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Exhibit 10.15
LEASE AGREEMENT
1. Specific Information:
1.1. The "Landlord" is ▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Husband and Wife, dba
SMI Properties, Inc..
1.2. The "Tenant" is Angeles Metal Trim Company dba Angeles Metal Systems, a
California corporation.
1.3. Location of Premises: The street address of the leased property
("Premises") is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, which is legally
described on Exhibit A.
1.4. Lease Duration:
1.4.1. The "Commencement Date" of this Lease is October 1, 1996, with Tenant
having occupancy September 1, 1996.
1.4.2. The "Termination Date" of this Lease is September 30, 1999.
1.5. The "Basic Monthly Rent" at the commencement of this Lease is See Addendum
No. 1 (which shall be adjusted periodically in accordance with Schedule 1.5, if
attached).
1.6. The "Allowed Use" of the Premises is manufacturing of metal studs, joist
and/or related uses and/or any legal purposes.
1.7. On signing this Lease, Tenant shall pay Landlord Six Thousand Five Hundred
and No/100th Dollars ($6,500.00) to be applied toward payment of the first
month's rent of this Lease ("Advance Rent") and shall deposit Dollars
($6,500.00) to be held as the last month's rent.
1.8 Notice Address of Tenant: cc: D.K. Cable
Angeles Metal System Angeles Metal Systems
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ FAX
1.9. Notice Address of Landlord:
▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ Fax
1.10. Date. This Lease is dated, for reference purposes only, as of June 27,
1996.
2. Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord
for the term, at the rental, and on all of the terms and conditions of this
Lease, the Premises.
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3. Term.
3.1. Term. The term of this Lease is from the Commencement Date until the
Termination Date, unless sooner terminated pursuant to any provision hereof.
3.2. Paragraph deleted.
3.3. Early Possession. If Tenant occupies the Premises before the Commencement
Date of the term, all of Tenant's Lease obligations (including payment of
Operating Expenses, but not Basic Monthly Rent) shall become effective
immediately although such early possession shall not accelerate the Termination
Date of this Lease.
4. Rent.
4.1. Basic Monthly Rent. Tenant shall pay to Landlord as rent for the Premises
the Basic Monthly Rent, in advance, on the first day of each month of the term
hereof. Rent for any period during the term hereof which is for less than one
(1) month shall be a pro-rata portion of the monthly installment. Rent shall be
payable in lawful money of the United States of America to Landlord at such
address and to such other persons or at such other places as Landlord may
designate in writing.
4.2. Operating Expenses.
4.2.1. In addition to the Basic Monthly Rent and commencing on the earlier of
Tenant's occupancy or the Commencement Date, Tenant shall pay to Landlord upon
receipt of tax ▇▇▇▇ from Landlord in reimbursement for real estate taxes, and
insurance premium if not paid by Tenant, if applicable to the Premises.
4.2.2. Definition of Operating Expenses. "Operating Expenses" shall mean only
the total costs and expenses paid for or incurred by Landlord for the Premises
which in accordance with reasonable accounting and management practices
consistently applied, including, without limitations for (1) Real Estate Taxes;
(2) Insurance Premiums; (3) the cost of utilities consumed in the Premises if
paid for by Landlord.
5. Paragraph deleted.
6. Use.
6.1. Allowed Use. The Premises shall be used and occupied only for any lawful
purpose.
6.2. Compliance with Law. Tenant shall, at Tenant's expense, comply promptly
with all present and future laws and requirements regulating the use of the
Premises by Tenant for Tenant's business. Tenant shall not create or allow waste
or a nuisance, or unreasonably disturb any other person. Landlord to make
facility in compliance with governmental requirements during the lease and any
extension of the lease, and Tenant shall have no obligation to do so unless the
same is peculiar to Tenant's use and not with respect to the Premises in
general.
6.3. Insurance Cancellation. Despite any other provision of this Lease, no use
of the Premises may be made or permitted nor acts done which will adversely
affect or increase the cost of any insurance policy maintained by Landlord.
6.4. Paragraph deleted.
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7. Maintenance Repairs and Alteration.
7.1. Landlord's Obligation. Except for damage caused or allowed by Tenant and
its employees or invitees, Landlord shall maintain, at Landlord's expense and
not as an Operating Expense, the structural foundations and all paved areas of
the yard and Premises and the entire roof(s) of the Premises. Landlord shall
have no obligation to make such repairs until a reasonable time after receipt of
written notice of the need for such repairs. Except as provided in this Section
and as provided in this Lease as to damage by casualty, Landlord shall have no
obligation to make any repair, change or improvement of the Property or the
Premises.
7.2. Tenant's Obligations. Tenant, at Tenant's expense, shall maintain in
present condition and appearance all and every part of the Premises, except as
provided in Paragraph 7.1. Without limiting Tenant's duty, Tenant shall so
maintain all walls (both the exterior and interior), all plumbing, heating, air
conditioning, ventilating, electrical and lighting facilities and equipment,
fixtures, ceilings, doors, glass, and skylights, landscaping, fences and signs
on the Premises. Tenant shall maintain Premises from condition of occupancy less
reasonable wear and tear.
