EXHIBIT 10.79
LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") made
and entered into this 1st day of June 2003, by and between Xxxxxx X. Xxxxx, Xx.,
whose address is 000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx 00000 hereinafter
referred to as "Lessor") and Syndicated Food Service International, Inc.
(hereinafter referred to as "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor is the fee owner of certain real property being, lying
and situate in Xxxxxx County, Virginia, such real property having a street
address of 00 Xxxxxxxxx Xxxx and 00 Xxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx 00000
(collectively, the "Premises")
WHEREAS, Lessor is desirous of leasing the Premises to Lessee upon the
terms and conditions as contained herein; and
WHEREAS, Lessee is desirous of leasing the Premises from Lessor on the
terms and conditions as contained herein;
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS
($10.00), the covenants and obligations contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. TERM. Lessor leases to Lessee and Lessee leases from Lessor the
above described Premises together with any and all appurtenances thereto, for a
term of one [1] year(s), such term beginning on June 1, 2003, and ending at 12
o'clock midnight on May 31, 2003. The term may be extended with the written
mutual agreement of Lessor and Lessee.
2. RENT. The total rent for the term hereof is the sum of One Thousand
Two Hundred and Fifty dollars ($1,250.00) payable on the 1st day of each month
of the term to be paid upon the due execution of this Agreement. All such
payments shall be made to Lessor at Lessor's address as set forth in the
preamble to this Agreement on or before the due date and without demand.
3. DAMAGE DEPOSIT. Upon the due execution of this Agreement, Lessee
shall deposit with Lessor the sum of Ten DOLLARS ($10.00) receipt of which is
hereby acknowledged by Lessor, as security for any damage caused to the Premises
during the term hereof. Such deposit shall be returned to Lessee, without
interest, and less any set off for damages to the Premises upon the termination
of this Agreement.
4. USE OF PREMISES. THE Premises shall be used and occupied by Lessee
for the business purpose of housing Lessor's executive offices, and employees
and guests respectively.
Lessee shall comply with any and all laws, ordinances, rules and orders of any
and all governmental or quasi-governmental authorities affecting the
cleanliness, use, occupancy and preservation of the Premises.
5. CONDITION OF PREMISES. Lessee stipulates, represents and warrants
that Lessee has examined the Premises, and that they are at the time of this
Lease in good order, repair, and in a safe, clean and tenantable condition.
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6. ASSIGNMENT AND SUB-LETTING. Lessee shall not assign this Agreement,
or sub-let or grant any license to use the Premises.
7. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations to
the buildings or improvements on the Premises or construct any building or make
any other improvements on the Premises without the prior written consent of
Lessor.
8. HAZARDOUS MATERIALS. Lessee shall not keep on the Premises any item
of a dangerous, flammable or explosive character that might unreasonably
increase the danger of fire or explosion on the Premises or that might be
considered hazardous or extra hazardous by any responsible insurance company.
9. UTILITIES. Lessee shall be responsible for arranging for and paying
for all utility services required on the Premises.
10. MAINTENANCE AND REPAIR; RULES. Lessee will, at its sole expense,
keep and maintain the Premises and appurtenances in good and sanitary condition
and repair during the term of this Agreement and any renewal thereof. Without
limiting the generality of the foregoing, Lessee shall
(a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs
and/or halls, which shall be used for the purposes of ingress and egress only;
(b) Keep all windows, glass, window coverings, doors, locks and
hardware in good, clean order and repair,
(c) Not obstruct or cover the windows or doors;
(d) Not leave windows or doors in an open position during any inclement
weather;
(e) Not hang any laundry, clothing, sheets, etc. from any window, rail,
porch or balcony nor air or dry any of same within any yard area or space;
(f) Not cause or permit any locks or hooks to be placed upon any door
or window without the prior written consent of Lessor;
(g) Keep all air conditioning filters clean and free from dirt;
(h) Keep all lavatories, sinks, toilets, and all other water and
plumbing apparatus in good order and repair and shall use same only for the
purposes for which they were constructed. Lessee shall not allow any sweepings,
rubbish, sand, rags, ashes or other substances to be thrown or deposited
therein. Any damage to any such apparatus and the cost of clearing stopped
plumbing resulting from misuse shall be borne by Lessee;
(i) And Lessee's employees and guests shall at all times maintain order
in the Premises and at all places on the Premises, and shall not make or permit
any loud or improper noises, or otherwise disturb other residents;
(j) Keep all radios, television sets, stereos, phonographs, etc.,
turned down to a level of sound that does not annoy or interfere with other
residents;
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(k) Deposit all trash, garbage, rubbish or refuse in the locations
provided therefore and shall not allow any trash, garbage, rubbish or refuse to
be deposited or permitted to stand on the exterior of any building or within the
common elements;
11. DAMAGE TO PREMISES. In the event the Premises are destroyed or
rendered wholly untenantable by fire, storm, earthquake, or other casualty not
caused by the negligence of Lessee, this Agreement shall terminate from such
time except for the purpose of enforcing rights that may have then accrued
hereunder. The rental provided for herein shall then be accounted for by and
between Lessor and Lessee up to the time of such injury or destruction of the
Premises, Lessee paying rentals up to such date and Lessor refunding rentals
collected beyond such date. Should a portion of the Premises thereby be rendered
untenantable, the Lessor shall have the option of either repairing such injured
or damaged portion or terminating this Lease. In the event that Lessor exercises
its right to repair such untenantable portion, the rental shall xxxxx in the
proportion that the injured parts bears to the whole Premises, and such part so
injured shall be restored by Lessor as speedily as practicable, after which the
full rent shall recommence and the Agreement continue according to its terms.
12. INSPECTION OF PREMISES. Lessor and Lessor's agents shall have the
right at all reasonable times during the term of this Agreement and any renewal
thereof to enter the Premises for the purpose of inspecting the Premises and all
buildings and improvements thereon. And for the purposes of making any repairs,
additions or alterations as may be deemed appropriate by Lessor for the
preservation of the Premises or the building. Lessor and its agents shall
further have the right to exhibit the Premises and to display the usual "for
sale", "for rent" or "vacancy" signs on the Premises at any time within
forty-five (45) days before the expiration of this Lease. The right of entry
shall likewise exist for the purpose of removing placards, signs, fixtures,
alterations or additions, but do not conform to this Agreement or to any
restrictions, rules or regulations affecting the Premises.
13. SUBORDINATION OF LEASE. This Agreement and Lessee's interest
hereunder are and shall be subordinate, junior and inferior to any and all
mortgages, liens or encumbrances now or hereafter placed on the Premises by
Lessor, all advances made under any such mortgages, liens or encumbrances
(including, but not limited to, future advances), the interest payable on such
mortgages, liens or encumbrances and any and all renewals, extensions or
modifications of such mortgages, liens or encumbrances.
14. LESSEE'S HOLD OVER. If Lessee remains in possession of the Premises
with the consent of Lessor after the natural expiration of this Agreement, a new
tenancy from month-to-month shall be created between Lessor and Lessee which
shall be subject to all of the terms and conditions hereof except that rent
shall then be due and owing at One Thousand Two Hundred and Fifty Dollars
($1,250.00) per month and except that such tenancy shall be terminable upon
thirty (30) days written notice served by either party.
15. SURRENDER OF PREMISES. Upon the expiration of the term hereof,
Lessee shall surrender the Premises in as good a state and condition as they
were at the commencement of this Agreement, reasonable use and wear and tear
thereof and damages by the elements excepted.
16. ANIMALS. Lessee shall be entitled to keep no animals or pets.
17. QUIET ENJOYMENT. Lessee, upon payment of all of the sums referred
to herein as being payable by Lessee and Lessee's performance of all Lessee's
agreements contained herein and Lessee's observance of all rules and
regulations, shall and may peacefully and quietly have, hold and enjoy said
Premises for the term hereof.
18. INDEMNIFICATION. Lessor shall not be liable for any damage or
injury of or to the Lessee, Lessee guests, invitees, agents or employees or to
any person entering the Premises or the building of which
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the Premises are a part or to goods or equipment, or in the structure or
equipment of the structure of which the Premises are a part, and Lessee hereby
agrees to indemnify, defend and hold Lessor harmless from any and all claims or
assertions of every kind and nature.
19. DEFAULT. If Lessee fails to comply with any of the material
provisions of this Agreement, other than the covenant to pay rent, or of any
present rules and regulations or any that may be hereafter prescribed by Lessor,
or materially fails to comply with any duties imposed on Lessee by statute,
within seven (7) days after delivery of written notice by Lessor specifying the
non-compliance and indicating the intention of Lessor to terminate the Lease by
reason thereof, Lessor may terminate this Agreement.
If Lessee fails to pay rent when due and the default continues for
seven (7) days thereafter, Lessor may, at Lessor's option, declare the entire
balance of rent payable hereunder to be immediately due and payable and may
exercise any and all rights and remedies available to Lessor at law or in equity
or may immediately terminate this Agreement.
20. LATE CHARGE. In the event that any payment required to be paid by
Lessee hereunder is not made within three (3) days of when due, Lessee shall pay
to Lessor, in addition to such payment or other charges due hereunder, a "late
fee" in the amount of One Hundred Dollars ($100.00).
21. ABANDONMENT. If at any time during the term of this Agreement
Lessee abandons the Premises or any part thereof, Lessor may, at Lessor's
option, obtain possession of the Premises in the manner provided by law, and
without becoming liable to Lessee for damages or for any payment of any kind
whatever. Lessor may, at Lessor's discretion, as agent for Lessee, relet the
Premises, or any part thereof, for the whole or any part thereof, for the whole
or any part of the then unexpired term, and may receive and collect all rent
payable by virtue of such reletting, and, at Lessor's option, hold Lessee liable
for any difference between the rent that would have been payable under this
Agreement during the balance of the unexpired term, if this Agreement had
continued in force, and the net rent for such period realized by Lessor by means
of such reletting. If Lessor's right of reentry is exercised following
abandonment of the Premises by Lessee, then Lessor shall consider any personal
property belonging to Lessee and left on the Premises to also have been
abandoned, in which case Lessor may dispose of all such personal property in any
manner Lessor shall deem proper and Lessor is hereby relieved of all liability
for doing so.
22. ATTORNEYS' FEES. Should it become necessary for Lessor to employ an
attorney to enforce any of the conditions or covenants hereof, including the
collection of rentals or gaining possession of the Premises, Lessee agrees to
pay all expenses so incurred, including a reasonable attorneys' fee.
23. RECORDING OF AGREEMENT. Lessee shall not record this Agreement on
the Public Records of any public office. In the event that Lessee shall record
this Agreement, this Agreement shall, at Lessor's option, terminate immediately
and Lessor shall be entitled to all rights and remedies that it has at law or in
equity.
24. GOVERNING LAW. This Agreement shall be governed, construed and
interpreted by, through and under the Laws of the Commonwealth of Virginia.
25. SEVERABILITY. If any provision of this Agreement or the application
thereof shall, for any reason and to any extent, be invalid or unenforceable,
neither the remainder of this Agreement nor the application of the provision to
other persons, entities or circumstances shall be affected thereby, but instead
shall be enforced to the maximum extent permitted by law.
26. BINDING EFFECT. The covenants, obligations and conditions herein
contained shall be binding on and inure to the benefit of the heirs, legal
representatives, and assigns of the parties hereto.
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27. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for
convenience of reference only and they are not intended to have any effect
whatsoever in determining the rights or obligations of the Lessor or Lessee.
28. CONSTRUCTION. The pronouns used herein shall include, where
appropriate, either gender or both, singular and plural.
29. NON-WAIVER. No indulgence, waiver, election or non-election by
Lessor under this Agreement shall affect Lessee's duties and liabilities
hereunder.
30. MODIFICATION. The parties hereby agree that this document contains
the entire agreement between the parties and this Agreement shall not be
modified, changed, altered or amended in any way except through a written
amendment signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties have caused these presents to be duly
executed:
"Lessor"
/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
As to Lessee effective as at the 1st Day of June 2003.
"Lessee"
/s/ Xxxxxx X. Xxxxxxxx
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Syndicated Food Service International, Inc.
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