EXHIBIT (10)(11) Real Property Lease Agreement for 00000 Xxxxx Xxxx
COMMERCIAL PROPERTY LEASE
Xxxxx X. Xxxxx of X.X. Xxx, Xxxxxx Xxxxx, Xxxxxxxx, 00000, the lessor,
and MARKETING WORLD WIDE, LLC, of 0000 Xxxxxxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxx,
00000, the lessee, enter into this lease subject to the following conditions:
1.) PREMISES. The lessor leases to the lessee the property located at SUITE A of
BUILDING 1, part of industrial park at 00000 Xxxxx Xxxx, Xxxxxxxx Xxxx,
Xxxxxxxx, consisting of approximately Seven Hundred Fifty (750) square feet of
office space and Three Thousand Eight Hundred (3,800) square feet of commercial
/industrial space, together with five parking spaces in the closest proximity
of the premises located between buildings 1&2 of the industrial park.
2.) TERM. The term of the lease shall be 19 months commencing on DECEMBER 1,
2002 and continuing until JUNE 30, 2004.
3.) RENT.
A.) BASE RENT. The lessee shall pay the lessor the sum of FORTY THREE
THOUSAND TWO HUNDRED dollars as base rent for the premises, to be paid in equal
monthly installments of ($2400.00) TWO THOUSAND FOUR HUNDRED dollars, starting
on the commencement date. Monthly installments of rent shall be due and payable
in advance on the first day of each calendar month. Rent shall be paid to the
lessor at the address as shown above or any other place designated in writing by
the lessor. The first month's rent shall be paid on the date of the signing of
this lease.
B.) ADDITIONAL RENT. The lessee shall be responsible for the payments
of all utility services for the premises, including water, sewer, gas and
electricity, heat, telephone and other services of any kind delivered to the
premises. The lessee shall pay for all other services contracted by the lessee
as soon as an invoice is presented so that no past due accounts arise. In
addition, any fees, costs, or expenses incurred by the lessor for enforcing the
lessee's obligation under this lease, including reasonable attorney fees, shall
be additional rent owing under the lease and shall be immediately due and
payable by the lessee.
C.) LATE FEE. In the event that the lessee fails to pay any amount of
the rent due within ten (10) days of the due date, the lessor shall assess the
lessee a late fee of $200.00 dollars which is the lessee shall pay together with
the past due rent prior to any other amount of rent becoming due.
4. SECURITY DEPOSIT. The lessee shall pay to the lessor a security deposit of
$2400.00 on the signing of this lease. The lessee may comingle it with other
funds and use it as the lessor determines. No interest shall be paid on the
security deposit during the term of the lease. At the end of the lease term, or
the last renewal term, the security deposit shall be returned to the lessee
unless the lessee has defaulted under the lease. If the lessee defaults under
this lease, the security deposit may be used to pay any costs, or damages,
direct or contingent.
5. SIGNS. All signs placed on the premises shall be in keeping with the
character and decor of the premises and no signs shall be placed on the premises
except with the written approval of the lessor, which approval will not be
unreasonably withheld.
6. ACCEPTANCE OF OCCUPANCY. The lessee shall commence occupancy of the premises
on the commencement date and begin paying rent as required by the lease. The
lessee acknowledges that the premises are in a state of repair that is
acceptable for the lessee's intended use of the premises. The lessee accepts the
premises as they are.
7. VACATION OF THE PREMISES. The lessee shall not vacate or abandon the premises
during the term of this lease. If the lessee does abandon or vacate the premises
or is dispossessed by process of law or otherwise, any of the lessees personal
property that is left on the premises shall be deemed abandoned by the lessee,
at the option of the lessor.
8. USE. The premises are to be used and occupied by the lessee for general
office, general warehouse and general storage and for no other purpose without
written consent of the lessor. The premises shall not be occupied or used by
more persons than permitted by applicable fire and / or safety statutes,
ordinances, rules and / or regulations. No activity shall be conducted on the
premises that does not comply with all state and local laws. No material or
waste which is designated as hazardous material or hazardous waste by any local,
state or federal agency or entity of any kind shall be permitted, used, created
or deposited on the premises. Nothing contained in this provision shall be
interpreted to prevent the use of normal household type maintenance and or
cleaning products on the premises.
9. REPAIRS AND MAINTENANCE. The lessee shall be responsible for all maintenance
and repairs of the premises. The lessee must repair and maintain the premises
at the lessee's expense. The
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premises shall be kept in good and safe condition, including any plate
glass windows, the electrical wiring, the plumbing, any other system or
equipment on the premises, structural members of all buildings, and
other improvements on the premises. Lessor shall be responsible for
all maintenance and repair of the outer walls, the roof, the
foundation, any items covered by warranty and the common areas of the
industrial park including the parking lots, driveways, septic system
and well. Nothing contained in this provision shall be interpreted to
require the lessor or lessee to be responsible for any expense which
is covered by any warranty.
