COMMERCIAL SUBLEASE AGREEMENT THIS SUBLEASE dated this 1st day of February, 2009, Effective as the 1st day of December, 2008
Exhibit 10.4
THIS SUBLEASE dated this
1st
day of February, 2009,
Effective
as the 1st day of
December, 2008
BETWEEN:
Nouveau
Riche Corporation
(the
“Sublandlord”)
OF
THE FIRST PART
-AND-
Piccolo
International University
(the
“Subtenant”)
OF
THE SECOND PART
Background
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A.
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This
is an agreement (the “Sublease”) to sublet real property according to the
terms specified below.
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B.
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The
master lease (The “Master Lease”) between Kierland Business Center, LLC
(the “Landlord”) and the Sublandlord with respect to the following lands
and any improvements on those lands (the “Premises”): ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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C.
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The
subtenant is willing to undertake certain obligations of the Master
Lease.
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IN CONSIDERATION OF the
Sublandlord subletting and the Subtenant renting the Subleased Premises, both
parties agree to keep, perform and fulfill the promises, conditions and
agreements below:
Subleased
Premises
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1.
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The
Sublandlord leases to the Subtenant the portion of the Premises (the
“Subleased Premises”) described as follows: approximately 7,594 square
feet of space located at ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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Term
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2.
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The
term (the “Term”) of the Sublease is one year, commencing on December 1,
2008 and continuing through November 30, 2009 or until the Sublandlord or
the Subtenant terminates the tenancy per this
Agreement.
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3.
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The
provisions of this Sublease are subject to the terms and restrictions of
the Master Lease.
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-1-
Rent and
Deposit
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4.
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Subject
to the provisions of this Sublease, the rent for the Subleased Premises is
$14,871.58 (the “Rent”) per month and the deposit is the last months’ rent
$14,871.58 (the “Deposit”).
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5.
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The
Subtenant will pay the Rent on or before the first day of each and every
month of the Term of this Sublease to the Sublandlord at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the
Sublandlord may later designated.
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Use of Subleased
Premises
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6.
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Except
as otherwise provided in this Sublease, the Subtenant and the agents and
employees of the Subtenant will only use the Subleased Premises for a
purpose consistent with the permitted use allowed in the Master
Lease. Further, the Subtenant agrees to comply with all other
applicable provisions of the Master Lease, and will not do anything that
would constitute a violation of any part or condition of the Master
Lease.
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Utilities
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7.
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All
payments for utilities and other charges connected with the Subleased
Premises will be included in the rental payment each
month.
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Maintenance and
Repairs
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8.
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The
Subtenant agrees to surrender and deliver to the Sublandlord the Subleased
Premises in as good a condition as they were at the beginning
of the Term, reasonable wear and tear excepted. The Subtenant
will be liable to the Sublandlord and the Landlord for any damages
occurring to the Subleased Premises which are done by the Subtenant or the
Subtenant’s guests.
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9.
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The
Subtenant will immediately report all general maintenance issues and
needed repairs to the Sublandlord and the
Landlord.
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Alterations and
Improvements
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10.
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Sublandlord
agrees to pay for reasonable and customary tenant improvements and
upgrades as mutually agreed upon by Sublandlord and
Subtenant.
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11.
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Any
alterations and improvements must comply with all applicable construction
laws and regulations regarding property
improvements.
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12.
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The
Subleased Premises will remain free and clear of any and all liens arising
out of any work performed or materials used in making such improvements to
the Subleased Premises.
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Taxes
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13.
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The
Subtenant will pay any privilege, excise or other taxes duly assessed
against the business of the Subtenant and any personal property on or
about the Subleased Premises. The Subtenant will avoid the
assessment of any late fees or
penalties.
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-2-
Event of
Default
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14.
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The
Subtenant will default under this Sublease if any one or more of the
following events (the “Event of Default”)
occurs:
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a.
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The
Subtenant fails to pay the Rent to the Sublandlord or any amount of it
when due or within a grace period of 30
days.
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b.
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The
Subtenant fails to perform any of its obligations under this Sublease or
any applicable obligation under the Master Lease after a reasonable
opportunity to cure.
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c.
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The
Subtenant becomes insolvent, becomes bankrupt, takes the benefit of any
legislation that may be in force for bankrupt or insolvent debtors,
becomes involved in any voluntary or involuntary winding up, dissolution
or liquidation proceeding, or if a receiver will be appointed for the
affairs of the Subtenant.
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d.
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The
Subtenant abandons the Subleased
Premises.
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e.
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The
Subtenant uses the Subleased Premises for any unpermitted or illegal
purposes.
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f.
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The
Subleased Premises, or any material part of the Subleased
Premises, is completely or partially damaged by fire or other casualty
that is due to the Subtenant’s negligence, willful act, or that of the
Subtenant’s employee, family, agent, or
guest.
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g.
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Any
other event of default provided in the Master Lease or the
Act.
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Remedies
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15.
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Upon
the occurrence of any Event of Default, the Sublandlord has any or all of
the following remedies:
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a.
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Terminate
the Sublease upon the greater of any notice required in the Master Lease
and the term will then immediately become forfeited and
void.
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b.
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The
Sublandlord may, but is not obligated to, perform on behalf of the
Subtenant, any obligation of this Sublease or the Master Lease which the
Subtenant has failed to perform. The Sublandlord may seek
redress from the Subtenant for such
performance.
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c.
