Exhibit 10(ix)
LEASE AGREEMENT
1. PARTIES This Lease is made by and between A-Z South State Corporation, a
Utah corporation ("Landlord"), and Xxxxx Xxxxxxx and Xxx Xxxxxxx
("Tenant").
2. PREMISES Landlord hereby leases to Tenant and Tenant leases from landlord
0000 Xxxxx Xxxxxx for the term stated herein, at the rental and upon the
conditions set forth herein, that certain real property situated in the
County of Salt Lake, State of Utah commonly described as a one story office
building located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000;
Approximately 2,500 Square Feet of Show Room/ Retail/ Office/ Storage space
with parking in rear ( the "Premises").
3. TERM
3.1 Term. The term of this lease shall be for twelve months commencing
on January 1, 2001 (Commencement Date") and ending on December 31, 2001
unless terminated sooner pursuant to any provision hereof.
3.2 Delay in Commencement. Notwithstanding said Commencement Date, if
for any reason Landlord cannot deliver possession of the Premises to
Tenant on said date, Landlord shall not be subject to any liability
therefore, nor shall such failure affect the validity of this Lease or
the obligations of Tenant hereunder or extend the term hereof, but in
such case Tenant shall not be obligated to pay rent until possession of
the Premises is tendered to Tenant; provided, however, that if Landlord
shall not have delivered possession of the Premises within sixty (60)
days from said Commencement Date, Tenant may, at Tenant's option, by
notice in writing to Landlord within ten (10) days thereafter, cancel
this Lease, in which event the parties shall be discharged from all
obligations hereunder. If Tenant occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions
hereof, such occupancy shall not advance the termination date, and the
Tenant shall pay rent for such period at the initial monthly rates set
forth below.
4. BASIC RENTAL PAYMENTS
4.1 Basic Annual Rent. Tenant agrees to pay the Landlord as basic
annual rent (the "Basic Annual Rent") at such place as Landlord may
designate, without prior demand therefore and without any deduction or
set off whatsoever, the following:
Lease of approximately 2,500 square feet. Monthly installments
from January 1, 2001 until December 31, 2001: $1,700.00.
Said monthly installments shall be paid in advance on the first day of
each calendar month during the term of the lease. Simultaneously with
the execution hereof, Tenant has paid to Landlord the first month's
rent, receipt whereof is hereby acknowledged subject to collection,
however, if made by check. In the event the Commencement Date occurs on
a day other than the first day of a calendar month, then rent shall be
paid on the Commencement Date for the initial fractional calendar month
pro-rated on a per diem basis (based upon a thirty (30) day month), and
paid on the Commencement Date.
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4.2 Additional Monetary Obligations. Tenant shall also pay as base
rental (in addition to the Basic Annual Rent) all other sums of money
as shall become due and payable by Tenant to Landlord under the other
Sections of this Lease including, but not limited to, those required
under Paragraphs 7.1 and 24 hereunder. Landlord shall have the same
remedies in the case of a default in the payment of sums required under
this Section as are available to Landlord in the case of a default in
the payment of one or more installments of the Basic Annual Rent.
ADDITIONAL RENT. All charges payable by Tenant other than Base Rent are
called "Additional Rent". Unless this Lease provides otherwise, Tenant
shall pay All Additional Rent when billed. The Term "rent" shall mean
Base Rent and Additional Rent.
(a) "Tenant Proportionate Share"shall mean thirty five percent
(35%).
(b)"Lease Year" shall mean any twelve month period beginning on
the Commencement Date or any anniversary thereof during the term
of the lease.
(c) "Estimated Basic Costs" shall mean the projected amount of
Basic Costs for any given Lease year as estimated by Landlord
prior to the commencement of such Lease Year.
4.3 Late Charges. In the event that Tenant shall fail to pay said rent
(including any additional rental due hereunder) on the due date or
within five (5) days thereafter, a late charge of ten percent (10%) of
the amount delinquent shall be added to said rental and paid to the
Landlord together therewith.
5. SECURITY DEPOSIT Tenant deposited with Landlord on May 25, 2000 upon
execution original Lease $2,000.00 as security for Tenant's faithful
performance of Tenant's obligations hereunder. Landlord may use, apply or
retain all or any portion of said deposit for the payment of any rent or
other charge in default or for the payment of any other sum to which
Landlord may become obligated by reason of Tenant' s default, or to
compensate Landlord for any loss or damage which Landlord may suffer
thereby. If Landlord so uses or applies all or any portion of said deposit,
Tenant shall within ten (10) days after written demand therefore deposit
cash with Landlord in an amount sufficient to restore said deposit to the
full amount herein above stated and Tenant's failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep said
deposit separate from its general accounts. If Tenant performs all of
Tenant's obligations hereunder, said deposit, or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payments
of interest or other increment for its use, to Tenant (or, at Landlord's
option, to the last assignee, if any, of Tenant's interest hereunder) at
the expiration of the term hereof, and after Tenant has vacated the
Premises. No trust relationship is created herein between Landlord and
Tenant with respect to said Security Deposit.
6. AUTHORIZED USE Tenant shall use the leased Premises for the following
purpose, and for no other purpose whatsoever, without the written consent
of Landlord first had and obtained: general office and retail. Tenant shall
not commit or knowingly permit or allow any waste of the leased Premises
and shall not knowingly permit any part of the leased Premises to be used
for any unlawful purpose. The Tenant will comply with all applicable
Federal, State and local laws, ordinances and regulations relating to the
leased Premises and its use and operation by the Tenant.
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7. PROPERTY TAXES
7.1 Real Property Taxes. Tenant shall pay thirty five percent (35%) of
the Real Property Taxes on the Property (and 100% of any fees, taxes or
assessments against, or as a result of any Tenant improvements
installed on the Property by or for the benefit of Tenant) during the
Lease Term. Subject to paragraph7.3, such payment shall be made within
fifteen (15) days after receipt of Landlord's written statement
Landlord shall reimburse Tenant for any real property taxes paid by
Tenant covering any period of time prior to or after the Lease Term..
If Tenant fails to pay the real property taxes when due, Landlord may
pay the taxes and Tenant shall reimburse Landlord for the amount of
such tax payment as Additional Rent, together with the late charge
under paragraph 4.
7.2 Definition of "Real Property Tax". Real property tax means:(i) any
fee, license fee, license tax, business license fee, commercial rental
tax, levy, charge, assessment, penalty or tax imposed by any taxing
authority against the property; (ii) any tax on the Landlord's right to
receive, or the receipt of rent or income from the Property or against
Landlord's business of leasing the Property; (iii) any tax or charge
for fire protection, streets, sidewalks, road maintenance, refuse or
other services provided to the Property by any governmental agency:
(iv)any tax imposed upon this transaction or based upon a re-assessment
of the Property due to a change of ownership, as defined by applicable
Law, other transfer of all or part of Landlord's interest in the
Property; and (v) any charge or fee replacing any tax previously
included within the definition of real property tax." Real property
tax" does not, however, include Landlord's federal or state income,
franchise, inheritance or estate taxes.
7.3 Tax Assessment. Tenant agrees to pay thirty five percent (35%) of
Real Property Tax assessed to the entire parcel owned by Landlord
within fifteen (15) days after receipt of Landlord's written statement.
7.4 Personal Property Tax. (i) Tenant shall pay all taxes charged
against trade fixtures, furnishings, equipment or any other personal
property belonging to Tenant. Tenant shall try to have personal
property taxed separately from the Property. (ii) If any of Tenant's
personal property is taxed with the Premises, Tenant shall pay Landlord
the taxes for the personal property within fifteen (15) days after
Tenant receives a written statement from Landlord for such personal
property taxes.
8. INSURANCE
8.1 Fire and Casualty Insurance. It shall be the responsibility of the
Tenant to insure his equipment, furniture fixtures and other personal
property. Tenant shall insure and keep insured his leasehold
improvements against the perils of fire, lightning, the "Extended
Coverages," vandalism and malicious mischief in an amount sufficient to
provide recovery of not less than ninety percent (90%) of the
replacement value of Tenant's leasehold improvements. Such insurance
shall be made payable to Landlord and Mortgagee (if any) as their
interests may appear. Tenant shall be responsible for any damage to
Premises as a result of forced entry into his space or burglary
thereof. Such insurance provided for hereunder shall be with a company
or companies acceptable to Landlord and shall be procured and paid for
by Tenant, and said policy or policies will be delivered to landlord.
