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EXHIBIT 10.3
LEASE (MARIPOSA - SIERRA'S FACILITIES)
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LEASE AGREEMENT
THIS LEASE AGREEMENT is entered into on the date or dates last
below written by and between Sierra Press, Inc. hereinafter referred to as
"LESSOR" and Tellurian Press, Inc., hereinafter referred to as "LESSEE."
WITNESSETH
Lessor, for and in consideration of the terms, provisions, and conditions and
covenants to be performed by Lessee, does hereby lease to Lessee and Lessee
does hereby hire and take hereinafter set forth, those certain premises located
in Mariposa, County of Mariposa, State of California, hereinafter particularly
described: (see Exhibit "A")
In consideration of said demise and the terms, provisions, conditions and
covenants herein contained, it is agreed by and between Lessor and Lessees as
follows:
DESCRIPTION OF PREMISES: The premises are described as follows: Commercial
improvements known as: 0000 Xxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000.
USE OF RENTAL AREA: The rental area shall be used for all activities in the
normal course of business. No other use of said area shall be made without
prior written approval of Lessor.
TERM, RENT OPTION TO RENEW: The term of this Lease shall be for a period of
five (5) years. The initial term of this Lease shall commence July 1, 1996 and
shall terminate June 30, 2001. Monthly rental from the commencement of this
Lease until July 1, 1998 shall be the sum of Three Thousand Dollars and no
cents ($3,000.00) per month for 8,600 square feet consisting of 4,000 square
feet of office, break room, two bathrooms, and warehouse space @.4375 cents a
sq. ft., 3,000 square feet of second story warehouse @.15 cents a sq. ft.,
1,600 square feet of office space @.50 cents a sq. ft. Thereafter, rental
shall be adjusted annually on July 1st of each year and shall be increased, but
not decreased, by a percentage equal to the prior year's percentage increase in
the San Francisco/Oakland Consumer Price Index for All Urban Wage Earners
(1982-1984=100) as subject to a maximum annual increase of 5.00%. For purposes
of computing such increases, the prior year's percentage increase in the Index
shall be calculated by dividing the Index for the January prior to the date of
the increase by the Index for the previous January. If this calculation shows
that the Index has remained unchanged or has declined, the lease rate shall
remain unchanged.
If the described index shall no longer be published or is no longer applicable,
another generally recognized as authoritative shall be subsisted by agreement
of the parties. If they are unable to agree within thirty (30) days after
demand by either party, the substitute index shall, on application of either
party, be selected by the chief officer of the San Francisco regional office of
the Bureau of Labor Statistics or its successor. In no event shall the amount
of minimum monthly rent be reduced below the amount paid in the month
immediately preceding the applicable rental adjustment date.
Rent shall be paid monthly in advance upon the first business day of the month.
In the event any rent payment is not paid within ten (10) days of the date when
it was due, Lessee shall pay to Lessor a late charge in the sum of 5% of
Monthly Rent in addition to all other amounts owing.
Upon the timely and faithful performance by Lessee of each and every term,
covenant and condition as herein contained, Lessor hereby grants to Lessee an
option to renew this Lease of all the provisions contained herein to a period
of five (5) years following the expiration of the initial term, by giving the
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Lessor written notice of intention to exercise said option not less than ninety
(90) days prior to the expiration of the initial term of this Lease. Rent for
the five (5) year option period, if exercised, shall be adjusted on July 1st of
each year in the same manner as described above with respect to the initial
lease term.
In the event Lessee is in default on the date of giving notice of intention to
exercise any option herein, said notice shall be totally ineffective and if
Lessee is in default on the date that any extended term is to commence, the
extended term shall not commence and this Lease shall expire at the end of the
initial term or the previous option renewal term.
Lessor shall pay, during the initial term of this Lease, and during extended
terms, costs to Lessor for real property taxes and assessments, building
insurance, and costs of exterior maintenance as hereinafter provided.
FIRE INSURANCE: During the term of this lease, Lessor shall be responsible for
insuring the building against fire loss. Lessor shall have no responsibility
for insuring Lessee's leasehold improvements, furniture, fixtures or other
contents of the building. Lessee agrees to insure the same and hold Lessor
harmless for or on account of any loss, injury or damage to any person or
persons or their property, including that of Lessee, resulting from fire.
