Exibit 10.18
COMMERCIAL LEASE AGREEMENT
This Lease Agreement (this "Lease") is entered by and between Xxxxxxxxx Xxxx
("Landlord") and Ciralight Global, Inc. a Nevada Corporation ("Tenant") on April
1, 2010. Landlord and Tenant may collectively be referred to as the "Parties."
This Lease creates joint and several liability in the case of multiple Tenants.
The Parties agree as follows:
1. PREMISES.
A. Premises. Landlord hereby leases part of the property located at: 000
X. Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000 designated as Unit 112 (the
"Premises") to Tenant. The total square footage of the Premises is
approximately 3529 square feet.
B. Parking. Tenant shall be entitled to use six parking space(s) for the
parking of motor vehicle(s) located in the common parking lot at no
additional cost. The parking space(s) will be used exclusively for the
parking of passenger vehicles and is not to be used for washing,
painting or servicing of vehicles. Tenant's vehicle will occupy the
parking space(s) entirely at the risk of Tenant. If Tenant shall
dispose of his vehicle or not require parking accommodation for any
other reason, Tenant shall not assign or sublet the parking space
unless expressly granted prior permission by Landlord.
C. Utilities & Services. Tenant shall be responsible for paying for
Tenant's own individually metered utilities. Landlord shall be
responsible for all other utilities and services.
2. LEASE TERM. The lease will be on a month to month basis and will start on
April 1, 2010 (the "Initial Lease Term"). The Rent for the Initial Lease Term
shall be as set forth in the schedule in Section 3 below. Provided that the
Lease is not in default, the lease shall continue on a month to month basis
until either party gives the other 30 days written advance written notice to
terminate the Lease.
3. PAYMENTS.
A. Rent Amount. Tenant agrees to pay to Landlord $3,000.00 per month as
rent for the Premises (the "Rent"):
B. Payment. The rental payment as described above shall be due in advance
on the first day of each month at any address designated by Landlord.
If the Initial Lease Term does not start on the first day of the month
or end on the last day of a month, the Rent for the relevant month
will be prorated accordingly.
C. Late Charges & Insufficient Funds. If any amounts due under this Lease
are more than ten days late, Tenant agrees to pay a late fee of
$75.00. Tenant agrees to pay the charge of $25.00 for each check
provided by Tenant to Landlord that is returned to Landlord for lack
of sufficient funds.
4. SECURITY DEPOSIT.
A. Security Deposit. At the signing of this Lease, Tenant shall deposit
with Landlord, in trust, a security deposit of $Zero_ as security for
the performance by Tenant of the terms under this Lease and for any
damages that may be caused by Tenant, its employees, agents and/or
visitors to the Premises during the Lease Term (the "Deposit").
Landlord may use part or all of the Deposit to repair any damage to
the Premises caused by Tenant, its employees, agents and/or visitors
to the Premises. However, Landlord is not limited to the Deposit to
recoup damages, and Tenant remains liable for any balance. Tenant
shall not apply or deduct any portion of the Deposit from any month's
Rent, including the last month of the rental term. Tenant shall not
use or apply the Deposit in lieu of payment of Rent. If Tenant
breaches any terms or conditions of this Lease, Tenant shall forfeit
the Deposit, as permitted by law.
B. Return of Deposit. In the event that Tenant shall fully and faithfully
comply with all of the terms, provisions, covenants and conditions of
this Lease, the Deposit shall be returned to Tenant after the date
fixed as the end of the Lease and after delivery of entire possession
of the Premises to Landlord.
5. USE.
A. Permitted Use. Tenant shall occupy and use the Premises for: General
Warehouse uses, consistent with Tenant's lawful business operations.
If there is any change to the use of the Premises, Tenant must first
obtain Landlord's written consent, which shall not be unreasonably
withheld.
B. Prohibited Use. Notwithstanding anything to the contrary, Tenant is
not to use the Premises for any illegal purposes, nor will Tenant use
the Premises for the storing, manufacture, selling or distribution of
any dangerous, noxious or hazardous substance. Furthermore, Tenant
shall not use the Premises for any purpose that would cause Landlord's
insurance cost to increase at any time during the Lease Term.
C. Noise. Tenant shall not cause or allow any unreasonably loud noise or
activity in the Premises that might disturb the rights, comforts and
conveniences of other tenants or neighbors.
D. Signage. Tenant is permitted to install and display signage
identifying the Tenant and Tenant's business activities. Such signage
shall be placed: on the frontage of the premises and on the front door
and windows of the premises. Additional signage may only be displayed
with Landlord's prior written consent.
E. Building Rules & Regulations. Landlord may adopt reasonable building
rules, which will become part of this Lease
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6. ALTERATION, DAMAGE & REPAIR.
