EXHIBIT 10.2
COMMERCIAL LEASE AGREEMENT
PARTIES:
This Commercial Lease Agreement ("Lease")is entered into between EGTH. INC.
("Lessee")and CENTURY PROPERTY MANAGEMENT LLC a Florida limited liability
company as managing agent for 000 X. XXXXXXX XXX. LLC a Florida limited
liability company ("Lessor"). EachLessee is jointly and severally liable for the
paymentof rent and performance of all other terms of this Agreement. A judgment
enteredagainst one Lessee shall be no bar to an action against other Lessees.
PREMISES:
Lessor rents to Lessee, and Lessee rents from Lessor the following described
premises, in its present state and condition, situated at 000 X. Xxxxxxx Xxxxxxx
(Suite 302), in the City of Pompano Beach, County of Broward, State of Florida,
of which Lessor is the owner.
LESSEE'S ACCESS TO PREMISES:
Upon the execution of this Lease, Lessor grants to Lessee, Lessee's employees,
agents and invitees access to and from the premises by and through the building
and adjoining property owned by Lessor and to use those parts of the building
designated by this Lease for use by Lessee, including but not limited to toilet
rooms, elevators and unrestricted parking areas, if any.
TERM:
The term of this Lease is for Nine (9) months commencing on May 1, 2006, and
expiring on January 31, 2007.
USE:
Lessee shall use and occupy the premise for the purpose of:
GENERAL OFFICE SPACE. NO OTHER PURPOSE.
Lessee covenants:
a. Not to usethe premisesfor living quartersor residence.
b. Surrenderthe premises to Lessor at the end of the Term or any renewal
period without the necessity of any notice from either Lessor or
Lessee to terminate the same, and Lessee hereby expressly waives all
right to any notice respecting said surrender of premises.
c. Lessee will keep the premises clean, sanitary and in goodcondition
and, upon termination of the tenancy, return the premisesto Lessor in
a condition identical to that which existed when Lessee took
occupancy, except for ordinary wear and tear and any additions or
alterations authorized by Lessor.
d. To keep the premises in good repair at Lessee's own expense with the
exception of those repairs specifically designated as Lessor's
responsibility herein.
e. Not to make any occupancy of the Leased Premises contrary to law or
contrary to any directions, rules, regulations, regulatory bodies, or
officials having jurisdiction or which shall be injurious to any
person or property.
f. Not to permit any waste or nuisance.
g. Lessee shall keep the sidewalks, if any; in front of or adjoining the
premisesclean,in acceptable appearance and sanitary condition.
Notwithstanding the forgoing, Lessee shall not use the premises for the purposes
of storing, manufacturing or selling any explosives, flammables or other
inherently dangerous substance, chemical, thing or device.
LESSOR'S RESPONSIBILITY FOR REPAIRS:
All repairs, except those stipulated below, which are the responsibility Lessor,
shall be made by Lessee at Lessee's own expense. the Lessorpays for the same or
any part thereof, such paymentshall constitute Additional Rent, as hereinafter
defined, a payableby Lessee under this Lease, due from Lessee to Lessor at the
next rent day after any such payment.
Lessor shall be responsible for making only the following repairs:(check all
that apply)
o [X] The roof over the premises.
o [X] Structural pairs to exterior walls, structural columns and
structural floors which collectively enclose the premises. This shall
not include storefronts.
o [X] Heating, Ventilation and Air Conditioning systems, if, and to the
extent installed by Lessor.
o [X] Sprinkler system.
o [X] Central vacuuming system, if applicable.
HAZARDOUS MATERIAL:
Lessee hereby indemnifies and holds Lessor and Lessor's officers, directors,
shareholders, managers, members, agents and employee harmless from and against,
and shall reimburse Lessor and Lessor's officers, directors, shareholders,
managers, members, agents and employees for, any and all "Losses" (as
hereinafter defined) arising from, out of or as a consequence, directly or
indirectly, of the release or presence of any Hazardous Materials on the
premises which first occurs during the Term of this Lease, whether foreseeable
or unforeseeable, and whether or not known to Lessee, it being understood and
agreed that the foregoing indemnity includes, but is not limited to, all costs
of removal, remediation of any kind, detoxification, clean up and disposal of
such Hazardous Materials and the preparation of any closure or other required
plans, all costs of determining whether the premises is in compliance and
causing the premises to be in compliance with all applicable Environmental Laws,
all costs and fees associated with claims for damages to persons, properfy, or
natural resources, and Lessor's reasonable attorneys' fees and consultants' fees
and court costs in respect thereto whether or not litigation or administrative
proceedings shall occur, including all costs and expenses incurred or suffered
by Lessor by reason of any violation of any applicable Environmental Law which
occurs, or has occurred, upon the premises during the Term of this Lease, or by
reason of the imposition of any governmental lien for the recovery of
environmental clean-up costs expended by reason of such violation, it being
expressly understood and agreed that to the extent Lessor and Lessor's officers,
directors, shareholders, managers, members, agents and employees, or any of them
are strictly liable under any applicable statute or regulation pertaining to the
protection of the environment, this indemnity shall likewise be without regard
to fault on the part of Lessee with respect to the violation of law which
results in such liability. "Losses"shall mean any and all loss, claim,
liability, damages, and injuries to person, property or natural resources, cost,
expense, action or cause of action.
Lessee hereby covenants and agrees that all obligations of Lessee under this
Section shall survive any termination of the Lease, it being further understood
and agreed that the rights of Lessor under this Section shall be in addition to
any other rights and remedies under this Lease or at law or in equity.
