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EXHIBIT 10.3
COMMERCIAL LEASE
This lease is made between XXX ASSOCIATES, 0000 XXXXXXX XX.,
XXXXXXXXXX, XX 00000, HEREIN CALLED LESSOR, AND WALL STREET DELI, INC., 0000
XXXXXXX XXXXXXXXXXX, XXXXXXX, XX 00000, HEREIN CALLED LESSEE.
Lessee hereby offers to lease from Lessor the premises situated in the
City of MEMPHIS, County of SHELBY, State of TENNESSEE, described as 6,000 FT.
OFFICE BUILDING LOCATED AT 0000 X. XXX XX., XXXXXXX, XX 00000, upon the
following TERMS and CONDITIONS:
1. Term and Rent. Lessor demises the above premises for a term of TEN
(10) years, commencing SEPTEMBER 1, 1994 and terminating on AUGUST 31,
2004 or sooner as provided herein at the annual rental of FIFTY FOUR
THOUSAND & 00/100 DOLLARS ($54,000.00), payable in equal installments
in advance on the first day of each month for that month's rental,
during the term of this lease. * All rental payments shall be made to
Lessor, at the address specified above:
* COMMENCING JULY 1, 1995 BASE RENT SHALL INCREASE BY THE AMOUNT
THE CPI INCREASES FROM THE BASE MONTH, APRIL 1, 1994.
2. Use. Lessee shall use and occupy the premises for OFFICES. The
premises shall be used for no other purpose. Lessor represents that
the premises may lawfully be used for such purpose.
3. Care and Maintenance of Premises. 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 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: NONE,
which shall be maintained by Lessor. Lessee shall also maintain in
good condition such portions adjacent to the premises, such as
sidewalks, driveways, lawns and shrubbery, which would otherwise be
required to be maintained by Lessor.
4. Alterations. Lessee shall not, without first obtaining the written
consent of Lessor, make any alterations, additions, or improvements,
in, to or about the premises.
5. Ordinances and Statutes. Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal
authorities now in force, or which may hereafter be in force,
pertaining to the premises, occasioned by or affecting the use thereof
by Lessee.
6. Assignment and Subletting. Lessee shall not assign this lease or
sublet any portion of the premises without prior written consent of
the Lessor, which shall not be unreasonably withheld. Any such
assignment or subletting without consent shall be void and, at the
option of the Lessor, may terminate this lease.
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7. Utilities. All applications and connections for necessary utility
services on the demised premises shall be made in the name of Lessee
only, and Lessee shall be solely liable for utility charges as they
become due, including those for sewer, water, gas, electricity, and
telephone services.
8. Entry and Inspection. Lessee shall permit Lessor or Lessor's agents
to enter upon the premises at reasonable times and upon reasonable
notice, for the purpose of inspecting the same, and 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.
9. Possession. If Lessor is unable to deliver possession of the premises
at the commencement hereof, Lessor shall not be liable for any damage
caused thereby, nor shall this lease be void or voidable, but Lessee
shall not be liable for any rent until possession is delivered.
Lessee may terminate this lease if possession is not delivered within
365 days of the commencement of the term hereof.
10. Indemnification for 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 claims for damages, no matter
how caused.
11. Insurance. Lessee, at his expense, shall maintain CASUALTY INSURANCE
and public liability insurance including bodily injury and property
damage insuring Lessee and Lessor with minimum coverage as follows:
THREE HUNDRED FIFTY THOUSAND & 00/100 DOLLARS ($350,000.00)
Lessee shall provide Lessor with a Certificate of Insurance
showing Lessor as additional insured. The Certificate shall provide
for a ten-day written notice to Lessor in the event of cancellation or
material change of coverage. To the maximum extent permitted by
insurance policies which may be owned by Lessor or Lessee, Lessee and
Lessor, for the benefit of each other, waive any and all rights of
subrogation which might otherwise exist.
12. Eminent Domain. If the premises or any part thereof or any estate
therein, or any other part of the building materially affecting
Lessee's use of the premises, shall be taken by eminent domain, this
lease shall terminate on the date when title vests pursuant to such
taking. The rent, and any additional rent, shall be apportioned as of
the termination date, and any rent paid for any 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
Lessee may file a claim for any taking of fixtures and improvements
owned by Lessee, and for moving expenses.