A. Alterations and Improvements. Tenant agrees not to make any
improvements or alterations to the Premises without the prior written
consent of Landlord. If any alterations, improvements or changes are
made to or built on or around the Premises, with the exception of
fixtures and personal property that can be removed without damage to
the Premises, they shall become the property of Landlord and shall
remain at the expiration of the Lease, unless otherwise agreed in
writing.
B. Damage to the Premises. If the Premises or any part of the Premises
are damaged or destroyed by fire or other casualty not due to Tenant's
negligence, the Rent will be abated during the time that the Premises
are rendered unfit for occupancy. If the Premises are rendered
partially unfit because of damage or destruction not due to Tenant's
Negligence, the Rent will be abated in proportion to the percentage of
the Premises that are and remain unfit for occupancy. If Landlord
decides not to repair or rebuild the Premises, then this Lease shall
terminate and the Rent shall be prorated up to the time of the damage.
Any unearned rent paid in advance shall be refunded to Tenant.
C. Condition of Premises. Tenant or Tenant's agent has inspected the
Premises, the fixtures, the grounds, building and improvements and
acknowledges that the Premises are in good and acceptable condition
and are fit for occupancy. If in Tenant's opinion, the condition of
the Premises has changed at any time during the Lease Term, Tenant
shall promptly provide reasonable notice to Landlord.
D. Maintenance and Repair. Tenant will, at Tenant's sole expense, keep
and maintain the Premises in good, clean and sanitary condition and
repair during the term of this Lease and any renewal thereof. Tenant
shall be responsible to make all repairs to the Premises, fixtures,
appliances and equipment therein that may have been damaged by
Tenant's misuse, waste, or neglect, or that of the Tenant's agents,
associates, employees, or visitors. Tenant agrees that no painting
will be done on or about the Premises without the prior written
consent of Landlord. Tenant shall promptly notify Landlord of any
damage, defect or destruction of the Premises, or in the event of the
failure of any of the appliances or equipment. Landlord will use his
best efforts to repair or replace any such damaged or defective area,
appliance or equipment.
7. SECURITY, INSURANCE & INDEMNIFICATION.
A. Security. Tenant understands that Landlord provides a security alarm
systems or other security for Tenant or the Premises. In the event any
alarm system is provided, Tenant understands that such alarm system is
not warranted to be complete in all respects or to be sufficient to
protect Tenant or the Premises. Tenant releases Landlord from any
loss, damage, claim or injury resulting from the failure of any alarm
system, security or from the lack of any alarm system or security.
Tenant is responsible for monthly payment of the Alarm Service.
B. Insurance. Landlord and Tenant shall each be responsible for
maintaining appropriate insurance for their respective interests in
the Premises and property located on the Premises. Tenant understands
that Landlord will not provide any insurance coverage for Tenant's
property. Landlord will not be responsible for any loss of Tenant's
property, whether by theft, fire, riots, strikes, acts of God or
otherwise. Notwithstanding anything to the foregoing, Tenant shall, at
its own expense, maintain a policy of comprehensive general liability
with respect to its activities at the Premises which will afford
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protection of not less than $1,000,000 combined single limit coverage
of bodily damage, property damage, or combination thereof. In
addition, Landlord shall be listed as an additional insured on
Tenant's general liability insurance policy.
C. Indemnification. To the extent permitted by law, Tenant hereby
indemnifies and holds Landlord and Landlord's property, including the
Premises, free and harmless from any liability for losses, claims,
injury to or death of any person, including Tenant, or for damage to
property arising from Tenant using and occupying the Premises or from
the acts or omissions of any person or persons, including Tenant, in
or about the Premises with Tenant's express or implied consent, except
where such loss, claim or injury is due to Landlord's act or
negligence.
8. POSSESSION & INSPECTION.
A. Possession and Surrender of Premises. Tenant shall be entitled to
possession of the Premises on the first day of the Lease Term. At the
expiration of the Lease Term, Tenant shall peaceably surrender the
Premises to Landlord or Landlord's agent in as good of condition as it
was at the commencement of the Lease, reasonable wear and tear
excepted.
B. Quiet Enjoyment. Tenant shall be entitled to quiet enjoyment of the
Premises, and Landlord will not interfere with that right, as long as
Tenant pays the Rent in a timely manner and performs all other
obligations under this Lease.
C. Right of Inspections. Tenant agrees to make the Premises available to
Landlord or Landlord's agents to inspect, to make repairs or
improvements, to supply agreed services, to show the Premises to
prospective buyers or tenants, or to address an emergency. Except in
an emergency situation, Landlord shall give Tenant reasonable notice
of intent to enter. For these purposes, twenty-four (24) hour notice
shall be deemed reasonable. Tenant shall not, without Landlord's prior
written consent, add, alter or re-key any locks to the Premises. At
all times Landlord shall be provided with a key or keys capable of
unlocking all such locks and permitting entry. Tenant further agrees
to notify Landlord in writing if Tenant installs any burglar alarm
system, including instructions on how to disarm it in case of
emergency entry.