Lessee shall comply with all Environmental Laws throughout the Term
PAYMENT OF RENT:
Lessee will pay to Lessor an annual rental of Eighteen Thousand Dollars
($18.000.00), plus Florida State sales tax payable in equal installments of Two
Thousand Dollars ($2,000.00) plus salestax of ($120.00) for a total of Two
Thousand One Hundred Twenty Dollars ($2,120.00), (the "rent") in advance on the
first day (lst) of each month, except when that day falls on a weekend or a
legal holiday, in which case rent is due on the next business day.
Lessee covenants to pay the rent when due and payable, without any setoff,
deduction or prior demand whatsoever. Any payment by Lessee or acceptance by
Lessor of a lesser amount than shall be due from Lessee to Lessor shall be
treated as payment on account. The acceptance by Lessor of a check, or other
instrument, for a lesser amount with an endorsement or statement thereon, or
upon any letter accompanying such check or other instrument, that such lesser
amount is payment in full, shall be given no effect, and Lessor may accept such
check or other instrument without prejudice to any other rights or by remedies
which Lessor may have against Lessee.
Rent will be paid in the following manner unless Lessor or designates otherwise:
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Rent will be paid
[X] By mail, to: Century Property Management LLC
0000 X. Xxxxxxx Xx. Blvd. - Ste300
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
[X] In person, at: Century Property Management LLC
0000 X. Xxxxxxx Pk. Blvd. -Ste 300
FortLauderdale,Florida 33306
Acceptable Forms of payment:
[X] Company check made payable to: Century Property Management LLC
[X] Cashier's check made payable to: Century Property Management LLC
RETURNED CHECK AND STOP PAYMENT:
In each instance that a check or other acceptable instrument offered by Lessee
to Lessor for any amount due under this Agreement or in payment of rent is
returned for lack of sufficient funds, a "stop payment"or any other reason, a
service charge of $45.00, which does not exceed the maximum amount allowed by
applicable Florida law, will be assessed.
LATE CHARGES:
If Lessee fails to pay the rent in full before the end of the 5th day after it's
due, Lessee will be assessed a late charge of 5% of the total sum due, for the
handling of such late payment, as allowed by applicable Florida law. Lessor
reserves and in no way waives the right to insist on payment of the rent in full
on the date it is due. This late payment charge is in addition to any other
rights or remedies of the Lessor.
UTILITIES:
Unless otherwise provided in this Lease, all applications and connections for
necessary utility services on the demised premises shall be made in the name of
Lessee only. In addition, unless otherwise provided in this Lease, Lessee shall
be solely liable for utility charges as they become due, including those for
sewer, water, gas, electricity, and telephone services, exceptfor the following,
which will be paid by Lessor:
In the event that any utility or service provided to the premises is not
separately metered, Lessor shall pay the amount due and separately invoice
Lessee for Lessee's pro rata share of the charges. Lessee shall pay such amounts
within fifteen (15) days of invoice. Lessee acknowledges that the premises are
designed to provide standard office use electrical facilities and standard
office lighting. Lessee shall not use any equipment or device that utilizes
excessive electrical energy or which may, in Lessor's reasonable opinion,
overloads the wiring or interferes with electrical services to other Lessees.
In the event Lessee fails to pay utilities as due, Lessor has the right to
enforce and shall enforce payment in the same manner as in rent in arrears or
default.
LESSEE'S EXAMINATION AND ACCEPTANCE OF PREMISES:
Lessee acknowledges that Lessee has examined the premises and Lessee's
acceptance of this agreement is conclusive evidence that said leased premises
are in good and satisfactory order and repair unless otherwise specified herein;
and Lessee agrees that no representations as to the condition of the premises
have been made and that no agreement has been made to redecorate, repair or
improve the premises unless hereinafter set forth specifically writing. Lessor
will deliver the leased premises and all common areas in a habitable condition,
pursuant to applicable state law. Lessee takes premises in it's AS-IS condition.
Lessee agrees not to damage the premises through any act or omission, and to be
responsible for any damages sustained through the acts or omissions of Lessee,
Lessee'semployees or Lessee's invitees, licensees, and/or guests. If such
damages are incurred, Lessee is required to pay for any resulting repairs at the
same time and in addition to the next month's rent payment, with consequences
for nonpayment identical to those for nonpayment of rent described herein.
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SECURITY DEPOSIT:
Upon execution of this Lease, Lessee will deposit with Lessor the sum of Two
Thousand Dollars ($2,000.00) ("Security Deposit") as security for the
performance of Lessee's obligations under this lease, including without
limitation the surrender of possession of the premises to Lessor as herein
provided. It is expressly understood that the Security Deposit shall not be
considered an advance payment of rental or a measure of Lessor's damages in case
of default by Lessee.
The Security Deposit shall be held, applied to damages or rent and returned to
Lessee all in accordance with the laws of the state where the premises are
located and in force at the time of execution of this lease.
Lessor may, from time to time, to the extent permitted by the laws of the state
where the premises are located, without prejudice to any other remedy, use the
Security Deposit to the extent necessary to make good any arrearages of rent or
to satisfy any other covenant, obligation or default of Lessee hereunder,
including Lessee's obligations to others due to be paid by Lessee under the
provisions of this Lease. Following any such application of the Security
Deposit, Lessee shall pay to Lessor on demand the amount so applied in order to
restore the Security Deposit to its original amount.
If Lessor transfers Lessor's interest in the premises during the term of this
Lease, Lessor may assign the Security Deposit to the transferee and thereafter
shall have no further liability forthe return ofsuch Security Deposit.
LESSOR'S RIGHT TO PAY LESSEE'S OBLIGATIONS TO OTHERS:
Lessor reserves the right, but not the obligation, in addition to any other
right or remedy, to pay Lessee's obligations to others due to be paid by Lessee
under the provisions of this Lease, including, but not limited to, utilities,
after five (5) days notice of Lessor's intention to do so to Lessee. In the
event of any such payment by Lessor, such payment shall constitute Additional
Rent payable by Lessee under this Lease, due from Lessee to Lessor at the next
rent day after any such payment.
