Exhibit 10.14
OFFICE LEASE
THIS LEASE, made this 31st day of July, 2001, between Corporate Media
Group, 000 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000, hereinafter referred to "Tenant",
and Xxxx & Xxxxx Xxxxxx hereinafter referred to as "Landlord".
WITNESSETH:
NOW, THEREFORE, it is mutually agreed by and between the parties as
follows:
WHEREAS, Tenant is desirous of leasing and hiring from Landlord certain
premises located in that certain building located at 000 Xxxxxx Xxxx, Xxxx xx
Xxxxxxxxx, Xxxxxx of Xxxxxxx, State of Tennessee, hereafter referred to as the
"Building".
DESCRIPTION OF PROPERTY AND TERM:
1. (a) For and in consideration of the agreement of Tenant to pay the
rental and other sums herein provided for and to perform the terms, covenants
and conditions on its part herein contained, the full performance and observance
of which and all thereof being hereby agreed by Tenant to the conditions
precedent and subsequent to the covenants on the part of Landlord, and, at the
option of Landlord, to the continuance of this lease, Landlord hereby leases to
Tenant.
(b) The term of this lease shall be for a period of ten (10) years,
commencing on July 31, 2001.
RENTAL:
2. (a) Tenant agrees to pay, as minimum rental, at such place as may be
designated from time to time, by Landlord, the sum of ($ ) per month,
payable in lawful money of the United States in advance on the first day of
each calendar month during the lease term, without any deduction or offset
whatsoever. If the term commences on any day other than the first day of
the calendar month, a prorata friction of a full month's rental shall be
paid on the first day of said lease term and a corresponding prorata
fraction shall be paid for the partial month at the end of said lease term.
Tenant further agrees to pay Landlord any excise, sales or privilege tax
imposed or levied by any government or governmental agency upon Landlord on
account of this lease or the rental paid hereunder.
(b) Tenant agrees to be liable for damage to the premises in an amount not
to exceed $ , normal wear and tear accepted. The Landlord and Tenant shall
jointly inspect and verify the existing condition of the premises following
lease execution.
(c) Should the lease be terminated with the proper written 30-day notice to
the Landlord by the tenant the tenant will have no further obligations under the
lease.
3. (a) Tenant shall use the premises for Offices and for no other purpose.
(b) Tenant shall not commit, or suffer to be committed any nuisance or
other act or thing against public policy, or which may disturb the quiet
enjoyment of any other tenant of the building. Tenant agrees not to deface or
damage the building in any manner or overload the floors of the premises.
(c) Tenant agrees not to use or permit the use of the premises or any part
thereof for any purpose prohibited by law, and Tenant agrees, at its sole
expense, to comply with and conform to all of the requirements of all
governmental authorities having jurisdiction thereof, present or future,
relating in any way to the condition, use and occupancy of the premises
throughout the entire term of this lease.
(d) No goods, merchandise or materials shall be kept, stored or sold by
Tenant in or about the premises which are in any way hazardous, and Tenant shall
not suffer or permit any acts of omission or commission to be done on or about
the premises which will increase the existing rate of fire insurance. If the
said insurance rate is increased by such an act, then the increased cost of such
insurance on the building shall be paid by Tenant to Landlord with the next
succeeding installment of rental. Tenant, at its sole expense, shall comply with
any and all requirements of any insurance organization or company necessary for
the maintenance of reasonable fire and public liability insurance covering the
premises and the building.
SERVICES AND UTILITIES:
4. (a.) Landlord agrees to provide 110 volt wiring and electricity for
lighting and light office machines, water, heat, refrigerated air-conditioning,
window cleaning, janitorial service three times a week, and building maintenance
service. Landlord shall not be liable for the stoppage or interruption of any
said services or utilities caused by riots, strikes, labor disputes, or
accidents, necessary repairs or conditions beyond Landlord's control.
(b.) Landlord shall furnish heating, ventilation and air conditioning
("HVAC") for the premises as required in Landlord's judgment for the condonable
and normal occupancy of the premises.
PARKING:
5. Landlord agrees to provide designated off street parking spaces for the
joint use of all the tenants of the 000 Xxxxxx Xxxx, Xxxxxxxx and their
invitees. It is understood and agreed that if, in the sole opinion of the
Landlord, Parking in the common area parking lot of the building becomes
overcrowded, Landlord may specifically restrict Tenants use of said parking lot.
ACCEPTANCE OF PREMISES:
6. No representations, except such as are contained herein, have been made
to Tenant respecting the condition of the premises. By entry hereunder, Tenant
accepts the premises as being free from defects and in good, clean sanitary
order, condition and repair, and agrees to keep the premises in such condition.