7.3. Reasonable Initial Condition of Premises. Tenant accepts the Premises in
the condition existing when this Lease is signed. Tenant acknowledges that
neither Landlord nor the Broker has made any representation or warranty as to
(i) the physical condition of the Premises other than Landlord represents that
Landlord is not presently aware of any existing physical condition of the
Premises which presently is legally required to be rectified or altered, or (ii)
the suitability or zoning of the Premises for the conduct of Tenant's business,
except as provided in ▇▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ F. Unless expressly provided in
a Schedule 7.1., 7.3 and 6.2 attached to the Lease and signed or initialed by
the Landlord, Landlord has no obligation to make any improvements or changes to
the Premises. Landlord warrants leased premises are in good condition and repair
and are in compliance with all laws, rules and regulations of governmental
agencies.
7.4. Surrender. On the Termination Date of this Lease, or on any sooner
termination of this Lease, Tenant shall surrender the Premises to Landlord in
good condition and in accordance with Tenant's maintenance obligation and broom
clean, ordinary wear and tear excepted. Tenant shall patch, fill and paint any
holes resulting from attachment of any of Tenant's trade fixtures, furnishings
and equipment. Tenant shall remove any alterations or improvements made by
Tenant without the prior written approval of Landlord.
7.5. Landlord's Rights. If Tenant fails to perform Tenant's maintenance
obligations, Landlord may, at its option (but shall not be required to) enter
the Premises, after ten (10) days prior written notice to Tenant or with no
prior written notice in an emergency, and perform Tenant's maintenance
obligations and Tenant shall immediately, fully reimburse Landlord for such
expense together with interest thereon at the rate of twelve percent (12%) per
annum.
7.6. Alterations and Additions.
7.6.1. Without Landlord's prior written consent, provided Landlord's consent
shall not be unreasonably withheld or delayed Tenant shall not make any
alterations, improvements or additions to the Premises, except for non-permanent
changes costing less than Thirty Thousand and No/100th Dollars ($30,000.00) in
the aggregate per year. As a condition of consent, Landlord may require that
Tenant be responsible to remove any such alterations, improvements or additions
at the expiration of the term, and to restore the Premises to the prior
condition; Landlord may impose such other conditions as are reasonable. Tenant
shall secure all governmental permits required in connection with any such work.
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7.6.2. Before commencing any work relating to alterations, additions and
improvements affecting the Premises (none of which are required or requested by
Landlord, nor any obligation of Tenant under this Lease), Tenant shall notify
Landlord in writing of the expected date of commencement thereof. Landlord shall
then have the right at any time to maintain on the Premises such notices as
Landlord reasonably deems necessary to protect the Premises and Landlord from
any lien. In any event, Tenant shall pay, when due, all charges incurred by
Tenant. Tenant shall not permit any lien to be asserted, against the Premises or
Property for any charge incurred or alleged to have been incurred by Tenant, and
Tenant shall indemnify, defend Landlord against, and hold Landlord harmless from
any and all liability, costs, damages therefrom.
7.6.3. Unless Landlord requires removal, as provided elsewhere in this Lease,
other than that which is affixed to the Premises so that it cannot be removed
without material damage to the Premises, shall remain the property of Tenant and
may be removed by Tenant prior to the end of the term of the Lease and subject
to Tenant's obligations to maintain the Premises.
8. Hazardous Substances.
8.1. As used in this Lease, the term "Hazardous Substance" means any substance
or material, the storage, use or disposal of which is or becomes regulated under
any law, now or hereafter in effect.
8.2. Landlord warrants to Tenant that Landlord has not released or deposited on
the Premises any Hazardous Substance, and Landlord has no knowledge of the
presence of any hazardous substance on the Premises. Landlord agrees to
indemnify and hold Tenant harmless from any loss or damage. Including, but not
limited to, loss of use and business interruption expense of any pre-existing
Hazardous Substance on or about Premise.
8.3. Without Landlord's prior written consent, the Tenant shall not knowingly
receive, store or otherwise allow any Hazardous Substance on the Premises. In
the event of any release or presence of any Hazardous Substances on or about the
Premises occurring on or after the Commencement Date of this Lease, Tenant
agrees to immediately, fully and completely remove (and to dispose of such in
accordance with applicable law) all of such Hazardous Substance from the
Premises if the quantity or concentration of such Hazardous Substance would
require remediation under the provisions of law. Tenant further agrees to
defend, indemnify, and hold harmless Landlord, its employees, agents and
contractors and Lender from and against any and all losses, claims, liabilities,
damages, demands, fines, costs, and expenses (including reasonable attorneys'
fees) arising out of or resulting from any release or presence of any Hazardous
Substances by Tenant on or about the Premises; the provisions of this sentence
shall survive (and be enforceable thereafter) the termination or expiration of
this Lease and the surrender of the Premises by Tenant. If Tenant becomes aware
of the release or presence on the Premises of any Hazardous Substance, Tenant
shall immediately advise Landlord of such release or presence, and Tenant
further shall provide Landlord with copies of any reports, studies,
recommendations or requirements received by Tenant from any third person
including a governmental agency. Tenant shall have the right to use substances
referred to on Exhibit "8.3" attached hereto without further permission from
Landlord required, provided however, Tenant shall comply with all governmental
requirements with respect thereto.
