COMMERCIAL LEASE
Exhibit
10.1
THIS
LEASE, dated for reference purposes only 1/13/10, is made by and between SC
Sunrise LLC (hereinafter “Landlord”) and Internet Media Services/Xxxxxxx Xxxx
Xxxxxx (hereinafter “Tenant”).
1. Premises. Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord that certain
premises commonly known as 0000 0xx Xxxxxx #0, Xxxxx Xxxxxx, XX 00000 (the
“Premises”). This Lease is subject to the terms, covenants and
conditions herein set forth, each of which is a material part of the
consideration for this Lease. The breach of any term, covanent or
condition of this Lease shall be considered a material default.
2. Use. Tenant
shall use and occupy the Premises for General Office only, and shall not use,
occupy or permit the Premises to be used or occupied for any other purpose
without the prior written consent of Landlord.
3. Term. The
term of this Lease (“Lease Term”) shall be One Year commencing on February 1,
2010 (“Commencement Date”), and ending on January 31, 2011 (“Termination Date”),
unless sooner terminated pursuant to any provision
hereof. Notwithstanding said Commencement Date, if for any reason
Landlord cannot deliver possession of the Premises to Tenant on said
Commencement Date, Landlord shall not be subject to any liability therefore, nor
shall such failure affect the validity of this Lease or the obligations of
Tenant hereunder or extend the Lease Term, but in such case Tenant shall not be
obligated to pay rent or perform any other obligation of Tenant under the terms
of this Lease, except as may be otherwise provided in this Lease, until
possession of the Premises is tendered to Tenant; provided, however that if
Landlord is unable to deliver possession of the Premises within ninety (90) days
from said Commencement Date, either Landlord or Tenant, without any liability to
the other, may cancel this Lease on written notice thereof. On the
other hand, if Tenant occupies the Premises prior to said Commencement Date,
such occupancy shall be subject to all provisions of this Lease, such occupancy
shall not advance the Termination Date, and Tenant shall pay rent for such
period at the initial monthly rates set for below. Tenant’s taking
possession of the Premises shall constitute Tenant’s acknowledgement that the
Premises is in good and clean condition. Tenant acknowledges that
neither Landlord nor Landlord’s agent has made any representation or warranty as
to the present or future suitability of the Premises for the conduct of Tenant’s
business. Any delay in occupancy shall not extend the Termination
Date of this Lease.
4. Security
Deposit. Tenant shall deposit with Landlord upon execution thereof
$2,000.00 as security for Tenant’s faithful performance of the terms, covenants
and conditions of this Lease. Should Tenant faithfully perform all of
the items, covenants and conditions of this Lease, Landlord shall, within 21
days following the Termination Date, repay Tenant the amount of the Security
Deposit. If Tenant defaults with respect to any provision of this
Lease, including, but not limited to the provisions relating to the payment of
rent, Landlord may (but shall not be required to) use, apply or retain all or
any part of this Security Deposit for the payment of any rent or any other sum
in default, or for the payment of any amount which Landlord may spend
or become obligated to spend by reason of Tenant’s default, or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant’s default. If any portion of said deposit is so used or
applied, Tenant shall, within five (5) days after written demand therefore,
deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount and Tenant’s failure to do so shall constitute a
default under this Lease. Landlord shall not be required to keep this
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such deposit. In the event Landlord transfers
his interest in the Premises to a subsequent landlord, Landlord shall transfer
said deposit to the subsequent landlord and Tenant shall look solely to the
subsequent landlord for repayment of this Security Deposit. No trust
relationship is created herein between Landlord and Tenant with respect to
Security Deposit.
5. Rent. Tenant
shall pay to Landlord rent for the premises monthly payments of $2,000.00 in
advance, on the first day of each month of the Lease Term. Rent for
any period during the Lease Term which is for less than one month shall be a pro
rata portion of the monthly installment. Rent shall be payable in
lawful money of the United States to the Landlord at the address stated herein
or to such other persons or at such other places as Landlord may designate in
writing.
6. Yearly
rent increase during the lease and option period. (Section
Deleted)
7. Uses
Prohibited. Tenant shall not do or permit anything to be done in or
about the Premises nor bring or keep anything therein which will in any way
increase the existing rate of or affect any fire or other insurance upon the
property or any of its contents, or cause a cancellation of any insurance policy
covering said property or any part thereof, or any of its
contents. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the rights
of other tenants or occupants of the property or injure or annoy them, or use or
allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose; nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises. Tenant shall not commit or allow to be
committed any waste in or upon the Premises. Tenant agrees to keep
all rubbish and trash from accumulating in or upon the Premises and will keep
the area surrounding the property thereon free and clear at all
times.