Tenant further agrees on the last day of the term hereby created, or sooner
termination of this lease, to surrender auto Landlord the premises in the same
condition as when received, ordinary wear and tear excepted.
DESTRUCTION OF PREMISES:
7. In the event of a partial or total destruction of the premises during
the lease term from any cause other than by failure or neglect on the part of
the Tenant to perform or observe any term, covenant or condition hereof,
Landlord shall forthwith repair the same, unless Landlord shall elect to
terminate this lease as hereinafter set forth. Such destruction shall in nowise
annul or void this lease, except that Tenant shall be entitled to a
proportionate reduction of the rental while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such
repairs shall interfere with business carried on by Tenant on or about said
premises. In respect to any damage or destruction which Landlord is obligated to
repair or my elect to repair under the terms of this paragraph, Tenant hereby
waives all rights under any law in existence during the term of this lease
authorizing the termination of a lease upon the complete or partial destruction
of the leased premises. In the event that the premises are partially or totally
destroyed by a cause or casualty other than those covered by fire and extended
coverage insurance, or in the event that the building is destroyed by any cause
or casualty to the extent of not less than thirty-three and one-third (33 1/3%)
percent of the replacement cost thereof, whether the premises be damaged or not,
Landlord may elect to terminate this lease by giving notice to Tenant within
ninety (90) days after the occurrence of such destruction.
EMINENT DOMAIN:
8. If any part of the premises shall be taken for public or quasi-public
use by right of eminent domain or transferred by agreement in connection with
such public or quasi-public use, with or without any condemnation action or
proceeding being instituted, this lease shall terminate as of the date title
shall vest in the condemnor. All compensation or damages awarded upon such
taking or transfer shall go to Landlord and Tenant shall have no claim thereto.
ALTERATION AND IMROVEMENTS:
9. (a) Tenant shall construct and install at its sole expense any and all
leasehold improvements and fixtures, subject to the terms and conditions herein
contained, it being expressly understood that Landlord's sole construction
obligation is to construct and install, in accordance with the general standards
of the building, the walls, doors, carpeting, furnished ceiling, central toilet
facilities, and such finished partitioning, electrical outlets and electrical
fixtures as may be shown on Exhibit "A" attached hereto. Tenant agrees not to
make any alterations of, or additions to the premises without the prior written
consent of Landlord, and any alterations of, or additions to the premises except
movable trade fixtures and equipment shall take place under the supervision of
Landlord and shall become a part of the realty. Tenant shall keep the premises
and improvements thereon free and clear of all liens arising out of or claimed
by reason of any work performed, material furnished or obligations incurred by
or at the instance of Tenant, and indemnify and save Landlord the premises and
the building harmless of all such liens or claims of lien and all attorney's
fees and other costs and expenses incurred by reason thereof.
(b) Landlord shall have the right at any time to alter, repair or improve
the premises and the building, subject to the terms of the Real Estate Contract
and Landlord and its representatives for that purpose may enter on and about the
premises and the building with such material as Landlord may deem necessary, and
may erect scaffolding and all other necessary structures on or about the
premises and the building. Tenant waives any claim for damages including loss of
business resulting therefrom. In the exercise of its rights under this
subparagraph Landlord shall not unreasonably interfere with the conduct of
Tenants business.
TAXES:
10. In addition to the minimum monthly rent in Paragraph 2. (a) above,
Tenant agrees to pay percent of any and all increases in real estate taxes
levied or assessed against the real property of which the building and the
premises are a paid over and above the amount of such taxes or assessments
during the calendar year Tenant, upon demand, shall pay such amounts to Landlord
with the next succeeding installment of rental.
LIABILITY:
11. Tenant agrees that Landlord shall not at any time or to any extent
whatsoever be liable, responsible or in anywise accountable for any loss,
injury, death or damage to persons or property, from any cause or causes
whatsoever, which at any time may be suffered or sustained by Tenant, or by any
person whosoever at any time may be using occupying or visiting the premises,
and Tenant agrees to indemnify and save Landlord harmless from any and all
claims, liabilities, losses, damages, costs and expenses whatsoever arising out
of any such loss, injury, death or damage however occurring. Tenant agrees to
pay for all damages done to the premises or the building by Tenant or any person
or persons permitted on the premises by Tenant.
ENTRY BY LANDLORD:
12. Landlord and its representatives shall have the right to enter the
premises at all reasonable times to inspect the same, to make repairs and to
maintain the building, to post such reasonable notices as Landlord may desire to
protect its rights, or, during the ninety (90) days prior to the expiration of
this lease, to exhibit the premises to prospective tenants and to place upon the
doors or in the windows of the premises any usual or ordinary "to Let" or "to
Lease" signs.