9. Insurance; Indemnity.
9.1. Payment of Premium. "Insurance Premiums" are the actual cost of the
insurance applicable to improvements on the Property and required to be carried
by Landlord by this Lease. Tenant shall provide insurance binder as attachment
to Lease.
9.2. Liability Insurance.
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9.2.1. Carried by Tenant. Tenant shall obtain and keep in force during the term
of this Lease a commercial (comprehensive) liability insurance policy protecting
Tenant, Landlord (as additional insureds) against claims for bodily injury,
personal injury and property damage based upon, involving or arising out of the
ownership, use occupancy or maintenance of the Premises and all areas
appurtenant, thereto, as set forth on Exhibit "9.2.l" attached hereto.
9.2.2 Carried by Landlord. At Landlord's own expense, Landlord may also maintain
liability insurance similar to that described in the preceding Section , in
addition to and not in lieu of, the insurance required to be maintained by
Tenant. Tenant shall not be named as an additional insured therein.
9.3. Property Insurance - Building, Improvements and Rental Value.
9.3.1. Building and Improvements. Tenant shall obtain and keep in force during
the term of this Lease a policy or policies in the name of Landlord, with loss
payable to Landlord and to any Lender(s), insuring against loss or damage to the
Premises as set forth on Exhibit "9.3.1" attached hereto.
9.3.2. Paragraph deleted.
9.4. Tenant's Property Insurance. Tenant at its own cost shall maintain
insurance coverage on all of Tenant's personal property, trade fixtures and
Tenant-owned alterations and improvements in the Premises as set forth on
Exhibit "9.4" attached hereto.
9.5. Insurance Policies. Insurance required hereunder shall be in companies duly
licensed to transact business in the state where the Premises are located, and
maintaining during the policy term a "General Policyholders Rating" of at least
B+, V Tenant shall not do or permit to be done anything which shall invalidate
the insurance policies maintained by Tenant. Tenant shall cause to be delivered
to Landlord, within seven (7) days after the earlier of the Early Possession
Date or the Commencement Date, certified copies of, or certificates evidencing
the existence and amounts of, the insurance required of Tenant by this Lease. No
such policy shall be cancelable or subject to modification except after thirty
(30) days' prior written notice to Landlord if available. At least thirty (30)
days prior to the expiration of such policies, Tenant shall furnish Landlord
with evidence of renewals or "insurance binders" evidencing renewal thereof, or
Landlord may obtain such insurance and charge the cost thereof to Tenant, which
amount shall be payable by Tenant to Landlord upon demand.
9.6. Waiver of Subrogation. Without affecting any other rights or remedies,
Tenant and Landlord each hereby release and relieve the other, and waive their
entire right to recover damages (whether in contract or in tort) against the
other, for loss or damage to their property arising out of or incident to the
perils required to be insured against under this Lease to the actual extent of
the insurance actually maintained. Landlord and Tenant agree to have their
respective insurance companies issuing property damage insurance waive any right
to subrogation that such companies may have against Landlord or Tenant, if
available without additional charge as the case may be, so long as the insurance
is not invalidated thereby.
9.7. Indemnity. Except to the extent of Landlord's comparative negligence or
breach of an express provision of this Lease, Tenant shall indemnify, protect,
defend and hold harmless the Landlord and its Lenders from and against all
claims, loss of rents and damages, costs, liens, judgments, penalties, loss of
permits, attorneys' fees, expenses and liabilities arising out of, involving, or
in connection with, the occupancy of the Premises by Tenant, the conduct of
Tenant's business, any act, omission or neglect of Tenant, its agents,
contractors, employees or invitees, and out of any Default or Breach by Tenant
in the performance in a timely manner of any obligation on Tenant's part to be
performed under this Lease. The foregoing shall include, but not be limited to,
the defense or pursuit of any claim or any action or proceeding involved
therein, and whether or not (in the case of claims made against Landlord)
litigated or reduced to judgment. In case any action or proceeding be brought
against Landlord by reason of any of
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the foregoing matters, Tenant upon notice from Landlord shall defend the same at
Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord
shall cooperate with Tenant in such defense. Landlord need not have first paid
any such claim in order to be so indemnified. In the event of concurrent
negligence of Landlord and Tenant resulting in injury or damage to persons or
property and which relates to the construction, alterations, repair, addition
to, subtraction from, improvement to or maintenance of the Premises, the
indemnifying party's obligation to indemnify the other party as set forth in
this Section shall be limited to the extent of the indemnifying party's
negligence, and that of its agents, employees, sublessees, invitees, licensees
or contractors.