8. Compliance
With Law. Tenant shall not use the Premises, or permit anything to be
done in or about the Premises, which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost
and expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements of any board of fire
underwriters or other similar bodies now or hereafter constituted relating to or
affecting the condition, use or occupancy of the Premises, excluding structural
changes not related or affected by Tenant’s improvements or acts. The
judgment of any court of competent jurisdiction or the admission of Tenant in
any action against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any law, statute, ordinance or governmental rule, regulation
or requirement shall be conclusive of that fact as between the Landlord and
Tenant.
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9. Alterations
and Additions. Tenant shall not make or allow to be made any
alterations, additions or improvements to or of the Premises, or any part
thereof, without first obtaining the written consent of Landlord. If
Landlord shall give its consent, the consent shall be deemed conditioned upon
Tenant’s acquiring a permit to do so from any and all appropriate governmental
agencies. Any alterations, additions or improvements to or of said
Premises, including, but not limited to, wall covering, paneling and built-in
cabinet work, but excepting movable furniture and trade fixtures, shall at once
become a part of the realty and belong to the Landlord, and upon termination
this Lease shall be surrendered with the Premises without compensation to
Tenant. In the event Landlord consents to the making of any
alterations, additions or improvements to the Premises by Tenant, the same shall
be made by Tenant at Tenant’s sole cost and expense. Upon the
expiration or sooner termination of the Lease Term, Tenant shall, upon written
demand by Landlord given at least thirty (30) days prior to such termination, at
Tenant’s sole cost and expense, forthwith and with all due diligence, remove any
alterations, additions improvements made by Tenant designated by Landlord to be
removed, and Tenant shall forthwith and with all due diligence, at its sole cost
and expenses, repair any damage to the Premises caused by such
removal.
10. Liens. Tenant
shall keep the Premises and the property in which the Premises are situated free
from any liens arising out of any work performed, materials furnished or
obligations incurred by or on behalf of Tenant. Landlord may require,
at Landlord’s sole option, that Tenant shall provide to Landlord, at Tenant’s
ole cost and expense, xx xxxx and completion bond in an amount equal to
one-and-one half (1-1/2) times the estimated cost of any improvements, additions
or alterations in the Premises which the Tenant desires to make to insure
Landlord against any liability for mechanic’s and materialmen’s liens and to
ensure completion of work.
11. Repairs.
(a) Tenant
acknowledges that immediately prior to execution of this Lease, Tenant has
inspected the Premises and every part thereof, and is accepting said Premises in
an “As Is” condition. Tenant shall, at all times and at Tenant’s sole
cost and expense, keep the Premises and every part thereof in good condition and
repair, including, without limitation, the maintenance, replacement and repair
of any storefront doors, windows, ceiling, glazing, plumbing, pipes, electrical
writing and conduits, or heating and air conditioning (if
any). Tenant shall, upon the expiration or sooner termination of the
Lease Term, surrender the Premises to Landlord in good condition, broom clean,
ordinary wear and tear excepted. Any damage to the adjacent premises
caused by Tenant’s use of the Premises shall be repaired at the sole cost and
expense of Tenant. If Tenant fails to perform Tenant’s obligations
under this paragraph, Landlord may enter upon the Premises after prior written
notice to Tenant (except in the case of emergency, in which case no notice shall
be required) and perform such obligations on Tenant’s behalf and put the
Premises in good order, condition and repair, and the cost thereof,
together with interest thereon at the maximum rate then allowed by law, shall be
due and payable as additional rent to Landlord, together with Tenant’s next
rental installment.
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(b) Notwithstanding
the provisions of paragraph 11(a) above, Landlord shall repair and maintain the
exterior walls and roof, Tenant shall immediately notify Landlord in writing of
the need of any repairs or maintenance of said exterior walls or roof, and
Landlord shall use his best efforts to perform the necessary corrections or
repairs within a reasonable time after receipt of the foregoing notice from
Tenant. Landlord shall not be liable for the cost, however, in the
event such maintenance or repairs are caused in part or in whole be the act,
neglect, fault or omission of any duty of Tenant, its agents, servants,
employees or invitees, or any damage caused by breaking and entering, in which
case Tenant shall pay to Landlord the actual cost of such maintenance and
repairs. In any event, there shall be no abatement of rent and no
liability of Landlord for damages or loss of any kind or nature when such damage
or loss is caused by accident, breakage, repairs, strikes, lockout or other
labor disturbances, or any other cause beyond the reasonable control of
Landlord. Tenant waives the right to make repairs at Landlord’s
expense under any law, statute or ordinance now or hereafter in
effect.