LIABILITY INSURANCE AND INDEMNIFICATION OF LESSOR: Lessor shall not be
responsible or liable for any loss or injury, or damage occurring to Lessee or
to third persons, or the property of third persons, in, about or on said leased
premises, no matter how occurring, other than loss or injury resulting from
acts or omissions of Lessor, and Lessee will save Lessor harmless for or on
account of any loss, injury or damage to any person or persons or their
property occurring therein, or resulting from Lessee's operation thereof. In
that connection, Lessee agrees at their cost to maintain, during the term of
this Lease, a public liability and property damage policy of insurance naming
Lessor as an insured therein with limits of not less than One Million Dollars
combined single limit bodily injury and/or property damage in one accident and
will furnish Lessor with a certificate of such insurance. If Lessee fails to
maintain such insurance, Lessor may obtain the same and Lessee will reimburse
him therefore.
REPAIRS:
a. Lessor shall, prior to commencement of this LEASE
AGREEMENT, place the heating, air conditioning, and the roof of the PREMISES in
good working order.
b. During the term hereof, in the event of needed
repairs of the heating or air conditioning equipment, or the roof, LESSOR and
LESSEE shall share the costs equally.
x. XXXXXX shall inspect the heating, air conditioning
and roof annually during the term hereof.
d. LESSEE shall be responsible for all interior
maintenance.
e. LESSEE shall be responsible for maintaining the
exterior grounds.
x. XXXXXX shall be responsible for maintaining all major
electrical and plumbing located on the PREMISES except for negligence of
LESSEE.
g. LESSEE shall be responsible for replacement of all
light bulbs, interior lighting fixtures, receptacles, and switches during the
term hereof.
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h. By entry hereunder, Lessee accepts the premises as
being in good and sanitary order, condition and repair and agrees on the last
day of said term, or sooner termination of this Lease, to surrender unto Lessor
all and singular said premises with said appurtenances in the same condition as
when received, reasonable use and wear thereof, damage by fire, and acts of God
excepted, and to remove all of Lessee's signs from said premises.
ASSIGNMENT AND SUBLETTING: Lessee shall not assign this Lease, or any interest
therein, and shall not sublet the said premises or any part thereof or any
right or privilege appurtenant thereto, or suffer any other person (the agents
and servants of lessee excepted) to occupy or use the said premises, or any
portion thereof, without the written consent of Lessor first had and obtained,
and a consent to one assignment, subletting, occupation or use by any other
person, shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person. Any such assignment or
subletting without such consent shall be void and shall, at the option of
Lessor, terminate this Lease. This Lease shall not, nor shall any interest
therein, be assignable, as to the interest of Lessee, by operation of law,
without the written consent of Lessor. Lessor, however shall not withhold
their consent to assignment unreasonably. Lessor's consent to subletting or
assignment of this Lease shall not relieve Lessee from their obligations
hereon.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS: Lessee shall at their sole cost and
expense, comply with all of the requirements of all municipal, county, state
and federal authorities now in force, or which may hereafter be in force,
pertaining to the said premises, and shall faithfully observe in the use of the
premises all municipal and county ordinances and state and federal statutes now
in force or which may hereafter be in force. The judgment of any court of
competent jurisdiction, or the admission of Lessee in any action or proceeding
against Lessee, whether Lessor be a party thereto or not, that Lessee has
violated any such ordinance or statutes in the use of the premises, shall be
conclusive of that fact as between Lessor and Lessee.
ATTORNEY'S FEES: Any action which shall be brought by Lessor for the recovery
of any rent due under the terms of this Lease, or by either the Lessor or
Lessee for the breach or enforcement of any of the conditions, covenants, or
agreements herein set forth on the part of Lessor or Lessee to be kept and
performed, or for the recovery of said premises, the party losing the action
agrees to pay to the prevailing party on demand, reasonable attorney's fees as
fixed by the court, and further agrees that the said attorney's fees shall
become a part of the judgment of the prevailing party in such action.
TIME: Time is of the essence of this Lease.
DEFAULT: In the event of any breach of this LEASE AGREEMENT by LESSEE, that
continues for a period of thirty (30) days after LESSOR has given written
notice to LESSEE to cure said breach, LESSOR shall be entitled to all legal
remedies pursuant to the laws of the State of California.
WAIVER: The waiver by Lessor or Lessee, of any breach of any terms, covenant
or condition herein contained shall not be deemed to waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition therein contained. The subsequent acceptance of rent
hereunder by Lessor shall not be deemed to be a waiver of any preceding breach
by Lessee of any term, covenant or condition of this Lease other than the
failure of Lessee to pay the particular rental so accepted, regardless of
Lessor's knowledge of such preceding breach at the time of acceptance of such
rent.
