XXXXXXXX XX XXXXXX XXXXX XX
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XXX XXXXX XX XXXXXXXXXX
XXXXXX OF SANTA XXXXXXX
This sublease is entered into between Pinnacle Sales Group, LLC, a California
limited liability company, whose business address is 000 Xxxx Xxx., Xxxx xx
Xxxxxx, Xxxxx of California, (the "Sublessor"), and NeWave, whose business
address is 000 Xxxx Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx xx Xxxxxxxxxx, ( the
"Sublessee").
SECTION IDemise and Use
Sublessor leases to sublessee and sublessee leases from sublessor, for the
purpose of general office and administrative functions, the space described in
Section II.
SECTION II Description of Space
The premises subject to this sublease consist of approximately 5,837 square feet
of space to be located on the first floor of an office building now under
construction at 000 Xxxx Xxx., Xxxx xx Xxxxxx, Xxxxxx of Santa Xxxxxxx, State of
California.
SECTION III Building
Sublessor represents that --he holds a lease from the Goleta Business Park,
L.P., referred to here as lessor, for a period of 1 year and six months
commencing August 16, 2002 and ending January 31 ,2004 and generally described
as an apx. 23,064 SF freestanding concrete tilt-up building located within the
Goleta Business Park.
SECTION IV Quiet Enjoyment
If sublessee performs the terms of this sublease, sublessor warrants that
sublessee will have quiet enjoyment and peaceful possession of the space leased,
and that --he will defend sublessee in such quiet enjoyment and peaceful
possession during the term of this sublease without interruption by sublessor or
owner, or of any person rightfully claiming under either of them.
SECTION V Sublessor To Pay Lease Rent
Sublessor agrees to pay the rent reserved in the lease and to perform and
observe the lessee's covenants and stipulations contained in it so far as they
ought to be performed and observed by him.
SECTION VI Term of Sublease
The term of this sublease shall be for a period of 1 year and six months
commencing August 16, 2002 and ending January 31 ,2004.
SECTION VII Sublease Rent
Sublessee agrees to pay to sublessor as base rent of $7,879.95 plus pro rata
share of monthly NNN expenses estimated at $0.26 per SF and plus pro rata share
of Utilities payable monthly in advance on the first day of each calendar month
of the term of this sublease.
SECTION VIII Option To Renew
Subject to sublessor's ability to keep the lease in effect for the remainder of
its term or through extension or renewal, sublessee is granted the option of
extending and renewing the term of this lease for an additional 1 year period,
at a rental rate to be agreed on or arbitrated as provided in Section XXXVI. The
option must be exercised by sublessee before the beginning of the last calendar
month of the term of this sublease, and shall be exercised by written notice to
sublessor.
SECTION IX Holdover
Any holdover at the expiration of this sublease with sublessor's consent shall
be on a month-to-month basis, which tenancy may then be terminated as provided
by the laws of the State of Florida. During the holdover tenancy, sublessee
agrees to pay monthly to sublessor the same rate of rental as in effect at the
time of the termination and agrees to be bound by the terms of this sublease
insofar as they are applicable.
SECTION X Sublessee To Comply with Lease Terms; Indemnity to Lessor
Sublessee agrees to perform and observe the covenants, conditions, and terms of
the lease on the part of the lessee to be performed and observed, except the
covenant for the payment of rent reserved in the lease, and to indemnify lessor
against all claims, damages, and expenses arising out of nonperformance or
nonobservance of such covenants, conditions, and terms.
SECTION XI Services and Utilities
Sublessee shale pay Sublessor its pro-rata share of the was, gas and electricity
for the building estimated at $0.46 per square foot per month.
SECTION XII Use for Business Purposes
The premises and space subleased in this agreement are to be used for business
purposes, primarily for various types of office and office services, including
use of all types of electrical computers and miscellaneous types of light
printing equipment, and for no other purpose without first obtaining the written
consent of the sublessor.
SECTION XIII No Waste, Nuisance, or Illegal Use
Sublessee shall not commit waste on the leased premises, nor maintain, commit,
or permit a nuisance on the premises, or use the premises for an unlawful
purpose. Sublessee shall conform to all applicable laws and ordinances
respecting the use and occupancy of the space sublet here relating to matters
not covered elsewhere in this sublease, provided that it shall not be required
to make alterations, additions, or improvements to the premises in order to
conform with the laws and ordinances.