LIENS:
Lessee shall not do any act which shall in any way encumber the title of Lessor
in and to the premises, nor shall Lessee create or permit to be created, and
shall promptly discharge, any such lien (including, but not limited to, any
mechanic's, contractor's, subcontractor's or material man's lien or any lien,
encumbrance or charge arising out of any conditional sale, title retention
agreement, chattel mortgage, security agreement, financing statement or
otherwise) upon the premises or any part thereof or the income therefrom, and
Lessee shall not suffer any other matter or thing whereby the estate, rights and
interest of Lessor in the premises or any part thereof might be impaired.
If Lessee shall fail to cause any such lien to be discharged of record, then
Lessor, after five (5) days notice of its intention to do so, shall have the
right, but not the obligation, in addition to any other right or remedy, to
discharge such lien either by paying the amount claimed to be due or by
procuring the discharge of such lien by deposit or bonding proceedings, and in
any such event Lessor shall be entitled if it so elects to compel the
prosecution of an action for foreclosure of such lien by the lienor and to pay
the amount of judgment in favor of the lien owner with interest, costs and
allowances. Any amount so paid by Lessor and all costs and expenses (including
reasonable attorneys' fees) incurred by Lessor in connection therewith shall
constitute Additional Rent payable by Lessee under this Lease, due from Lessee
to Lessor at the next rent day after any such payment.
This Lease shall constitute notice that Lessor shall not be liable for any work
performed or to be performed, or any materials furnished or to be furnished, at
the premises for Lessee upon credit, and that no mechanic's or other lien for
such work or materials shall attach to or affect the estate or interest of
Lessor in and to the premises, unless specifically ordered by Lessor in writing.
Lessee shall have no power to do any act or make any contract that may create or
be the foundation for any lien, mortgage or other encumbrance upon the estate of
Lessor, or any other interest of Lessor in the premises, the Building or the
other lmprovements or any part thereof.
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RETURN OF SECURITY DEPOSIT:
As provided by applicable state law, within 30 days after Lessee has vacated the
premises, retumed keys and provided Lessor with a forwarding address, Lessor
will return the deposit in full or give Lessee an itemized written statement of
the reasons for, and the dollar amount of, any of the security deposit retained
by Lessor, along with a check for any deposit balance.
DEFAULT AND TERMINATION FOR DEFAULT:
Each of the following shall be an "Event of Default":
l. Lessee shall fail to pay rent when due, the Lessor, at his option, may
terminate all rights of the Lessee herein and demand surrender of the
premises, after not less than five (5) days, or a lesser time if
allowed by applicable law, written notice of such default, given in a
manner required by law unless Lessee rectifies or cures the default
within the said time.
2. If Lessee shall fail to pay any other payment of money, costs or
expenses to be paid by Lessee under this Lease, when due, and the
continuance of such failure for a period of ten (10) days, or
lesser time if allowed by applicable law, after written notice from
Lessor specifying such failure;
3. In the event of a default made by Lessee in any of the other covenants
or conditions to be kept, observed and performed by Lessee, Lessee
shall have thirty (30) days, or lesser time if allowed by applicable
law, after receipt of written notice thereof to cure such default. In
the event that the Lessee shall fail to cure any default within the
time allowed under this paragraph, Lessor may declare the term of this
Lease ended and terminated by giving Lessee written notice of such
intention, and if possession of the premises is not surrendered,
Lessor may reenter said premises. Lessor shall have, in addition to
the remedy above provided, any other right or remedy available to
Lessor on account of any Lessee default, either in law or equity.
Lessor shall use reasonable efforts to mitigate its damages.
4. The filing or execution or occurrence of any of the following will be
considered a Default on the part of Lessee:
(a) A petition in bankruptcy by or against Lessee;
(b) A petition against or answer by Lessee seeking a reorganization,
arrangement, composition, readjustment, liquidation, dissolution
or other relief of the same or different kind under any provision
of any bankruptcy laws;
(c) Adjudication of Lessee as a bankupt or insolvent;
(d) An assignment by Lessee for the benefit of creditors;
(e) A petition against or proceeding by Lessee for, or the
appointment of, a trustee, receiver, guardian, conservator or
liquidator of Lessee with respect to the premises or with respect
to all or substantially all of Lessee's property; or
(f) A petition against or proceeding by or against Lessee for its
dissolution or liquidation or the taking of possession of
Lessee's property by any governmental authority in connection
with dissolution or liquidation.
Where in the case of a petition filed against Lessee under (a), (b), (e) or (f)
above, such petition is not dismissed within ninety (90) days after the filing
thereof;
(a) Entry of an order, judgment or decree by any court of competent
jurisdiction granting any prayer or demand contained in any
petition under (a), (b), (e) or (f) above, which order, judgment
or decree is not reversed or vacated within ninety (90) days
after it is entered;
(b) Vacation or abandonment of the premises; or
(c) Taking by any person of Lessee's interest in this Lease upon
execution, attachment or other process of law or equity.