12. Assignment. Tenant
shall not either voluntarily, or by operation of law, assign, transfer, pledge,
hypothecate or encumber this Lease or any interest therein, and shall not sublet
the said Premises or any part thereof, or any right or privilege appurtenant
thereto, or allow any other person (the employees, agents, servants and invitees
of Tenant excepted) to occupy or use the Premises, or any portion thereof
without Landlord’s prior written consent. Landlord will not
unreasonably withhold such consent; among other things, Landlord must be
satisfied that the financial position of any proposed assignee is equal to or
greater than that of Tenant and that proposed assignee’s use of the Premises
would not be in conflict with any of the other tenants on the Premises or in the
surrounding area and would not cause an increase in insurance
premiums. Any attempted assignment, subletting or occupancy without
Landlord’s prior written consent shall void and shall, at the option of
Landlord, constitute a default under the terms of this Lease. Regardless of
Landlord’s consent, no such assignment shall release Tenant or Tenant’s
obligations hereunder or alter the primary liability of Tenant to pay rent and
perform all other obligations to be performed by Tenant
hereunder. Consent to one assignment shall not be deemed consent to
any subsequent assignment. In the event of default by any assignee in
the performance of any of the terms hereof, Landlord may proceed directly
against Tenant without exhausting remedies against said
assignee. Landlord may consent to subsequent assignments, amendment
or modifications to this Lease with assignees without notifying Tenant or any
prior successor of Tenant, and without obtaining its or their consent thereto,
and such action shall not relieve Tenant of liability under this
Lease.
Tenant
aggress to reimburse Landlord for Landlord’s reasonable costs, including
attorneys’ fees, incurred in conjunction with the processing and documentation
of any such requested transfer, assignment, subletting, mortgage, pledge,
hypothecation or encumbrance of the Lease. Each such transfer,
assignment, subletting, mortgage, pledge, hypothecation or encumbrance to which
there has been consent shall be by an instrument in form satisfactory to
Landlord and shall be executed by the transferor, assignor, sublessor,
mortgagor, pledgor, hypothecator or encumbrancer and the transferee assignee,
sublessee, mortgagee, pledgee, hypothecate or beneficiary in each instance, as
the case may be; and each transferee, assignee or sublessee shall agree in
writing for the benefit or Landlord to assume, to be bound by and to perform the
terms, covenants and conditions of this Lease to be done, kept and performed by
tenant. One executed copy of such instrument shall be delivered to
Landlord.
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13. Collection
of Rent From Any Occupant. If the Premises is sublet or occupied by
anyone other than Tenant and Tenant is in default hereunder, of if this Lease is
assigned by Tenant, Landlord may collect the rent from the assignee, subtenant
or occupant, and apply the net amount collected to the rent herein
reserved. No such collection shall be deemed a waiver of the covenant
herein against assignment and subletting, or the acceptance of such assignee,
subtenant or occupant as Tenant, or a release of Tenant from further performance
of the covenants herein contained.
14. Hold
Harmless. Tenant shall indemnify and hold Landlord harmless against
any from any and all claims arising from Tenant’s use of the Premises or from
the conduct of its business, or from any activity, work, or other things done,
permitted or suffered by the Tenant in or about the Premises, and shall further
indemnify and hold Landlord harmless against and from any and all claims arising
from any breach or default in the performance of any obligation on Tenant’s part
to be performed under the terms of this Lease, or arising from any act or
omission of the Tenant, or any officer, agent, employee, guest or invitee of
Tenant, and from all costs, attorneys’ fees and liabilities incurred in or about
the defense of any such claim, or any action or proceeding brought thereon; and
in case any action or proceeding be brought against Landlord by reason of such
claim, Tenant upon notice from Landlord shall defend the same at Tenant’s
expense by counsel designated by Landlord. Tenant, as a material part
of the consideration to Landlord, hereby assumes all risk or damage to property
or injury to persons in, upon or about the Premises from any cause other than
Landlord’s negligence or gross or intentional misconduct; and Tenant hereby
waives all claims in respect thereof against Landlord. Tenant shall
give prompt notice to Landlord in case of casualty or accidents on the
Premises.
Landlord
or its agents shall not be liable for any loss or damage to persons or property,
or Tenant’s business, resulting from fire, explosion, falling plaster, steam,
gas, electricity, water or rain which may leak from any part of the property or
from the pipes, appliances or plumbing works thereon, or from the roof, street
or subsurface, or from any other place resulting from dampness or any other
cause whatsoever, unless caused by or due to the negligence of Landlord, its
agents, servants or employees. Landlord or its agents shall not be
liable for interference with the light or air, for any latent defect in the
Premises for any damages arising from any act or neglect of any other tenant,
occupant or user, nor for any damages arising from the failure of Landlord to
enforce the provisions or any other lease agreement.
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15.
Subrogation. As long as their respective insurers so permit, Landlord
and Tenant hereby mutually waive their respective rights of recovery against
each other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective
parties. Each party shall apply to their insurers to obtain said
waivers. Each party shall obtain any special endorsements, if
required by their insurer, to evidence compliance with the aforementioned
waiver.
16. Insurance. Tenant
shall, at Tenant’s expense, obtain and keep in force during the Lease Term the
following insurance policies/coverage:
(a) Liability
Insurance: A policy of comprehensive public liability insurance
insuring Landlord and Tenant against any liability arising out of the ownership,
use, occupancy or maintenance of the Premises, and all areas appurtenant
thereto. Such insurance shall be Combined Single Limited of not less than
$1,000,000.00 per occurrence, bodily injury and property damage. The
limit of any such insurance shall not, however, limit the liability of the
Tenant hereunder. If Tenant shall fail to procure a maintain said
insurance, Landlord may, but shall not be required to, procure and maintain
same, but at the expense of Tenant. Insurance required hereunder
shall be in companies rated “AA” or better in Bests’ Key Rating
Guide. Tenant shall deliver to Landlord, prior to right of entry,
copies of policies of liability insurance required herein or certificates of
endorsements evidencing the existence and amounts of such insurance, naming
Landlord as additional insured. No policy shall be cancellable or
subject or reduction of coverage without prior written notice of
Landlord. All such policies shall be written as primary policies not
contributing with and not in excess of coverage which Landlord may
carry.
(b)
Additional Insurance: Tenant agrees to procure and maintain, at his
own expense, insurance to cover any loss or damage to Tenant’s personal
properties at the Premises and to any improvements by Tenant to the Premises
resulting form vandalism, theft, flood, fire, earthquake or water incidents of
any kind. Furthermore, Tenant shall keep in force at all times glass
insurance for all plate glass located on the Premises. A copy of said
policies, certificates and endorsements shall be delivered to Landlord prior to
Tenant’s taking possession.
17. Utilities. Tenant
shall pay for all water, gas, heat, light, power, sewage and telephone services,
and all other services and utilities supplied to the Premises, together with any
taxes thereon. If any such services are not separately metered to
Tenant, Tenant shall pay a reasonable proportion to be determined by Landlord of
said charges jointly metered with other premises. Landlord shall not
be liable for any reason for any loss or damage resulting from an interruption
of any of the above service or utilities. Landlord pays for water,
sewage and garbage only.
18. Personal
Property Taxes. Tenant shall pay, or cause to be paid, before
delinquency any and all taxes levied or assessed, and which become payable
during the Lease Term upon all Tenant’s leasehold improvements, equipment,
furniture, fixtures and any other personal property located in the Premises .
When possible, Tenant shall cause said trade fixtures, furnishings, equipment,
and all other personal property to be assessed and billed separately from the
real property.
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19. Rules
and Regulations. Tenant shall faithfully observe and comply with the
rules and regulations that Landlord may from time to time promulgate and/or
modify. The rules and regulations shall be binding from the Tenant
upon delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any said rules and regulations
by any other tenants or occupants.
20. Holding
Over. If Tenant remains in possession of the Premises, or any other
part thereof, after the expiration of the Lease Term, with the express written
consent of Landlord, such occupancy shall be a tenancy from month-to-month at a
rental rate as notified by Landlord in writing. Each party shall give
the other notice of its intention to terminate such tenancy at least thirty (30)
days prior to the date of termination of such monthly tenancy.