10. SURRENDER OF THE PREMISES. The lessee shall surrender the premises to
the lessor when this lease expires, broom clean and in the same
condition as on the commencement date, except for normal wear and tear.
11. ENTRY AND INSPECTION. The lessee shall permit the lessor or the
lessor's agents to enter the premises at reasonable times and with
reasonable notice, to inspect and repair the premises. During the 90
days before the lease expires, the lessee shall permit the lessor to
place standard "For Lease" signs on the premises and permit persons
desiring to lease the premises to inspect the premises.
12. TAXES AND ASSESSMENTS. The lessee shall pay all personal property taxes
and assessments levied against the premises during the term of this
lease. All taxes levied on personal property owned or leased by the
lessee are the sale responsibility of the lessee. They lessor shall pay
all real estate taxes and assessments levied against the premises
during the term of this lease and the same shall be his sole
responsibility (except those resulting from alteration by the lessee
not approved in advance by the lessor, in which case the lessee shall
reimburse the lessor for the cost of any additional taxes or
assessments resulting from such alteration).
13. ALTERATIONS. The lessee may not cause any change to the premises,
either structural or cosmetic beyond those specifically described
herein, without the written approval of the lessor. In any event, any
such work shall be performed by licensed contractors where licensing
for such work is available through the State of Michigan and all such
work shall be done without injury to any structural portion of the
building. Subject to Paragraph 15 of this lease, any improvements
constructed on the premises shall become the property of the lessor
when this lease terminates. The lessor shall have total discretion on
his approval of proposed alterations; however, such approval shall not
be unreasonably withheld.
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14. ASSIGNMENT AND SUBLETTING. The lessee may not assign, sublet, or
otherwise transfer or convey its interest or any portion of its
interest in the premises without written consent from the lessor. The
lessor shall have total discretion on its approval of proposed
assignments or subleases; however, such consent shall not be
unreasonably withheld. No such assignment, sublease or other transfer
or conveyance shall, however, release lessee from, any liability
hereunder without lessor's written consent.
15. TRADE FIXTURES. All trade fixtures and movable equipment installed by
the lessee in connection with the business it conducts on the premises
shall remain the property of the lessee and shall be removed when this
lease expires. The lessee shall repair any damage caused by the removal
of such fixtures, and the premises shall be restored to the original
condition, ordinary wear and tear excepted.
16. INSURANCE. The lessor shall insure the premises, including all
buildings and improvements (except those resulting from alteration by
the lessee not approved in advance by the lessor, in which case the
lessee shall reimburse the lessor for the cost of any additional
insurance premium required as a result of such alteration), for the
replacement cost of the buildings and improvements, against loss or
damage under a policy or policies of fire and extended coverage
insurance, including additional perils. The lessee shall obtain and
maintain in full force general liability and property damage insurance
with coverage of not less than One Million Dollars ($1,000,000.00) for
injury or death to any one person, One Million Dollars ($1,000,000.00)
for injury or death to more than one person, and One Million Dollars
($1,000,000.00) for property damage, covering all claims for injuries
to persons occurring on or around the premises. The lessor must approve
the amount and the issuing company of the insurance. The lessee shall
give the lessor customary insurance certifications evidencing that the
insurance is in effect during the term of the lease. All policies must
also provide for notice by the insurance company to the lessor of any
termination or cancellation of a policy at least 30 days in advance.
The lessee's policies shall name the lessor as an additional, insured.
The lessor's policies shall name the lessee as an additional insured.
17. THE LESSEE'S LIABILITY. All the lessee's personal property, including
trade fixtures, on the premises shall be kept at the lessee's sale
risk, and the lessor shall not be responsible for any loss of business
or other loss or damage that is occasioned by the acts or omissions of
third persons occupying adjoining premises or any part of the premises
adjacent to or connected with the premises.
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18. DESTRUCTION OF THE PREMISES. If the premises are partially damaged or
destroyed through no fault of the lessee, the lessor shall, at its own
expense, promptly repair and restore the premises. If the premises are
partially damaged, rent shall not xxxxx in whole or in part during the
period of restoration if any portion of the premises is utilized by the
lessee for any purpose. If the premises are totally destroyed through
no fault of the lessee or if, in the opinion of either the lessor or
the lessee, the premises cannot be repaired and restored within 180
days, either party may terminate this lease effective the date of the
destruction by giving the other party written notice of termination
within 10 days after the destruction. If such a notice is given within
that period, this lease shall terminate and rent shall be adjusted
between the parties to the date of the surrender of possession. If the
notice is not given within the required period, this lease shall
continue, without abatement of rent, and the lessor shall repair the
premises.
19. MUTUAL RELEASES. The lessor and the lessee, and all parties claiming
under them, release each other from all claims and liabilities arising
from or caused by any hazards covered by insurance on the leased
premises or covered by insurance in connection with property or
activities on the premises, regardless of the cause of the damage or
loss.