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The
Sublandlord may reenter the Subleased Premises or any part of the
Subleased Premises and in the name of the whole repossess and enjoy the
same as of its former state anything contained within the Subleased
Premises.
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d.
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Any
other remedy provided in the Master Lease of the
Act.
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16.
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No
reference to or exercise of any specific right or remedy by the
Sublandlord will prejudice or preclude the Sublandlord from any other
remedy whether allowed at law or in equity or expressly provided for in
this Sublease or the Master Lease. No such remedy will be
exclusive or dependent upon any other such remedy, but the Sublandlord may
from time to time exercise any one or more of such remedies independently
or in combination.
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17.
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Upon
the expiration, termination or cancellation of the Master Lease or this
Sublease, all obligations of the parties under this Sublease will be
extinguished.
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18.
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Any
improvements remaining on the Subleased Premises upon termination will
revert to the Sublandlord and will be free of any encumbrance at the time
of such reversion.
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-3-
Governing
Law
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19.
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It
is the intention of the parties to this Sublease that the tenancy created
by this Sublease and the performance under this Sublease, and all suits
and special proceedings under this Sublease, be construed in accordance
with and governed, to the exclusion of the law of any other forum, by the
laws of the State of Arizona, without regard to the jurisdiction in which
any action or special proceeding may be
instituted.
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Severability
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20.
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If
there is a conflict between any provision of this Lease and the laws of
the State of Arizona , the law will prevail and such provisions of the
Sublease will be amended or deleted as necessary in order to comply with
the law. Further, any provisions that are required by the law
are incorporated into this
Sublease.
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21.
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In
the event that any of the provisions of this Sublease will be held to be
invalid or unenforceable in whole or in part, those provisions to the
extent enforceable and all other provisions will nevertheless continue to
be valid and enforceable as though the invalid or unenforceable parts had
not been included in this Sublease and the remaining provisions had been
executed by both parties subsequent to the expungement of the invalid
provision.
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Assignment and
Subletting
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22.
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The
Subtenant will not assign, transfer or further sublet the Subleased
Premises or any part of the Subleased Premises without prior written
consent of the Sublandlord and
Landlord.
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Notices
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23.
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Unless
otherwise specifically provided in this Sublease, all notices from the
Subtenant to the Sublandlord will be served or sent to the Sublandlord at
the following address:
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▇▇▇▇ ▇
▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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24.
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Unless
otherwise specifically provided in this Sublease, all notices from the
Sublandlord to the Subtenant will be served or sent to the Subtenant at
the following address:
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▇▇▇▇▇ ▇.
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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25.
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All
notices to be given under this Sublease will be in
writing..
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Master
Lease
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26.
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Except
as otherwise expressly provided in this Sublease, the Subtenant will
perform all applicable duties and obligations of the Sublandlord under the
Master Lease.
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27.
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Except
as otherwise expressly provided in this Sublease, the Sublandlord will
have, as the Subtenant, all applicable rights and remedies that the
Landlord has with respect to the Sublandlord in the Master
Lease.
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28.
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This
Sublease contains all of the conditions and terms made between the parties
to this Sublease, and may not be modified orally or in any other manner
other than by agreement in writing signed by all parties to this Sublease
or their respective successors in
interest.
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-4-
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29.
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This
Sublease incorporates and is subject to the Master Lease and which is
incorporated as if it were set out in this Sublease. Notwithstanding
anything in this Sublease, the Parties agree to revise and reform this
Sublease in good faith after Subtenant is given the opportunity to review
the Master Lease.
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General
Provisions
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30.
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In
the event of any legal action concerning this Sublease, the losing party
will pay to the prevailing party reasonable attorney’s fees and court
costs to be fixed by the court and such judgment will be
entered.
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31.
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The
Sublandlord may enter the Subleased Premises upon reasonable notice for
any of the following reasons:
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a.
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to
inspect the Subleased Premises;
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b.
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to
maintain the Subleased Premises; or
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c.
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to
make repairs that the Sublandlord is obligated to
perform.
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32.
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This
Sublease will extend to and be binding upon and inure to the benefit of
the respective heirs, executors, administrators, successors and assigns,
as the case may be, of each party to this
Sublease.
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33.
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The
Subtenant will be charged an additional amount of $25.00 for each N.S.F.
check or check returned by the Subtenant’s financial
institution.
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34.
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Headings
are inserted for the convenience of the parties only and are not to be
considered when interpreting this Sublease. Words in the singular mean and
include the plural and vice versa. Words in the masculine
include the feminine and vice versa. The words “Sublandlord”
and “Subtenant” as sued in this Sublease include the plural as well as the
singular; no regard for gender is intended by the language in this
Sublease.
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35.
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This
Sublease may be executed in counterparts. Facsimile signatures
are binding and considered to be original
signatures.
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36.
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Time
is of the essence in this Sublease.
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37.
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The
Sublandlord and the Subtenant have no interest or other rights of
ownership in each other. The parties are not agents for each
other. Under no circumstances will this Sublease be construed
as creating a partnership or joint venture between the parties to this
sublease.
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38.
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Each
signatory to this Sublease acknowledges receipt of an executed copy of
this Sublease.
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39.
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This
Sublease will not be valid and binding on the Sublandlord and Subtenant
unless and until it has been completely executed by and delivered to both
.
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-5-
IN WITNESS WHEREOF the
Sublandlord and the Subtenant have duly affixed their signatures on this 30th
day of January, 2009.
| Nouveau Riche Corporation | ||||
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Witness
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| Piccolor International University | ||||
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Noone
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Witness
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