TENANT'S FIXTURES:
13. Tenant, at any time Tenant is not in default hereunder, may remove its
movable trade fixtures and equipment, and upon expiration or termination of this
lease, if so requested by Landlord, shall remove all fixtures and equipment
installed on the premises by Tenant, whether of not such fixtures and equipment
are fastened to the building and regardless of the manner in which they are so
fastened; provided, however, that Tenant shall fully repair damage of any kind
or character occasioned by the removal of any such fixtures or equipment and
shall leave the premises and building in a good, clean and sanitary condition.
ASSIGNMENT AND SUBLETTING:
14. (a) Tenant shall not assign this lease, nor sublet all or any portion
of the premises, not permit the use of all or any part of the premises by
persons other than Tenant, its servants and agents, without the prior written
consent of Landlord, and any such assignment, sublease or permission without
such consent shall be void and, at the option of Landlord ' shall terminate this
lease.
(b) Tenant agrees that in the event any proceedings under the Bankruptcy
Act or any amendment thereto be commenced by or against Tenant and if against
Tenant, said proceedings shall not be dismissed before either an adjudication in
bankruptcy or the confirmation of a composition arrangement or plan of
reorganization, or in the event Tenant be adjudged insolvent or make an
assignment for the benefit of its creditors, or if a writ of attachment or
execution be levied on the leasehold estate hereby created and be not released
or satisfied within fifteen (15) days thereafter, or if a receiver be appointed
in any proceeding or action to which Tenant is a party with authority to take
possession or control of the premises or the business conducted thereon by
Tenant and such receiver be not discharged within a period of fifteen (15) days
after his appointment any such event shall constitute a breach of this lease by
Tenant and, at the option of Landlord and without notice or entry or other
action of Landlord, shall terminate this lease and also all rights of Tenant
under this lease and any and all persons claiming under Tenant, in and to the
premises.
RULES AND REGULATIONS:
15. Landlord shall have the right from time to time to prescribe rules and
regulations, which in its judgment may be desirable, for the use, entry,
operation and management of the premises and the building, each of which rules
and regulations shall become a part of this lease. Tenant agrees to comply with
such rules and regulations, provided, however, that such rules and regulations
shall not contradict or abrogate any right or privilege herein expressly granted
to Tenant.
SIGNS:
16. Tenant shall not place or permit to be placed any sign, advertisement
notice or other display on any part of the inside or outside of the premises,
except of such color, size and style and in such locations as shall be
designated by Landlord. Tenant upon request of Landlord, shall immediately
remove any sign, advertisement, notice or other display which Tenant has placed
or permitted to be placed on any part of the inside or outside of the premises,
which, in the opinion of Landlord, is objectionable, offensive or not in good
taste, and if Tenant shall fail to do so, Landlord may enter the premises and
remove the same at the expense of Tenant.
DEFAULT:
17. If Tenant shall fail to pay any part of the rent herein provided or any
other sum required by this lease to be paid to Landlord at the times or in the
term provided, or if default shall be made in any of the other covenants or
conditions on its part agreed to be performed, and if such failure to pay rent
or such other such default shall continue for ten (10) days after written notice
thereof from Landlord to Tenant, then Landlord, besides such other rights or
remedies it may have, may either (a) terminate this lease, or (b) re-enter the
premises by summary proceedings or otherwise, remove all persons and property
from the premises without liability to any person for damages, sustained by
reason of such removal, and re-let the premises at such rental and upon such
other terms and conditions as Landlord in its sole discretion may deem
advisable. In such event Tenant shall remain liable for the monthly rent
reserved in this lease, plus the reasonable cost of obtaining possession of the
premises and of any repairs and alterations necessary to prepare them for
re-letting, less the refits received from such re-letting, if any. Any and all
monthly deficiencies so payable by Tenant shall be paid monthly on the date
herein provided for the payment of rent. No such re-entry or taking possession
of the premises by Landlord shall be construed as an election on its part to
terminate this lease unless a written notice of such intention be given to
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such re-letting without termination, Landlord
may at any time thereafter elect to terminate this lease for such previous
breach. Should Landlord at any time terminate this lease for any breach in
addition to any other remedies it may have, it may recover from Tenant all
damages it may incur by reason of such breach, including the cost of recovering
the premises, and including the worth at the time of such termination of the
excess, if any, of the amount of rent and charges equivalent to rent reserved in
this lease for the remainder of the stated term over the then reasonable rental
value of the premises for the remainder of the stated term all of which amounts
shall be immediately due and payable from Tenant to Landlord.
ATTORNEY'S FEES:
18. (a) If any person not a party to this lease shall institute an action
against Tenant in which Landlord, involuntarily and without cause, shall be made
a party defendant, Tenant shall indemnify and save Landlord harmless from all
liabilities by reason thereof, including reasonable attorney's fees and all
costs incurred by Landlord in such action.