21. Entry
by Landlord. Tenant shall permit Landlord and his agents to enter
into and upon the Premises at all reasonable times for the purpose of inspecting
the same, and for the purpose of making repairs, alterations or additions to any
portion of the Premises (including the erection and maintenance of such
scaffolding, canopies, fences and props as may be required), and for the purpose
of posting Notices of Non-Responsibility for alterations, additions or repairs,
and for the purpose of placing upon or within the property within which the
Premises are located any usual or ordinary “For Sale” signs, and for the purpose
of showing the Premises to prospective purchasers, and for any purpose
whatsoever related to the safety, protection, preservation or improvement of the
Premises or Landlord’s interest therein, Landlord may do any or all of said acts
without any rebate of rent and without any liability to Tenant for any loss of
occupancy or quite enjoyment of the Premises. Tenant shall permit
Landlord and his agents at any time within ninety (90) days prior to expiration
of the Lease Term, to show the Premises to prospective Tenants and to place upon
or within the Premises any usual or ordinary “For Lease” and/or “For Rent”
signs.
22. Tenant’s
Default. The occurrence of any one or more of following events shall
constitute a default and breach of this Lease by Tenant:
(a) The
vacating or abandonment of the Premises by Tenant.
(b) The
failure by Tenant to make any payment of rent or any other payment required to
be made by Tenant hereunder as and when due, where such failure shall continue
for a period of three (3) days after written notice thereof from Landlord to
Tenant.
(c) The
failure by Tenant to observe, keep or perform any of the covenants, conditions
or provisions of this Lease to be observed or performed by the Tenant, other
than described in paragraph 22(b) above, where such failure shall continue for a
period of fifteen (15) days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of Tenant’s default is such that more than
fifteen (15) days are reasonable required for its cure, then Tenant shall not be
deemed to be in default if Tenant commences such cure within said fifteen (15)
day period and thereafter diligently prosecutes such cure to
completion.
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(d)
The making by Tenant or any general assignment or general arrangement for the
benefit of creditors; or the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt, or a petition for reorganization or other
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days, or
the appointment of a trustee or a receiver to take possession of substantially
all of Tenant’s assets located at the Premises or of Tenant’s interest in this
Lease, where possession is not restored to Tenant within thirty (30) days; or
the attachment, execution or other judicial seizure of substantially all of
Tenant’s assets located the Premises or of Tenant’s interest in this Lease,
where such seizure is not discharged within thirty (30) days; or the inability
or admission in writing by Tenant of its inability to pay its debts as such
debts come due.
(e) The
discovery by Landlord that any financial information given to Landlord by
Tenant, any assignee of Tenant, any subtenant of Tenant, any successor in
interest of Tenant or any guarantor of Tenant’s obligations hereunder was
falsely provided.
23. Remedies
in Default. In the event of any such default or breach by Tenant,
Landlord may at any time thereafter, in his sole discretion with or without
notice or demand and without limiting Landlord in the exercise of a right or
remedy which Landlord may have by reason of such default or breach:
(a) Terminate
Tenant’s right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Tenant shall immediately surrender possession o f
the Premises to Landlord. In such event Landlord shall be entitled to
recover from Tenant all damages incurred by Landlord by reason of Tenant’s
default, including, but not limited to, the cost of recovering possession of the
Premises; expenses of reletting, including necessary renovation and alteration
of the Premises; reasonable attorneys’ fees; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent and
other charges and adjustments called for herein for the balance of the Lease
Term after the time of such award exceeds the amount of such loss for the same
period that Tenant proves could be reasonably avoided; and that portion of any
leasing commission paid by Landlord and applicable to the unexpired Lease
Term. Unpaid installments of rent or other sums shall bear interest
form the date due at the maximum legal rate.
(b) Maintain
Tenant’s right to possession, in which case this Lease shall continue in effect
whether or not Tenant shall have abandoned the Premises. In such
event, Landlord shall be entitled to enforce all of Landlord’s rights and
remedies under this Lease, including the right to recover the rent, and any
other charges and adjustments as may become due hereunder.
(c) Pursue
any other remedy now or hereafter available to Landlord under the laws or
judicial decisions of the State in which Premises are located.
24. Default
by Landlord. Landlord shall not be in default unless Landlord fails
to perform obligations required of Landlord within a reasonable time, but in no
event later than thirty (30) days after written notice by Tenant to Landlord
specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord’s obligation is such that more than
thirty (30) days are required for performance, then Landlord shall not be in
default if Landlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.
