EXHIBIT 10.12
10.12 Lease Agreement between Boca Chica Tower and XxxxxxxxxxxXxx.xxx, Inc.
Lease Agreement
This lease Agreement is between Boca Chica Tower, hereinafter called
"Lessor", and xxxxxxxxxx.xxx, hereinafter called "Lessee".
Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor,
the following described premises, to-wit:
Lease Space designated Suite 306, located on the Xxxxx Xxxxx xx 0000 Xxxx
Xxxxx Tower Building at 0000 Xxxx Xxxxx Xxxxxxxxx xx Xxxxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxx;
Upon the following terms and conditions:
1. The term of this Lease shall be for one (1) year, beginning June 1st, 2001
and ending at midnight, central standard time, May 31st, 2002, unless
sooner terminated as herein provided.
2. Lessee will use the Leased Premises for office purposes only, unless Lessor
gives Lessee prior written consent for a different use.
3. Lessee will pay Lessor, at the office of the building, as rent for the
Leased Premises, the sum of $4,296.00 payable in twelve (12) equal monthly
payments of $358.00 in advance on the 1st day of each month, without
notice, beginning June 1st, 2001.
4. Lessee shall have the option to renew this Lease for an additional one (1)
year upon the same terms and conditions, except that the rent shall be
renegotiated. (In general, increase in rent for the renewal term will be
based upon the increase in Lessor's cost over the prior year of owning and
maintaining the building, including the parking lot and other facilities.)
5. Lessee acknowledges that his acceptance of possession of the Leased
Premises constitutes conclusive admission that he has inspected the Leased
Premises and has found it in good condition and repair.
6. So long as Lessee is not in default hereunder, Lessor shall furnish the
Leased Premises during reasonable and usual business hours the following
services at Lessor's sole expense:
(a). Heat and air conditioning during the customary periods of the year
when and to the same extent Lessor furnishes heat and air conditioning
for other portions of the building.
(b). Elevator service for the use of all tenants and occupants of the
building and their invitees.
(c). Electricity, gas and water utilized in operating facilities serving
the Leased Premises.
7. Lessee shall peacefully have, hold and enjoy the Leased Premises during the
entire term hereof, subject to the terms and conditions set forth herein,
and provided Lessee pays the rental required of him and performs all of the
covenants and agreements herein contained.
8. Lessee covenants and agrees with Lessor:
(a). To pay the rent provided to be paid hereunder at the time and in the
manner provided.
(b) At his cost and expense, to repair or replace any damage or injury
done to the building, or any part thereof, caused by him or his
agents, employees, invitees or visitors; provided, however, if Lessee
fails to make such repairs or replacements promptly, Lessor may, at
its option, make such repairs or replacements, and Lessee shall pay
the cost thereof to Lessor on demand.
(c). Not to commit or allow any waste or damage to be committed on any
portion of the Leased Premises, and at the termination of this Lease
Agreement, by lapse of time or otherwise, to deliver up said Leased
Premises in as good condition as at date of his possession, ordinary
wear and tear excepted, and upon such termination Lessor shall have
the right to re-enter and resume possession of Leased Premises.
(d). Not to assign this Agreement or sublet the Leased Premises, or any
part thereof, without first obtaining the written consent of Lessor.
Lessor agrees that it will not unreasonably or arbitrarily refuse to
give such consent. In no event shall any such assignment or sublease
release Lessee from any obligation or liability hereunder.
(e). Not to permit the Leased Premises to be used for any purpose other
than that stated in the use clause hereof, or make or allow to be made
any alterations or physical additions in or to the Leased Premises
without first obtaining the written consent of Lessor. Any and all
such alterations or physical additions, when made, shall become the
property of Lessor and shall be surrendered to Lessor upon the
termination of this Lease Agreement by lapse of time or otherwise;
provided, however, this clause shall not apply to movable equipment or
furniture by Lessee.
(f). Not to occupy or use, or permit any portion of the Leased Premises to
be occupied or used for any business or purpose which is unlawful,
disreputable or deemed to be extrahazardous on account of fire, or
permit anything to be done which would in any way increase the rate of
fire insurance coverage on the building and/or its contents.
(g). To comply with all laws, ordinances, rules and regulations of all
governmental authorities having jurisdiction relating to the use,
condition or occupancy of the Leased Premises. Lessee shall comply
with the rules of the building adopted by Lessor which are set forth
on a schedule either attached hereto or to be initialed by the parties
hereto, and made a part hereof as fully as though set forth herein.