9. DEFAULTS.
A. Event of Default. If Tenant fails to fulfill or obey any of the
covenants of this Lease, Tenant shall be in default of this Lease
("Event of Default"). During any Event of Default, subject to any
statute, ordinance or law to the contrary, and upon Landlord serving a
written seven (7) days notice upon Tenant specifying the nature of
said default and upon the expiration of said seven (7) days, if Tenant
does not cure a default of which he has been notified, or if the
default cannot be completely cured or remedied in seven days, Landlord
may at Landlord's option: (i) cure such default and add the cost of
such cure to Tenant's financial obligations under the Lease; or (ii)
declare Tenant in default and terminate the Lease.
B. Physical Remedies. If the notice provided for in Section 9(A) has been
given, and the term shall expire as noted, or if Tenant shall make
default in the payment of Rent, then Landlord may without notice, as
permitted by law, re-enter the Premises either by force or otherwise,
dispossess Tenant by summary proceedings or otherwise, and retake
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possession of the Premises. Tenant hereby waives the service of notice
of intention to re-enter or institute legal proceedings to that end.
C. Financial Remedies. In the event of any default, re-entry, expiration
and/or dispossession by summary proceedings or otherwise, (i) the Rent
shall become due thereupon and be paid up to the time of such
re-entry, dispossession or expiration, together with such expenses
Landlord may incur for legal expenses, attorneys' fees, brokerage,
and/or putting the Premises in good order; (ii) Landlord may re-let
the Premises or any part or parts thereof; and/or (iii) Tenant shall
also pay Landlord liquidated damages for his failure to observe and
perform the covenants in this Lease. Landlord may, at his sole option,
hold Tenant liable for any difference between the Rent payable under
this Lease during the balance of the Lease Term, and any rent paid by
a successive Tenant if the Premises are re-let. In the event that
after default by Tenant Landlord is unable to re-let the Premises
during any remaining term of this Lease, Landlord may at his option
hold Tenant liable for the balance of the unpaid Rent under the Lease
for the remainder of the Lease Term. Landlord shall be responsible for
mitigating its damages.
10. ASSIGNMENT & SUBORDINATION.
A. Assignment by Tenant. Tenant shall not assign or sublet any interest
in this Lease without prior written consent of the Landlord, which
consent shall not be unreasonably withheld. Any assignment or sublease
without Landlord's written prior consent shall, at Landlord's option,
terminate this Lease.
B. Assignment by Landlord. Nothing in this Lease shall restrict the
Landlord's ability to sell, assign, convey or otherwise encumber the
Premises, subject only to the rights of the Tenant under this Lease.
B. Subordination. This lease is and shall be subordinate in any and all
respects to all mortgages now or hereafter placed on the Premises, and
all extensions, renewals, or modifications thereof. The Tenant agrees
to promptly execute any instruments of subordination as may be
requested.
11. MISCELLANEOUS.
A. Severability. If any part or parts of this Lease shall be held
unenforceable for any reason, the remainder of this Lease shall
continue in full force and effect. If any provision of this Lease is
deemed invalid or unenforceable by any court of competent
jurisdiction, and if limiting such provision would make the provision
valid, then such provision shall be deemed to be construed as so
limited.
B. Binding Effect. The covenants and conditions contained in the Lease
shall apply to and bind the parties and the heirs, legal
representatives, successors and permitted assigns of the parties.
C. Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of California.
D. Entire Agreement. This Lease constitutes the entire agreement between
the Parties and supersedes any prior understanding or representation
of any kind preceding the date of this Lease. There are no other
promises, conditions, understandings or other agreements, whether oral
or written, relating to the subject matter of this Lease. This Lease
may be modified in writing and must be signed by both Landlord and
Tenant.
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E. Notice. Any notice required or otherwise given pursuant to this Lease
shall be in writing and mailed certified return receipt requested,
postage prepaid, or delivered by overnight delivery service, if to
Tenant, at the Premises and if to Landlord, at the address for payment
of Rent. Either party may change such addresses from time to time by
providing notice as set forth above.
F. Waiver. The failure of either party to enforce any provisions of this
Lease shall not be deemed a waiver or limitation of that party's right
to subsequently enforce and compel strict compliance with every
provision of this Lease. The acceptance of Rent by Landlord does not
waive Landlord's right to enforce any provisions of this Lease.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed the day
and year first above written.
LANDLORD: TENANT:
Ciralight Global, Inc.
/s/ Xxxxxxxxx Xxxx By: /s/ Xxxxxxx X. Brain
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(Signature) (Signature)
Xxxxxxxxx Xxxx Xxxxxxx X. Brain
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(Print Name) (Print Name)
Owner/Landlord President
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Title (if applicable) Title (if applicable)
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