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25. Reconstruction
of Premises. If the Premises or the property wherein the same are
situated is substantially damaged by any cause insured against by Landlord, then
Landlord shall within a reasonable time from the date of such damage commence to
repair the Premises and complete the work of repair within a reasonable time
thereafter, except that if the work of repair would reasonable cost more than
fifty percent (50%) of the value of the structure prior to the damage, or the
work of repair would require more than sixty (60) days from the date of the
damage to complete the work of repair, or the damage occurs within the last
twenty-four (24) months of the Lease Term, Landlord may, upon written notice to
Tenant given within thirty (30) after the date of damage, terminate this
Lease. In the even of termination by Landlord as herein
provided, the Termination Date shall be the date upon which the damage occurred
to the Premises became untenable. If the Premises or the property
wherein the same are situated shall be damaged or destroyed by any cause other
than a cause insured against, then Landlord shall have the right, by written
notice to Tenant within thirty (30) days after such damage or destruction, to
terminate this Lease effective as of the date of such damage or
destruction. In the event Landlord repairs or restores the Premises
pursuant to the provisions of this paragraph 25, the rent payable hereunder for
the period during which damage, repair or restoration continues shall be abated
in proportion to the degree to which Tenant’s use of the Premises is
impaired. Except for any abatement of rent, Tenant shall have no
claim against Landlord for any damage suffered by reason of any such damage,
destruction, repair or restoration.
26. Condemnation
Clause. If any part of the Premises shall be taken or condemned for a
public or quasi-public use, or sold under threat of the exercise of said power,
and a part thereof remains which is susceptible of occupation hereunder, this
Lease shall, as to the part taken, terminate as of the date title shall vest in
the condemner and the rent payable hereunder shall be adjusted so that the
Tenant shall be required to pay, for the remainder of the Lease Term, only that
portion of such rent as the area of the part remaining after the condemnation
bears to the area of the entire Premises at the date of condemnation; but in
such event, Landlord shall have the option to terminate this Lease as of the
date when title to the part so condemned vests to the condemner. If
all of the demised Premises, or such part thereof, be taken or condemned so that
there does not remain a portion susceptible for occupation hereunder, this Lease
shall thereupon terminate. If a part or all of the demised Premises
be taken or condemned, all compensation award upon such condemnation or taking
shall go to the Landlord and the Tenant shall have not claim thereto, and the
Tenant hereby irrevocably assigns and transfers to the Landlord any right to
compensation or damages to which the Tenant may become entitled during the term
hereof by reason of the condemnation of all, or a part of, the demised
Premises.
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27. Parking. Tenant
shall be entitled to two (2) vehicle parking spaces. Parking spaces
shall be assigned from time to time by Landlord. Tenant shall not
permit or allow any vehicles that belong to or controlled by Tenant, or Tenant’s
employees, suppliers, shippers, servants or agents, to be loaded, unloaded or
parked in areas other than those designated by Landlord. The parking
spaces may be re-assigned by the Landlord/Agent at any time, at the discretion
of the Landlord/Agent.
28. Signs. Tenant
shall not place any signs on or about the Premises without the written consent
of Landlord. Landlord shall not unreasonably withhold such written
consent, but any sign placed by Tenant must conform to the general architecture
plan of the whole or the property of the Landlord. Any sign so placed
on or about the Premises herein leased with the written of Landlord shall be at
the sole expense of Tenant. Furthermore, all such signs shall comply
with the rules, regulations and ordinances in force in the City of Santa
Xxxxxx.
29. Late
Charges. (Section Deleted)
30. Brokers. There
was no real estate broker or finder involved in this Lease, and not broker’s or
finder’s commission relates to this Agreement. If there was any
broker acting on behalf of Tenant, Tenant shall request in writing that Landlord
approve in writing the terms of any commission or fee. Tenant shall
indemnify Landlord against and from any and all claims for finder’s or broker’s
fees or commissions arising as a result of the efforts of a broker or agent
acting on Tenant’s behalf with respect to Premises. Said
indemnification shall include, without limitation, all costs, attorneys’ fees
and liabilities incurred in or about the defense of any such claim or action or
preceding brought thereon, and in case any action or proceeding be brought
against Landlord by reason of such claim, Tenant upon notice from Landlord shall
defend the same at Tenant’s expense by counsel designated by
Landlord.
31. Estoppel
Certificate.
(a) Tenant
shall at any time upon not less than ten (10) days’ prior written notice from
Landlord execute, acknowledge and deliver to Landlord a statement in writing (i)
certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that the Lease,
as so modified, is in full force and effect) and the date to which the rent and
other changes are paid in advance if any, and (ii) acknowledging that there are
not, to Tenant’s knowledge, any incurred defaults on the part of Landlord, or
specifying such defaults if any are claimed. Any such statement may
be conclusively relied upon by any prospective purchaser or encumbracer of the
Premises or of the business of Landlord.