9.8 Paragraph deleted.
10. Damage or Destruction.
10.1 Partial Damage - Insured. If the Premises or property are Partially Damaged
and such damage was caused by a casualty covered under an insurance policy
required to be maintained by Tenant or Landlord pursuant to this Lease, Landlord
shall commence repair work and substantially complete within forty-five (45)
days, and this Lease shall continue in full force and effect. If, however, the
insurance proceeds actually available to Landlord (after deduction of any
proceeds required by a Lender to be applied to reduction of indebtedness) are
not sufficient to effect such repair, Landlord shall not be obligated to make
such repairs unless Tenant elects, without obligation to do so, to contribute,
without right of reimbursement, the required amount. In the event that Landlord
is not obligated and does not voluntarily agree to repair such damage, either
Tenant or Landlord may declare this Lease terminated by thirty (30) days written
notice to the other party.
10.2. Damage - Uninsured. In the event the Premises are damaged or destroyed by
a casualty which is not covered under an insurance policy required to be
maintained by Tenant or Landlord, the Landlord may elect to repair within
forty-five (45) days of such damage, and this Lease shall continue in full force
and effect. If Landlord does not so elect within fifteen (15) days after the
occurrence of the casualty to repair, either Tenant or Landlord may declare this
Lease terminated by ten (10) days written notice to the other party; provided
Tenant may avoid termination of this Lease if Tenant voluntarily agrees to pay,
without right of reimbursement, all of the costs of such repairs by Landlord.
10.3. Total Destruction. If the Premises are Totally Destroyed by a casualty
covered under an insurance policy required to be maintained by Tenant or
Landlord pursuant to this Lease, this Lease shall automatically terminate as of
the date of such total destruction.
10.4. Damage Near End of Term. If the premises are Partially Damaged during the
last-one(1) years-of the term in this Lease, Landlord may, at Landlord's option,
cancel and terminate this Lease as of the date of occurrence of such damage by
giving written notice to Tenant of Landlord's election to do so within thirty
(30) days after Landlord receives notice of occurrence of such damage; provided
Landlord shall continue to have all rights to receive the proceeds of any
insurance policy required by the Lease to be maintained by Tenant.
10.5. Abatement of Rent. If the Premises are Partially Damaged, the rent payable
while such damage, repair or restoration continues shall be abated in proportion
to the degree to which Tenant's reasonable use of the Premises is substantially
impaired. Tenant shall have no claim against Landlord for any damage suffered by
reason of any such damage, destruction, repair or restoration (except as
otherwise provided for in this Lease.)
10.6. Definitions. For the purposes of this Lease, the term Partially Damaged
shall be deemed to mean damage to the Premises (excluding any damage to Tenant
owned property or alterations) which is reasonably estimated to cost to repair
less than fifty percent (50%) and Totally Destroyed shall be deemed
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to mean damage to the Premises or Property (excluding any damage to Tenant owned
property or alterations) which is reasonably estimated to cost to repair more
than fifty percent (50%) of the reasonable fair market value of the improvements
constituting the Premises (but not the land) calculated immediately prior to the
occurrence of the damage. Cost shall include the cost to rebuild all of the
damaged improvements owned by Landlord including demolition, debris removal,
requirements of applicable building codes and other laws, mitigating
requirements and without regard for depreciation.
11. Taxes.
11.1. Taxes. Landlord shall pay all Taxes applicable to the Premises, and be
reimbursed by Tenant per 4.2.1. If any Taxes cover any period of the time prior
to or after expiration of the term hereof, Tenant's share of such taxes shall be
equitably prorated to cover only the period of time within which this Lease
shall be in effect. As used herein, the term Taxes shall include any form of
required payment, assessment, license fee, tax on rent, levy, penalty, or tax
(other than Landlord's net income tax and inheritance or estate taxes) imposed
by any authority having the direct or indirect power to tax any legal or
equitable interest of Landlord in the Property or Landlord's right to rent or
other income therefrom.
11.2. Personal Property Taxes. Tenant shall pay prior to delinquency all taxes
assessed against and levied on any leasehold improvements, fixtures,
furnishings, equipment and other property of Tenant. Tenant shall cause such
Tenant property to be assessed separately from Landlord's Property or reimburse
Landlord for the taxes attributable to Tenant within ten (10) days after receipt
of a written statement from Landlord setting forth the taxes applicable to
Tenant's property.
12. Utilities. Tenant shall pay for all water, gas, drainage service, sewer
service, garbage service, heat, light, power, telephone and other utilities and
services supplied to the Premises, together with any taxes thereon.
13. Assignment and Subletting.
13.1. Landlord's Consent Required. Tenant shall with Landlord's prior consent,
which shall not be unreasonably withheld or delayed, have the right to assign,
transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of
Tenant's interest in this lease or the Premises. Any purported assignment,
transfer, mortgage, encumbrance, or subletting without consent shall be void and
constitute a breach of this Lease. In the event that Tenant is not a natural
person, then any transfer (or the aggregate of a series of transfers) of thirty
percent (30%) or more of the beneficial ownership of Tenant shall be deemed a
prohibited assignment. The acceptance of rent by Landlord from a person other
than Tenant shall not be deemed to be a waiver by Landlord of any provision
thereof. Consent to one assignment or subletting shall not be deemed consent to
any subsequent assignment or subletting.
13.2. No Release of Tenant. Regardless of Landlord's consent, no subletting or
assignment shall release Tenant's primary obligation to pay or perform any
obligation from this Lease.
13.3. Paragraph deleted.
13.4. Assignment by Landlord. Landlord shall be permitted freely to assign all
of its rights and obligations hereunder. In the event of a sale or other
transfer of the Premises, whether by foreclosure or otherwise, the Tenant agrees
to attorn to the new owner and to recognize such owner as the Landlord under
this Lease and Tenant shall thereafter look solely to such transferee for
performance of this Lease. Notwithstanding the foregoing, the Landlord shall
remain liable for any prior obligations under this Lease.
14. Defaults; Remedies.
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14.1. Defaults. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant:
14.1.1. The vacation or abandonment of the Premises by Tenant.
14.1.2. The failure by Tenant to make any payment required to be made by Tenant
hereunder, as and when due where such failure shall continue for a period of ten
(10) days after written notice thereof from Landlord to Tenant.
14.1.3. The failure by Tenant to observe or perform any of the provisions of
this Lease (other than the payment of money) to be observed or performed by
Tenant where such failure shall continue for a period of thirty (30) days after
written notice thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant's default is such that more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be in
default if Tenant commenced such cure within said thirty (30) day period and
thereafter diligently prosecutes such cure to completion.
14.1.4. The making by Tenant or any guarantor of Tenant of any general
assignment, or general assignment for the benefit of creditors; (ii) the filing
by or against Tenant or any guarantor of Tenant of a petition to have Tenant
adjudged a bankrupt or petition for reorganization or arrangement under any law
relating to bankruptcy (unless, in the case of a petition filed against Tenant,
the same is dismissed within sixty (60) days; *iii) the appointment of a trustee
or receiver to take possession of substantially all of Tenant's assets located
at the Premises or of Tenant's interest in this Lease, where possession is not
restored to Tenant within ten (10) days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within ten (10) days.
14.2. Remedies in Default. Upon the occurrence of a Default by Tenant, Landlord,
without notice to Tenant (except where expressly provided for in this Lease or
by applicable law) may do any one or more of the following:
14.2.1. Elect to terminate this Lease and the tenancy created hereby by giving
notice of such election to Tenant, and reenter the Premises, without the
necessity of legal proceedings, and remove Tenant and all other persons and
property from the Premises, and may store such property in a public warehouse or
elsewhere at the cost of and for the account of Tenant without resort to legal
process and without Landlord being deemed guilty of trespass or becoming liable
for any loss or damage occasioned thereby; and
14.2.2. Exercise any other legal or equitable right o remedy which it may have.
14.3. Damages. If this Lease is terminated by Landlord pursuant to this section,
Tenant nevertheless shall remain liable for (a) any rents and damages which may
be due or sustained prior to such termination, all reasonable costs, fees and
expenses including, but not limited to, reasonable attorneys' fees, costs and
expenses incurred by Landlord in pursuit of its remedies hereunder, or in
renting the Premises to others from time to time until the original Termination
Date of this Lease (all such rents, damages, costs, fees and expenses being
referred to herein as "Termination Damages"), and (b) additional damages ("Post-
Termination Damages"), which Post-Termination Damages, at the election of
Landlord, shall be either:
14.3.1. an amount equal to the rents which, but for termination of this Lease,
would have become due during the remainder of the Term, less the amount of
rents, if any, which Landlord shall receive during such period from others to
whom the Premises may be rented, in which case such Post-Termination Damages
shall be computed and payable in monthly installments, in advance, on the first
day of each calendar month following termination of the Lease and continuing
until the date on which the Term would have expired but for such termination,
and any suit or action brought to collect any such Post-Termination
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Damages for any month shall not in any manner prejudice the right of Landlord to
collect any Post- Termination Damages for any subsequent month by a similar
proceeding; or
14.3.2. an amount equal to the present worth (as of the date of such
termination) of rents which, but for termination of this Lease, would have
become due during the remainder of the Term, less the fair rental value of the
Premises, as determined by an independent real estate appraiser named by
Landlord, in which case such Post-Termination Damages shall be payable to
Landlord in one lump sum on demand and shall bear interest at the Default Rate
until paid. For purposes of this section "present worth" shall be computed by
discounting such amount to present worth at a discount rate equal to one
percentage point above the discount rate then in effect at the Federal Reserve
Bank nearest to the Premises; provided that Tenant may avoid the application of
this section so long as Tenant voluntarily agrees to pay, and, in fact, does pay
all sums due to date under the immediately preceding section within forty-five
(45) days of receipt of notice of Landlord's declaration of the termination of
this Lease and Tenant continues thereafter to pay such amounts monthly until the
Termination Date.
