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EXHIBIT 10.31
SUBLEASE AGREEMENT
THIS SUBLEASE made as of the 31st day of July, 1998, by and between
DOMINION HOMES, INC., an Ohio corporation, P. O. Box 7166, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter called "Lessor") and ALLIANCE TITLE AGENCY,
LTD., an Ohio limited liability company (hereinafter called "Lessee").
1. Lease of Premises and Term. In consideration of the rents and
covenants to be performed by Lessee as set forth herein, Lessor hereby leases
unto Lessee, and Lessee hereby hires and takes from Lessor 2730 leasable square
feet (which includes a 12% common area factor) of commercial office space
located on the first floor of Dominion Homes, Inc.'s corporate office building
(the "Building") ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, as shown on the attached
Exhibit "A" (the "Premises") for a term of three (3) years, commencing on August
1, 1998, and ending July 31, 2001.
2. Rent. The total rent for the term of this lease shall be One Hundred
Forty-seven Thousand Four Hundred Twenty Dollars ($147,420.00). Lessee agrees to
pay Lessor said rent in advance in monthly installments of Four Thousand
Ninety-five Dollars ($4,095.00) on or before the first day of each month,
commencing August 1, 1998. Included in the stated rent is Six Dollars ($6.00)
per square foot per year which represents Lessee's proportionate share of the
Premises' real estate tax, insurance, common area maintenance, janitorial
service, telephone equipment, and decorating allowance. All rent installments
shall be due and payable, without demand, deduction, or setoff, to Lessor at the
address provided above.
3. Security Deposit. Lessee and Lessor hereby agree that no security
deposit will be provided to secure the lease.
4. Use of Premises. Lessee shall occupy and use the Premises solely for
office use and for no other purpose. Lessee will comply with all applicable
laws, ordinances, rules and regulations of any duly constituted public authority
relating to its business and the use of the Premises. Lessee shall maintain the
Premises in a clean, sanitary condition at all times and shall not permit
rubbish to accumulate on or about the Premises. Lessee agrees to comply with all
Building rules and regulations which are adopted by Lessor from time to time.
5. Improvements, Repairs and Maintenance. Lessee shall take good care
of the Premises and the fixtures and improvements therein, and all trade
fixtures and/or all alterations or installations installed by Lessee or Lessor,
keeping same in good order and repair and will use the Premises during the term
for the purpose above specified and no other. At the expiration, or earlier
termination in any manner, of the term hereof, Lessee shall quit and surrender
the Premises together with all installations, improvements and alterations
(including partitions) which may have been installed by Lessor or Lessee broom
clean and in as good condition and repair as when possession was delivered,
reasonable use and wear excepted, failing which Lessor may restore the Premises
to such conditions and Lessee shall pay the costs thereof. If Lessee removes any
of its trade fixtures, it shall repair any damage to the Premises caused by such
removal. If Lessee fails to remove Lessee's trade fixtures which it has a right
to remove from the Premises prior to the end of the term, Lessee shall be
conclusively presumed to have abandoned the same and ownership thereof shall
forthwith vest in Lessor without payment or credit to Lessee.
6. Alterations. Lessee shall not make any alteration, additions,
improvements or other changes in or to the Premises or the building, or attach,
affix or build therein any improvement or installation nor do anything to alter
the exterior appearance of the building without Lessor's prior written consent
in each and every instance. If prior to the termination of the Lease, Lessor so
directs Lessee by written notice, Lessee shall promptly remove any specified
alterations, improvements or installations placed in or upon the Premises by
Lessee, the Lessee shall repair any damage occasioned by such removal.
7. Lessee's Acceptance of Premises. Lessor's delivery of the Premises
to Lessee and Lessee's entering onto the Premises for the rental purpose
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shall be deemed acceptance by the Lessee of the Premises in the condition as of
the date of said entering, and Lessee shall take possession of the Premises in
"as is" condition, and Lessee shall be bound by the terms of this Lease.
8. Late Payments. Without limiting the remedies of the Lessor under the
terms of this Lease or the laws of the State of Ohio or of the United States,
any payment of any kind which is to be made by Lessee to Lessor, if not paid
within ten (10) calendar days of the date same is due, shall incur a late charge
equal to Five Percent (5%) of that month's monthly rental.
9. Utilities. Except as otherwise provided herein, Lessor shall furnish
at no cost to Lessee all electric, heat, air conditioning, water, telephone
equipment, elevator services, lavatory and toilets and janitorial service
necessary for the normal use of the Premises during normal and customary working
hours on all weekdays and Saturday mornings, excluding holidays. Lessee shall
reimburse Lessor for its proportionate share of the local and long distance
telephone service contract that Lessor shall in its sole judgment choose to
provide telephone service to the Premises. Lessee and Lessor further agree
Lessee's proportionate share of the telephone service contract shall be One
Thousand Two Hundred Dollars ($1,200.00) per month commencing August 1, 1998, or
as from time to time Lessee and Lessor may agree. Lessee shall not provide any
janitorial service to the Premises without Lessor's prior consent.
Lessor does not warrant that any of the services
above-mentioned will be free from interruptions caused by war, insurrection,
civil commotion, riots, acts of God, or the enemy, or governmental action,
repairs, renewals, improvements, alterations, strikes, lockouts, picketing,
whether legal or illegal, accidents, inability of Lessor to obtain fuel or
supplies, or any other cause or causes beyond the reasonable control of Lessor.
Any such interruption of service shall never be deemed an eviction or
disturbance of the Lessee's use and possession of the Premises or any part
hereof or render the Lessor liable to the Lessee for damages, or relieve the
Lessee from the performance of Lessee's obligations under this lease. Lessor's
obligation to furnish light, heat and power shall be conditioned upon the
availability of adequate energy sources. Lessor shall have the right to reduce
heat and lighting within the Premises and the common areas as required by any
mandatory or voluntary fuel or energy saving, allocation or similar statute,
regulation, order or program.
10. Common Areas. Lessee and Lessee's agents, employees, licensees and
invitees shall have the right to use, in common with Lessor and Lessor's tenants
and the agents, employees, licensees and invitees of each, the public sidewalks
and parking areas, together with the corridors, public toilets and other public
areas located on the first floor of the Building, subject, however, to all
applicable Building rules and regulations.
11. Insurance.
A. Lessee shall, at Lessee's expense, procure and maintain in
force during the term of this lease and any extension thereof, fire and extended
coverage insurance in an amount at least equal to the full insurable value of
Lessee's improvements. A memorandum of insurance providing at least ten (10)
days' written notice in the event of cancellation, if applicable, will be
furnished to Lessor evidencing such coverage.
B. Lessee agrees to procure and maintain in force during the
term of this lease and any extensions thereof at their expense, public liability
insurance for damage claims through public use of or arising out of accidents
occurring in or around the Premises, in such amounts as Lessor shall require.
Said insurance shall cover the Premises as well as the sidewalks and driveways
adjoining the Premises. Such insurance policies shall name Lessor as an
additional insured, and shall include a waiver of subrogation clause as to
Lessor. A certificate of insurance with a clause providing at least ten (10)
days written notice to Lessor in the event of cancellation, shall be provided to
Lessor upon execution hereof.
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C. Lessee covenants and agrees to indemnify and save Lessor,
its successors and assigns, harmless from all loss, expense, liability, causes
of action and judgments in any way arising from Lessee's occupancy of the
Premises and conduct of Lessee's business therein, including without limitation
paying Lessor's costs of defending any such claim or action.
▇. ▇▇▇▇▇▇ shall keep the Premises and the building of which
the Premises are a part, insured against loss due to fire and other casualties
covered under an extended coverage policy in an amount not less than 80% of the
full insurable value thereof.
E. Tenant will not do, or permit to be done, in or upon the
Premises or bring or keep or permit anything to be brought into or kept on the
Premises which shall increase the premiums for fire and extended coverage
insurance on the building of which the Premises form a part or on the property
located thereon. Lessee agrees to pay such increase in premium for fire and
extended coverage insurance that may be charged during the term of this Lease on
the amount of such insurance which may be carried by Lessor on said Premises or
the building of which it is a part, resulting from any of the above omissions or
commissions of Lessee.
12. Casualty Loss. In the event that all or a material portion of
the Premises or building are damaged or destroyed by fire or other casualty or
are taken by condemnation proceeding (including a deed in lieu thereof) then
this lease shall terminate as of the date of damage or destruction or as of the
date possession is required by the condemning authority. In such event, Lessee
shall be liable for all accrued rent and other charges only to such date, and
Lessee shall be released from all future obligations hereunder. All loss
proceeds and condemnation awards shall belong to Lessor. Lessor shall in no
event be obligated to repair or restore the Premises. The foregoing
notwithstanding, in the event of an insubstantial casualty loss or taking
affecting the Premises or the building or land, and in the event that the
Premises can be restored to their former economic utility to Lessee within 60
days after such event, then, at Lessor's option, this lease shall not terminate,
but rather Lessor shall proceed to restore the Premises and Lessee's rent shall
▇▇▇▇▇ for the period and to the extent that use of the Premises is denied Lessee
as a result thereof.
13. Inspection and Maintenance. Lessor reserves the right to enter
the Premises at reasonable times to inspect them, to perform required
maintenance and repairs, to make additions or alterations on any part of the
building in which the Premises are located and Lessee agrees to permit Lessor to
do so. Lessor may, in connection with such alteration additions, or repairs,
erect scaffolding, fences and similar structures, post relevant notices, and
place movable equipment; provided that in so doing Lessor shall use its best
efforts to avoid disturbing Lessee's quiet enjoyment of the Premises, or
interfering with their occupation thereof.
14. Defaults. If Lessee defaults in payment of rent, Lessee's
share of Common Expenses, or in the performance of any of the conditions or
covenants of this lease, or if any bankruptcy, insolvency or similar proceeding
is filed by or against the Lessee, or if Lessee abandons the Premises or ceases
business operations therein for more than 15 days (unless in connection with
restoration after casualty loss) Lessor lawfully may, in addition to any other
remedies available in law or in equity, immediately or at any time thereafter,
and without demand or notice, enter into and upon the Premises and repossess the
same as of its former estate, and expel Lessee and those claiming through or
under it and remove its or their effects (forcibly, if necessary) without being
deemed guilty of any manner of trespass, and without prejudice to any remedies
which might otherwise be used for arrears or rent or preceding breach of
covenant, and upon entry as aforesaid this Lease shall terminate; and Lessee
covenants and agrees, notwithstanding any entry or re-entry by Lessor whether by
summary proceedings, termination or otherwise, to pay and be liable for, on the
days originally fixed herein for the payment thereof, amounts equal to the
several installments of rent and other charges reserved as would, under the
terms of this Lease, become due if this Lease had not been terminated or if
Lessor had not entered or re-entered as aforesaid, and whether the Premises be
relet or remain vacant in whole or
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in part or for a period less than the exceeding amount of any deficiency then
existing, or at the election of Lessor, Lessee will upon such termination pay to
the Lessor as damages such a sum as at the time of such termination represents
the difference between the then rental value of the Premises for the remainder
of the said term and the rent and other payments named herein.
15. Holding Over. It is hereby agreed that in the absence of a written
lease extension as described in Paragraph One of this Lease, upon termination of
the initial lease term or any renewal hereof, Lessee shall occupy the Premises
solely as a tenant from month to month under the same terms and conditions as
are then in effect.
16. Subordination. Lessee shall, upon the request of Lessor in writing,
subordinate this Lease and the lien hereof by executing promptly, without cost,
any instruments which may be necessary or desirable to evidence such
subordination, to the lien of any present or future mortgage or mortgages upon
the Premises or any property of which the Premises are a part irrespective of
the time of execution or the time of recording of any such mortgage or
mortgages, provided that the holder of any such mortgage shall enter into a
written agreement with Lessee to the effect that in the event of foreclosure or
other action taken under the mortgage by the holder thereof this Lease and the
rights of Lessee hereunder shall not be disturbed but shall continue in full
force and effect so long as Lessee shall not be in default hereunder. The word
"mortgage" as used herein includes mortgages, other similar instruments and
modifications, extensions, renewals and replacements thereof, and any and all
advances thereunder.
17. Notices. All notices required or agreed to be given hereunder by
either party shall be in writing and sent by registered or certified mail with
postage prepaid to Lessor at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or to Lessee
at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or to such other person or place as the
parties may direct in writing from time to time. Any notice to Lessee or Lessor
addressed to any other address or city shall be of no force and effect. Date of
service of notice shall be the date such notice is deposited in a post office of
the U. S. Postal Service.
18. Waiver. No waiver of any covenant of this lease or a breach of such
covenant shall constitute a waiver of any other covenant or the continued breach
of said covenant.
19. Authority and Peaceable Enjoyment. Lessor represents that it
maintains a master lease of the Premises that has the right to lease the same.
If Lessee performs the covenants herein agreed to be performed by it, Lessor
shall warrant and defend Lessee in the enjoyment and peaceful possession of the
Premises during the term hereof.
20. Assignment. Lessee shall not assign or sublease the Premises, or
any part thereof, or to allow any other person, to occupy the Premises or any
part thereof, without first obtaining Lessor's advance written consent. If
Lessor consents to any assignment or subletting, Lessee shall nevertheless
remain primarily liable for Lessee's obligations under the Lease. Any such
unauthorized assignment, sublease or license to occupy shall be void and shall
terminate the lease at the Lessor's sole option.
21. Miscellaneous. This lease and covenants and conditions hereof apply
to and are binding upon the heirs, successors, executors, administrators and
assigns of the parties hereto. This instrument is the entire agreement and
understanding between Lessor and Lessee with respect to the subject matter
hereof. It may be amended only in a writing signed by the party to be charged.
This lease shall be governed by and construed in accordance with the laws of the
State of Ohio. If a court of competent jurisdiction subsequently declares any
provision hereof to be invalid or unenforceable, the remaining provisions hereof
shall remain in full force and effect to the maximum extent possible. This lease
shall not be recorded, but Lessor agrees to execute a memorandum hereof upon
Lessee's request.
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IN WITNESS WHEREOF, the parties to these presents have hereunder set
their hands and seals the day and year first above written.
Signed and acknowledged DOMINION HOMES, INC., an Ohio
in the presence of: corporation
________________________________________ By: */s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name: ____________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
________________________________________
Print Name:_____________________________
ALLIANCE TITLE AGENCY, LTD., an
Ohio limited liability company
By:CC, I LTD., an Ohio limited
liability company, Manager
________________________________________ By: */s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name:_____________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Member
________________________________________
Print Name:_____________________________
STATE OF OHIO,
COUNTY OF FRANKLIN, SS:
The foregoing instrument was acknowledged before me this day of
July, 1998, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President of Dominion Homes, Inc.,
an Ohio corporation, on behalf of the corporation.
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Notary Public
STATE OF OHIO,
COUNTY OF FRANKLIN, SS:
The foregoing instrument was acknowledged before me this day of
July, 1998, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Member of CC, I Ltd., an Ohio limited liability
company, Manager of Alliance Title Agency, Ltd., an Ohio limited liability
company, on behalf of the limited liability company.
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Notary Public
