Exhibit 10.1
COMMERCIAL PROPERTY LEASE AGREEMENT
THIS LEASE, made and entered into this September 1, 2003, by and between Scenic
Properties, Inc. "Lessor", and SLS International, "Lessee".
In consideration of the respective performance by the other of all the following
terms, conditions and covenants contained herein during the term of this Lease
and any extension or renewal thereof, Landlord and Tenant do hereby agree as
follows:
WITNESSITH:
That the Lessor hereby leases unto the Lessee and the Lessee hereby takes from
the Lessor, as Lessee, the following premises situated in the city of
Springfield, ▇▇▇▇▇▇ County, Missouri.
That space located at ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
For a term of one (1) year commencing on September 1, 2003 and terminating on
August 31, 2004, unless an agreement is reached for an extended term.
1. The rental of said property during the term of this lease shall be $6,650,000
per month, the first month's rent payable at the execution of this agreement
and subsequent month's rent payable in advance on the 1st day of each and every
month during the term of this lease.
2. A security deposit in the amount if $0.00 will be payable at the execution
of this agreement. See paragraph 5i
3. The Lessor covenants and agrees:
(a) That it has good title to said premises and good right to make this
lease and that it will discharge any liens or encumbrances thereon in
accordance with the terms hereof.
(b) That it will put the Lessee in possession of said premises and the
Lessee, paying the rent and keeping all other covenants and condition
by Lessee to be performed, shall peaceably hold and enjoy premises.
4. The Lessee covenants and agrees:
(a) To pay the rent at the time and in the manner provided for. Rent
incurred or due past the 5th is subject to a $100 late fee plus $5 per
day late fee, with the default clause not waived.
(b) Lessee agrees at is own cost and expense to keep and maintain the
interior of the demised premises, including overhead doors, plumbing,
electrical and heating now located on the premises or which may
hereafter be placed therein; and, to replace any improvements which
may be destroyed or removed from the demised premises during the term
hereof by the Lessee of due to their intentional acts. All interior
maintenance will be the Lessee's responsibility and expense.
(c) To use said premises for the purpose of operating a ______ business
and no other, unless the written consent of the Lessor is first
obtained.
(d) To maintain in good condition the interior of the leased premises and
to do all interior decorating and maintenance at the expense of the
Lessee.
(e) Not to make any structural changes, alterations or re-decorations of
the interior without submitting the proposed plans to the Lessor and
obtaining its written consent. Any repairs, maintenance, or major
renovation by Lessee will be required to have Lien release from
contractor for the protection of Lessee and Lessor.
(f) To keep all glass replaced in the leased premises and to carry plate
glass insurance for the benefit of both Lessee and Lessor.
(g) Not to place any sign or signs upon said building without first
obtaining the written consent of the Lessor. Signage must comply with
city code and must not damage building.
(h) To keep clean all walks and grounds adjacent to the leased premises.
(i) To permit the Lessor to enter premises during business hours for the
purpose of inspecting the same or any other lawful purpose.
(j) Not to assign this lease or sub-let the property or any part thereof
without first obtaining the written consent of the Lessor, such
consent not to be unreasonably withheld.
(k) To surrender said premises at the end of the term of this lease in as
good a condition as received, ordinary wear and tear accepted; Lessee
agrees that at the termination of the tenancy, that any holding over
by the Lessee shall be considered a tenancy from month to month and
subject the Lessee to the provision of the Missouri Unlawful Detainer
Act.
(l) That if any default shall be made in the payment of rent or any part
thereof, or any other payment provided for herein, at the time
provided, or of, after Ten (10) days written notice setting forth the
default, default shall continue by the Lessee in the performance or
observance of any other covenant, agreement or condition herein
contained to be performed by Lessee, or if Lessee shall be
dispossessed or shall abandon or vacate the premises, or shall become
bankrupt or shall make an assignment for the benefit of creditors, the
Lessor shall have the right to re-enter and take possession thereof to
the Lessor, at which time all rights of the Lessee shall cease and
terminate, but nothing herein contained shall affect the Lessor's
right to the rental for the term specified. Upon taking possession
hereunder, the Lessor may at its option terminate and end this lease
by giving the Lessee written notice thereof or the Lessor may re-let
said property and the Lessee shall be liable for and will pay, as it
accrues, the difference in rental for the balance of the term.
(m) The Lessee agrees to pay the Lessor, in addition to all other items
mentioned in this lease, a reasonable attorney fee and court costs in
the event the Lessor resorts to litigation for violation of a covenant
or condition of this lease, or for possession of the premises or for
rent due hereunder.
5. It is mutually agreed:
(a) If, during the term of this lease, and except as otherwise set forth
herein, the building on the demised premises is damaged to the extent
it is wholly untenantable, the Lessor may at its option terminate this
lease by giving written notice thereof with Fifteen (15) days after
such damage and the prepaid rent from the date of such damage be
refunded.
(b) In case the building is damaged but not rendered wholly untenantable,
the rent shall ▇▇▇▇▇ proportionately until the building is restored
and the Lessor shall restore the same as promptly as possible,
provided, however, that if restoration is not accomplished within One
Hundred Twenty (120) days, the Lessee may, at its election, terminate
the lease by giving the Lessor Fifteen (15) days written notice of its
intention to do so.