14.4. Miscellaneous. If Landlord elects to terminate this Lease following the
default of Tenant, Landlord may relet the Premises or any party thereof, alone
or together with other premises, for such term or terms (which may be greater or
less than the period which otherwise would have constituted the balance of the
Term) and on such terms and conditions (which may include concessions or free
rent, alterations of the Premises and payment of brokers) as Landlord, in its
sole discretion, may determine, and the costs thereof shall be included in the
total of Landlord's Termination Damages which shall be paid by Tenant. Nothing
contained in this Lease shall limit or prejudice the right of Landlord to prove
for and obtain, in proceedings for the termination of this Lease by reason of
bankruptcy or insolvency, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in
which, the damages are to be proved, whether or not the amount be greater, equal
to, or less than the amount of the loss or damages referred to above. The
failure or refusal of Landlord to relet the Premises or any part or parts
thereof shall not release or affect Tenant's liability for damages. Landlord
must act reasonably with respect to all of the foregoing rights and obligations.
14.5. Default by Landlord. Landlord shall not be in default unless Landlord
fails to perform obligations required of Landlord within a reasonable time, but
in no event later than ten (10) days after written notice by Tenant to Landlord
any Lender whose name and address shall have been furnished to Tenant in
writing, specifying wherein Landlord has failed to perform such obligation;
provided, however, that the nature of the Landlord's obligation is such that
more than ten (10) days are required for performance, then Landlord shall not be
in default if Landlord commences performances within such thirty (30) day period
and thereafter diligently prosecutes the same to completion.
14.6. Late Charges and Interest. Any amount due to Landlord not paid when due
shall bear interest at twelve percent (12%) per annum ("Default Rate") from the
due date. Payment of such interest or late charge shall not excuse or cure any
default by Tenant under this Lease.
14.7. Cure by Landlord. Landlord, at any time after Tenant commits a default,
may cure the default at Tenant's cost. If Landlord at any time pays any sum or
does any act that requires the payment of any sum, repayment of the sum paid by
Landlord shall be due immediately from Tenant together with interest at the
Default Rate.
14.8. Condemnation. If all of the Premises or any portion of the Premises which
is reasonably necessary for the reasonably convenient use of the Premises are
taken under the power of eminent domain, or sold by Landlord under the threat of
the exercise of said power (all of which is referred to in this Lease as
"condemnation") or if more than ten percent (10%) of the floor area of all
buildings constituting the Premises, or more than ten percent (10%) of the
parking areas on the Property is taken by condemnation, either Landlord or
Tenant may terminate this Lease as of the date the condemning authority takes
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possession by notice in writing of such election within twenty (20) days after
Landlord shall have notified Tenant of the taking, or, in the absence of such
notice, then within twenty (20) days after the condemning authority shall have
taken possession; provided Landlord may avoid termination of the Lease by Tenant
by providing, within a reasonable time, a substantially similar replacement for
the facilities so taken. If this Lease is not terminated by either Landlord or
Tenant then it shall remain in full force and effect as to the portion of the
Premises remaining, provided the Basic Monthly Rent shall be reduced by the
proportion to the floor area of the Premises taken by condemnation bears to the
total floor area of the Premises. All awards for the taking of any part of the
Premises or any payment made under the threat of the exercise of power of
eminent domain shall be the property of Landlord, whether made as compensation
for diminution of value of the leasehold or for the taking of the fee or as
severance damages; provided, however, that Tenant shall be entitled to any
separately made award for loss of or damage to Tenant's trade fixtures and
removable personal property.
15. General Provisions
15.1. Reasonableness of Consent. Whenever the consent of Landlord or Tenant is
required by the terms of this Lease, such consent shall not be unreasonably
withheld or delayed although it may be subject to reasonable conditions.
15.2. Payments Are Rent. All payments due to Landlord from Tenant shall be
deemed to be rent due under this Lease.
15.3. Estoppel Certificate.
15.3.1. Tenant shall, at any time, on not less than ten (10) days prior written
notice from Landlord, sign and deliver to Landlord a statement in writing
(i)certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) and the date to which the
rent, security deposit, and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord or Tenant under this lease, or specifying such defaults, if
any, which are claimed, and agreeing to give reasonable written notice to a
Lender of any future default. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Premises.
15.3.2. Paragraph deleted.
153.3. Paragraph deleted.
15.4. Landlord's Interest. The term "Landlord as used herein shall mean only the
owner or owners at the time in question of the fee title, vendee's interest
under a real estate contract, or a tenant's interest in a ground lease of the
Premises. In the event of any transfer of such title or interest, Landlord
herein named (and in case of any subsequent transfers, the then grantor) shall
be relieved from and after the date of such transfer of all liability as
respects Landlord's obligations thereafter to be performed provided that any
funds in the hands of Landlord or the then grantor at the time of such transfer,
in which Tenant has an interest, shall be delivered to the grantee. The
obligations in this Lease to be performed by Landlord shall be binding upon
Landlord's successors and assigns, only during their respective periods of
ownership.
