Exhibit 10.15
Recording requested by and
after recording return to:
Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxxx Xxxx.
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
SURRENDER OF POSSESSION
AND
TERMINATION OF LEASE AGREEMENT
THIS AGREEMENT is made as of December , 2002, by and between TIME
REALTY INVESTMENTS, INC., a California corporation ("Landlord"), and BRIAZZ,
INC., a Washington corporation ("Tenant").
1. Recitals. This Agreement is made with reference to the following
facts and objectives.
(a) On December 15, 1997, Landlord and Tenant entered into a
"STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET" for the premises
commonly known as 000 Xxxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000 (the
"Premises") and legally described as:
Xxxx 00, 00, 00, 00, 00, xxx 00 xx Xxxxx 123 Of El Segundo, in
the city of El Segundo, in the County of Los Angeles, State of
California, as per map recorded in Book 22, Pages 106 and 107 of
Maps, in the offices of the County Recorder of said County.
Tax Parcel Number: 0000-000-000, 000-000-000.
(b) Tenant desires to surrender possession of the Premises,
including installed fixtures and equipment used to operate the business
conducted by Tenant thereon, to Landlord concurrent with, and immediately upon,
execution of this Agreement;
(c) Landlord desires Tenant's surrender of possession either
concurrent with, and immediately upon, execution of this Agreement, or in any
event no later than 12/31/02; and
(d) The Parties wish to terminate the Lease in order that
Landlord and Tenant can be released and discharged from further performance of
the Lease.
2. Effective Date. the effective date of this Agreement shall be
the date that Tenant executes this Agreement.
3. Termination of Lease and Surrender of Possession. On the
effective date of this Agreement, Tenant surrenders possession of the Premises,
forfeits all rights under the Lease, and the Lease is terminated.
4. Consideration to Landlord. For and in consideration for
Landlord executing this Surrender of Possession and Termination of Lease
Agreement, Tenant forfeits any right, title, and interest, in the Fifteen
Thousand ($15,000.00) Dollar security deposit, and Tenant forfeits any right,
title, and interest, in the attached fixtures, and miscellaneous equipment, and
other personal property located at the leased premises which will be left by
Tenant.
5. Release of Liability. With exception for the indemnification
of Landlord by Tenant as set forth in this Agreement, on the effective date of
this Agreement, Landlord and Tenant, shall be fully and unconditionally released
and discharged from their respective obligations from or connected with the
provisions of the Lease. This Agreement shall fully and
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finally settle all demands, charges, claims, accounts or causes of action of any
nature, including without limitation, both known and unknown claims and causes
of action that arose out of or in connection with the Lease, and it constitutes
a mutual release with respect to the Lease.
Each of the parties expressly waives the provisions of
California Civil Code, section 1542, which provides:
"A general release does not extend to claims which
creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him
must have materially affected his settlement with the
debtor."
6. Indemnification. Tenant shall indemnify and hold Landlord and
the property of Landlord, including the Premises, free and harmless from any and
all liability, claims, loss, damages, or expenses, including reasonable counsel
fees and costs, arising by reason of the operation of Tenant's business at the
leased premises, and by virtue of the forfeiture of all right, title and
interest in the aforesaid attached fixtures, equipment, and personal property.
This indemnification shall extend to any damages or injuries or claims arising
by reason of operation of Tenant's business at the leased premises, and caused
or allegedly caused by (1) any cause whatsoever while the Tenant was in
possession of the Premises; (2) some condition of the Premises while Tenant was
in possession; (3) some act or omission on the Premises while Tenant was in
possession; or (4) any matter connected with Tenant's occupation and use of the
Premises. Tenant further represents and warrants that all personal property,
fixtures and equipment, located on the Premises is free and clear of any liens,
claims or obligations.
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7. Personal Property, Fixtures and Equipment. Tenant
acknowledges that any and all personal property, fixtures and equipment left on
the Premises as of 12/31/02, shall be the property of the Landlord. Excluding
office equipment til 1/15/03 /s/ VA
8. Successors. This Agreement shall be binding and inure to the
benefit of the Parties and their successors.
9. Attorneys Fees. In the event legal action is commenced to
enforce or interpret this Agreement, the prevailing Party in such action shall
be entitled to recover from the losing Party the reasonable attorneys fees and
costs incurred by the prevailing Party in such action.
10. The Parties' settlement of any differences and the contents
of this Agreement is privileged and confidential information. The Parties may
not divulge the terms of this Agreement to anyone under any circumstances,
except for legal and other professional advisers. The breach of this
confidentiality provision of this Agreement shall be deemed to be a material
breach, for which the non-breaching Party may recover general damages and
punitive damages.
By their signatures below, the undersigned represent that they
have read the foregoing Agreement, and fully understand and agree to each of the
terms and conditions set forth therein.
EXECUTED on the date first above written at Los Angeles,
California.
TENANT:
BRIAZZ, INC.
By /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx, CEO
LANDLORD:
TIME REALTY INVESTMENTS, INC.
By
-----------------------------------
Xxxx X. Xxxxxx, President
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