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In the event of Default on the part of Lessee, Lessor, at its option, without
further notice or demand to Lessee, may, in addition to all other rights and
remedies provided in this Lease, at law or in equity: (a) terminate this Lease
and Lessee's right of possession of the Premises, and recover all damages to
which Lessor is entitled at law, specifically including, without limitation, the
excess of the aggregate rent that would have accrued for the balance of the
Term, together with all of Lessor's expenses of re-leasing (including repairs,
alterations, improvements, additions, decorations, legal fees and brokerage
commissions) or (b) terminate Lessee's right of possession of the Premises
without terminating this Lease. In all events, Lessor may re-lease the premises,
or any part thereof for the account of Lessee, for such rent and term and upon
such terms and conditions as are acceptable to Lessor. If Lessor shall have
elected to pursue its right to terminate Lessee's right of possession of the
premises without terminating the Lease, then Lessor shall have the further right
and remedy to subsequently rescind such election and terminate the Lease. For
purposes of any such re-leasing, Lessor is authorized to decorate, repair, alter
and improve the Premises to the extent deemed necessary by Lessor, in its
reasonable discretion, all at Lessee'sexpense. If Lessor fails to re-lease the
premises, or if the premises are re-leased and a sufficient sum is not realized
therefrom after payment of all Lessor's expenses of re-leasing (including
without limitation repairs, alterations, improvements, additions, decorations,
legal fees and brokerage commissions) to satisfy the payment, when due, of rent
reserved under this Lease for any monthly period, then Lessee shall pay Lessor a
sum equal to the amount of rent due under this Lease for each such monthly
period, or if the premises have been re-leased, Lessee shall pay any such
deficiency on the rent day applicable to such month. Nothing in the foregoing
sentence, however, shall be deemed to mean that Lessor can only collect damages
from Lessee hereunder in monthly installments, it being expressly acknowledged
by Lessee that Lessor shall always have the right to collect, in a lump sum,
fiom Lessee, damages equal to the excess of the rent that would have accrued for
the balance of the Term. Lessee agrees that Lessor may file suit to recover any
sums due to Lessor hereunder at any time or from time to time and that such suit
or recovery of any amount due Lessor hereunder shall not be any defense to any
subsequent action brought for any amount not theretofore reduced to judgment in
favor of Lessor. In the event Lessor elects to terminate Lessee's right of
possession only, without terminating this Lease, Lessor may, at Lessor's option,
enter into the premises, remove Lessee's signs, Lessee's propefty, and other
evidences of tenancy, and take and hold possession thereof; provided, however,
that such entry and possession shall not terminate this Lease or release Lessee,
in whole or in part, from Lessee's obligation to pay the rent reserved hereunder
for the full Term or from any other obligation of Lessee under this Lease. Any
and all property which may be removed from the premises by the Lessor pursuant
to the authority of the Lease or of law, to which the Lessee is or may be
entitled, may be handled, removed or stored by the Lessor at the risk, cost and
expense of the Lessee, and the Lessor shall in no event be responsible for the
value, preservation or safekeeping thereof. Lessee shall pay to the Lessor, upon
demand; any and all reasonable expenses incurred in such removal and all storage
charges against such property so long as the same shall be in the Lessor's
possession or under the Lessor's control.
To the fullest extent allowed by applicable state law, in the event Lessor
exercises any remedy provided under this Section, all deposits theretofore made
by Lessee with utility companies or under this Lease, all unearned insurance
premiums and all rights of Lessee under all insurance policies required under
this Lease, any pending insurance claims or condemnation awards, and all fuel
and supplies on the Premises shall be deemed to be and are hereby assigned to
and transferred to Lessor, to be applied in paymentof Lessee's liability under
this Lease.
Upon occurence of any Event of Default, and after proper notice of default has
beengiven, Lessor may, at its option, in addition to any other remedy or right
given hereunder or by law, give notice to Lessee that this lease shall terminate
upon the date specified in the notice, which date shall not be earlier than
Thirty (30) days after mailing or delivery of such notice.
No waiver of any default of Lessee hereunder shall be implied from any omission
to take any action on account of such default if such default persists or is
repeated, and no express waiver shall affect any default other than the default
specified in the express waiver and that only for the time and to the extent
therein stated. One or more waivers by Lessor or Lessee shall not be construed
as a waiver of a subsequent breach of the same covenant, term or condition.
Any provisions for the termination of this lease shall not operate to exclude or
suspend any other remedy of the Lessor for breach or for the recovery of said
rent for the full term.
NOTICES-AGENTS AND AUTHORITY TO RECEIVE LEGAL PAPERS:
Any notice, which either party may or is required to give, be it for default of
the terms and covenants of this Lease or any other reason, may be given by
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mailing the same, by certified mail, to Lessee at the premises. The Lessor, any
person the premises by the Lessor as agent are authorized managing and anyone
designated to accept service of process and receive other notices and demands,
which may be delivered to:
[X} The Lessor, at the following address: 000 X. Xxxxxxx Xxx, LLC
c/o Century Property Management
0000 X. Xxxxxxx Xx. Blvd -Ste 300
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
[X] The Manager, at the following address: Century Property Management LLC
0000 X. Xxxxxxx Xx. Blvd.- Ste 300
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
[X] The Tenant, at the following address: EGTH,INC.
LevParnas
00 Xxxx Xxxxxx Xxxx # 000
Xxxx Xxxxx, Xxxxxxx 00000
ACCELERATION:
Upon Lessor's termination of this, Lessee expressly agrees and understands that
unless prohibited by applicable State law, the entire remaining balance of
unpaid rent for the remaining term of this Lease shall ACCELERATE, whereby the
entire sum shall become immediately due, payable, and collectible. Lessor may
hold the portion of Lessee's security deposit remaining after reasonable
cleaning and repairs as a partial offset to satisfaction of the accelerated
rent.
LESSOR'S DEFAULT:
Lessee hereby agrees, in the event of any default by Lessor, Lessee shall,
before exercising any rights that Lessee may have at law to cancel this lease,
first send notice by registered or certified mail, or hand delivery, to Lessor,
and shall have offered Lessor Thirty (30) days in which to correct and cure the
default or commence a good faith effort to cure such default.
LESSEE'S FAILURE TO TAKE POSSESSION:
If, after signing this Agreement, Lessee fails to take possession of the
premises, Lessee will still be responsible for paying rent and complying with
all other terms of this Agreement.
