COMMERCIAL SPACE LEASE
EXHIBIT
10.3
Version
31 Jan 2006
1. Parties.
This
lease dated February 1, 2006 is made by and between, ▇▇▇▇▇▇▇▇
PROPERTIES,
a
partnership (herein called “LANDLORD”) and
CHAPEAU, INC.dba
BLUEPOINT ENERGY, INC.
(herein
called “TENANT”).
Said
Lease is subject to the terms, covenants, and conditions herein set forth and
the TENANT covenants as a material part of the consideration for this Lease
to
keep and perform each and all of said terms, covenants, and conditions by it
to
be kept and performed and that this Lease is made upon the conditions of said
performance.
2. Premises.
LANDLORD does hereby lease to TENANT and TENANT hereby leases from LANDLORD,
that certain space as set forth in Exhibit “C”, attached hereto and by this
reference incorporated herein, including equipment located therein, (herein
called “PREMISES”), said PREMISES having an area of approximately 45,028
square
feet.
3. Term.
The
term of this Lease shall be for THREE (3) YEARS commencing on the 1st
day of
February,
2006,
and
ending on the 31st day
of
January,
2009.
Provided
that TENANT is in compliance with the terms of this Lease, TENANT shall have
an
option to extend this Lease upon the same terms, save and except for rent,
for
an additional term of TWO (2) years, such option to be exercised in writing
by
TENANT not later than Sixty (60) days prior to expiration of the original
term.
4. Rent.
TENANT
agrees to pay to LANDLORD as rental for the PREMISES:
(a)
the
sum of Eighteen Thousand One Hundred Eighty-six and 00/100 Dollars ($18,186.00)
per month for months ONE through TWELVE of the term hereof;
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(b)
the
sum of Eighteen Thousand Seven Hundred Thirty-one and 00/100 Dollars
($18,731.00) per month for months THIRTEEN through TWENY-FOUR of the term
hereof;
(c)
the
sum of Nineteen Thousand Two Hundred Ninety-three and 00/100 Dollars
($19,293.00) per month for months TWENTY-FIVE through THIRTY-SIX of the term
hereof.
Rent
shall be due on or before the first day of the first full calendar month of
the
term hereof and a like sum on or before the first day of each and every
successive calendar month thereafter during any term hereof. Rent for any period
during the term hereof which is for less than one (1) month shall be prorated,
based upon a thirty (30) day month. Said rental amount shall be paid to
LANDLORD, without deduction or off set, to such person as LANDLORD may, from
time to time, designate in writing.
The
rental amounts set forth herein include any real property taxes and assessments
assessed and levied against the PREMISES and LANDLORD’S insurance premiums upon
the PREMISES for fire and extended coverage at rates in force at the beginning
of the lease. If the rates of either or both of the property taxes and
LANDLORD’S insurance premiums increase faster than the base rate of escalation
of rents stated above, the portion of the increased costs exceeding the base
rate shall be apportioned to TENANT. Apportionment shall reflect building space
occupied by TENANT relative to total building area subject to property tax
and/or insurance premiums. TENANT'S share of the excess costs shall be paid
in
equal monthly payments at the same time as rent payments.
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5. Security
Deposit.
TENANT
will deposit with LANDLORD the sum of ($19,293.00) to be held as security for
the faithful performance by TENANT of all the terms, covenants, and conditions
of this Lease to be kept and performed by TENANT during any term hereof. If
TENANT defaults with respect to any provision of this Lease including, but
not
limited to the provisions relating to the payment of rent, LANDLORD may (but
shall not be required to) use apply, or retain all or any part of this security
deposit for the payment of any rent or any other sum in default, or for the
payment of any amounts which LANDLORD may spend or become obligated to spend
by
reason of TENANT’S default, or to compensate LANDLORD for any other loss or
damage which LANDLORD may suffer by reason of TNENAT’S default. If any portion
of said deposit is so used for applied, TENANT shall, within five (5) days
after
written demand therefor, deposit cash with LANDLORD in an amount sufficient
to
restore the security deposit to its original amount. LANDLORD shall not be
required to keep this security deposit separate from its general funds and
TENANT shall not be entitled to interest on such deposit. If TENANT shall fully
and faithfully perform every provision of this Lease to be performed by it,
the
security deposit, or any balance thereof, shall be returned to TENANT at the
expiration of the Lease.