15.5. Signage. At Tenant's own expense, Tenant may place one or more signs on
the Property so long as (i) such sign(s) conform to all applicable governmental
rules and regulations, Tenant maintains such sign is in good condition and
appearance and (ii) at the termination of this Lease, Tenant shall remove all
such signs and repair any damage caused by such sign or its removal at Tenant's
sole expense.
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15.6. Severability. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.
15.7. Time of Essence. Time is of the essence.
15.8. Captions. Article and paragraph captions are for convenience only are not
a part of this Lease.
15.9. Incorporation of Prior Agreement; Amendments. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
agreement or understanding pertaining to any such matter shall be effective.
This Lease may be modified in writing only, signed by the parties in interest at
the time of the modification.
15.10. Waiver. No waiver by Landlord of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Tenant of
the same or any other provision. Landlord's consent to or approval of any act
shall not be deemed to render unnecessary the obtaining of Landlord's consent to
or approval of any subsequent act by Tenant. The acceptance of rent hereunder by
Landlord shall not be a waiver of any preceding breach by Tenant of any
provision hereof, other than the failure of Tenant to pay the particular rent so
accepted regardless of Landlord's knowledge of such preceding breach at the time
of acceptance of such rent.
15.11. Recording. Tenant shall not record this Lease.
15.12. Holding Over. If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof without the express written
consent of Landlord, such occupancy shall be a tenancy from month to month at a
rental equal to one hundred ten percent (110%) of the Basic Monthly Rent due for
the last month of the Lease term plus all other charges payable hereunder, and
upon the terms hereof applicable to a month to month tenancy.
15.13. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive, but shall wherever possible, be cumulative with all other remedies at
law or in equity.
15.14. Covenants and Conditions. Each provision of this Lease performable by
Tenant shall be deemed both a covenant and a condition.
15.15. Binding Effect; Choice of Law; Proration. Subject to any provisions
hereof restricting assignment or subletting by Tenant or as may be expressly
provided in this Lease, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the state where the premises are located.
15.16 Subordination.
15.16.1 Paragraph deleted.
15.16.2 Paragraph deleted.
15.17. Attorneys Fees. If Tenant or Landlord brings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such
action, on trial or appeal, shall be entitled to his reasonable attorneys fees
to be paid by the losing party as fixed by the court.
15.18. Landlord's Access. Landlord and Landlord's agents shall have the right to
enter the Premises at reasonable times for the purpose of inspecting the same,
showing the same to prospective purchasers or Lenders, and making such
alterations, repairs, improvements or additions to the Premises or to the
building
12
of which they are a part as Landlord may deem necessary or desirable. Landlord
may at any time place on or about the Premises signs advertising the
availability for sale of the Property or a portion thereof, and, during the last
one hundred twenty (120) days of the term of this Lease, Landlord may place
signs on the Premises advertising the availability for lease of the Premises so
long as such signs do not unreasonably obscure Tenant's existing signs
identifying its business.
15.19. Auctions. Tenant shall not advertise or conduct any auction or going out
of business sale in the Premises.
15.20. Corporate Authority. If Tenant is a legal entity, each individual
executing this Lease on behalf of such entity represents and warrants that he or
she is duly authorized to execute and deliver this Lease on behalf of such
entity and that this Lease in binding upon such entity in accordance with its
terms.
15.21. Paragraph deleted.
15.22. Broker's Fee. Upon execution of this Lease by both parties, Landlord
shall pay to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., a licensed real estate broker, a
fee as set forth in a separate agreement between Landlord and said broker.
Landlord further agrees that if Tenant exercises any option granted herein or
any option substantially similar thereto, either to extend the term of this
Lease, to renew this Lease, to purchase said Premises or any part thereof and/or
any adjacent property which Landlord may own or in which Landlord has an
interest or any other option granted herein, or if said broker is the procuring
cause of any other lease or sale entered into between the parties pertaining to
the Premises and/or any adjacent property in which Landlord has an interest,
then as to any said transactions, Landlord shall pay said broker a fee in
accordance with the schedule of said broker in effect at the time of execution
of this Lease. Landlord agrees to pay said fee not only on behalf of Landlord
but also on behalf of any person, corporation, association, or other entity
having an ownership interest in said real property or any part thereof, when
such fee is due hereunder. Any transferee of Landlord's interest in this Lease,
by accepting an assignment of such interest, shall be deemed to have assumed
Landlord's obligation under this Paragraph 15.22. Said broker shall be a third
party beneficiary of the provisions of this Paragraph.