LESSOR'S FAILURE TO DELIVER POSSESSION:
If Lessor is unable to deliver possession of the premises to Lessee for any
reason not within Lessor's control, including but not limited to partial or
complete destruction of the premises, Lessee will have the right to terminate
this Agreement upon proper notice as required by law. In such event, Lessor's
liability to Lessee will be limited to the return of all sums previously paid by
Lessee to Lessor. Lessee agrees to hold Lessor and Lessor's agents harmless for
loss or damage for any reason not within Lessor's control. In any case, Lessor's
liability to Lessee will be limited to the return of all sums previously paid by
Lessee to Lessor.
TERMINATION OF LEASE ' HOLD OVER:
Either Lessor or Lessee may terminate this lease at the expiration of said Lease
or any extension thereof by giving the other thirty (30) days written notice
prior to the due date.
Lessee expressly agrees to the following:
a. If Lessee, with the consent of Lessor, expressed or implied, shall
hold over after the expiration of the term of this Lease, Lessee
shall, in the absence of any written agreement to the contrary, such
tenancy from month to month only, and not renewal hereof. Lessee shall
be entitled to possession until Lessor has given Lessee thirly (30)
days notice that such month-to-month tenancy shall be terminated. Only
notice of default, as hereinafter provided, shall
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b. If Lessee, without the consentof Lessor, expressed or implied, shall
hold over after the expiration of the term of this Lease, Lessee shall
be considered a tenant at sufferance at double the rent herein
provided, prorated by the day until possession is returned to Lessor.
c. Lessees holding over after or beyond the expiration of the notice
period of a lawful Notice of Termination shall be Lessee holding over
without the consent of the Lessor, and Lessee shall be considered a
tenant at sufferance, at double the rent herein provided, prorated by
the day until possession is returned to Lessor. This shall in no way
limit any other remedies and rights of recovery that Lessor may have
under applicable law.
CONDEMNATION:
If any legally, constituted authority condemns the premises or such part thereof
which shall make the premises unsuitable for leasing, this Lease shall cease
when the public authority takes possession, and Lessor and Lessee shall account
for rental as of that date. Such termination shall be without prejudice to the
rights of either party to recover compensation from the condemning authority for
any loss or damage caused by the condemnation. Neither party shall have any
rights in or to any award made to the other by the condemning authority.
EMINENT DOMAIN:
If the premises or any part thereof or any estatet herein, or any other part of
the building materially affecting Lessee's use of the premise, shall be taken by
eminent domain, this lease shall terminate on the date when title vests pursuant
to such taking. The rent shall be apportioned as of the termination date, and
any rent paid for and period beyond that date shall be repaid to Lessee. Lessee
shall not be entitled to any part of the award for such taking or any payment in
lieu thereof, but Xxxxxx may file a claim for any taking of fixtures and
improvements owned by Lessee, and for moving expenses.
ASSIGNMENTOF AGREEMENT AND SUBLETTING:
Lessee shall not sublet any part of the premises or assign this Lease. Any such
assignment or subletting shall be null and void and the Lessor may terminate
this Lease.
VIOLATION OF LAWS:
Lessee, guests and invitees of either Lessee or guests will not use the premises
in such a manner that violates any law, ordinance, statutes or requirement of
any municipal, state or federal authority now in force, or which may here after
be in force, pertaining to the premises, occasioned by or affecting the use
thereof by Lessee.
Lessor shall comply with all laws, orders, ordinances, statutes or requirements
now or hereafter affecting the premises.
INSURANCE:
While this Agreement is in effect, Lessor shall keep the premises insured
against loss by fire and windstorm, in such amounts as Lessor shall deem
appropriate. Lessee shall be responsible, at its expense, for fire and extended
coverage insurance on all of its personal property, including removable trade
fixtures, located in the premises.
lf the premises is damaged by fire or other casualty resulting from any act or
negligence of Lessee or any of Lessee's agents, employees or invitees, rent
shall not be diminished or abated while such damages are under repair, and
Lessees shall be responsible for the costs of repair not covered by insurance.
Lessee and Lessor shall, cach at its own expense, maintaina policy or policies
of comprehensive general liability insurance with respect to the respective
activities of each in and on the premises with the premiums thereon fu1ly paid
on or before the due date, by companies reasonably satisfactory to Lessor and
any mortgagee of Lessor and licensed to do business in the State of____________,
such insurance to afford minimum protection of not less than Dollars ($ )
combined single limit coverage of bodily injury, property damage or combination
thereof. Lessor and such other persons or entities as Lessor may designate, as
their interests may appear, shall be listed as an additional insured on Lessee's
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policy or policies of comprehensive general liability insurance, and such
policies shall provide that losses shall be paid to such insured's as their
interests may appear. Lessee shall provide Lessor with current Certificates of
Insurance evidencing Lessee's compliance with this Paragraph along with receipts
or other evidence that the premiums thereon have been paid for at least one (l)
year. Lessee shall obtain the agreement of Lessee's insurers to notify Lessor of
a material change of coverage or that a policy is due to expire at least thirty
(30) days prior to the implementation of such change or expiration. Certificates
evidencing renewals of each policy of insurance shall be delivered to Lessor at
least twenty (20) days prior to the expiration dates of the respective policies.
To the maximum extent permitted by insurance policies owned by Lessor or Lessee,
Lessee and Lessor, for the benefit of each other, waive any and all rights of
subrogation that might otherwise exist.
Lessee shall perform and satisfy all requirements of the companies writing any
insurance policies referred to in this Lease so that at all times companies of
good standing, satisfactory to Lessor, shall be willing to write such insurance.
In case Lessee shall at any time fail, neglect or refuse to procure or renew any
insurance herein above provided, then Lessor shall have the right, but not the
obligation, to procure or renew such insurance and any amounts paid therefore by
Lessor shall be so much Additional Rent due at the next rent day after any such
payment.
Lessor shall not be required to maintain insurance against thefts on or within
the premises.