6. Use.
TENANT
shall use the PREMISES
for
Production
of Co-generation Equipment and Stamped Metal Products
Purposes
and shall not use or permit the PREMISES to be used for any other purpose
without the prior written consent of LANDLORD.
TENANT
shall not do or permit anything to be done in or about the PREMISES nor bring
or
keep anything therein which will in any way increase the existing rate of or
affect any fire or other insurance upon the PREMISES, the building complex,
or
any of its contents, or cause cancellation of any insurance policy covering
said
Complex or any part thereof, or any of its contents.
TENANT
shall not keep, maintain, place, or store any article of any nature,
particularly refuse or garbage, in or about the exterior of the
PREMISES.
TENANT
shall not do or permit anything to be done in or about the PREMISES which will,
in any way, obstruct or interfere with the rights of other tenants or occupants
of the Complex or injury or annoy them or use or allow the PREMISES to be used
for any improper, immoral, unlawful, or objectionable purpose, nor shall TENANT
cause, maintain, or permit any nuisance in, or, or about the PREMISES. TENANT
shall not commit or suffer to be committed any waste in or upon the
PREMISES.
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TENANT
shall not use the PREMISES or permit anything to be done in or about the
PREMISES which will, in any way, conflict with any law, statute, ordinance,
or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated.
In
the
event that TENANT shall do or permit anything to be done in violation of these
usage provisions, LANDLORD shall have, in addition to all other remedies, the
right, but not the duty, to take reasonable steps to enforce compliance
therewith and, should LANDLORD incur any cost or damages as a result of such
violation, TENANT shall immediately pay the same to LANDLORD.
7. Improvements,
Alterations and Additions.
TENANT
shall not make any alterations, additions, or improvements to or of the PREMISES
or any part thereof without the written consent of LANDLORD first had and
obtained: and any alterations, additions or improvements to or of said PREMISES,
excepting movable furniture and trade fixtures, shall on the expiration of
the
term, become a part of the realty and belong to the LANDLORD and shall be
surrendered with the PREMISES. In the event LANDLORD consents to the making
of
any alterations, additions, or improvements to the PREMISES by TENANT, the
same
shall be made by TENANT at TENANT’S sole cost and expense, and any contract or
person selected by TENANT to make the same must first be approved of, in
writing, by the LANDLORD.
TENANT
has requested that LANDLORD provide additional office space in ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇. Within 90 days of the effective date of this lease, LANDLORD will
present a plan and cost estimate for the additional office space based on
LANDLORD’S understanding of TENANT'S requirements. Upon written approval of the
plan by TENANT and issuance of a building permit for the improvements, LANDLORD
will cause construction of the additional office space in accordance with the
plan. Prior to construction, LANDLORD and TENANT will amend this lease to adjust
the rent to recover the costs of construction and financing over the remaining
initial term of the lease. Any additional costs due to changes requested by
TENANT after written approval of the plan will be the financial responsibility
of TENANT. Such additional costs will be payable when incurred. After completion
of this planned construction, TENANT will be responsible for any other
improvements or additions and will be governed by the requirements of this
section.
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TENANT
accepts the PREMISES in “as is” condition including alterations, additions,
improvements, and pre-existing damage made or accepted by the previous tenant
and assumes all responsibility and expense for removal and repair as required
by
LANDLORD .
Upon
the expiration or sooner termination of the term hereof, TENANT shall, upon
written demand by LANDLORD, given at least thirty (30) days prior to the end
of
the term, at TENANT’S sole cost and expense, forthwith remove any such
alterations, additions, or improvements designated by LANDLORD and repair any
damage to the PREMISES caused by such removal.
8. Condition
of Premises and Repairs.
By
taking possession of the PREMISES, TENANT shall be deemed to have accepted
the
PREMISES as being in good, sanitary order, condition, and repair. TENANT shall,
at TENANT’S sole cost and expense during any term hereof, keep the PREMISES and
every part thereof including but not limited to all entry and loading doors
and
interior doors and windows, in good condition and repair, ordinary wear and
tear
excepted.
Except
as
specifically provided herein, LANDLORD shall have no obligation whatsoever
to
alter, remodel, improve, repair, decorate, or paint the PREMISES or any part
thereof; and the parties hereto affirm that LANDLORD has made no representations
to TENANT respecting the condition of the PREMISES or the building complex
except as specifically herein set forth.
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LANDLORD
shall repair and maintain the structural portions and exterior walls of the
Building Complex and PREMISES (except doors and windows therein). TENANT shall
maintain and repair any basic plumbing, air conditioning, heating, and
electrical systems installed or furnished by LANDLORD. LANDLORD shall not be
liable for any failure to make any such repairs or to perform any maintenance
unless such failure shall persist for an unreasonable time after written notice
of the need of such repairs or maintenance is given to LANDLORD by TENANT.
Except as provided herein, there shall be no abatement of rent and no liability
of LANDLORD by reason of any injury to or interference with TENANT’S business
arising from the making or any repairs, alterations, or improvements in or
to
any portion of the Building Complex or the PREMISES or in or to fixtures,
appurtenances, and equipment therein.
9. Liens.
TENANT
shall keep the PREMISES and the property in which the PREMISES are situated
free
from any liens arising out of any work performed, materials furnished, or
obligations incurred by TENANT. LANDLORD may require, at LANDLORD’S sole option,
that TENANT shall provide to LANDLORD, at TENANT’S sole cost and expense, a lien
and completion bond in an amount equal to one and one-half (1 ½) times any and
all estimated cost of any improvements, additions, or alterations in the
PREMISES, to insure LANDLORD against any liability for mechanic’s and material
men’s liens and to insure completion of the work.
10. Assignment
and Subletting.
TENANT
shall not either voluntarily or by operation of law, assign, transfer, mortgage,
pledge, hypothecate, or encumber 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 employees, agents,
servants, and invitees of TENANT excepted) to occupy or use the said PREMISES,
or any portion thereof, without the written consent of LANDLORD first had and
obtained.
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11.
Hold
Harmless.
TENANT
shall indemnify and hold harmless LANDLORD against and from any and all claims
arising from TENANT’S use of the PREMISES or the conduct of its business or from
any activity, work, or other thing done, permitted or suffered by the TENANT
in
or about the PREMISES or Building Complex and shall further indemnify ad hold
harmless LANDLORD against and from any and all claims arising from any breach
or
default in the performance of any obligation on TENANT’S part to be performed
under the terms of this Lease, or arising from any act or negligence of the
TENANT, or any officer, agent, employee, guest, or invitee of TENANT, and from
all and against all cost, attorney’s fees, expenses, and liabilities incurred in
or about any such claim or any action or proceeding brought thereon, and in
case
any action or proceeding be brought against LANDLORD by reason of any such
claim, TENANT, upon notice from LANDLORD, shall defend the same at TENANT’S
expense by counsel reasonably satisfactory to LANDLORD. TENANT, as a material
part of the consideration to LANDLORD, hereby assumes all risk of and waives
all
claims in respect of damage to property or injury to persons, in, upon, or
about
the PREMISES and Building Complex from any cause other than LANDLORD’S
negligence.
LANDLORD
or its agent shall not be liable for any damage to property entrusted to
employees of LANDLORD nor for loss or damage to TENANT’S property by theft or
otherwise, nor for any injury to or damage to persons or property resulting
from
fire, explosions, falling plaster, gas, electricity, water, or rain which may
leak from any part of the Building Complex or from the pipes, appliances, or
plumbing works therein or from the roof, street, or subsurface or from any
other
place, resulting from dampness or any other cause whatsoever, unless caused
by
or due to the negligence or LANDLORD, its agents, servants, or employees.
LANDLORD or its agent shall not be liable for interference with the light or
other incorporeal hereditaments, loss of business by TENANT, nor shall LANDLORD
be liable for any latent defect in the PREMISES or in the building. TENANT
shall
give prompt notice to LANDLORD in case of fire or accident in the PREMISES
or in
the Building Complex or of defects therein or in the fixtures or
equipment.
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12.
Subrogation.
As long
as their respective insurers so permit, LANDLORD and TENANT hereby mutually
waive their respective rights of recovery against each other for any loss
insured by fire, extended coverage and other property insurance policies
existing for the benefit or the respective parties. Each party shall obtain
any
special endorsement, if required, by their insurer to evidence compliance with
the aforementioned waiver.
13.
Insurance.
TENANT
shall, at TENANT’S expense, obtain and keep in force during any term of this
Lease a policy of comprehensive public liability insurance in amounts or ONE
MILLION DOLLARS ($1,000,000.00), insuring LADLORD and TENANT against any
liability arising out of the ownership, use, occupancy, or maintenance of the
PREMISES and all areas appurtenant thereto and the use of motor vehicles in
connection therewith by TENANT, its officers, agents, employees, and invitees.