15.23. Notices. Wherever under this Lease provision is made for any demand,
notice or declaration of any kind, or where it is deemed desirable or necessary
by either party to give or serve any such notice, demand or declaration to the
other party, it shall be in writing and served either personally or sent by
United States mail, postage prepaid, addressed to the address stated at the
beginning of this Lease or such subsequent address as may have been specified
for such purpose in a written notice given to the other party or in the
alternative, if facsimile to the number specified above accompanied by such
written notice.
15.24. Special Articles. The following Schedules are attached and are a part of
this Lease: ▇▇▇▇▇▇▇▇ ▇▇. ▇
▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇: ANGELES METAL TRIM CO.
A California Corporation
▇▇▇▇ ▇. AND ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DBA ANGELES METAL SYSTEMS
HUSBAND AND WIFE
By:___________________________________ By:_____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: ___________________________
Date:_________________________________
Date: September 5, 1996
By:___________________________________
13
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Date:_________________________________
STATE OF WASHINGTON )
) ss.
COUNTY OF _______________ )
I certify that I know or have satisfactory evidence that
_________________________ is the person who appeared before me, and said person
acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledge it as the ______________ of
_____________, to be the free and voluntary act of such party for the uses and
purposes stated therein.
Dated: _______________________
Name:______________________________________________________
NOTARY PUBLIC, State of Washington
My appointment expires________________________________________
STATE OF WASHINGTON )
) ss.
COUNTY OF _______________ )
I certify that I know or have satisfactory evidence that
_________________________ is the person who appeared before me, and said person
acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledge it as the ______________ of
_____________, to be the free and voluntary act of such party for the uses and
purposes stated therein.
Dated: _______________________
Name:______________________________________________________
NOTARY PUBLIC, State of Washington
My appointment expires________________________________________
▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) ss.
COUNTY OF ▇▇▇▇▇▇ )
On this _____ day of ________________ A. D. 19_____, before me personally
appeared __________________________ to me known to be the
_______________________ and _______________the corporation that executed the
within the foregoing instrument, and acknowledged the same instrument to be the
free and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned and on oath stated that they were authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal,
the day and year first above written.
-----------------------------------
Notary Public in and for the State of Washington, residing at _________________.
15
ADDENDUM NO. 1
This addendum No. 1 to that certain Lease Agreement dated for reference purposes
only June 17, 1996, by and between ANGELES METAL TRIM CO., DBA ANGELES METAL
SYSTEMS, a California corporation ("Tenant") and ▇▇▇▇▇▇▇▇▇ ▇. AND ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Husband and Wife ("Landlord") for the lease of that certain real
property commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. In the
event of any inconsistencies between the Agreement and this Addendum, this
Addendum shall control the transaction.
A. Term; Possession:
1.) Term: Thirty-six (36) months commencing October 1, 1996.
2.) Possession: Tenant shall have possession of the premises upon
mutual execution of lease.
B. 1.) Base Rent: Period Monthly Rent
Months 01-36 $6,500.00 NNN
(Tenant shall be responsible for property
taxes, insurance, interior and common area
maintenance, and utilities expenses) except
for 7.1.
2.) Prepaid Rent: Tenant shall deposit herewith Thirteen Thousand and
No/100 Dollars ($13,000.00), representing the first
month's rent of $6,500.00, and the last months rent
of $6,500.00, for a total of $13,000.00.
C. Option to renew: Tenant shall have the right to extend the lease for
two (2) consecutive three (3) year periods on the
same terms and conditions, except for rent, which
shall be adjusted to reflect the full changes in
the C.P.I. from the current date of this lease. To
exercise an Option to Renew, Tenant shall provide
One Hundred Twenty (120) days' prior written
notice.
D. Condition of Premises: Tenant accepts premises in its present condition
subject to Landlord's (1) delivering space
broom-cleaned, (2) cleaning and repainting the
office area and replacing the existing carpeted
areas, and (3) warranting that all mechanical
systems and other items that shall be the Tenant's
responsibility shall be in working order, including
the bathroom, upon lease commencement. Landlord
warrants property is in good condition and repair
and complies with all applicable government laws
and rules and insurance company requests.
E. Agency: ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ("KMS")
represented the Landlord and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, SIOR
and ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ("KMS")
represented the Tenant in this transaction with
full acknowledgment and approval by all parties.
F. Occupancy Permit: This Lease shall not be effective unless and until
the Certificate of Occupancy and any Hazardous
Materials Use/Business Plans or Permits are
obtained by Tenant for its use of the Premises.
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ACKNOWLEDGED AND AGREED: ACKNOWLEDGED AND AGREED:
LANDLORD: TENANT:
▇▇▇▇▇▇▇▇▇ ▇. AND ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ANGELES METAL TRIM CO.
Husband and Wife A California Corporation
DBA ANGELES METAL SYSTEMS
By:___________________________________ By:__________________________________
By:___________________________________ Its: ________________________________
Date:_________________________________ Date: _______________________________
[Legal Description - drawing omitted]