TAX INCREASE:
Lessor shall pay, prior to delinquency, all generalreal estate taxes and
installments of special assessments coming due during the Lease term on the
premises, and all personal property taxes with respect to Lessor's personal
property, if any, on the premises. Lessee shall be responsible for paying all
personal property taxes with respect to Lessee's personal property at the
premises.
In the event there is any increase during any year of the term of this lease in
the City, County or State real estate taxes over and above the amount of such
taxes assessed for the tax year during which the term of this lease commences,
whether because of increased rate or valuation:
o [X] I Lessor shall be solely responsible for and shall pay any such
increase. Lessee shall have no responsibility or liability with
regards to any such tax increase.
PROPERTY DAMAGE AND DESTRUCTION:
A total destruction of the building in which the premises may be situated shall
terminate this lease.
If the premises or any part there of or any appurtenance thereto is so damaged
by fire, casualty or structural defects that the same cannot be used for
Lessee's purposes, then Lessee shall have the right within ninety (90) days
following damage to elect by notice to Lessor to terminate this Lease as of the
date of such damage.
In the event of a partial destruction of the premises during the term hereof,
which is beyond Lessee's reasonable control, from any other cause, except in the
case where the premises is damaged by fire or other casualty resulting from any
act or negligence of Lessee or any of Lessee's agents, employees or invitees, as
previously discussed, Lessor shall forthwith repair the same, provided that such
repairs can be made within sixty (60) days under existing governmental laws and
regulations, but such partial destruction shall not terminate this lease. Lessee
shall be relieved from paying rent and other charges during any portion of the
Lease term that the premises are inoperable or unfit for occupancy, or use, in
whole or in part, for Lessee's purposes, except in the case where the premises
is damaged by fire or other casualty resulting from any act or negligence of
Lessee or any of Lessee's agents, employees or invitees, as previously
discussed. Rentals and other charges paid in advance for any such periods shall
be credited on the next ensuing payment(s), if any, but if no further payments
are to be made, any such advance payments shall be refunded to Lessee. In making
the repairs called for in this paragraph, Lessor shall not be liable for any
delays resulting from strikes, governmental restrictions, inability to obtain
necessary materials or labor or other matters which are beyond the reasonable
control of Lessor.
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In the event said repairs cannot be made within sixty (60) days or Lessor 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 cost,
Lessor may elect to terminate this lease whether the demised premises be injured
or not.
ALTERATIONS AND REPAIRS BY LESSEE:
Lessee shall not, without first obtaining the written consent of Lessor, make
any alteration(s), addition(s), or improvement(s), in, to or about the premises.
During the Lease term, Lessee shall make, at Lessee's expense, following
Lessor's written consent, all necessary repairs to the premises. Repairs shall
include such items as routine repairs of floors, walls, ceilings, and other
parts of the premises damaged or worn through normal occupancy, exceptfor major
mechanical systems or the roof, subject to the obligations of the parties
otherwise setforth in this Lease.
Unless authorized by law, Lessee will not, without Lessor's prior written
consent, alter, re-key or install any locks to the premises or install or alter
any burglar alarm system. Lessee will provide Lessor with instructions on how to
disarm any altered or new burglar alarm system. Except as provided by law or as
authorized by the prior written consent of Lessor.
Lessee, at Lessee's expense, shall have the right following Lessor's written
consent, to remodel, redecorate, and make additions, improvements and
replacements of and to all or any part of the premises from time to time as
Lessee may deem desirable, provided the same are made in a workmanlike manner
and utilizing good quality materials. Lessee shall have the right to place and
install personal property, trade fixtures, equipment and other temporary
installations in and upon the premises, and fasten the same to the premises. All
personal property, equipment, machinery, trade fixtures and temporary
installations, whether acquired by Lessee at the commencement of the Lease term
or placed or installed on the premises by Lessee thereafter, shall remain
Lessee's property free and clear of any claim by Lessor. Lessee shall have the
right to remove the same at any time during the term of this Lease provided
removal of such improvement(s) will not cause material injury to the premises.
All improvements made by Lessee to the Premises which are so attached to the
Premises that they cannot be removed without material injury to the Premises,
shall become the property of Lessor upon installation. Not later than the last
day of the Term, Lessee shall, at Lessee's expense, remove all of Lessee's
personal property and those improvements made by Lessee which have not become
the property of Lessor, including trade fixtures, cabinetwork, movable paneling,
partitions, and the like; repair all injury done by or in connection with the
installation or removal of such property and improvements; and surrender the
Premises in as good condition as they were at the beginning of the Term,
reasonable wear, and damage by fire, the elements, casualty, or other cause not
due to the misuse or neglect by Lessee or Lessee's agents, employees, visitors,
or licensees, excepted.
In any event, all property of Lessee remaining on the premises after the last
day of the Term of this lease shall be conclusively deemed abandoned and may be
removed by Lessor, and Lessee shall reimburse Lessor for the cost of such
removal.
LESSOR'S RIGHT TO ACCESS:
In the event of an emergency, to make repairs or improvements or to show the
premises to prospective buyers or Lessees or to conduct an annual inspection or
to address a safety or maintenance problem, for the purposes of inspecting the
same, Lessor or Lessor's agents may enter the premises at reasonable hours,
provided Lessor shall not thereby unreasonably interfere with Lessee's business
on the premises. Except in cases of emergency, Lessee's abandonment of the
premises, court order or where it is impractical to do so, Lessor shall give
Lessee 24 hour notice before entering.
Lessee will permit Lessor at any time within sixty (60) days prior to the
expiration of this lease, to place upon the premises any usual "To Let" or "For
Lease" signs, and permit persons desiring to lease the same to inspect the
premises thereafter.
LESSEE'SMAINTENANCE:
By executing this Lease, Lessee acknowledges that the premises are in good order
and repair, unless otherwise indicated herein. Lessee shall, at his own expense
and at all times, maintain the premises in good and safe condition, including,
10
unless otherwise specified herein, plate glass, electrical wiring, plumbing and
heating installations and any other system or equipment upon the premises, and
shall surrender the same at termination hereof, in as good condition as
received, normal wear and tear excepted. Lessee shall be responsible for all
repairs required, excepting the roof, exterior walls, structural foundations,
and major mechanical systems, subject to the obligations of the parties
otherwise set forth in this Lease.
COMMON AREA EXPENSES:
In the event the demised premises are situated in a shopping center or in a
commercial building in which there are common areas, Lessee agrees to pay his
pro-rata share of maintenance, taxes, and insurance for the common area.
NOTICE OF INJURIES ON PREMISES
In the event of any significant injury or damage to Lessee, Lessee's employees,
or Lessee's invitees, licensees, and/or guests, or any personal property,
suffered in the leased premises or in any common area, written notice of same
shall be provided by Lessee to Lessor at the address designated for delivery of
notices as soon as possible but not later than five (5) days of said injury or
damage. Failure to provide such notice shall constitute a breach of this Lease.
PARKING:
Landlord reserves the right, at any time, to allocate, relocate, alter, change,
assign or reassign parking spaces in the parking lot behind the building.
SIGNS:
Following Lessor's consent, Lessee shall have the right to place on the
premises, at locations selected by Lessee, any signs which are permitted by
applicable zoning ordinances and private restrictions. Lessor may refuse consent
to any proposed signage that is in Lessor's opinion too large, deceptive,
unattractive or otherwise inconsistent with or inappropriate to the premises or
use of any other Lessee. Lessor shall assist and cooperate with Lessee in
obtaining any necessary permission from governmental authorities or adjoining
owners and occupants for Lessee to place or construct the foregoing signs.
Lessee shall repair all damage to the premises resulting from the removal of
signs installed by Lessee.
BUILDING RULES:
Lessee will comply with the rules of the building adopted and altered by Lessor
from time to time and will cause all of its agents, employees, invitees and
visitors to do so; all changes to such rules will be sent by Lessor to Lessee in
writing. The initial rules for the building are incorporated herein for all
purposes. Lessee hereby acknowledges receipt of building and/or complex rules
from Lessor.
SUBORDINATION:
This Lease shall be subject and subordinate at all times to the lien of all
mortgages and trust deeds in any amount or amounts whatsoever now or hereafter
placed on or against the Building or the premises or on or against Lessor's
interest or estate therein, all without the necessity of having further
instruments executed on the part of Lessee to effectuate such subordination;
provided that in the event of a foreclosure of any such mortgage or trust deed
or any other action or proceeding for the enforcement thereof, or of any sale
thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor
will the rights and possession of Lessee hereunder be disturbed if there shall
exist no Event of Default with respect to the payment of rent or any other Event
of Default hereunder. Lessee shall attorn to the purchaser at any such
foreclosure, sale or other action or proceeding or, if requested, enter into a
new lease for the balance of the Term then remaining upon the same terms and
provisions as are in this Lease contained. Lessee agrees to execute and deliver
upon demand such further instruments evidencing such subordination of this Lease
to the lien of any such mortgages or trust deeds as may be required by Lessor.
Notwithstanding the foregoing, Lessee shall from time to time on request from
Lessor execute and deliver any documents or instruments that may be required by
any lender to effectuate such subordination. If Lessee fails to execute and
deliver any documents or instruments within 10 days, Lessee irrevocably
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constitutes and appoints Lessor as Lessee's attorney in fact to execute and
deliver such documents or instruments.
BROKERAGE FEES, COMMISSIONS:
Lessee represents that Lessee was not shown the premises by any real estate
broker or agent and that Lessee has not otherwise engaged in, any activity which
could form the basis for a claim for real estate commission, brokerage fee,
finder's fee or other similar charge, in connection with this Lease.
MEMORANDUM OF LEASE:
The partieshereto contemplate that this Lease should not and shall not be filed
for record.
ESTOPPEL CERTIFICATE:
At any time and from time to time but on not less than ten (10) days prior
written request by either party hereto, the other party shall execute,
acknowledge and deliver to the requesting party, promptly upon request, a
certificate certifying (a) that this Lease is unmodified and in full force and
effect (or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the date and nature of each modification),
(b) the date, if any, to which rent and other sums payable hereunder have been
paid, (c) that no notice has been received by such party of any Default which
has not been cured, except as to Defaults specified in the certificate, and (d)
such other matters as may be reasonably requested by the requesting party. Any
such certificate may be relied upon by any prospective purchaser, mortgagee or
beneficiary under any trust deed of the premises or any part thereof and by any
collateral assignee of this Lease.
INDEMNIFICATION OF LESSOR:
Lessor shall not be liable for any damage or injury to Lessee, or any other
person, or to any property, occurring on the demised premises or any part
thereof, and Lessee agrees to hold Lessor harmless from any claim for damages,
during the Term of this Lease or any extension of this Lease, no matter how
caused.
Lessee agrees to pay, and to indemnify Lessor against, all costs and expenses
(including, but not limited to, Lessor's reasonable attorneys' fees) incurred by
or imposed upon Lessor by or in connection with any litigation to which Lessor
becomes or is made a party without fault in its part, whether commenced by or
against Lessee, or that may be incurred by Lessor in enforcing any of the
covenants and agreements of this Lease (with or without the institution of any
action or proceeding relating to the premises or this Lease) or in obtaining
possession of the Premises after an Event of Default or upon expiration or
earlier termination of this Lease.
Lessor may, but shall not be obligated to, cure any Default by Lessee hereunder.