ENTRY OF LESSOR: Lessee shall permit Lessor and their agents to enter into and
upon said premises at all reasonable times for the purpose of inspecting the
same or for the purpose of maintaining the building in which said premises are
situated, or for the purpose of making repairs, alterations or additions to any
other portion of said building, including the erection and maintenance of such
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scaffolding, canopies, fences and props as may be required, or for the purpose
of posting notices of non-responsibility for alterations, additions, or
repairs, without any rebate of rent and without any liability to Lessee for any
loss of occupation or quiet enjoyment of the premises thereby occasioned; and
shall permit Lessor and their agents, at any time within thirty (30) days prior
to the expiration of this Lease, to place upon said premises any usual or
ordinary "to let" or "to lease" signs and exhibit the premises to prospective
tenants at reasonable hours.
ALTERATIONS BY LESSEE: Lessee shall not make or construct any alterations,
additions, or improvements in, on or to the premises without written consent of
Lessor first had and obtained and unless otherwise agreed in writing, all
alternations, additions or improvements permitted to be made or constructed by
Lessee in, on or to the premises shall be at the sole cost and expense of
Lessee and shall immediately be and become a part of the premises and the
property of Lessor and shall remain upon, and be surrendered with, the premises
as a part thereof at the expiration of the term of this Lease, whether by lapse
of time or otherwise. This paragraph is subject to the provisions for trade
fixtures set forth below. Lessee hereby acknowledges that said premises are
taken as is and that Lessor does represent that said premises comply with all
federal, state, municipal or local ordinances relative to the purposes for
which Lessee shall use said premises and that any modification, change or the
like necessary to comply with laws or ordinances shall be at the sole cost and
expense of Lessor.
ASSIGNMENT BY OPERATION OF LAW: This Lease shall not be assignable by
operation of law or otherwise, except through the laws of succession or
probate, and in the event that a proceeding of insolvency be instituted against
Lessee, whether such proceeding be voluntary or involuntary or should Lessee
become a party to any proceeding under "An Act to Establish a Uniform System of
Bankruptcy Throughout the United States" as it now is or as it may be amended
in the future, other than as a creditor, or if Lessee makes an assignment for
the benefit of creditor then Lessor may at their option enter upon said
premises, remove all persons therefrom and terminate this Lease without any
previous notice or demand.
TRADE FIXTURES: Lessee may install upon the premises trade fixtures to be used
by them in the conduct of their business upon the premises, and such trade
fixtures shall at all times remain the property of Lessee, provided, however,
upon the expiration of the term of this Lease, Lessee shall be responsible for
and shall pay Lessor for any damage or injury done to the premises as a result
of the installation or removal of any such trade fixtures. All trade fixtures
shall be removed on or before the last day of this Lease.
NON-RESPONSIBILITY NOTICE: Lessor may, if they deem fit, post such notice of
non-responsibility under the mechanic's or materialmen's lien laws of the State
of California as Lessor may deem proper to relieve themselves from liability or
responsibility for mechanic's or materialmen's liens for any repairs or other
improvements made by Lessee upon the premises, and Lessee shall indemnify
Lessor and save them harmless from any and all claims of mechanics,
materialmen, artisans or laborers furnishing materials or performing labor upon
the premises at Lessee's request, and in any event, whether or not Lessor may
have posted a notice of non-responsibility upon the premises, Lessee shall not
permit any liens or other claims of any nature caused or authorized by Lessee
to be reduced to final judgment as against said demised premises. Lessor shall
at its expense maintain the parking lot and other common areas of the real
property surrounding the building herein above described.
SIGNS: Lessee shall have the right to erect upon the exterior of the leased
premises a sign which shall be appropriate to designate the business of Lessee
located on the premises. No sign shall be painted upon the exterior wall of
any such building except with the consent of Lessor. Should the erection of
any sign upon the building require the attaching of said sign to such building,
then at the end of the term of this Lease, or any renewal thereof, Lessee shall
at its expense remove said sign and at its
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expense shall make any repairs to said building necessitated because of the
attaching of the sign thereto or the removal of said sign.
UTILITIES: LESSEE shall be responsible for all utilities servicing the LEASED
PREMISES during the term hereof, including but not limited to gas, water,
electrical, and telephone.
CONDEMNATION: If any portion of the building or buildings located on the
premises be condemned for a public or quasi-public use by right of eminent
domain, with or without litigation, or transferred by agreement in connection
with such public or quasi-public use, this Lease, as to the part so taken,
shall terminate as of the date title shall vest in the condemned and the rent
payable hereunder shall be adjusted so that the Lessee shall be required to pay
for the remainder of the term only such portion of such rent as the value of
the part remaining after condemnation bears to the value of the entire premises
at the date of condemnation; but in either of such events, Lessor shall have
the option to terminate this compensation awarded upon such condemnation or
taking shall belong and be paid to the Lessor and Lessee shall have no claim
thereto, except for any award separately stated for Lessee's fixtures, moving
cost and expenses and Lessee hereby irrevocable assigns and transfers to Lessor
any right to compensation or damages to which Lessee may become entitled during
the term thereof by reason of the condemnation of all or a part of the expense,
any claims Lessee may have against the condemning party for Lessee's moving
and/or relocation expenses and for any of Lessee's business losses for which
compensation is permitted by law.
DESTRUCTION OF PREMISES: In the event of a partial destruction of the said
premises during the said term, from any cause, Lessor shall forthwith repair
the same, provided such repairs can be made within one hundred and twenty (120)
days under the laws and regulations of state, federal, county or municipal
authorities, but such partial destruction shall in no way annul or void this
Lease, except that Lessee shall be entitled to a proportionate reduction of
rent while such repairs shall interfere with the business carried on by Lessee
in the said premises. If such repairs shall interfere with the business
carried on by Lessee in the said premises. If such repairs cannot be made in
one hundred and twenty (120) days, Lessor may, at their option, make same
within a reasonable time, this Lease continuing in full force and effect and
the rent to be proportionally reduced as aforesaid in this paragraph provided.
In the event that Lessor does not so elect to make such repairs which cannot be
made in one hundred and twenty (120) days, or such repairs cannot be made under
such laws and regulations, this Lease may be terminated at the option of either
party. In respect to any partial destruction which Lessor is obligated to
repair or may elect to repair under the terms of this paragraph, the provisions
of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the
Civil Code of the State of California are waived by Lessee. In the event that
the building in which the demised premises may be situated be destroyed to the
extent of not less than 33 1/3% of the replacement cost thereof Lessor may
elect to terminate this Lease, whether the demised premises be damaged or not.
A total destruction of the building in which the said premises may be situated
shall terminate this Lease. In the event of any dispute between Lessor and
Lessee relative to the provisions of this paragraph, they shall each select an
arbitrator; the two arbitrators so selected shall select a third arbitrator and
the three arbitrators so selected shall hear and determine the controversy and
their decision thereon shall be final and binding upon both Lessor and Lessee,
who shall bear the cost of such arbitration equally between them.
COMPLIANCE WITH LAWS: Lessee shall, at Lessee's own expense, comply with all
of the laws, rules, regulations, statutes, ordinances and requirements of all
government authorities, pertaining to the use of the premises.
MODIFICATION: This Lease contains all of the agreements of the parties and
cannot be amended or modified except by a written agreement.
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REASONABLE CONSENT: Wherever in the Lease Lessor or Lessee is required to give
its consent or approval to any action on the part of the other, such consent or
approval shall not be unreasonably withheld. In the event of failure to give
any such consent, the other party shall be entitled to specific performance at
law and shall have such other responsible in monetary damages for failure to
give consent unless said consent is withheld maliciously or in bad faith.
BINDING ON SUCCESSORS AND ASSIGNS: Except as herein expressly prohibited, this
Lease is binding upon and will inure to the benefit of the successors and
assigns, executors and administrators of the parties to this agreement.
NOTICES: All notices to be given by LESSOR to LESSEE shall be made by sending
the same by registered mail, postage prepaid, addressed to LESSEE as follows:
Panorama International
DBA: Tellurian Press, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
All notices to be given by LESSEE to LESSOR shall be given by sending the same
by registered mail, postage prepaid, addressed to LESSOR as follows:
Sierra Press, Inc.
X.X. Xxx 000
Xx Xxxxxx, XX 00000
EXECUTION OF LEASE AGREEMENT: This LEASE AGREEMENT shall be valid and binding
upon the Parties hereto if executed by the Parties in counterparts.
LESSOR:
/s/Xxx Xxxxxx Date: July 1, 1996
-------------------- ------------
Sierra Press, Inc.
LESSEE:
/s/Xxxxxx X. Xxxxxxx Date: July 1, 1996
----------------------- ------------
Tellurian Press, Inc.
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That certain property situated in the unincorporated area of the County of
Mariposa, State of California, described as follows:
EXHIBIT "A"
A portion of Parcel number 013-06-1-006-0, more particularly described as
follows: Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000-0,000 Square
feet.
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