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EXHIBIT 10
ASF REALTY & INVESTMENTS, INC.
3135 5. Xxxxxxxxxx Xxxx, Xxx. 000
Xxx Xxxxx, Xxxxxx 00000
(000) 000-0000
Fax (000) 000-0000
LEASE AGREEMENT
This indenture of Lease, entered into this 8th day June 1999 , in the County
of Xxxxx, State of Nevada, by and between Royal Associates, hereinafter called
Lessor and Norden Associates, Inc. hereinafter called Lessee.
Witnesseth:
In consideration of the conditions, covenants and rentals hereinafter contained,
the Lessor hereby leases unto the Lessee the premises at:
0000 X. Xxxxxx Xxx, Xxx Xxxxx, XX 00000
Approx. 2,700 sq ft
To have and to hold as Lessee for a period of Five (5) years, commencing the 1st
day of June, 1999 and ending at midnight on the 3lst day of May. 2004.
The Lessee promises and agrees to pay to Lessor as rental for the said
premises the sum of One Thousand Six Hundred and 00/xx Dollars, ($1,600.00/xx)
per month, payable in advance on the 1ST day of each and every calendar month
during the term hereof, in lawful money of the United States, to Lessor or
his/her agent at 0000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, or
such place as Lessor may direct, the first installment of rent being due and
payable upon execution hereof. Rental includes CAM charges.
As further consideration for this lease, the Lessor and Lessee do hereby
mutually covenant and agree upon the following terms, conditions and covenants
as follows:
1. The Lessor shall pay for the following utilities:
water, sewer
The Lessee shall pay for the following utilities:
electric, trash and all others required by Lessee.
The Lessee will maintain cooling and heating facilities.
2. Lessee shall not alter, partition or modify said premises without specific
consent of the Lessor obtained in writing after submission of plans for such
alteration, partitions or modification of said premises.
3. Lessee will not conduct any unlawful business nor permit any unlawful acts on
said premises, nor will said Lessee carry on any business herein which will
cause insurance rates to be increased or specially assessed on account of said
business, and Lessee does hereby agree to assume any special premium for
insurance required by said business.
4. Lessee will not transfer, assign, sublet, pledge, mortgage, encumber this
lease, or otherwise cause or permit said premises or any part thereof, to be
used by anyone other than Lessee, save and except for agreements and subleases,
substantially in the form attached hereto as Exhibit A, without first obtaining
approval of any assignment of same or sublease thereof, which approval shall not
be unreasonably withheld. A consent to one or more assigned sublease,
occupational transfer, or other use, shall not be a waiver of this provision.
5. Lessee agrees to pay all taxes and assessments, special or otherwise, and
public charges of every kind and nature, except property taxes, that shall or
may be taxed against the said premises during the term thereof as only relates
to specifically to business.
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6. In addition to the monthly rental, Lessee shall pay, during the term of this
lease, all expenses of every kind and description whatsoever payable in
connection with the Lessee's occupancy of the based premises and all personal
property taxes levied upon personal property furniture and fixtures. Lessee
shall make any and all monthly sign payments. Freestanding sign on Desert Inn
Road is available for a monthly fee subject to space availability on sign.
7. Glass Damage - Lessee shall be responsible for all plate glass in the
premises and shall at all times during the term hereof, keep in force, at
Lessee's own expense, plate glass insurance in companies reasonably acceptable
to the Lessor and naming as insured, both Lessor and Lessee.
8. Lessee has inspected the premises, knows the conditions of same, is satisfied
with the physical condition thereof and agrees to return the same to Lessor at
the end of this lease in the same condition, reasonable wear and tear excepted,
and Lessee's taking possession of said premises shall be conclusive of its
receipt thereof in good and satisfactory order and repair.
9. This lease is made upon the express condition that the Lessor is to be held
free by Lessee from all liability claims damage or expense by reason of any
injury to any person or persons or property of any kind whatsoever, while in or
upon the said demised premises during the occupancy thereof by said Lessee,
including injuries to person or property by reason of ice and snow, or either or
both, and Lessee hereby covenants and agrees to indemnify and hold harmless the
Lessor from all such liabilities on account of or by reason of any such injuries
or damage growing out of the use of the premises by said Lessee or employees,
invites, guests, Lessee agrees it will, at all times during the term of this
lease or extension thereof, obtain and keep in full force and effect, a good and
sufficient policy of public liability insurance, premiums thereof to be paid by
Lessee, limits of $1,000,000.00. Lessee shall provide a copy of said policy to
Lessor which shall include a provision that said policy will not be canceled
without giving Lessor 10 days written notice.