(b) At
Landlord’s option, the failure to deliver such statement within such time shall
be a material default of this Lease by Tenant, without any further notice, or it
shall be conclusive upon Tenant that (i) this Lease is in full force and effect
without modification, except as may be represented by Landlord, (ii) there are
no uncured defaults in Landlord’s performance, and (iii) not more than month’s
rent has been paid in advance.
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(c) If
Landlord desires to finance, refinance or sell the Premises, or any part
thereof, Tenant hereby agrees to deliver to any lender or purchaser designated
by Landlord such financial statements of Tenant as may be reasonably required by
such lender or purchaser. Such statements shall include the past
three (3) years’ financials statements of Tenant. All such financial
statements shall be received by Landlord and such lender or purchaser in
confidence, and shall be used only for the purposes herein set
forth.
32. Landlord’s
Liability. The term “Landlord” as used herein shall mean only the
owner or owners, at the time in question, of the fee title in the Premises, and
in the event of any transfer of such title or interest, Landlord herein named
(and in case of any subsequent transfers, then the grantor) shall be relived
from and after the date of such transfer of all liability as respects Landlord’s
obligations thereafter to be performed, provided that any funs in the hands of
Landlord or then grantor at the time of such transfer in which Tenant has an
interest, shall be delivered to the grantee. The obligations
contained in this Lease to be performed by Landlord shall, subject as aforesaid,
be binding on Landlord’s successors and assigns, only during their respective
periods of ownership.
33. Severability. The
invalidity of any provision of this Lease as determined by a court of competent
jurisdiction shall in no way affect the validity of any other provision
hereof.
34. Time
of Essence. Time is of essence with respect to the obligations to be
performed under this Lease.
35. Incorporation
of Prior Agreement; Amendments. This Lease contains all agreements of
the parties with respect to any matter mentioned herein. No prior or
contemporaneous agreement or understanding pertaining to any such matter shall
be effective. This Lease may be modified in writing only, signed by
the parties in interest at the time of the modification. Except as
otherwise stated in this Lease, Tenant hereby acknowledges that neither the
Landlord, nor any employee or agent of Landlord, has made any oral or written
warranties or representations to Tenant relative to the condition or use by
Tenant of the Premises, and Tenant acknowledges that the Tenant assumes all
responsibility regarding the Occupational Safety Health Act, the legal use and
adaptability of the Premises and the compliance thereof with applicable laws and
regulations in effect during the term of this Lease except as otherwise
specifically stated in this Lease.
36. Notices. Any
notice required or permitted to be given hereunder shall be in writing and may
be given by personal delivery or by certified mail, and if given personally or
by mail, shall be deemed sufficiently given if addressed to Tenant or to
Landlord at the address noted below the signature of the respective parties, as
the case may be. Either party may by notice to the other specify a
different address for notice purposes, except that upon Tenant’s taking
possession of the Premises, the Premises shall constitute Tenant’s address for
notice purposes. A copy of all notices required or permitted to be
given to Landlord hereunder shall be concurrently transmitted to such party or
parties at such addresses as Landlord may from time to time hereafter designate
by notice to Tenant.
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37. Waiver. The
waiver by Landlord or any term, covenant or condition herein contained shall not
be deemed to be a waiver of such term, covenant or condition, or any subsequent
breach of the same or any other term, covenant or condition herein
contained. The subsequent acceptance of rent hereunder by Landlord
shall not be deemed to be a waiver of any preceding default by Tenant of any
term, covenant or condition of this Lease, other than the failure of Landlord’s
knowledge of such preceding default at the time of the acceptance of such
rent.
38. Cumulative
Remedies. No remedy or election hereunder shall be deemed exclusive,
but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
39. Blinding
Effect; Choice of Law. Subject to any provision hereof restricting
assignment or subletting by Lessee and subject to the provisions of paragraph
32, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of
the State where the Premises are located, and any litigation concerning this
Lease between the parties hereto shall be initiated in the county in which the
Premises is located.
40. Subordination.
(a)
This Lease, and any Option granted hereby, at Landlord’s option, shall be
subordinate to any ground lease, mortgage, deed of trust, or any other
hypothecation or security now or hereafter placed upon the Premises and to any
and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions
thereof. Notwithstanding such subordination, Tenant’s right to quiet
possession of the Premises shall not be disturbed if Tenant is not in default
and so long as Tenant shall pay the rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise terminated pursuant to
its terms. If any mortgage, trustee, or ground lessor shall elect to
have this Lease and any Options granted hereby prior to the lien of its
mortgage, deed of trust or ground lease, and shall give written notice thereof
to Tenant, this Lease and such Options shall be deemed prior to such mortgage,
deed of trust or ground lease, whether this Lease or such Options are dated
prior or subsequent to the date of said mortgage, deed of trust or ground lease
or the date of recording thereof.