13. Destruction of Premises. In the event of a partial destruction of the
premises during the term hereof, from any cause, 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, except that Lessee shall be entitled to a proportionate
reduction of rent while such repairs are being made, based upon the
extent to which the making of such repairs shall interfere with the
business of Lessee on the premises. If such repairs cannot be made
within said sixty (60) days, Lessor, at his option, may make the same
within a reasonable time, this lease continuing in effect with the
rent proportionately abated as aforesaid,
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and in the event that Lessor shall not elect to make such repairs
which 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 costs thereof,
Lessor may elect to terminate this lease whether the demised premises
be injured or not. A total destruction of the building in which the
premises may be situated shall terminate this lease.
14. Lessor's Remedies on Default. If Lessee defaults in the payment of
rent, or any additional rent, or defaults in the performance of any of
the other covenants or conditions hereof, lessor may give Lessee
notice of such default and if Lessee does not cure any such default
within ___________ days, after the giving of such notice (or if such
other default is of such nature that it cannot be completely cured
within such period, if Lessee does not commence such curing within
such ________________ days and thereafter proceed with reasonable
diligence and in good faith to cure such default), then Lessor may
terminate this lease on not less than _________ days' notice to
Lessee. On the date specified in such notice the term of this
lease shall terminate, and Lessee shall then quit and surrender the
premises to Lessor, but Lessee shall remain liable as hereinafter
provided. If this lease shall have been so terminated by Lessor,
Lessor may at any time thereafter resume possession of the premises by
any lawful means and remove Lessee or other occupants and their
effects. No failure to enforce any term shall be deemed a waiver.
15. Security Deposit. Lessee shall deposit with Lessor on the signing of
this lease the sum of FOUR THOUSAND FIVE HUNDRED & 00/100 DOLLARS
($4,500.00) 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. If Lessor
applies any part of the deposit to cure any default of Lessee, Lessee
shall on demand deposit with Lessor the amount so applied so that
Lessor shall have the full deposit on hand at all times during the
term of this lease.
16. Tax Increase. 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 STIPULATED TAX BASE OF $0 PER YEAR, whether because
of increased rate or valuation, Lessee shall pay to Lessor upon
presentation of paid tax bills an amount equal to 100% of the increase
in taxes upon the land and building in which the leased premises are
situated. In the event that such taxes are assessed for a tax year
extending beyond the term of the lease, the obligation of Lessee shall
be proportionate to the portion of the lease term included in such
year.
17. 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.
18. Attorney's Fees. In case suit should be brought for recovery of the
premises, or for any sum due hereunder, or because of any act which
may arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection
with such action, including a reasonable attorney's fee.
19. Notices. Any notice which either party may or is required to give,
shall be given by mailing the same, postage prepaid, to Lessee at the
premises, or Lessor at the address shown below, or at
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such other places as may be designated by the parties from time to
time.
20. Heirs, Assigns, Successors. This lease is binding upon and inures to
the benefit of the heirs, assigns and successors in interest to the
parties.
21. Option to Renew. Provided that Lessee is not in default in the
performance of this lease, Lessee shall have the option to renew the
lease for an additional term of 60 months commencing at the expiration
of the initial lease term. All of the terms and conditions of the
lease shall apply during the renewal term except that the monthly rent
shall be the sum of $ AS MUTUALLY AGREED. The option shall be
exercised by written notice given to Lessor not less than 270 days
prior to the expiration of the initial lease term. If notice is not
given in the manner provided herein within the time specified, this
option shall expire.
22. Subordination. This lease is and shall be subordinated to all
existing and future liens and encumbrances against the property.
23. Entire Agreement. The foregoing constitutes the entire agreement
between the parties and may be modified only by a writing signed by
both parties. The following Exhibits, if any, have been made a part
of this lease before the parties' execution hereof:
Signed this 31ST day of MAY, 0000
XXXX XXXXXX DELI, INC. XXX ASSOCIATES
By: /S/ XXXX X. XXXXXXX By: /S/ XXXXXX X. XXXXXX
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Lessee Lessor
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