10. All personal property in the leased premises shall be at the risk of the
Lessee only, and the Lessor shall not be or become liable for any damage to said
personal property, to said premises, or to said Lessee, or to any other persons
or property caused by fire, flood, water leakage, odors, excessive heat, or
extreme cold, or for an damage whatsoever including done or occasioned by or
from any heating or cooling system or equipment or appurtenances, or for any
damage occasioned by water coming through the roof, or for any damage arising
from any act or neglect of other tenants, occupants, or employees of the
building in which the leased premises are situated or arising by reason of the
use of or any defect in the said building or any of the fixtures, equipment, or
appurtenances therein, or by the act or neglect of any other person, or caused
in any other manner whatsoever.
11. Lessee will, at all times, indemnify and hold the Lessor harmless from any
and all costs, expenses, liabilities and/or loss on account of labor, materials,
or supplies furnished to or at the instance or request of said Lessee, and will,
cause any such lien or liens which may have been filed to be released and
discharged within 10 days after the said lien is filed. Nothing herein contained
shall prevent said Lessee from contesting at its own cost and expense, by
litigation and otherwise, any such lien that may be so filed or recorded
provided Lessor is adequately indemnified. Lessee shall post any and all notices
of non-responsibility which Lessors may furnish and request to be posted upon
the demised premises.
12. At the expiration or sooner termination of this lease, any and all
improvements placed in or on said premises by Lessee shall be left therein and
become a part of said building, provided, however, that this clause is not
intended and does not include articles of furnishings and personal property
placed in said premises by said Lessee during the term hereof, or such other
fixtures which are trade fixtures and are removable without damage to the
premises prior to the expiration or term of the lease.
13. This lease, and the Lessee's right hereunder, shall not become an asset in
bankruptcy in the event of bankruptcy of Lessee, and any assignment of the
Lessee for the benefit of creditors, in the event either situation occurs, the
Lessor may, at his/her option declare this lease in default, and at the option
of Lessor the Lessee's rights may be terminated by giving five (5) days notice,
at the termination of which, if the Lessee has not purged him/herself of
default, all rights shall cease and determine and be at an end.
14. Notwithstanding any other provision in this lease to be contrary, the
minimum rent, as provided herein, shall be adjusted upward (but not downward) at
the beginning of each of the lease years a MINIMUM OF FOUR PERCENT (4%) PER
ANNUM, beginning JUNE
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1, 2000, based upon and in direct proportion to any increase in the Consumer
Price Index(all items) established by the United States Department of Labor,
Bureau of Labor Statistics( 1982-84=100) CPI-U, or any similar successor index
established by any other agency of the United States Government, for the City or
County in which the premises are located. For the purposes of this lease, it is
agreed that the present Consumer Price Index shall be deemed to be the rate of
the preceding month of the date of this lease with the CPI-U capped at 5% per
annum.
15. Upon execution of this lease the Lessee shall pay to the Lessor a security
deposit in the sum of $1,600.00/xx to be held by the Lessor without interest.
Said deposit shall be returned to the Lessee upon the expiration of this lease
on the condition that each and every term, covenant and condition has been fully
performed by the Lessee and the premises left in good and habitable condition
subject to the provisions of paragraph 8.
16. In the event Lessee shall default in any term, covenant or condition of this
lease or extension hereof, the Lessor shall have the authority to remove and
place in storage any personal property which Lessee may have upon said premises.
Said Lessee shall and pay reasonable charges for storage thereof
17. At all times during the term of this lease or any extension thereof, the
Lessor, his/her agents or representatives, shall have the right to enter the
premises at all reasonable times for the purpose of inspecting or exhibiting
said premises, or to make such repairs, additions or alterations as Lessor may
see fit to make, for the safety, improvement or preservation thereof, or the
building of which said premises are a part, or for any other reasonable purpose.