(b) Tenant
agrees to execute any documents required to effectuate an attornment or
subordination or to make this Lease or any Option granted herein prior to the
lien of any mortgage, deed of trust or ground lease, as the case may
be. Tenant’s failure to execute such documents within ten (10) days
after written demand shall constitute a material default by Tenant hereunder
without further notice to Tenant or, at Landlord’s option, Tenant shall execute
such documents on behalf of Tenant as Tenant’s
attorney-in-fact. Tenant does hereby make, constitute and irrevocably
appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and
stead, to execute such documents in accordance with this paragraph.
41. Attorneys’
Fees. If either party brings an action to enforce the terms hereof or
declare rights hereunder, the prevailing party in any such action, or trial or
appeal, shall be entitled to his reasonable attorneys’ fees to be paid by the
losing party as fixed by the court.
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42. Merger. The
voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
thereof, or a termination by Landlord, shall not work a merger, and shall, at
the option of the Landlord, terminate all or any existing subtenancies or may,
at the option of Landlord, operate as an assignment to Landlord of any or all
such subtenancies..
43. Quite
Possession. Upon Tenant paying the rent for the premises and
observing and performing all of the covenants, conditions and provisions of
Tenant’s part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.
44. Authority. If
Tenant is a corporation, trust, or general or limited partnership, each
individual executing this Lease on behalf of such entity represents and warrants
that he or she is duly authorized to execute and deliver this Lease on behalf of
said entity. If Tenant is a corporation, trust or partnership, Tenant
shall, prior to execution of this Lease, deliver to Landlord evidence of such
authority satisfactory to Landlord.
45. Offer. Preparation
of this Lease by Landlord or Landlord’s agent and submission of same to Lessee
shall not be deemed an offer to lease. This Lease shall become
binding upon Landlord and Tenant only when fully executed by Landlord and
Tenant.
46. Joint
Obligation. If there be more than one Tenant the obligations
hereunder imposed shall be joint and several.
47. Headings. The
headings and titles to the paragraphs of this Lease are not a part of the Lease
and shall have no effect upon the construction or interpretation of any part
thereof.
48. Option.
(a) During
the option period, if the lessee fails to inform the Lessor with two months
notice of vacating the Premises in advance, it is assumed that the Lessee has
taken the option and the rent will increase automatically to the amount stated
in the Lease. This option shall be subject to the same terms,
warrants, and conditions herein contained.
(b) In
the event that Tenant does not extend the term of this Lease as herein provided
and holds over beyond the expiration of the term hereof, such holding over shall
be governed by paragraph 20 of this Lease.
49. Tenant
Improvement Charge. As additional consideration for the covenants of
Landlord hereunder, Tenant shall pay to Landlord, prior to taking possession of
the Premises, the Tenant Improvement Charge equal to the sum of
$______________.00.
50. Real
Property Taxes. (Section Deleted)
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LANDLORD
AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.
1. There
is no hot water.
2. There
is no janitorial service.
3. Tenant
is required to furnish Landlord with certificate of insurance as required in
Paragraph 16.
4. Lessor
is not responsible for water damage from any source.
5. The
premise is accepted in “As Is” condition.
6. Late
Payment Charge. Your rent is due on the 1st of each month, there is a
$100 late fee for each month’s rent that is not received in full by the 1st of
that month.
7. $20.00
will be charged for each returned check and the landlord may request that the
future payment be made by Cashier’s Check or money order.
8. During
the lease and option period, the annual rent increase will be
_____%.
9. Clauses
#6, #29, & #50 of this lease are deleted.
|
Prorated
rent 02/01/10 to 02/28/10
|
$ | 2,000.00 | ||
|
Security
Deposit
|
$ | 2,000.00 | ||
|
Last
month rent
|
||||
|
Remote
Control Deposit (Number 2)
|
Waived
|
|||
|
Credit
Check $25.00
|
(paid)
|
|||
|
Others:
|
||||
|
Total
|
$ | 4,000.00 | ||
Lessor
/s/ Xxxxx
Xxx
1/15/10
Tenant
/s/
Xxxxxxx Xxxxxx
1/15/10
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