Exhibit 10.12
OFFICE LEASE
THIS LEASE, made this 1st day of January 1999, between Americana
Publishing, Inc., 000 Xxx Xxxxx XX, Xxxxx 000X, Xxxxxxxxxxx, Xxx Xxxxxx,
hereinafter referred to "Tenant", and B. H. Capital Limited 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 Xxx Xxxxx Xxxx., X.X.,
Xxxx xx Xxxxxxxxxxx, Xxxxxx of Bernalillo, State of New Mexico, 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, and Tenant hereby hires and takes from Landlord certain space located on
the 1st floor of the building and designated on the attached Exhibit "A".
(b) The term of this lease shall be for a period of 3 years, commencing on
January 1, 1999.
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 Three Thousand
Dollars and no/100 ($3,000) 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 $3,000.00, normal wear and tear accepted. The Landlord and Tenant
shall jointly inspect and verify the existing condition of the premises
following lease execution.
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 303 San Mateo Blvd., N.E., Building 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 to not more than five (5) vehicles at any one time.
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 zero 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 a
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 WAIVED 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 , 1999.
Tenant: Landlord:
Americana Publishing, Inc. Xxxxxx Xxxxxx, Xx.
By: By:
By: By:
Its:
By:
