Landlord and its agents, servants
and employees harmless from and against all causes of action, claims,
damages, losses and expenses, including reasonable attorneys' fees,
resulting from or arising out of bodily injury, sickness, disease or
death, or injury to or destruction of tangible property resulting
solely from affirmative act of negligence by Tenant. Landlord shall
not be liable to Tenant for any damage or injury to the Leased
Premises, to Tenant's property, to Tenant, its agents, contractors,
employees, invitee, or licensees, arising from any condition of the
Leased Premises, the Building, or any sidewalk or entranceway serving
the Building, or the act of neglect of co-tenants, or the malfunction
of any equipment or apparatus serving the Building, unless due to
negligence of Landlord. However, Tenant shall not be required to
indemnify Landlord hereunder with respect to any damages or injuries
caused by individual acts or omissions or Landlord while on the
premises. Without limiting the generality of the foregoing. Tenant
agrees that this will procure at its expense, and continue in force
throughout the period of this lease for the benefit of Landlord and
Tenant as their respective interest shall appear a policy or policies
or public liability insurance written by a company authorized to
engage in the business of general liability insurance in the State of
Florida. Said insurance shall be written to protect the Landlord and
Tenant against any and all
claims for injury to persons or property occurring in, upon or about
the premises, and each and every part thereof, and the sidewalks in
front of the leased premises. The coverage shall include all damages
from signs, glass, awnings, fixtures or other appurtenances now or
thereafter placed upon the leased premises during the term of this
lease.
Said public liability policy or policies shall be in an amount of
not less then $300,000.00 in respect to injuries to or death of
persons in any one accident and in an amount of not less then
$1,000,000.00 in respect to injuries to or death of any one person and
in an amount not less than $100,000.00 for damage to property.
Tenant shall promptly pay any and all insurance premiums in
connection with any policy or policies or insurance and shall deliver
evidence of such insurance to the Landlord. Should the Tenant fail to
furnish evidences of such insurance as provided for in this lease,
Landlord may obtain such insurance and the premiums on such insurance
shall be deemed to be additional rental to be paid by Tenant to
Landlord on demand.
21. CONDEMNATION CLAUSE
-------------------
If any authority under eminent domain takes business center, in
either of the forms described below, the lease will be terminated at
that time or all adjustments in rent will be made pro-rata to that
time and payable then. "Taken" under such proceedings refers to the
time when either under the provisions of a private agreement by
Landlord with the condemning authority, or order of a court of
competent, jurisdiction, the right to immediate physical possession is
given to such authority. The following kinds of "Takings" are embraced
under the terms of this Agreement:
1. The entirety of the leased space.
2. Ten (10%) percent or more of the leased space, and in such
fashion as to substantially prevent the conduct of Tenant's
business in the normal manner.
3. Space of fifty (50%) percent or more of the Tenants in the
business center, causing the removal of such tenants under the
terms of their own leases.
4. Fifty (50%) percent or more of the common areas of the business
center.
22. DEFAULT
-------
In the event the Tenant fails to pay the rent within five (5)
business days after the same is due, time being of the essence the
Landlord may declare this lease to be in default and may exercise any
of the remedies available to it under the laws of the State of Florida
as a Landlord. A late fee in an amount equal to five (5%) percent of
the monthly base rent will be charged to any rents not paid by the 6th
business day of the month, whether the Owner exercise his right to
declare the lease in default or not.
In the event a default other than the payment or rent occurs and
said default continues after fifteen (15) days written notice, the
Landlord may forthwith terminate this lease and may at that time have
available to it all remedies of a Landlord under the laws of the State
of Florida.
23. LANDLORD'S LIEN
---------------
It is understood and agreed that in addition to the statutory
lien for rent, which the Landlord has, Landlord shall also have an
express lien upon all of the furniture, fixtures, equipment, goods and
chattels of the Tenant which may be brought or put on said premises as
security for the payment of rent and additional rents herein reserved.