(c) In the event said premises or any part thereof are overflowed by
reason of storm, flood or sewage water, or for any cause of reason
whatsoever, such flooding shall not be cause for terminating this
lease, nor shall Lessor be liable or responsible for any loss ore
damage which Lessee may suffer as a result thereof.
(d) In case of destruction of the premises as aforesaid and neither party
shall terminate the lease, the Lessor shall restore the same with all
reasonable speed and for that purpose shall have the right to enter
the premises for such restoration.
(e) Any notice required to be given may be given by certified mail to the
last known address of the parties.
(f) No waiver of any forfeiture by acceptance of rent or otherwise shall
waive any subsequent cause of forfeiture or breach of any condition of
the lease.
(g) Neither the Lessor nor the Lessee nor their employees will park their
personal or business automobiles directly in front of the business
buildings owned by the Lessor in order that the parking space most
convenient for customers will be available for customers at all times.
Parking space in front of the building is considered essential to the
good of all tenants.
(h) That the Lessor shall not be liable in any manner for any claim, loss,
damage or injury from any cause whatsoever arising from the any act or
omission or commission on the part of the Lessee, their agents or
employees during the term of this lease, and the Lessee shall save
Lessor harmless therefrom.
(i) The Lessee had deposited with the Lessor, concurrently with the
execution of this lease agreement, the sum of $0.00 as security
deposit. Upon termination of this tenancy, the Lessor may retain so
much of said lease deposit as is necessary to discharge any of the
Lessee's obligations under this lease, including, but not limited to,
damage to the premises, or clean-up of the premises. Any amount not so
utilized shall be returned to the Lessee. This lease deposit shall not
be in lieu of any rental payment, nor may it be used by the Lessee as
payment of all or any part of the rent, without the written consent of
the Lessor.
(j) This lease will terminate in the event of a sale of the property.
Notice of 60 days will be given in the event of property sale.
6. This agreement shall be governed by the laws of the State of Missouri.
7. This agreement shall be binding upon the parties hereto, their respective
heirs, successors and assigns.
8. That the Lessee will take care of their own trash and janitorial services.
9. Lessee shall not bring or store any hazardous substances on the premises.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year
first above written.
SLS International, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇
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ATTEST:
By:
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Scenic Properties, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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ADDENDUM TO COMMERCIAL PROPERTY LEASE AGREEMENT
To the Lessee's knowledge, (i) neither the Subject Property nor the Lessee is in
violation of, or subject to, any existing, pending or threatened investigation
by any governmental authority, under any Environmental Law (herein so called and
herein after defined), (ii) the Lessee has not, and is not, required by an
Environmental Law to obtain any permits or licenses to use any of the Subject
Property, and (iii) the Lessee has made inquiry in to the previous uses and
ownership (the Lessee being the First tenant and occupant) of the subject
Property, and after such inquiry, has been disposed of, incorporated in, or
released on or to the Real Property or the Improvements.
For purposes of this Agreement, the term "Environmental Law" shall mean and be
defined as any federal, state (MO DNR) or local law, statue, ordinance, or
regulation pertaining to the health, industrial hygiene or the environmental
conditions on, under, or about the Subject Property, including without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 ("CERCLA") as amended, 42 U.S.C. Section 9601 et seq., and
the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section
6901 et seq., A/K/A Superfund Amendments and Reauthorization Act of 1986
("▇▇▇▇"). For purposes of this Agreement, the term "Hazardous Substance" shall
mean and be defined herein as those substances included within the definitions
of "hazardous substances", "hazardous materials", "toxic substances", or "solid
waste" in CERCLA, RCRA, ▇▇▇▇, and the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801 et seq., and in the regulations promulgated pursuant to such
laws, together with such substances listed in the United States Department of
Transportation Table (49 CFR 172,101 and amendments thereto) or by Environmental
Protection Agency (or any successor agency) as hazardous substances (40 CFR part
302 and amendments thereto) together with such other substances, materials, and
wastes which are or become regulated under applicable local, state or federal
law or the United States government or which are classified as hazardous or
toxic under federal, state, or local laws or regulations, and together with any
materials, waste or substance which is (A) asbestos, (B) polychlorinated
biphenyls, (C) designated as a "hazardous substance" pursuant to Section 311 of
the Clean Water Act, 33 USC Section 1251 et seq., (33 U.S.C. Section 1321) or
listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317),
(D) explosives, or (E) radioactive materials.
Hazardous Substance Prohibited. Lessee shall not at any time during the Term of
the Lease allow the storage, disposal, discharge, burial, incineration, or use
of any Hazardous Substances on the Demised Premises.
Flammable Liquids Prohibited. Lessee shall not at any time during the Term of
this Lease allow the storage inside any building or structure of the Demised
Premises of any flammable liquids, including gasoline, diesel, or kerosene.
Waiver of Claim Against Lessor. In the event of the discovery of a Hazardous
Substance at any time during the term of the Lease, Lessee agrees to waive any
and all claims against Lessor for damages or losses which it sustains as a
result of its inability to use the Demised Premises as a result of the discovery
of a Hazardous Substance.
These representations and warranties herein contained shall be true and correct
on the date of the lease Closing and shall survive the Closing and continue in
full force and effect notwithstanding the Closing and consummation of the lease
contracted for herein, and the obligation of the Lessor to close this
transaction is expressly conditioned upon said representations and warranties
being true and correct on the date of Closing of the lease.