20. CONDEMNATION. If any part of the premises is taken for any public or
quasi-public purpose pursuant to any power of eminent domain, or by
private sale in lieu of eminent domain, either the lessor or the lessee
may terminate this lease, effective on the date the public authority
takes possession. All damages for the condemnation of the premises, or
damages awarded because of the taking, shall be payable to and the sole
property of the lessor,
21. INDEMNITY. The lessee agrees to indemnify and defend the lessor for any
liability, loss, damage, cost, or expense (including attorney fees)
based on any claim, demand, suit, or action by any party with respect
to any personal injury (including death) or property damages, from any
cause, with respect to the lessee or the premises, except for liability
resulting from the intentional acts or gross negligence of the lessor
or its employees, agents, invitees, or business visitors.
22. DEFAULT AND RE-ENTRY. If the lessee fails to pay rent when due or fails
to perform any other obligations under this agreement within 10 days
after receiving written notice of the default
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from the lessor; if the lessee makes any assignment for the benefit of
creditors or a receiver is appointed for the lessee or its property; or
if any proceedings are instituted by or against the lessee for
bankruptcy (including reorganization) or under any insolvency laws, the
lessor may terminate this lease, re-enter the premises, and seek to
relet the premises on whatever terms the lessor deems advisable.
Notwithstanding re-entry by the lessor, the lessee shall continue to be
liable to the lessor for rent owed under this lease and for any rent
deficiency that results from reletting the premises during the term of
this lease. Notwithstanding any reletting without termination, the
lessor may at any time elect to terminate this lease for any default
by the lessee by giving the lessee written notice of the termination.
In addition to the lessor's other rights and remedies as stated in this
lease, and without Waiving any of those rights, if the lessor deems
necessary any repairs that the lessee is required to make or if the
lessee defaults in the performance of any of its obligations under this
lease, the lessor may make repairs or cure defaults and shall not be
responsible to the lessee for any loss or damage that is caused by that
action. The lessee shall immediately pay to the lessor, on remand, the
lessor's costs for curing any defaults, as additional rent under this
lease.
23. SUBORDINATION. This lease and the lessee's rights under it shad at all
times be subordinate to the lien of any mortgage the lessor places on
the premises or to any collateral assignment the lessor makes of this
lease or of rent under this lease. However, as long as the lessee is
not in default under this lease, the foreclosure of a mortgage given
by the lessor shall not affect the lessee's rights under this lease. At
the request of any lienholder, the lessee shall provide the lessor with
a customary tenant's estoppel letter regarding the status of this
lease. If the lessor defaults on the payment of its mortgage on the
premises, the lessee may make the monthly payment owed under the
mortgage note and deduct that amount from the rent owed under this
lease.
24. NOTICES. Any notices required under this lease shall be in writing and
sent by registered or certified mail, return receipt requested, to the
addresses of the parties stated in this lease or to such other
addresses as the parties substitute by written notice. Notices shall be
effective on the third business day after being sent by registered or
certified mail as required by this provision.
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25. THE LESSEE'S POSSESSION AND ENJOYMENT. As long as the lessee pays the
rent as specified in this lease and performs all its obligations under
this lease, the lessee may peacefully and quietly hold and enjoy the
premises for the term of this lease.
26. HOLDING OVER. If the lessee does not vacate the premises at the end of
the term of this lease or any renewal term, the holding over shall
constitute a month-to-month tenancy at a monthly rental rate of. One
Hundred Fifty percent (150%) of the effective monthly rental rate at
the time of the end of the term or renewal term.
27. RENEWAL. At the lessee's option, this lease may be renewed for an
additional term of one (1) year, commencing on the date of its
scheduled expiration, upon ninety (90) days written notice from the
lessee to the lessor and in the case of such renewal the base rent, set
forth in paragraph 3 of this lease, shall be increased by Ten percent
(10%).
28. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties with respect to its subject matter. This agreement may not be
modified except by a written document signed by the parties.
29. WAIVER. The failure of the lessor to enforce any condition of this
lease shall not be a waiver of its right to enforce every condition of
this lease. No provision of this lease shall be deemed to have been
waived unless the waiver is in writing.
30. BINDING EFFECT. This agreement shall bind and benefit the parties and
their successors and permitted assigns.
31. TIME IS THE ESSENCE. Time is the essence in the performance of this
lease.
31. APPLICABLE LAW. This lease shall be interpreted and enforced pursuant
to the laws of the State of Michigan and any action commenced with
respect to this lease shall be filed in the district court or the
circuit court for the County of Xxxxxxxxxx, State of Michigan.
32. EFFECTIVE DATE. This lease shall become effective on the date on which
it has been signed and dated by the last of the two parties. The
effective date does not change the term commencement date in paragraph 2
above.
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Lessee Lessor
Marketing Worldwide, LLC
/S/ XXXXXXX WINZKOWSKI /S/ XXXXX XXXXX
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Xxxxxxx Winzkowski, Managing Member/Owner Xxxxx Xxxxx
DATED: 02/21/03 DATED: 03-03-03
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