Such insurance may, at Tenant's election, be carried under any General
Blanket Insurance Policy of Tenant; provided, however, that a
satisfactory Certificate of Insurance, together with proof of payment
of the premium, shall be deposited with Landlord.
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Upon Landlord's written request, Tenant agrees to reinvest all
insurance proceeds received from the loss, damage or destruction of the
leasehold improvements to rebuild said improvements in a manner
satisfactory to Landlord, regardless of whether or not Tenant elects to
terminate this Lease as herein provided. In the event Tenant elects to
terminate this Lease as provided in Paragraph 18, and providing said
leasehold improvements are not rebuilt, Tenant does hereby assign all
of his right, title and interest in the insurance proceeds covering
leasehold improvements to Landlord.
Landlord shall insure the Premises (as a Basic Cost) against the perils
of fire, lightning, the "Extended Coverages," vandalism and malicious
mischief in an amount sufficient to provide recovery of not less than
ninety percent (90%) of replacement value exclusive of Tenant's
leasehold improvements.
8.2 Increasing Insurance Risk on Leased Premises. Tenant will not
permit said leased Premises to be used for any purpose which would
render the insurance thereon void or cause cancellation thereof or
increase the insurance risk or insurance premiums in effect at the time
just prior to the commencement of the term of this Lease. Tenant will
not keep, use or sell, or allow to be kept, used or sold in or about
the leased Premises, any articles or material which are prohibited by
law or by standard fire insurance policies of the kind customarily in
force with respect to premises of the same general type as those
covered by this Lease. Tenant further agrees to pay to the Landlord, on
demand, any increase in insurance premiums on the Premises resulting
from Tenant's actions or occupancy, over those premiums in effect at
the time just prior to the commencement of the term of this Lease. A
mutual agreement between Tenant and Landlord must be met prior to any
change in insurance coverage of Landlord Policy that would increase the
payments of Tenant under this Paragraph.
8.3 Liability Insurance and Property Insurance. Tenant will pay it's
proportionate share of the Liability Insurance and Property Insurance
on the building. Tenant shall pay such share to Landlord within fifteen
(15) days after receipt of Landlord's written statement.
9. UTILITIES Tenant shall pay, directly to the appropriate supplier, the cost
of all natural gas, heat, light, power, sewer service, telephone, water,
refuse disposal and other utilities and services supplied to the property.
However, if any services or utilities are jointly metered with other
property, Tenant must pay Tenant's proportionate share of the cost of such
utilities and services and Tenant shall pay such share to Landlord within
fifteen (15) days after Landlord provides Tenant a written receipt of
service or utility.
10. REPAIR AND CARE OF BUILDING Tenant agrees to keep the interior of the
building and the improvements on the Premises in good condition and repair
and agrees to pay for all labor, materials and other repairs, to clean and
paint the interior of the leased Premises as the same may or might be
necessary in order to maintain said Premises in a clean, attractive and
sanitary condition. Tenant agrees to maintain, clean and repair, if needed,
the floor covering within the leases premises. Tenant is responsible for
the cleaning and suppling the restrooms on the Premises during the term of
the lease in the building located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxx Xxxx
Xxxx, Xxxx .
11. REPAIR OF BUILDING BY LANDLORD Landlord agrees, for the term of this Lease,
to maintain the roof in good condition and to repair any latent defects in
the exterior walls, floor joints, and foundations. Landlord shall repair
any defects in the plumbing, electrical, heating and air conditioning
systems prior to the date of occupancy, as well as any damage that might
result from acts of Landlord or Landlord's representatives. Landlord shall
not, however, be obligated to repair any such damage until written notice
of the need of repair shall have been given to Landlord by Tenant, and,
after such notice is so given, landlord shall have a reasonable time in
which to make such repairs.
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12. CONDITION OF THE PREMISES Tenant accepts the leased Premises in the
condition they are in at the time of its taking possession of said
Premises. Tenant agrees, if, during the term of this Lease, Tenant shall
change the usual method of conducting Tenant's business on the leased
Premises, or should Tenant install thereon or therein any new facilities,
or should new laws and regulations be imposed concerning Tenant's
authorized use, Tenant will, at the sole cost and expense of Tenant, make
alterations or improvements in or to the demised Premises which may be
required by reason of any Federal of State law, or by any municipal
ordinance, or regulation applicable thereto.
13. ALTERATION OF BUILDING AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES
Tenant may, with written consent of Landlord, who agrees not to withhold
his consent unnecessarily, but at Tenant's sole cost and expense in a good
workmanlike manner, make such alterations and repairs to the leased
Premises as Tenant may require for the conduct of its business without
materially altering the basic character of the building or improvements, or
weakening any structure on the demised Premises. Tenant shall have the
right, with the written permission of Landlord, to erect, at Tenant's sole
cost and expense, such temporary or permanent partitions, including office
partitions, as may be necessary to facilitate the handling of Tenant's
business and to install telephone equipment and wiring, and electrical
fixtures, additional lights and wiring and other trade appliances. All
installations shall be done in a good workmanlike manner. Any alterations
or improvements to the leased Premises, including partitions, all
electrical fixtures, lights and wiring, shall, at the option of Landlord,
become the property of Landlord, at the expiration or sooner termination of
this Lease. By mutual agreement Tenant shall have the right to change any
leasehold improvements prior to termination of the Lease. Should Landlord
request Tenant to remove all or any part of the above mentioned items,
Tenant shall do so prior to the expiration of this Lease and repair the
Premises as described below. Temporary shelves, bins and machinery
installed by Tenant shall remain the property of Tenant and may be removed
by Tenant at any time; provided, however, that all covenants, including
rent, due hereunder to Landlord shall have been complied with and/or paid.
At the expiration or sooner termination of this Lease, or any extension
thereof, Tenant shall remove said shelves, bins and machinery, and repair,
in a good workmanlike manner, all damage done to the leased premises by
such removal.
14. ERECTION AND REMOVAL OF SIGNS Tenant may, if building policy permits, place
suitable signs on the leased Premises for the purpose of indicating the
nature of the business carried on by Tenant in such Premises; provided,
however, that such signs shall be in keeping with other signs in the
district where the leased Premises are located; and provided, further, that
the location and size of such signs shall be approved by Landlord prior to
their erection. Signs shall be removed prior to the expiration of this
lease and any damage to the leased Premises caused by installation or
removal of signs shall be repaired at expenses of the Tenant. All work
shall be completed in a good workmanlike manner.
15. GLASS Tenant agrees to immediately replace all glass in the Premises broken
or damaged during the term of this Lease with glass of the same quality as
that broken or damaged.
16. RIGHT OF ENTRY BY LANDLORD Tenant shall permit inspection of the premises
during reasonable business hours, with prior 24-hour notification, by
Landlord or Landlord's agents or representatives for the purpose of
ascertaining the condition of the Premises and in order that Landlord may
make such repairs as may be required to be made by Landlord under the terms
of this Lease. Thirty (30) days prior to expiration of this Lease, Landlord
may post suitable notice on the Premises that the same are "For Rent" and
may show the Premises to prospective tenants at reasonable times with
24-hour notification. Landlord may not, however, thereby unnecessarily
interfere with the use of Premises by Tenant.
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17. ASSIGNMENT AND SUBLETTING Neither this Lease nor any interest herein may be
assigned by Tenant voluntarily, involuntarily or by operation of law, and
neither all nor any part of the leased Premises shall be sublet by tenant.
18. DAMAGE OR DESTRUCTION If the Premises or any part thereof shall be damaged
or destroyed by fire or other casualty, Landlord shall promptly repair all
such damage and restore the demised Premises without expense or interest to
Tenant, subject to delays due to adjustment of insurance claims, strikes
and other causes beyond Landlord's control. If such damage or destruction
shall render the Premises untenantable in whole or in part, the rent shall
be abated wholly or proportionately as the case may be until the damage
shall be repaired and the Premises restored. If the damage or destruction
shall be so extensive as to require the substantial rebuilding, i.e.
expenditure of fifty percent (50%) or more of replacement cost of the
building or buildings on the Premises, Landlord or Tenant may elect to
terminate this Lease by written notice to the other given within thirty
(30) days after occurrence of such damage or destruction.
Landlord and Tenant hereby release each other from responsibility for loss
or damage occurring on or to the leased Premises or the premises of which
they are a part or to the contents of either thereof, caused by fire or
other hazards ordinarily covered by fire and extended coverage insurance
policies and each waives all rights of recovery against the other for such
loss of damage. Willful misconduct lawfully attributed to either party,
whether in whole or in part, as a contributing cause of the casualty giving
rise to the loss or damage, shall not be excused under the foregoing
release and waiver.
19. INJURIES AND PROPERTY DAMAGE Tenant agrees to indemnify and hold harmless
Landlord of and from any and all claims of any kind or nature arising from
Tenant's use of the demised Premises during the term hereof, and Tenant
hereby waives all claims against Landlord for damage to goods, wares,
merchandise or for injury to persons in and upon the Premises from any
cause whatsoever, except such as might result from the negligence of
Landlord or Landlord's representatives or from performance by Landlord.
Tenant shall at all times during the term hereof keep in effect with
responsible companies liability insurance in the names of and for the
benefit of Tenant and Landlord with limits as follows:
Bodily Injury, $500,000 each occurrence; Property Damage, $100,000; or in
lieu thereof, a combined limit of bodily injury and property damage
liability of not less than $1,000,000.
Such insurance may, at Tenant's election, be carried under any general
blanket coverage of Tenant. A renewal policy shall be procured not less
than ten (10) days prior to the expiration of any policy. Each original
policy or a certified copy thereof, or a satisfactory certificate of the
insured evidencing insurance carried with proof of payment of the premium
shall be deposited with Landlord. Tenant shall have the right to settle and
adjust all liability claims and all other claims against the insuring
companies, but without subjecting Landlord to any liability or obligation.
20. SURRENDER OF PREMISES Tenant agrees to surrender the leased Premises at the
expiration or sooner termination of this Lease, or any extension thereof,
in the same condition as when said Premises were delivered to Tenant, or as
altered, pursuant to the provisions of this Lease, ordinary wear, tear and
damage by the elements excepted, and tenant shall remove all its personal
property.
21. HOLDOVER Should the Landlord permit Tenant to holdover the leased Premises
or any part thereof after the expiration of the term of this Lease, then
and unless otherwise agreed in writing, such holding over shall constitute
a tenancy from month to month only, and shall in no event be construed as a
renewal of this
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Lease and all provisions of this Lease not inconsistent with a tenancy from
month to month shall remain in full force and effect during the month to
month tenancy. Once Holdover commences, Tenant shall be required to give
Landlord thirty (30) days prior written notice of its intent to vacate the
Premises. The rental for the month to month tenancy shall be on twenty five
percent (25%) then the tenant's actual rent at that time.
22. QUIET ENJOYMENT If and so long as Tenant pays the rents reserved by this
Lease and performs and observes all the covenants and provisions hereof,
Tenant shall quietly enjoy the demised Premises, subject, however, to the
terms of this Lease, and Landlord will warrant and defend Tenant in the
enjoyment and peaceful possession of the demised Premises throughout the
terms of this Lease.
23. NO SMOKING ENVIRONMENT Tenant agrees that the premises are smoke free and
that the use of any smoking product within the building is an event of
default under this lease. Smoking product includes but is not limited to
cigarettes, cigars and pipes.
24. WAIVER OF COVENANTS The failure of any party to enforce the provisions of
this Agreement shall not constitute a waiver unless specifically stated in
writing, signed by the party whose rights are deemed waived, regardless of
a party's knowledge of a breach hereunder.
25 DEFAULT If Tenant shall make default in the fulfillment of any of the
covenants and conditions hereof except default in payment of rent, Landlord
may, at its option, after fifteen (15) days prior written notice to Tenant,
make performance for Tenant and for that purpose advance such amounts as
may be necessary. Any amounts so advanced, or any expense incurred, or sum
of money paid by Landlord by reason of the failure of Tenant to comply with
any covenant, agreement, obligation or provision of this Lease, or in
defending any action to which Landlord may be subjected by reason of any
such failure, shall be deemed to be Additional Rent for the leased Premises
under Section 4 of this Lease and shall be due and payable to Landlord on
demand. The acceptance by Landlord of any installment of fixed rent, or of
any Additional Rent due under this or any other Paragraph of this Lease,
shall not be a waiver of any other rent then due nor of the right to demand
the performance of any other obligation of the Tenant under this Lease.
Interest shall be paid to Landlord on all sums advanced by Landlord at an
annual interest rate of ten percent (10%).
If Tenant shall make default in fulfillment of any of the covenants or
conditions of this Lease (other than the covenants for the payment of rent
or other amounts) and any such default shall continue for a period of
fifteen (15) days after written notice, then Landlord may, at its option,
terminate this Lease by giving Tenant written notice of such termination
and, thereupon, this Lease shall expire as fully and completely as if that
day were the date definitely fixed for the expiration of the terms of this
Lease and Tenant shall quit and surrender the leased Premises.
26. DEFAULT IN RENT, INSOLVENCY OF TENANT If Tenant shall make default in the
payment of the rent reserved hereunder, or any part thereof, or in making
any other payment herein provided for, and any such default shall continue
for a period of ten (10) days, or if the leased Premises or any part
thereof shall be abandoned or vacated or if Tenant shall be legally
dismissed therefrom by or under any authority other than Landlord, or it
Tenant shall file a voluntary petition in bankruptcy or if Tenant shall
file any petition or institute any proceedings under any insolvency or
Bankruptcy Act or any amendment thereto hereafter made, seeking to effect
its reorganization or a composition with its creditors, or if in any
proceedings based on the insolvency of Tenant or relating to bankruptcy
proceedings, a receiver or trustee shall be appointed for Tenant or the
leased Premises or if any proceedings shall be commenced for the
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reorganization of tenant or if the leasehold estate created hereby shall be
taken on execution or by any process of law or if Tenant shall admit in
writing its inability to pay its obligations generally as they become due,
then Landlord, in addition to any other rights or remedies it may have,
Landlord may elect to re-enter as herein provided or Landlord may take
possession pursuant to this Lease and re-let said Premises or any part
thereof for such term or terms (which may be for a term extending beyond
the term of this Lease) and at such rental or rentals and upon such other
terms and conditions as Landlord in the exercise of Landlord's sole
discretion may deem advisable with the right to make alterations and
repairs to said Premises. Upon each such re-letting, Tenant shall be
immediately liable for and shall pay to Landlord, in addition to any
indebtedness due hereunder, the costs and expenses of such re-letting
including advertising costs, brokerage fees, any reasonable attorneys' fees
incurred, the cost of any alterations or repairs required to be performed
by Landlord and the amount, if any, by which the rent reserved in this
Lease for the period of such re-letting (up to but not beyond the term of
this Lease) exceeds the amount agreed to be paid as rent for the Premises
for said period of such re-letting. If Tenant has been credited with any
rent to be received by such re-letting and such rents shall not be promptly
paid to Landlord by the new Tenant, such deficiency shall be calculated and
paid monthly by Tenant. No such re-entry or taking possession of the
Premises by Landlord shall be construed as an election by Landlord to
terminate this Lease unless the termination thereof be decreed by a court
of competent jurisdiction or stated specifically by the Landlord in writing
addressed to Tenant. 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 remedy Landlord may have,
Landlord may recover from Tenant all damages Landlord may incur by reason
of such breach, including the cost of recovering the Premises, including
attorneys' fees, court costs, and storage charges 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 the remainder of the stated
term, all of which amounts shall be immediately due and payable from Tenant
to Landlord, In no event, shall this Lease or any rights or privileges
hereunder be an asset of Tenant under any bankruptcy, insolvency or
reorganization proceedings.
27. ENFORCEMENT In the event either party shall enforce the terms of the Lease
by suit or otherwise, the party at fault shall pay the costs and expenses
incident thereto, including a reasonable attorney's fee.
28. FAILURE TO PERFORM COVENANT Any failure on the part of either party to this
Lease to perform any obligation hereunder shall be excused if such failure
or delay is caused by any strike, lockout, governmental restriction or any
similar cause beyond the control of the party so failing to perform, to the
extend and for the period that such continues.
29. RIGHTS OF SUCCESSORS AND ASSIGNS The covenants and agreements contained in
this Lease will apply to, inure to the benefit of, and be binding upon the
parties hereto, their heirs, distributees, executors, administrators, legal
representatives, assigns, and upon their respective successors in interest,
except as expressly otherwise herein above provided.
30. TIME Time is of the essence for this Lease and every term, covenant and
condition herein contained.
31. LIENS Tenant agrees not to permit any lien for monies owing by Tenant to
remain against the leased Premises for a period of more than thirty (30)
days following discovery of the same by Tenant; provided, however, that
nothing herein contained shall prevent Tenant, in good faith and for good
cause, from contesting in the courts the claim or claims of any person,
firm or corporation growing out of Tenant's operation of the Premises or
costs of improvements by Tenant on the Premises, and the postponement of
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payment of such claim or claims, until such contest shall finally be
decided by the courts. Should any such lien be filed and not released or
discharged or action not commenced to declare the same invalid within
thirty (30) days after discovery of the same by Tenant, Landlord may at
Landlord's option (but without any obligation to do so) pay and discharge
such lien and may likewise pay and discharge any taxes, assessments or
other charges against the leased Premises which Tenant is obligated to pay
and which may or might become a lien on said Premises. Tenant agrees to
repay any sum so paid by Landlord upon demand therefore as provided for in
Paragraph 21 herein.
32. CONSTRUCTION OF LEASE Words of gender used in this Lease shall be held to
include any other gender, and words in the singular number shall be held to
include the plural when the context requires.
33. PARAGRAPH HEADINGS The paragraph heading as to the contents of particular
paragraphs herein, are inserted only for convenience and are in no way to
be construed as part of such paragraph or as a limitation on the scope of
the particular paragraph to which they refer.
34. NOTICES It is agreed that the legal address of the parties for all notices
required or permitted to be given hereunder, or for purposes of billing,
process, correspondence, and any other legal purposes whatsoever, shall be
deemed sufficient if given by communication in writing by United States
mail, postage prepaid and addressed as follows:
If to Landlord, at the following address:
A-Z South State Corporation
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Tel. 000-000-0000
Fax 000-000-0000
If to Tenant, at the following address:
Xxxxx Xxxxxxx and Xxxx Xxxxxxx
0000 Xxxxx Xxxxx Xxxxxx
XXX, Xxxx 00000
35. GOVERNING LAW AND VENUE The validity, interpretation, and performance of
this Lease shall be governed by the laws of the State of Utah, without
regard to its law on the conflict of laws. Any dispute arising out of this
Lease shall be brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all statutes, laws and
treaties which would allow or require any dispute to be decided in another
forum or by other rules of decision than provided in this Lease.
36. DOCUMENTATION The parties hereto agree to execute such additional
documentation as may be necessary or desirable to carry out the intent of
this Lease.
37. CONTINGENCY REGARDING USE This Lease is contingent upon there being no
restrictions, covenants, agreements, laws, ordinances, rules or regulations
which would prohibit Tenant from using the above described Premises for the
purposes described herein.
38. INDEMNIFICATION OF LANDLORD Tenant, as a material part of the consideration
to be rendered to Landlord under this Lease, shall hold Landlord exempt and
harmless from any damage or injury to any person or the goods, wares and
merchandise of any person arising from the use of the Premises by Tenant,
or from the failure of Tenant to keep the Premises in good condition and
repair as herein provided.
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39. EMINENT DOMAIN If at any time during the term of this Lease the entire
Premises or any part thereof shall be taken as result of the exercise of
the power of eminent domain or by an agreement in lieu thereof, this Lease
shall terminate as to the part so taken as of the date possession is taken
by the condemning authority.