The limit of said insurance shall not, however, limit the liability of the
TENANT hereunder. Further, TENANT shall maintain comprehensive, extended
coverage insurance upon its property upon the PREMISES. TENANT shall deliver
to
LANDLORD prior to occupancy of the PREMISES, copies of policies of insurance
required herein or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to LANDLORD. No policy shall
be
cancel able or subject to reduction of coverage except after ten (10) days
prior
written notice to LANDLORD.
14.
Utilities.
LANDLORD shall furnish to TENANT at the PREMISES reasonable water and sewer
service without any charge. TENANT shall pay all charges for any or its other
utility services including trash removal.
15.
Rules
and Regulations.
TENANT
shall faithfully observe and comply with the rules and regulations that LANDLORD
shall, from time to time, promulgate. LANDLORD reserves the right, from time
to
time, to make all reasonable modifications to said rules. The additions and
modifications to those rules shall be binding upon LANDLORD delivering of a
copy
of them to TENANT. LANDLORD shall not be responsible to TENANT for the
nonperformance of any of said rules by any other tenants or
occupants.
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16.
Entry
by Landlord.
LANDLORD reserves and shall at any and all times have the right to enter the
PREMISES, inspect the same, supply any service to be provided by LANDLORD to
TENANT hereunder, to submit said PREMISES to prospective purchasers or tenants,
to post notice of non-responsibility, and to alter, improve, or repair the
PREMISES and any portion of the Building Complex of which the PREMISES are
a
part that LANDLORD may deem necessary or desirable, without abatement of rent,
and may for that purpose erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed. TENANT hereby
waives any claim for damages or for any injury or inconvenience to or
interference with TENANT’S business, any loss of occupancy, or quiet enjoyment
of the PREMISES, and any other loss occasioned thereby. For each of the
aforesaid purposes, LANDLORD shall at all times have and retain a key with
which
to unlock all of the doors in, upon, and about the PREMISES, excluding TENANT’S
vaults, safes, and files, and LANDLORD shall have the right to use any and
all
means which LANDLORD may deem proper to open said doors in an emergency, in
order to obtain entry to the PREMISES except for any failure to exercise due
care for TENANT’S property. Any entry to the PREMISES obtained by LANDLORD by
any of said means, or otherwise, shall not, under any circumstances be construed
or deemed to be a forcible or unlawful entry into, or a detainer of, the
PREMISES, or an eviction of TENANT from the PREMISES or any portion
thereof.
17.
Reconstruction.
In the
event the PREMISES or the Building Complex or which the PREMISES are a part
are
damaged by fire or other perils covered by extended coverage insurance, LANDLORD
agrees to forthwith repair the same; and this Lease shall remain in full force
and effect, except that TENANT shall be entitled to a proportionate reduction
of
the rent while such repairs are being made, such proportionate reduction to
be
based upon the extent to which the making of such repairs shall materially
interfere with the business carried on by the TENANT in the PREMISES. If the
damage is due to the fault or neglect of TENANT or its employees, there shall
be
no abatement of rent.
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In
the
event the PREMISES or the Building of which the PREMISES are a part are damaged
as a result of any cause other than the perils covered by fire and extended
coverage insurance, then LANDLORD shall have the option: (1) to repair or
restore such damage, this Lease continuing in full force and effect, but the
rent to be proportionately reduced as herein above in this Article provided;
or
(2) give notice to TENANT at any time within thirty (30) and no more than sixty
(60) days the giving of such notice. In the event of giving such notice, this
Lease shall expire and all interest of the TENANT in the PREMISES shall
terminate on the date so specified in such notice and the rent, reduced by
a
proportionate amount, based upon the extent, if any, to which such damage
materially interfered with the business carried on by the TENANT in the
PREMISES, shall be paid up to date of such termination.
LANDLORD,
shall not be required to repair any injury or damage by fire, or other cause,
to
any panels, decoration, office fixtures, railings, floor covering, partitions,
or any other property installed in the PREMISES by TENANT.
TENANT
shall not be entitled to any compensation or damages from LANDLORD for loss
of
the use of the whole or any part of the PREMISES, TENANT’S personal property, or
any inconvenience or annoyance occasioned by such damage, repair,
reconstruction, or restoration.
18.
Default.
The
occurrence of any one or more of the following events shall constitute a default
and breach of this Lease by TENANT:
(a)
The
vacating or abandonment of the PREMISES by TENANT.
(b)
The
failure by TENANT to make any payment of rent or any other payment required
to
be made by TENANT hereunder, as and when due.
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(c) Except
as
to payment of rent or other payments received of TENANT hereunder, the failure
by TENANT to observe or perform any of the other covenants, conditions, or
provisions of this Lease to be observed or performed by TENANT where such
failure shall continue for a period of five (5) days after written notice
thereof by LANDLORD to TENANT; provided, however, that if the nature of TENANT’S
default is such that more than five (5) days are reasonably required for its
cure, then TENANT shall not be deemed to be in default if TENANT commences
such
cure within said five (5) day period and thereafter diligently prosecutes such
cure to completion.
19.
Remedies
in Default
. In the
event of any such material default or breach by TENANT, LANDLORD may at any
time
thereafter, with or without notice or demand and without limiting LANDLORD
in
the exercise of a right or remedy which LANDLORD may have by reason of such
default or breach:
(a)
Terminate TENANT’S right to possession of the PREMISES by any lawful means, in
which case this Lease shall terminate and TENANT shall immediately surrender
possession of the PREMISES to LANDLORD. In such event LANDLORD shall be entitled
to recover from TENANT all damages incurred by LANDLORD by reason of TENANT’S
default, including but not limited to, the cost of recovering possession of
the
PREMISES; expenses of re-letting, including necessary renovation and alteration
of the PREMISES, reasonable attorney’s fees, the worth at the time of award by
the Court having jurisdiction thereof of the amount by which the unpaid rent
for
the balance of the term after the time of such award exceeds the amount of
such
rental loss for the same period that TENANT proves could be reasonably
avoided.
In
the
event TENANT shall have abandoned the PREMISES, LANDLORD shall have the option
of: (a) taking possession of the PREMISES and recovering from TENANT the amount
specified in this paragraph; or (b) proceeding under the provisions of the
following paragraph.
(b)
Maintain
TENANT’S right to possession, in which case this Lease shall continue in effect
whether or not TENANT shall have abandoned the PREMISES. In such event LANDLORD
shall be entitled to enforce all of LANDLORD’S rights and remedies under this
Lease, including the right to recover the rent as it becomes due
hereunder.
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(c)
Pursue
any other remedy now or hereafter available to LANDLORD under the laws or
judicial decision of the State of Nevada without election.
20.
Parking.
TENANT
shall have the right to use SIX (6) designated parking spaces at ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and EIGHTEEN parking spaces at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as LANDLORD shall
specify to be located adjacent or near to TENANT’S PREMISES. Said parking spaces
are delineated on Exhibit “C”, attached hereto. LANDLORD shall have the right
during the term hereof and any extended term, to change the location of said
parking spaces upon sixty (60) days written notice to TENANT.
TENANT
shall not use or permit to be used any spaces other than the designated parking
spaces except upon the prior written consent of LANDLORD.
21.
Snow
Removal.
LANDLORD will have parking areas and driveways plowed when there is a six (6)
inch accumulation of snow on the ground. It is the TENANT’S responsibility to
shovel the snow on the sidewalk fronting TENANT’S leased PREMISES.
22.
Signs.
TENANT
shall not place or erect any signs of any nature on any part of the PEMISES
or
LANDLORD’S property adjacent to the PREMISES without prior written approval of
LANDLORD.
23.
General
Provisions.
(a)
NOTICE.
All
notices and demands which may or are to be required or permitted to be given
by
either party to the other hereunder shall be in writing. All notices and demands
by the LANDLORD to the TENANT shall be sent by United States Mail, postage
prepaid, addressed to the TENANT at the PREMISES, or to such other place as
TENANT may, from time to time, designate in a notice to the LANDLORD. All
notices and demands by the TENANT to the LANDLORD shall be sent by United States
Mail, postage prepaid, addressed to the LANDLORD at the Office of the Building,
or to such other person or place as the LANDLORD may, from time to time,
designate in a notice to the TENANT.
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(b)
TIME.
Time is
of the essence of this Lease and each and all of its provisions in which
performance is a factor.
(c)
SUCCESSORS
AND ASSIGNS.
The
covenants and conditions herein contained, subject to the provisions as to
assignment, apply to and bind the heirs, successors, executors, administrators,
and assigns of the parties hereto.
(d)
LATE
CHARGES, DISHONORED CHECKS, AND INTEREST.
If any
installment of rent or of a sum due from TENANT shall not be received by
LANDLORD within five (5) days from the date due, then TENANT shall pay to
LANDLORD a late charge equal to Ten Percent (10%) of such overdue amount. The
parties hereby agree that such late charges represent a fair and reasonable
estimate of the costs that LANDLORD will incur by reason of the late payment
by
TENANT. Any amount due LANDLORD hereunder not paid when due shall bear interest
at the maximum rate then allowable by law, not less than Twelve Percent (12%),
from the due date. Interest shall not be payable on late charges, nor on any
amounts upon which late charges are paid by TENANT, provided payment thereof
is
made within thirty (30) days from the date a late charge becomes due. Payment
of
interest shall not excuse or cure any default by TENANT under this
lease.
(e)
PRIOR
AGREEMENTS.
This
Lease contains all of the agreements of the parties hereto with respect to
any
matter covered or mentioned in this Lease, and no prior agreements or
understanding pertaining to any such matter shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement
in
writing signed by the parties hereto or their respective successors in interest.
This Lease shall not be effective or binding on any party until fully executed
by both parties hereto.
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(f)
ATTORNEY’S
FEES .
In the
event of any action or proceeding brought by either party against the other
under this Lease the prevailing party shall be entitled to recover all costs
and
expenses including the fees of its attorneys in such action or proceeding in
such amount as the court may adjudge reasonable as attorney’s fees.
(g)
SALE
OF PREMISES BY LANDLORD .
In the
event of any sale of the Building Complex or any portion thereof containing
the
PREMISES, LANDLORD shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this Lease arising out of any such act, occurrence or omission
occurring after the consummation of such sale; and the purchaser, at such sale
or any subsequent sale of the PREMISES shall be deemed, without any further
agreement between the parties or their successors in interest or between the
parties and any such purchaser, to have assumed in interest or between the
parties and any such purchaser, to have assumed and agreed to carry out any
and
all of the covenants and obligations of the LANDLORD under this
Lease.
24.
Rules
and Regulations.
There
is attached hereto as Exhibit “A” a set of Rules and Regulations which shall be
also kept and performed by TENANT. LANDLORD shall have the right to modify,
enlarge, or delete any provisions thereof and, upon five (5) days notice to
TENANT of such amendment, the new provisions shall be kept and performed by
TENANT.
25.
Guaranty
Under
appropriate circumstances at Landlord’s option, TENANT may be required to
provide a Guaranty of Lease in the form attached as Exhibit “B” executed by a
guarantor satisfactory to Landlord.
26.
Hazardous
Substances.
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31 Jan 2006
(a)
Reportable
Uses Require Consent.
The
term“Hazardous
substances”
as
used
in this Lease shall mean any product, substance, chemical, material or waste
whose presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release or effect, either by
itself or in combination with other materials expected to be on the PREMISES,
is
either (i) potentially injurious to the public health, safety or welfare, the
environment, or the PREMISES; (ii) regulated or monitored by any governmental
authority; or (iii) a basis for potential liability of LANDLORD to any
governmental agency or third party under any applicable statute or common law
theory. Hazardous Substance shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, crude oil or any products or by-products thereof. TENANT
shall not engage in any activity in or about the PREMISES which constitutes
a
Reportable Use (as hereinafter defined) of Hazardous Substances without the
express prior written consent of LANDLORD and compliance in a timely manner
(at
TENANT’S sole cost and expense) with all Applicable Requirements (as defined in
Paragraph (d) below). “Reportable
Use”
Shall
mean (i) the installation or use of any above or below ground storage tank,
(ii)
the generation, possession, storage, use, transportation, or disposal of a
Hazardous Substance that requires a permit from, or with respect to which a
report, notice registration or business plan is required to be filed with,
any
governmental authority, and (iii) the presence in, on, or about the PREMISES
of
a Hazardous Substance with respect to which any Applicable Laws require that
a
notice be given to persons entering or occupying the PREMISES or neighboring
properties. Notwithstanding the foregoing, TENANT may, without LANDLORD’S prior
consent, but upon notice to LANDLORD and in compliance with all Applicable
Requirements, use any ordinary and customary materials reasonably required
to be
used by TENANT in the normal course of the Permitted Use, so long as such us
is
not a Reportable Use and does not expose the PREMISES or neighboring properties
to any meaningful risk of contamination or damage or expose LANDLORD to any
liability therefore. In addition, LANDLORD may (but without any obligation
to do
so) condition its consent to any Reportable Use of any Hazardous Substance
by
TENANT upon TENANT’S giving LANDLORD such additional assurances as LANDLORD, in
its reasonable discretion, deems necessary to protect itself, the public, the
PREMISES and the environment against damage, contamination or injury and/or
liability therefor, including but not limited to the installation (and, at
LANDLORD’S option, removal on or before lease expiration or earlier termination)
of reasonably necessary protective modifications to the PREMISES (such as
concrete encasement) and/or the deposit of an additional Security Deposit under
Paragraph 5 hereof.
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Version
31 Jan 2006
(b)
Duty
To Inform LANDLORD.
If
TENANT
knows, or has reasonable cause to believe, that a Hazardous Substance has come
to be located in, on, under or about the PREMISES or the Building, other than
as
previously consented to by LANDLORD, TENANT shall immediately give LANDLORD
written notice thereof, together with a copy of any statement, report, notice,
registration, application, permit, business plan, license, claim, action, or
proceeding given to, or received from, any governmental authority or private
party concerning the presence of, spill, release, discharge of, or exposure
to,
such Hazardous Substance including but not limited to all documents as may
be
involved in any Reportable Use involving the PREMISES. TENANT shall not cause
or
permit any Hazardous Substance to be spilled or released in, on, under or about
the PREMISES (including, without limitation, through the plumbing, septic or
sanitary sewer system).
(c)
Indemnification.
TENANT
shall indemnify, protect, defend and hold LANDLORD, its agents, employees,
lenders and ground lessor, if any, and the PREMISES, harmless from and against
any and all damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, loss of permits and attorneys’ and consultants’ fees arising out of
or involving any Hazardous Substance brought onto the PREMISES by or for TENANT
or by anyone under TENANT’S control. TENANT’S obligations under this paragraph
shall include, but not be limited to, the effects of any contamination or injury
to person, property or the environment created or suffered by TENANT, and the
cost of investigation (including consultants’ and attorneys’ fees and testing),
removal, remediation, restoration and/or abatement thereof, or of any
contamination therein involved, and shall survive the expiration or earlier
termination of this Lease. No termination, cancellation or release agreement
entered into by LANDLORD and TENANT shall release TENANT from its obligations
under this lease with respect to Hazardous Substances, unless specifically
to
agreed by LANDLORD in writing at the time of such agreement.
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Version
31 Jan 2006
(d)
TENANT’S
Compliance with Requirements.
TENANT
shall, at TENANT’S sole cost and expense, fully, diligently and in a timely
manner, comply with all “Applicable Requirements” which term is used in this
lease to mean all laws, rules, regulations, ordinances, directives, covenants,
easements and restrictions of record, permits, the requirements of any
applicable fire insurance underwriter or rating bureau, and the recommendations
of LANDLORD’S engineers and/or consultants, relating in any manner to the
PREMISES (including but not limited to matters pertaining to (i) industrial
hygiene, (ii) environmental conditions on, in, under or about the PREMISES,
including soil and groundwater conditions, and (iii) the use, generation,
manufacture, production, installation, maintenance, removal, transportation,
storage, spill, or release of any Hazardous Substance) now in effect or which
may hereafter come into effect. TENANT shall, within
five (5) days after
receipt of LANDLORD’S written request, provide LANDLORD with copies of all
documents and information, including but not limited to permits registrations,
manifests, applications, reports and certificates, evidencing TENANT’S
compliance with any Applicable Requirements specified by LANDLORD, and shall
immediately upon receipt, notify LANDLORD in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving failure by TENANT or
the
PREMISES to comply with any Applicable Requirements.
________/_________
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31 Jan 2006
TENANT:
CHAPEAU, INC. dba BLUEPOINT ENERGY, INC.
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BY:
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/s/ ▇▇▇ ▇.
▇▇▇▇▇▇▇▇
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DATE:
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01/31/2006
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ADDRESS:
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▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇
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||
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▇▇
▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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PHONE:
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▇▇▇-▇▇▇-▇▇▇▇
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LANDLORD:
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▇▇▇▇▇▇▇▇
PROPERTIES
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BY:
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/s/
▇▇▇▇▇ ▇. La
▇▇▇▇▇▇
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DATE:
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02/01/2006
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▇▇▇▇▇
▇. La ▇▇▇▇▇▇
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|||
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ADDRESS:
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▇.▇.