18. It is agreed that in the event the said premises or any part thereof shall,
at any time, be destroyed or damaged by fire or other unavoidable casualty, so
that the same is unfit for occupation or use, then the rent hereby reserved, or
a fair and just portion thereof, according to the nature and extent of the
damage sustained in loss of occupation of the premises, shall be suspended,
cease to be payable, and so continue until said premises shall be rebuilt or
made fit for occupation and use; or if such damage to the said demised premises
or the building, in which the demised premises are situated is to the extent of
50 percent or more then this lease may be terminated at the election of the
Lessor, notice of which election, if exercised, shall be given in writing within
twenty-five(25) days from date of casualty, provided also that in case the
building containing said premises is totally destroyed or work to put the
premises in rentable condition is not commenced within one month from the time
of said damage, and continued thereafter with reasonable diligence, then this
lease may be terminated at the election of the Lessee or Lessor, notice of which
election, if exercised, must be given in writing within thirty-five (35) days
from date of casualty.
19. Lessee shall not allow or permit signs to be placed upon the exterior of the
premises, without the written consent of Lessor which will not be unreasonably
withheld.
20. The failure of the Lessor to terminate this lease upon default by Lessee
shall not be deemed a waiver by Lessor of subsequent default or breach.
21. If Lessee fails to pay any rent or other money required hereby after the
same is due and does not pay such rent or other money within five(5) days after
written notice to Lessee thereof by Lessor, or if Lessee, or any of those
claiming under Lessee, violates or fails to perform any other provision hereof,
and such payment is not cured within five (5) days, and such violation or
failure is not cured within ten (10) days after written notice to Lessee thereof
by Lessor, then Lessor may immediately or at any time thereafter, while such
condition continues, at Lessor's option, re-enter and recover possession of the
leased premises from all persons and expel and remove them, without being liable
for damages to Lessee and those claiming under Lessee, and all their effects,
and Lessor, at Lessor's option without further notice, may either terminate this
lease or, as agent of Lessee, relet or otherwise dispose of the premises, or any
part thereof to others, in such manner and on such terms as Lessor deems best,
and Lessee shall be liable to Lessor monthly for any deficiency Lessor may
suffer. Lessee shall be, and remain, obligated to pay Lessor any damage or loss
of rents which Lessor may then or thereafter suffer to the full end of the
original term. Any default in the payment of money due hereunder shall bear
interest at twelve (12%) per cent per annum.
22. In the event the Lessee at the expiration or termination of this lease or
any extension thereof remains in possession of said premises, said occupancy
shall be deemed a tenancy from month to month.
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23. No surrender of the premises or of the remainder of the term herein shall be
binding upon the Lessor unless accepted by the Lessor in writing. Without
limiting the scope or effect of the last preceding sentence, it is agreed that
the receipt or acceptance of the keys to the premises by the Lessor or entry
after default, shall not constitute an acceptance of a surrender of said
premises.
24. In the event, Lessor refers any dispute arising hereunder to an attorney,
then and in that event Lessor shall be allowed reasonable attorney's fees to be
paid by the Lessee. In the event legal proceedings are instituted herein and
hereunder, the prevailing party will be entitled to recover reasonable
attorney's fees, as affixed by the Court.
25. The covenants and agreements contained in the within lease hereafter and
herein before set forth, shall apply to, inure to the benefit of, and be binding
upon, the parties hereto, and upon their respective heirs, successors,
executors, administrators and legal representative, except as expressly
otherwise herein before provided or prohibited.
26. Lessee agrees not to use the demised premises for any purpose or in any way
that would be, in the discretion of the Lessor, obnoxious, incompatible,
offensive or uncomplimentary to the property or other tenants thereof. Lessee's
subject use shall be: Beauty Salon
27. If Lessee is not in default Lessee is hereby granted an option to extend
this lease for a period of One (1) - Five (5) year(s), on the terms and
conditions contained herein, with year six (6) being the year five (5) rental
rate plus ten percent (10%); year's seven to ten (7-10) rental rate shall be as
set forth in paragraph 14. Any such option shall be exercised by the Lessee
giving notice to the Lessor in writing not less than ninety (90) days prior to
the expiration of this lease.
28. Any and all signs, etc. installed on windows and doors on the front of the
building will conform to the precise specifications of the Lessor. Lessor to
permit neon tubing lights around window and name of business.
29. In the event rent is paid five(5) work days or longer after due date, then
Lessee agrees to pay an additional sum of money equivalent to 10% of the rent as
late charges. This provision is in addition to any other remedies available to
the Lessor contained within this lease and any remedy provided by law. A
returned check is subject to ten(10%) per cent or a minimum of $25.00 service
charge and at Lessor's option rent may be required to be paid by Money Order or
Cashiers Check thereafter.