Tenant agrees that the Landlord's lien for the payment of said rents
may be enforced by distress, foreclosure or otherwise at the option of
the Landlord.
24. QUIET ENJOYMENT
---------------
So long as the Tenant performs all of its covenants required
hereunder, the Landlord guarantees to the Tenant quiet enjoyment of
the subject premises.
25. SUBORDINATION
-------------
The Tenant agrees that its lease interest in the subject premises
shall at all times be subordinated to any real property mortgage
financing which may be obtained by the Landlord at the time this lease
is executed, or at the time new or additional financing my be obtained
after the date this lease is executed. In the event a prospective
lender of the Landlord requires additional documentation to evidence
this right, the Tenant agrees to execute such subordination agreements
as may be required from time to time.
26. INVALIDITY OR UNENFORCABLITY
----------------------------
If any term, condition, covenant, or provision of this lease is
held to be invalid or unenforceable either in itself or as to any
particular party, then the remainder of the lease, or the
applicability of such provision to other parties, will continue in
validity and force; except, if thereafter, as to any other individual
provision or its applicability to any particular party it would be
inequitable and inconsistent with the purposes of the lease to so
continue, then only as to such first and secondary provisions or
parties will the lease be invalid and unenforceable.
27. ATTORNEY'S FEES
---------------
To any extent it becomes necessary for either Landlord or Tenant
to take legal action against the other to enforce any provisions of
this lease, the prevailing party will be entitled to awardable
attorney's fees.
28. ENTIRE AGREEMENT
----------------
This lease constitutes the entire Agreement between the parties
along with its exhibits as noted in Paragraph 35 (if any): and no
alteration or modification of such Agreement may be made except in
writing to the other party and signed by the party to be charged.
29. RECORDING OF LEASE
------------------
This lease will not be recorded in the public records.
30. WRITTEN COMMUNICATIONS
----------------------
Either party will send all rents or payments, notices, or
approvals in writing provided for under this lease to the other party
as follows:
To Landlord: Xxxx X. Boozar-Jomehri
000 0xx Xxxxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxx 00000
To Tenant: At Leased Space
Rents are made payable to XXXX X. BOOZAR-JOMEHRI and delivered
(by mail or in person) to XXXX X. BOOZAR-JOMEHRI at the address noted
above. Such rents, if reported, shall use tax ID number
________________.
31. WAIVERS
-------
No waivers of any term, condition, or covenant of this lease may
be presumed, but must be made in writing by the party so waiving to
the other party. No acceptance by Landlord from Tenant of any amount
paid for any reason under this lease in a sum less than what is
actually owing will constitute a compromise, settlement, accord and
satisfaction, release or other final disposition of the amount owing
in the absence of a writing from the Landlord to the contrary.
In the event Tenant owes monies to Landlord for other than rent,
Landlord has the option of applying any monies received against that
debt or against rent at his discretion.
32. ASSIGNMENT AND SUBLETTING
-------------------------
This lease may not be assigned not the premises sublet by Tenant
without the express written consent of the Landlord being obtained,
which approval shall not be unreasonably withheld.
REAL ESTATE TAXES AND INSURANCE
-------------------------------
Real Estate Taxes and Property Insurance shall be the
responsibility of the Landlord. Insurance in this regard is the
property insurance to cover the building(s), parking lots, etc., but
does not include coverage of any property of the Tenant, his employees
or persons visiting the premises.
33. OTHER COVENANTS
---------------
The following are additional covenants between the parties of
this Agreement:
Landlord shall provide the following:
Landlord herein approves all signs as they now appear and are
placed. Sign remains personal property of the Tenant.
THIS AGREEMENT entered into as of the day and year first above
written.
WITNESSES: LANDLORD:
(As to Landlord)
_________________________ BY: s/_________________________
_________________________ XXXX X. BOOZAR-JOMEHRI
----------------------
WITNESSES: TENANT:
(As to tenant)
_________________________ BY: s/_________________________
_________________________ Print:_________________________