If all or any substantial portion of the Premises shall be taken, Landlord
may terminate this Lease at its option by giving Tenant written notice of
such termination within thirty (30) days of such taking. If the portion of
the Premises taken is so substantial that Tenant's use of the Premises is
substantially impaired, Tenant may terminate this Lease at its option, but
after giving Landlord written notice of such termination within thirty (30)
days of such taking. If neither party terminates this Lease pursuant to
this Article, this Lease shall remain in full force and effect, except that
the rent payable by Tenant hereunder shall be reduced in the proportion
that the area of the Premises so taken bears to the total Premises.
Landlord shall be entitled to and Tenant hereby assigns to Landlord the
entire amount of any award in connection with such a taking. Nothing in
this Section shall give Landlord any interest in or preclude Tenant from
seeking, on its own account, any award attributable to the taking of
personal property or trade fixtures belonging to Tenant, or for the
interruption of Tenant's business.
40. REPRESENTATION REGARDING AUTHORITY The persons who have executed this Lease
represent and warrant that they are duly authorized to execute this Lease
in the capacities indicated below.
41. ENTIRE AGREEMENT This Lease constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior
discussions, understandings and agreements. This Lease may not be altered
or amended except by a subsequent written agreement executed by all of the
parties hereto.
42. REVIEW OF DOCUMENTS The parties hereto represent that they have read and
understand the terms of this Lease and that they have sought legal counsel
to the extent deemed necessary in order to protect their respective
interests.
43. KEYS AND LOCKS Tenant shall not change locks or install other locks on
doors without the written consent of the Landlord who agrees not to
unreasonably withhold its consent. Tenant upon the termination of the
tenancy shall deliver to the Landlord all the keys to the Premises that
have been furnished to Tenant.
44. AUCTION, FIRE OR BANKRUPTCY SALE Tenant shall not conduct any auction nor
permit any fire or bankruptcy sale to be held on the Premises.
45. ESTOPPEL CERTIFICATE
45.1 Landlord's Right to Estoppel Certificate. Tenant shall, within
fifteen (15) days after Landlord's request, execute and deliver to
Landlord a written declaration in recordable form: (1) ratifying this
Lease; (2) expressing the Commencement Date and termination date
hereof; (3) certifying that this Lease is in full force and effect and
has not been assigned, modified, supplemented or amended (except by
such writing as shall be stated); (4) stating that all conditions under
this Lease to be performed by Landlord have been satisfied; (5) stating
that there are no defenses or offsets against the enforcement of this
Lease by the Landlord, or stating those claimed by Tenant; (6) stating
the amount of advance rental, if any (or none if such is the case),
paid by Tenant; (7) stating the date to which rental has been paid; (8)
stating the amount of security deposited with Landlord; and (9) stating
such other information as Landlord may reasonably request. Landlord's
mortgage lenders and/or purchasers may be entitled to rely upon such
declaration.
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45.2 Effect of Failure to Provide Estoppel Certificate. If Tenant fails
to furnish any Estoppel Certificate within fifteen (15) days after a
request made pursuant to the above Paragraph, its shall be conclusively
presumed that: (a) this Lease is in full force and effect without
modification in accordance with the terms set forth in the request; (b)
that there are no unusual breaches or defaults on the part of the
Landlord; and (C) that no more than one (1) month's rent has been paid
in advance.
LANDLORD AND TENANT HAVE SIGNED THIS LEASE AT THE PLACE AND ON THE DATES
SPECIFIED ADJACENT TO THEIR SIGNATURES BELOW AND HAVE INITIALED ALL RIDERS WHICH
ARE ATTACHED TO OR INCORPORATED BY REFERENCE IN THIS LEASE
SPACE IS LEASED IN "AS IS" CONDITION
Signed on December 7, 2000 By: /s/ Xxxxxxx X. Xxxxxx
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at ________________________________ Title: President
Signed on December 8,, 2000 By: /s/ Xxxxx Xxxxxxx
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at ________________________________ Title: Owner
CONSULT YOUR ATTORNEY - This document has been prepared for approval by your
attorney. No representation or recommendation is made as to the legal
sufficiency, legal effect, or tax consequences of this document or the
transaction to which it relates. These are questions for your attorney.
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