All sums expended and all costs and expenses (including, but not Iimited to,
reasonable attorneys' fees) incurred by Lessor pursuant to the provisions of
this Lease or on account of any Default by Lessee under this Lease and all such
sums shall become Additional Rent under this Lease, payable by Lessee to Lessor
on the next rent date after such expenditure.
All rent and other amounts payable by Lessee under this Lease shall be and are
hereby declared to be a valid and first lien upon Lessee's interest in the
Premises and upon the rents, issues and profits in any manner arising or growing
out of the same, and upon Lessee's interest in this Lease.
In the event of any breach or threatened breach by Lessee of any of the
covenants, agreements, terms or conditions contained in this Lease, Lessor shall
be entitled to enjoin such breach or threatened breach and shall have the right
to invoke any right and remedy allowed at law or in equity or by statute or
otherwise as though re-entry, summary proceedings and other remedies were not
provided for in this Lease.
No receipt of monies by Lessor from Lessee after termination of this Lease or
after the giving of any notice of termination of this Lease shall reinstate,
continue or extend the Term or affect any notice theretofore given to Lessee, or
operate as a waiver of Lessor's right to enforce the payment of rent and any
other payments or charges herein reserved and agreed to be paid by Lessee then
or thereafter falling due, or operate as a waiver of Lessor's right to recover
possession of the premises, it being agreed that after the service of notice to
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terminate this Lease or the commencement of suit or summary proceedings, or
after final order or judgment for the possession of the premises, Lessor may
demand, receive and collect any monies due or thereafter falling due without, in
any manner, affecting such notice, proceeding, order, suit or judgment, all such
monies collected being deemed payments on account of the use and occupation of
the premisesor at Lessor's election on account of Lessee's liability hereunder.
WAIVER:
Any waiver of a default hereunder shall not be deemed a waiver of this agreement
or of any subsequent default. Acquiescence continues in a default shall not
operate as a waiver of such default, even though such acquiescence for an
extended period of time.
Lessor's granting of any consent under this Lease, or Lessor's failure to object
to any action taken by Lessee without Lessor's consent required under this
Lease, shall not be deemed a waiver by Lessor of its rights to require such
consent for any further similar act by Lessee. No waiver by Lessor of any other
breach of the covenants of this Lease shall be construed, taken or held to be a
waiver of any other breach or to be a waiver, acquiescence in or consent to any
further or succeeding breach of the same covenant. None of Lessee's
covenants under this Lease. and no breach thereof. shall be waived. altered or
modified except by a written instrument executed by Lessor.
REMEDIES-CUMULATIVE:
No remedy conferred upon or reserved to Lessor under this Lease or under law
shall be considered exclusive of any other remedy, but such remedies shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise, and every
power and remedy given by this Lease to Lessor may be exercised from time to
time and as often as occasion may arise or as may be deemed expedient, without
precluding Lessor's simultaneous or later exercise of any or all other rights or
remedies. No delay or omission of Lessor to exercise any right or power arising
from any Default or Event of Default shall impair any such right to power or
shall be construed to be a waiver of any such Default or Event of Default or
acquiescence therein.
COURT COSTS AND ATTORNEYS FEES:
In any action or legal proceeding to enforce any part of this Agreement, the
prevailing paty shall recover reasonable attorneys' fees and court costs.
BINDING ON SUCCESSORS:
This lease is binding upon and inures to the benefit of the heirs, successors in
interest to the parties.
ENTIRE AGREEMENT:
This document and any Attachments constitute the entire Agreement between the
parties, and no promises or representations, other than those contained here and
those implied by law, have been made by Lessor or Lessee. Any modifications to
this Agreement must be in writing and signed by Lessor and Lessee.
SEVERABILITY:
The provisions of this Lease are severable and in the event any provision,
clause, sentence, section or part thereof is held to be invalid, illegal,
unconstitutional, inapplicable or unenforceable to any person or circumstances,
such invalidity, illegality, unconstitutionality, inapplicability or
unenforceability shall not affect or impair any of the remaining provisions,
sentences, clauses, sections, parts of the lease or their application to Tenant
or other persons or circumstances. It is understood and agreed that the terms,
conditions and covenants of this Lease would have been made by both parties if
such invalid, illegal, unconstitutional, inapplicable or unenforceable
provision, sentence, clause, section or part had not been included therein to
the extent that portion of this agreement may be invalid by striking of certain
words or phrases, such words or phrases shall be deemed to be stricken and the
remainder of the provisions and the remainder of the other portions of this
Lease agreement shall remain in full force and effect. It is further agreed that
this Lease may be executed in counterparts, each of which when considered
together shall constitute the original contract.
l3
LESSEEAS CORPORATE ENTITY:
If Lessee is a corporation, each person executing this lease represents and
warrants that he or she is duly authorized to execute and deliver this lease on
behalf of the corporation. Those persons further represent that the terms of
this lease are binding upon the corporation.
ADDITIONAL PROVISIONS:
o Tenant agrees to take the premises in its "As Is" condition.
o Landlord shall at its sole cost and expense erect one wall at the East
side of the suite.
LESSEE ACKNOWLEDGES RECEIPT OF AN EXECUTED COPY OF THIS LEASE.
CENTURY PROPERTY MANAGEMENT, LLC
Lessor/Agent's signature: /s/ illegible
--------------------
Title: Property Manager
-------------------------------------------
Date: 4/11/2006
Address: 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx - Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Phone: 000.000.0000
LESSEE: EGTH, INC.
BY (SIGNATURE): /s/ Xxx Xxxxxx
-------------------------
TITTE: CEO
PRINT NAME: XXX XXXXXX
Date: 4/11/06
LESSEE:
----------------------------------
BY (SIGNATURE):
--------------------------
TITLE:
-----------------------------------
PRINT NAME:
------------------------------
DATE:
------------------------------------
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