SECTION XIV Alterations, Additions, and Improvements
Sublessee shall not make alterations, additions, or improvements on the premises
without first obtaining the written consent of sublessor. All alterations,
additions, and improvements that shall be made shall be at sublessee's expense,
shall become sublessor's property, and shall remain on and be surrendered with
the premises as a part of the premises at the termination of this sublease
without disturbance, molestation, or injury. Nothing contained in this paragraph
shall prevent sublessee from removing all office machines and equipment and
trade fixtures customarily used in its business.
SECTION XV Liens
Sublessee shall keep the leased premises free and clear of liens arising out of
any work performed, materials furnished, or obligations incurred by sublessee,
including mechanics' liens.
SECTION XVI Signs
Sublessee covenants and agrees that no signs or symbols shall be placed in the
windows or doors of the premises, or on any exterior part of the building
without the sublessor's prior written approval. Any sign or symbol placed on the
exterior of the building or in the windows or doors of the building so as to be
visible from the street, that is not satisfactory to sublessor, shall be removed
immediately on demand by sublessor and if not so removed within 24 hours will
constitute a breach of this sublease.
SECTION XVII Access for Inspection and Repairs
Sublessee shall allow lessor and sublessor, and their agents, free access at all
reasonable times to the premises sublet for the purpose of inspecting or of
making repairs, additions, or alterations to the premises or any property owned
by or under the control of lessor or sublessor.
SECTION XVIII Access to Lavatory
Sublessor agrees that sublessee and its employees shall have use of the men's
and women's lavatories situated on the first floor of the building. The
lavatories shall be available for general use of sublessee's customers and
business guests.
SECTION XIX Repairs and Maintenance
Subject to the lessor's obligations under the lease, sublessor, unless specified
to the contrary in this sublease, shall maintain the premises subleased in good
repair and tenantable condition during the continuance of this sublease, except
in case of damage arising from the act or negligence of sublessee or its agents.
SECTION XX Public Liability Insurance
Sublessee agrees to carry liability insurance insuring both sublessee and
sublessor against all claims for personal injury or property damage caused by
conditions or activities on the premises leased in amounts to be approved by
sublessor or It is agreed that sublessor shall keep the premises sublet insured
against public liability, and that the insurance policy shall be so written as
to insure both the sublessor and the sublessee. Sublessee by this agreement,
promises to pay one-half the cost of such insurance ~] .
SECTION XXI Damage or Destruction by Fire, War, or Acts of God
In the event that the premises subleased are rendered untenantable in whole or
in substantial part as result of destruction or damage by fire, acts of war, or
acts of God this lease shall cease, provided, nevertheless, that the lessor
shall have the option of rebuilding or repairing the premises if --he elects so
to do and gives written notice of such election to rebuild or repair to the
sublessor within 5 days after such damage or destruction. If lessor elects to
rebuild or repair the premises and does so without unnecessary delay, sublessee
shall be bound by the terms of this lease, except that during the period of
repair or rebuilding, the rent under this sublease shall be abated in the same
proportion as the portion of the premises rendered unfit for occupancy by
sublessee shall bear to the whole of the subleased premises. Sublessee shall
have the right to declare this sublease terminated when more than 30 days after
the destruction or damaging of the premises as shall have elapsed without the
lessor having elected to repair or rebuild.
SECTION XXII Eminent Domain Proceedings (Condemnation)
If the premises or any part are condemned for public or semi-public use by
eminent domain proceedings, or if by reason of law, ordinance, regulation or
court judgment, sublessee's use of the premises subleased for any of the
specific purposes referred to in this sublease shall be prohibited, sublessee
shall have the right to terminate this lease on written notice to sublessor, and
rental shall be paid only to the time when sublessee surrenders possession of
the premises. In the event of condemnation of only part of the premises
subleased, sublessee may elect to continue in possession of that part of the
premises not so appropriated or condemned under the same terms and conditions of
this sublease, except that in such cases sublessee shall be entitled to an
equitable reduction of rental payment. Any rental paid in advance beyond such
time shall be returned by sublessor to sublessee on demand. Sublessee does not
waive any right it may have to recover from the condemnation authority for such
damage as it may suffer by reason of such condemnation.
SECTION XXIII Waiver of One Breach Not Waiver of Others
Waiver of one breach of a term, condition, or covenant of this sublease by
either party to this sublease shall be limited to the particular instance and
shall not be construed as a waiver of past or future breaches of this sublease
or other terms, conditions, or covenants.
SECTION XXIV Default by Lessor or Sublessor
If lessor fails and neglects to perform the lease, or if sublessor fails to
perform the lease or this sublease, sublessee may, on reasonable notice in
writing of not less than 10 days, terminate this sublease.
SECTION XXV Termination and Re-Entry by Sublessor on Sublessee's
Default
If sublessee abandons or vacates the leased premises or is dispossessed for
cause by sublessor before the termination of this sublease, or any renewal of
this sublease, sublessor may, on giving 10 days ' written notice to sublessee,
declare this lease forfeited and may then make reasonable efforts to relet the
premises. Sublessee shall be liable to sublessor for all damages suffered by
reason of such forfeiture. Such damages shall include, but shall not be limited
to, the following: (1) all actual damages suffered by sublessor until the
property is relet, including reasonable expenses incurred in attempting to
relet; (2) the difference between the rent received when the property is relet
and the rent reserved under this lease.
Until the premises have been relet, sublessee agrees to pay to sublessor, on the
same days as the rental payments are due under this lease, the actual damages
suffered by sublessor since the last payment, either rent or damages, was made.
After the premises have been relet, sublessee agrees to pay to sublessor, on the
last day of each rental period, the difference between the rent received for the
period from reletting and the rent reserved under this lease for that period.
SECTION XXVI Applicable Law
California law shall be used in interpreting this lease and in determining the
rights of the parties under it.
SECTION XXVII "For Rent," "For Lease," or "For Sale" Signs
If sublessee has not duly exercised his option to renew, sublessor shall have
the right to place and maintain on the subleased premises "For Rent," "For
Lease," or "For Sale" signs during the last 30 days of the term of this lease.
SECTION XXVIII Surrender of Premises and Keys at Termination
Sublessee agrees that at the expiration of this sublease, he will quit and
surrender the subleased premises without notice, and will deliver to sublessor
all keys belonging to the premises.
SECTION XXIX Disposition of Fixtures and Personal Property at
Termination of Lease
All alterations, additions, and improvements made by sublessee in accordance
with Section XIV of this sublease, affixed to the premises, shall become
sublessor's property as provided in that section, and shall be surrendered with
the premises as a part of the premises as provided in that section. Sublessee
may remove all personal property, trade fixtures, and office equipment, whether
attached to the premises or not, provided that it may be removed without serious
damage to the building or premises. All holes or damage to the building or
premises caused by removal of such items shall be repaired and restored by
sublessee promptly after removal of the property. Sublessee shall be entitled to
remove any electrical service connections installed by it which were designed
specifically for the operation of electronic computing equipment.
SECTION XXX Notices
Except where otherwise required by statute, all notices given pursuant to the
provisions of this sublease shall be in writing, addressed to the party to whom
the notice is given, and sent by registered or certified mail to the last known
mailing address of the party. However, notices to sublessee may be sent to the
address of the subleased premises.
SECTION XXXI Binding Effect on Heirs, Successors, and Assigns
The terms, conditions, and covenants of this sublease shall inure to and be
binding on the heirs, successors, administrators, executors, and assigns of the
parties to this sublease, except as otherwise provided in the sublease.
SECTION XXXII No Assignment or Second Sublease Without Consent
Sublessee shall not sell or assign this sublease or any part of this lease, or
any interest in it, or re-sublet the subleased premises in whole or in part
without first obtaining the written consent of sublessor and lessor. This
sublease shall not be assigned by operation of law. If sublessor and lessor once
give consent to assignment of this sublease or of any interest in it, they shall
not be barred from afterwards refusing to consent to any further assignment. Any
attempt to sell, assign, or re-sublease without written consent of sublessor and
lessor shall be deemed sufficient grounds for dispossession and shall entitle
sublessor to proceed pursuant to Section XXV of this lease if he so elects.
SECTION XXXIII Arbitration of Disputes
The parties agree that disputes under this sublease, and in particular disputes
as to the new rental to be reserved if this sublease is renewed or extended by
exercise of sublessee's option in accordance with Section VIII of this lease,
shall be arbitrated in accordance with the arbitration laws of the State of
California, as supplemented by the rules then obtaining of the American
Arbitration Association. Judgment on the award rendered may be entered in any
court having jurisdiction of the parties.
Executed on August 18, 2003.
SUBLESSOR
By: /s Xxxxxxx Xxxx
_______________________
Xxxxxxx Xxxx, President/CEO
SUBLESSEE
By: /s/ Xxxxxxx Xxxxx
______________________
Xxxxxxx Xxxxx, Director