▇▇▇ ▇▇▇▇▇
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PHONE:
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▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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________/_________
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Version
31 Jan 2006
EXHIBIT
“A”
RULES
AND REGULATIONS
1. The
entire Building Complex, ingress and egress ways, utility lines, and the Unit
leased to TENANT shall constitute the “PREMISES” as hereinafter
mentioned.
2. No
sign,
placard, picture, advertisement, name, or notice shall be inscribed, displayed,
or printed, or affixed on or to any part of the outside of the PREMISES without
the written consent of the LANDLORD first had and obtained, and LANDLORD shall
have the right to remove any such sign, placard, picture, advertisement, name
or
notice without notice to and at the expense of TENANT.
All
approved signs or lettering on doors shall be printed, painted, affixed, or
inscribed at the expense of TENANT by a person approved by
LANDLORD.
TENANT
shall not place anything or allow anything to be placed near the glass of any
window, door, partition, or wall which may appear unsightly from outside the
PREMISES; provided, however, that LANDLORD may furnish and install a standard
window covering on all exterior windows. TENANT shall not, without prior written
consent of LANDLORD which consent will not be unreasonably withheld, cause
or
otherwise sunscreen any window.
3. The
roads, streets, ways, passages, exits, and entrances shall not be obstructed
by
any of the tenants or used by them for any purpose other than for ingress and
egress from the respective PREMISES.
4. The
toilet rooms, urinals, wash bowls, and other apparatus shall not be used for
any
purpose other than for which they were constructed and no foreign substance
of
any kind whatsoever shall be thrown therein and the expense of any breakage,
stoppage, or damage resulting from the violation of this rule shall be borne
by
the TENANT who, or whose employees or invitees, shall have caused
it.
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Version
31 Jan 2006
5. TENANT
shall not use, keep, or permit to be used or kept any foul or noxious gas or
substance in the PREMISES, or permit or suffer the PREMISES to be occupied
or
used in a manner offensive or objectionable to the LANDLORD or other occupants
of the PREMISES by reason of noise, odors, and/or vibrations, or interfere
in
any way with other tenants or those having business therein, nor shall any
animals or birds be brought in or kept in or about the PREMISES.
6. TENANT
shall not use or keep on the PREMISES any kerosene, gasoline, or inflammable
or
combustible fluid or material, or use any method of heating or air conditioning
other than that supplied by LANDLORD.
7. LANDLORD
reserves the right to exclude or expel from the PREMISES any person who, in
the
judgment of LANDLORD, is intoxicated or under the influence of liquor or drugs,
or who shall in any manner do any act in violation of any of the rules and
regulations of the PREMISES.
8. No
vending machine or machines of any description shall be installed, maintained,
or operated upon the PREMISES without the written consent of the
LANDLORD.
9. LANDLORD
shall have the right, exercisable without notice and without liability to
TENANT, to change the name and street address of the PREMISES or any part
thereof.
10. TENANT
shall not disturb, solicit, or canvas any occupant of the PREMISES and shall
cooperate to prevent same.
11. TENANT
will ensure that no obstructions, either permanent or temporary, will restrict
delivery of any tenant’s products and materials.
________/_________
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Version
31 Jan 2006
EXHIBIT
“B”
PERSONAL
GUARANTY
In
consideration of the making of this Lease by the Landlord with the Tenant oat
the request of the undersigned and in reliance on this Guaranty, the undersigned
hereby guarantees the payment of the rent to be paid by the Tenant and the
performance by the Tenant of all the terms, conditions, covenants and agreements
of the Lease, and the undersigned promises to pay all the Landlord’s expenses,
including reasonable attorney’s fees, incurred by the Landlord in enforcing this
Guaranty. The assignments by the Tenant and Tenant’s assigns, of this Lease,
made either with or without notice to the undersigned, or a changed or different
use of the demised PREMISES, or Landlord’s forbearance, delays, extensions of
time or any other reason whether similar to or different from the foregoing
shall not release the undersigned from liability as guarantor.
Dated:
NONE
.
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NOT REQUIRED
.
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GUARANTOR
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________/_________
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Version
31 Jan 2006
EXHIBIT
“C”
LOCATION
OF PREMISES
The
PREMISES are located at:
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ and E, Mound House, Nevada
Mailing
Addresses:
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ and E, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Figure
1.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Version
31 Jan 2006
Figure
2.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (to be supplied)
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