30. All notices required hereunder shall be mailed, postage prepaid and
certified to:
LESSOR: Royal Associates, 0000 Xxxxxxxxxx Xxxx. Xxxxx 000. XX. XX 00000
LESSEE: Norden Associates. Inc., 0000 X. Xxxxxx Xxx. Xxx Xxxxx. XX 00000
with copy to: Xxxxxxx Xxxxx, Chartered. 000 X. 0xx Xxxxxx. Xxx. 000, XX, XX
00000
31. In the event alterations or improvements are made to the space leased by
Lessee, Lessee will be required to obtain a bond or furnish Lessor with a
security deposit sufficient to restore premises to their original condition.
IN WITNESS WHEREOF: the parties hereto have hereunto set their hands the day and
year first above written.
BY BY
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Lessor/or Agent Lessee
BY
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Lessee
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EXHIBIT B
This Guaranty of Lease ("Guaranty") is made as of the 8th day of June, 1999,
Xxxxx Xxxxxx ("Guarantor") in favor of Royal Associates ("Landlord"), with
respect to that certain lease (3779 E. Desert Inn Rd., LV, NV 89121) agreement
dated the 1st day of June, 1999, a copy of which is attached hereto and
incorporated herein by reference as Exhibit "A" (collectively, the "Lease") by
and between Landlord and Norden Associates, Inc. ("Tenant").
WITNESSETH
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Guarantor agrees as follow:
1. The Guarantor directly, independently, unconditionally and
continually guarantees to the Landlord and its successors and assigns, the full
and punctual payment, performance and observance by the Tenant of all terms,
covenants and conditions contained in the Lease on Tenant's part to be
performed. If at any time, default shall be made by Tenant in the performance of
any of the terms, covenants or conditions contained in the Lease on the Tenant's
part to be performed, the Guarantor will pay, perform the same, as the case may
be, in the place of the Tenant.
2. The liability of the Guarantor hereunder shall in no way be affected
by: (a) the release or discharge of the Tenant in any receivership, bankruptcy
or other proceedings; (b) the impairment, limitation or modification of the
Tenant's liability under the Lease resulting from the operation of any present
or future provision of the bankruptcy laws or other statute or from the decision
in any court; (c) the rejection of disaverments of the Lease in any such
proceedings; (d) the assignment or transfer of the Lease by Tenant (e) any
disability or other defense of the Tenant; (f) the cessation from any cause
whatsoever of the liability of the Tenant; or (g) the impairment or release of
any collateral securing the full performance of Tenant's obligations.
3. This Guaranty shall apply to the Lease, any extension or renewal
thereof and to any holdover term thereby granted or any extension or renewal
thereof.
4. This instrument may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing signed
by the Guarantor and the Landlord.
5. Guarantor shall pay all costs incurred including reasonable
attorneys' fees in the event collection or enforcement efforts are commenced
against Guarantor by the placement of this Guaranty into the hands of an
attorney, such costs and reasonable attorneys' fees to be paid irrespective of
whether or not action or actions are commenced or continued to judgment.
6. No delay on Landlord's part in exercising any right, power or
privilege under this Guaranty or any other document executed in connection
herewith shall operate as a waiver of any such privilege, power or right.
7. Guarantor subordinates to Tenant's obligations to Landlord all
indebtedness of Tenant to Guarantor, whether now existing or hereafter
contracted, whether direct or indirect, contingent or determined. With respect
to any such indebtedness of Tenant to Guarantor, Guarantor further agrees to
make no claim therefor until any and all obligations of Tenant to Landlord shall
have discharged in full and Guarantor further covenants and agrees not to assign
all or any part of such indebtedness while this Guaranty remains in effect.
8. The terms, covenants and conditions contained in this Guaranty shall
apply to and bind the heirs, personal representatives, successors and assigns of
undersigned.
9. If any term, covenant or condition of this Guaranty, or any
application thereof, should be held by a court of competent jurisdiction to be
invalid, void or unenforceable, all terms, covenants and conditions of this
Guaranty, and all applications thereof not held invalid, void or unenforceable
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
IN WITNESS WHEREOF, the Guarantor has caused this instrument to be
executed as of the day and year first written above.
GUARANTOR:
By:
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Xxxxx Xxxxxx
By:
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STATE OF NEVADA )
) ss.
COUNTY OF XXXXX )
On ____________,1999 before me, personally appeared before me, a notary
public, Xxxxx Xxxxxx personally known (or proved) to me to be the person whose
name is subscribed to the above instrument acknowledged that he executed the
above instrument.
WITNESS my hand and official seal.
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Signature