Lessor shall have the right to change such rules and regulations or to
amend them in any reasonable manner as it may deem advisable for the
safety, care and cleanliness of the Leased Premises and for
preservations of good order all of which changes and amendments will
be sent by Lessor to Lessee in writing and shall be thereafter carried
out and observed by Lessee.
(h). To permit Lessor or its agents or representatives to enter into and
upon any part of the Leased Premises at all reasonable hours to
inspect same, clean or make reairs, alterations or additions thereto,
as Lessor may deem necessary or desirable, and Lessee shall not be
entitled to any abatement or reduction of rent by reason thereof.
(i). To conduct his business and control his agents, employees, invitees
and visitors in such manner as not to create any nuisance, or
interfere with, annoy or disturb any other tenant or Lessor in its
operation of the building.
9. Unless otherwise expressly stipulated herein, Lessor shall not be required
to make any improvements or repairs of any kind or character on the Leased
Premises during the term of this Lease Agreement, except such repairs as
may be required by normal maintenance operations.
10. Except as may be herein otherwise expressly provided, Lessor shall not be
liable to Lessee for any damage to persons or property caused by Lessor's
negligence, and Lessee shall not be liable to Lessor for any damage to
persons or property caused by Lessee's negligence.
11. Lessor and Lessee mutually covenant and agree as follows:
(a). If all or substantially all of the Leased Premises shall be taken or
condemned for any public purpose, this Lease Agreement shall, at the
option of either party, forthwith cease and terminate. If less than a
substantial portion of the Leased Premises be taken, the rental
payment hereunder shall be reduced by just and proportionate amount.
Lessor or Lessee shall not be liable or responsible to each other for
any loss or damage to any property or person occasioned by theft,
fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or order of governmental
body or authority beyond the control of Lessor or Lessee, as the case
may be, or for any damage or inconvenience which may arise through
repair or alteration of any part of the building, or failure to make
any such repairs or from any cause whatever, unless caused solely by
Lessor's or Lessee's gross negligence, as the case may be, except as
may be herein otherwise expressly provided.
(b). In consideration of the mutual benefits arising under this Lease
Agreement, Lessee hereby grants to Lessor a lien on all property of
Lesse now or hereafter placed in or upon the Leased Premises (except
such part of any property as may be exchanged, replaced or sold from
time to time in the ordinary course of business operation or trade)
and such property shall be and remain subject to such lien of Lessor
for payment of all rent and other sums agreed to be paid by Lessee
herein. Said lien shall be in addition to and cumulative of landlord's
liens provided by law.
(c). In the event the Leased Premises are abandoned by Lessee, Lessor shall
have the right, but not the obligation, to relet same for the
remainder of the term provided for herein; and if the rent received
through such reletting does not at least equal the rent provided for
herein, Lessee shall pay and satisfy any deficiency between the amount
of the rent so provided for and that received through reletting, and,
in addition thereto, shall pay all expenses incurred in connection
with any such reletting, including, but not limited to, the cost of
renovating, altering and decorating for a new occupant. Nothing herein
shall be construed as in any way denying Lessor the right in the event
of abandonment of said Leased Premises or other breach of the Lease
Agreement by Lessee, to treat the same as an entire breach and at
Lessor's option immediately xxx for the entire breach of this Lease
Agreement and any and all damages which Lessor suffers thereby.
(d). In the event of holding over by Lessee after expiration or termination
of this lease agreement, Lessee shall pay as liquidated damages double
rent for the entire holdover period. No holding over by Lessee after
the term of this Lease Agreement, either with or without consent and
acquiescence of Lessor, shall operate to extend the Lease Agreement
for a longer period than one (1) month; and any holding over with the
consent of Lessor in writing shall thereafter constitute this Lease
Agreement a lease from month to month.
(e). In the event of fire in the Leased Premises, Lessee shall immediately
give notice thereof to Lessor. If the Leased Premises, through no
faultor neglect of Lessee, his agents, employees, invitees or
visitors, shall be partially destroyed by fire and other casualty so
as to render the Leased Premises untenantable, the rental herein shall
cease thereafter until such time as the Leased Premises are made
tenantable by Lessor. In the event of the total destruction of the
Leased Premises without fault or neglect of Lessee, his agents,
employees, invitees or visitors, or if from such cause the same shall
be so damaged that Lessor shall decide not to rebuild, then all rent
owed up to the time of such destruction or termination shall be paid
by Lessee and thenceforth this Lease Agreement shall cease and come to
an end.
(f). In the event Lessee makes default in the performance of any of the
terms, covenants, agreements or conditions contained in this Lease
Agreement and Lessor places the enforcement of this Lease Agreement,
or any part thereof, or the collection of any rend due, or to become
due hereunder, or recovery of the possession of the Leased Premises in
the hands of an attorney, or files suit upon the same, Lessee agrees
to pay Lessor a reasonable attorney's fee.
12. This Lease Agreement may not be altered, changed or amended, except by an
instrument in writing, signed by both parties hereto.
13. Lessor shall have the right to transfer and assign, in whole or in part,
all of its rights and obligations hereunder in the building and property
referred to herein.
14. Lessee's default in paying the rent or any installment thereof, as
hereinabove provided, or in keeping or performing any other term, covenant
or condition of this Lease Agreement, shall authorize Lessor, at its
option, at any time after such default, and after ten (10) days' written
notice thereof to Lessee (said notice to be in the manner hereinafter set
forth), to declare this Lease Agreement terminated, and upon the occurrence
of any one or more of such defaults, Lessor immediately, or at any time
thereafter, may re-enter the Leased premises and remove all persons
therefrom with or without legal process, and without prejudice to any of
its other legal rights and all claims for damages by reason of such
re-entry are expressly waived, as also are all claims for damages by reason
of any distress warrants or proceedings by way of sequestration which
Lessor may employ to recover said rents or possession of the Leased
Premises; provided that Lessor shall not have the right to declare this
Lease Agreement terminated, if, within ten (10) days after notice of any
default, Lessee corrects same.
15. Failure of Lessor to declare any default immediately upon occurrence
thereof, or delay in taking any action in connection therewith, shall not
waive such default, but Lessor shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, either in law or in equity.
16. If voluntary bankruptcy proceedings are instituted by Lessee, or if Lessee
is adjudged a bankrupt, or if Lessee makes an assignment for the benefit of
his creditors, or if execution is issued against him, or if the interest of
Lessee hereunder passes by operation of law to any person other than
Lessee, this Lease Agreement may, at the option of Lessor, be terminated by
notice in the manner hereinafter set forth.
17. Lessor shall, at all times during the term of this Lease Agreement, at its
expense, maintain a policy or policies of insurance with the premiums
thereon fully paid in advance, issued by and binding upon some solvent
insurance company, insuring the building against loss or damage by fire,
explosion, or other hazards and contingencies for the full insurable value
thereof; provided that Lessor shall not be obligated to insure any
furniture, equipment, machinery, goods or supplies not covered by this
Lease Agreement which Lessee may bring or obtain upon the Leased Premises,
or any additional improvements which Lessee may construct thereon. If the
annual premiums charged Lessor for such casualty insurance exceed the
standard premium rates because the nature of Lessee's operation results in
extrahazardous exposure, then Lessee shall upon receipt of appropriate
premium invoices reimburse Lessor for such increases in such premiums.
18. Anything in this Lease Agreement to the contrary notwithstanding, the
parties hereto waive any and all rights of recovery, claim, action or cause
of action, against each other, their agents, officers and employees, for
any loss or damage that may occur to the Leased Premises, or any
improvements thereto, or said building of which the Leased Premises are a
part or any other improvements thereto, by reason of fire, the elements, or
any other cause which could be insured against under the terms of standard
fire and extended coverage insurance policies, regardless of cause or
origin, including negligence of the parties herto, their agents, officers
and employees.
19. All notices provided to be given under this Agreement shall be given by
certified or registered mail, addressed to the proper party, at the
following address:
Lessor: Lessee:
Boca Chica Tower xxxxxxxxxx.xxx
Xxxxxxxxxxx, XX 00000 0000 Xxxxxxxxx Xxxxxxx #000
Xxxxxx, XX 00000
20. If the interest of Lessor under this Lease Agreement shall be transferred
by reasons of foreclosure or other proceedings for enforcement of any first
mortgage on the Leased Premises, Lessee shall be bound to such transferee
under the terms, covenants and conditions of this lease for the balance of
the term hereof and any extensions or renewals which may be effected in
accordance with the terms and provisions hereof, with the same force and
effect as if such transferee were the landlord under this Lease Agreement
and Lessee does hereby agree to attorn to such Transferee as his lessor,
such attornment to be effective and self-operative without the execution of
any further instruments upon such Transferee succeeding to the interest of
the Lessor under this Lease Agreement.
21. Time is of the essence in this Agreement.
Executed this 1st day of June, 2001.
Boca Chica Tower xxxxxxxxxx.xxx
------------------------------ ------------------------
Marcos San Xxxxxx Xxxxxx Lessee
Building Manager
Termination by Lessee xxxxxxxxxx.xxx is approved with a 30 day written
notice.