(b) If any action shall be brought to recover any rental under this lease,
or for or on account of any breach of or to enforce or interpret any of the
terms, covenants or conditions of this lease, or for the recovery of possession
of the premises, the prevailing party shall be entitled to recover from the
other party, as part of prevailing party's costs, a reasonable attorney's fee,
the amount of which shall be fixed by the court and shall be made a part of any
judgment rendered.
HOLDING OVER:
19. In the event of any holding over by Tenant after the expiration or
termination of this lease, unless the parties hereto otherwise agree in writing,
Tenant shall become a tenant at sufferance only, subject to termination by
Landlord or Tenant at any time upon at least thirty (30) days advance written
notice, and all other terms and provisions of this Lease shall be applicable
during that period. Acceptance by Landlord of rent after such expiration or
earlier termination shall not constitute consent to a hold over hereunder or
result in an extension of this Lease.
SUBORDINATION:
20. Landlord expressly reserves the right at any time to place liens and
encumbrances on and against the premises and the building, superior in lien and
effect to this lease and the estate created hereby. This lease, at the option of
Landlord, is and shall be subject, subordinate and inferior to the lien and
estate of any liens and encumbrances, renewals, extensions or replacements
thereof now or hereafter imposed by Landlord upon the premises or the building.
Tenant agrees to execute and deliver upon demand such further instrument or
instruments subordinating this lease to any such liens or encumbrances as shall
be desired by Landlord, and hereby irrevocably appoints Landlord its attorney in
fact to execute and deliver any such instrument or instruments for or in the
name of Tenant.
NOTICES:
21. All notices, demands or other writing in this lease provided to be
given, made or sent by either party hereto to the other shall be deemed to have
been fully given, made or sent when made in writing and deposited in the United
States mail registered and, postage prepaid and addressed as follows:
TO LANDLORD 000 Xxx Xxxxx XX, Xxxxx 000X
Xxxxxxxxxxx, Xxx Xxxxxx 00000
TO TENANT On the leased premises and home address
The address to which any notice, demand or other writing may be given, made
or sent to either party may be changed by written notice given by such party as
above provided.
REMEDIES CUMULATIVE:
22. All remedies herein conferred upon Landlord shall be cumulative and no
one exclusive of any other remedy conferred herein or by law.
WAIVER:
23. The waiver by Landlord of any breach of 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 rental hereunder by
Landlord shall not be deemed a waiver of any preceding breach by Tenant of any
term, covenant or condition of this lease, other than the failure of Tenant to
pay the particular rental so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rental. None of the
terms, covenants or conditions of this lease can be waived by either Landlord or
Tenant except by appropriate written instrument.
CONSTRUCTION OF LEASE:
24. The language in all parts of this lease shall in all cases be construed
as a whole according to its fair meaning and not strictly for or against either
Landlord or Tenant. Paragraph headings in this lease are for convenience only
and are not to be construed as a part of this lease or in any way defining,
limiting or amplifying the provisions hereof. Time is of the essence of this
lease and of every term, covenant and condition hereof The words "Landlord" and
"Tenant", as herein used, shall include the plural as well as the singular. The
neuter gender includes the masculine and feminine. In the event there is more
than one Tenant, the obligations to be performed shall be joint and several.
Landlord and Tenant agree that in the event any term, covenant or condition
herein contained is held to be invalid or void by any court of competent
jurisdiction, the invalidity of any such term, covenant or condition shall in no
way affect any other term, covenant or condition herein contained.
25. The tenant understands this is a non-smoking building and that smoking
within the building will subject this lease to default with full amount of lease
due to Landlord on liquidated damages.
26. A deposit of $ is due upon execution of this Lease. The deposit is
refundable, less and costs associated with the default of this lease or any
damage to the premises by Tenant.
SUCCESSORS AND ASSIGNS:
27. Subject to the provisions of Paragraph 16 hereof, all the terms,
covenants and conditions of this lease shall be binding upon and inure to the
benefit of and shall apply to the respective heirs, executors, administrators,
successors, assigns and legal representatives of Landlord and Tenant. REASONABLE
CONSENT:
28. Landlord agrees not to unreasonably withhold its approval of or consent
to any act of Tenant, where such approval or consent is required by the terms of
this lease.
IN WITNESS HEREOF, the parties hereto have executed this instrument by
proper persons thereunto duly authorized to do so on this day of , 2001.
Tenant: Landlord:
Corporate Media Group, Inc. Xxxx and Xxxxx Xxxxxx
By: By:
By: By:
Its:
By:
