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Exhibit 10.2
LEASE - SHOPPING CENTER FORM
THIS LEASE, made and entered into this 31st day of August , 1993 by and
between PLAZA INTERNATIONAL
and
SOL S. ZIDE
, hereinafter respectively
referred to as Landlord and Tenant, without regard to number or gender,
WITNESSETH:
1. USE. The Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord, for the purpose of conducting therein a restaurant delicatessen
, those certain premises with
appurtenances described as hereinafter set forth,
2. PREMISES: The premises leased to Tenant, together with
appurtenances, are hereinafter referred to as the "demised premises" and are
situated in the City of Los Angeles, County of Los Angeles, State of
California, and are the premises [This is struck out text] commonly known
and designated as 21857 and 21845 Ventura Bl. Woodland Hills, Ca. in the WARNER
PLAZA [This is struck out text]
3. TERM. The Term of this Lease shall be for a period of fifteen (15)
years. The term of this Lease, and Tenant's obligation to pay rent, shall
commence on [This is struck out text] August 1, 1993. [This is struck out text]
4. RENTAL.
A. Guaranteed Minimum Monthly Rental. Tenant shall pay to Landlord as
minimum monthly rental for the demised premises the sum of twenty six thousand
($26,000) Dollars per month, which sum shall be paid in advance on the first
day of each calendar month throughout the term of this Lease. Said rental
shall commence upon the commencement of the term of this Lease as set forth in
Article Three hereof with proration of rentals for any partial calendar month
of the term hereof. All rental to be paid by Tenant to Landlord shall be in
lawful money of the United States of America and shall be paid without
deduction or offset, prior notice or demand, and at such place or places as may
be designated from time to time by Landlord.
The Minimum Monthly Rental as set forth in 4(A) above shall be increased (but
not decreased) for each year of the term of this lease following the first
year, if the Consumer Price Index for Urban Consumers Los Angeles-Long
Beach-Anaheim (Index) as published by the U.S. Department of Labor's Bureau of
Labor Statistics, increases over the base period Index. The base period Index
shall be the Index for the calender month which is two months prior to the
month in which rentals commence. The base period Index shall be compared with
the Index for the same calender month for each subsequent year (comparison
month). If the Index for any comparison month is higher than the base period
Index, then the Minimum Monthly Rental for the next year shall be increased by
the identical percentage commencing with the next rental commencement month.
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B. Percentage Rental
(i) In addition to the minimum guaranteed monthly rental hereinabove
agreed to be paid by Tenant, Tenant shall and will pay to Landlord at the time
and in the manner herein specified an additional rental in an amount equal to
6 and 1/2% of the amount of Tenant's gross sales made in, upon or from the
demised premises during each lease year of the term hereof, less the aggregate
amount of the minimum guaranteed monthly rental previously paid by Tenant for
said lease year.
(ii) Within ten (10) days after the end of each calendar month of the
term hereof, commencing with the 10th day of the month following the
commencement of rentals (as hereinabove provided and ending with the 10th day of
the month next succeeding in the last month of the lease term, Tenant shall
furnish to Landlord a statement in writing, certified by Tenant to be correct,
showing the total gross sales made in, upon, or from the demised premises during
the preceding calendar month, and shall accompany each such statement with a
payment to Landlord equal to six & 1/2% of the total monthly gross sales made
in, upon, or from the demised premises during each calendar month less the
minimum guaranteed rent for each such calendar month, if previously paid. Within
twenty (20) days after the end of each lease year of the term hereof, Tenant
shall furnish to Landlord a statement in writing, certified by Tenant to be
correct, showing the total gross sales by month made in, upon, or from the
demised premises during the preceding lease year, at which time an adjustment
shall be made between Landlord and Tenant to the end that the total percentage
rent paid for each such lease year shall be a sum equal to six & 1/2% of the
total gross sales made in, upon, or from the demised premises during each lease
year of the term hereof, less the minimum guaranteed rent for each such lease
year, if previously paid, so that the percentage rent, although payable monthly
shall be computed and adjusted on an annual basis.
(iii) The term "lease year" as used in this Lease means as follows:
(a) In reference to the first lease year, the period from the
commencement of the term of this Lease to the last day of the calendar month
which is one year after the commencement of said term.
(b) In reference to any succeeding lease year, a full year
commencing on the day following the first lease year or any anniversary
thereof, and running to the next succeeding anniversary of such day.
(iv) The term "gross sales" as used in this Lease shall include the
entire gross receipts of every kind and nature from sales and services made in,
upon, or from the demised premises, whether upon credit or for cash, in every
department operating in the demised premises, whether operated by the Tenant or
by a subtenant or subtenants, or by a concessionaire or concessionaires,
excepting therefrom any rebates and/or refunds to customers and the amount of
all sales tax receipts which has to be accounted for by Tenant to any
government or governmental agency. Sales upon credit shall be deemed cash sales
and shall be included in the gross sales for the period which the merchandise
is delivered to the customer, whether or not title to the merchandise passes
with delivery.
(v) The Tenant shall keep full, complete and proper books, records
and accounts of its daily gross sales, both for cash and on credit, of each
separate department and concessionaire at any time operated in the demised
premises. The Landlord and its agents and employees shall have the right at
any and all times, during regular business hours, to examine and inspect all of
the books and records of the Tenant, including any sales tax reports pertaining
to the business of the Tenant conducted in, upon or from the demised premises,
for the purpose of investigating and verifying the accuracy of any statement
of gross sales. The Landlord may once in any lease year cause an audit of the
business of Tenant to be made by a certified public accountant of Landlord's
selection and if the statement of gross sales previously made to Landlord shall
be found to be inaccurate, then and in that event, there shall be an adjustment
and one party shall pay to the other on demand such sums as may be necessary to
settle in full the accurate amount of said percentage rent that should have
been paid to Landlord for the period or periods covered by such inaccurate
statement or statements. If said audit shall disclose an inaccuracy of greater
than 2% error with respect to the amount of gross sales reported by Tenant for
the period of said report, then the Tenant shall immediately pay to Landlord
the cost of such audit; otherwise, the cost of such audit shall be paid by
Landlord. If such audit shall disclose any willful or substantial
inaccuracies this Lease may thereupon be cancelled and terminated, at the
option of Landlord.
5. REAL ESTATE TAXES. Tenant agrees to pay all real estate taxes, levies
and assessments and all other charges in the nature of taxes and assessments
upon said real property, general and special, ordinary and extraordinary, of any
kind and nature whatsoever heretofore or which during the term of this Lease are
laid, levied, assessed or imposed, or become a lien upon or become chargeable
against or payable in connection with the demised premises or any part thereon.
Tenant shall pay said taxes monthly upon receipt from Landlord of a statement
delineating Tenant's share of said taxes; said taxes, payable monthly shall be
computed and adjusted on an annual basis.
In the event the Landlord does not have the demised premises separately
assessed for tax purposes, then and in that event the taxes and assessments on
the demised premises shall be apportioned according to the floor area of the
demised premises, (said gross ground floor area), as it relates to the total
floor area, (gross ground floor area), of the building or buildings including
the demised premises. All taxes for the year in which this Lease commences shall
be apportioned and adjusted. With respect to any assessment (other than those
delineated in the tax bill) which may be levied against or upon the demised
premises and which under the laws then in force may be evidenced by improvement
or other bonds, or which may be paid in annual installments, the Landlord shall
cause such improvement bonds to be issued or cause such assessments to be paid
in the maximum permissible number of annual installments, and in such event the
Tenant shall only be required to pay such installment payments with interest
thereon as each thereof matures and Tenant shall have no obligation to continue
such payments after the termination of this Lease.
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The term "real estate taxes" as used herein shall be deemed to mean all
taxes imposed upon the real property and permanent improvements, and all
assessments levied against said premises, or the lease or the rental taxes
levied or assessed upon the rent received by the Landlord from the Tenant but
shall not include personal income taxes, personal property taxes, inheritance
taxes, or franchise taxes levied against the Landlord, but not directly against
said property, even though such taxes shall become a lien against said property.
6. PERSONAL PROPERTY TAXES. During the term hereof Tenant shall pay
prior to delinquency all taxes assessed against and levied upon fixtures,
furnishings, equipment and all other personal property of Tenant contained in
the demised premises, and when possible Tenant shall cause said fixtures,
furnishings, equipment and other personal property to be assessed and billed
separately from the real property of Landlord. In the event any or all of the
Tenant's fixtures, furnishings, equipment and other personal property shall be
assessed and taxed with the Landlord's real property, the Tenant shall pay to
Landlord its share of such taxes within ten (10) days after delivery to Tenant
by Landlord of a statement in writing setting forth the amount of such taxes
applicable to the Tenant's property.
8. PARKING AND COMMON FACILITIES. Landlord covenants that the common
and parking areas shall be at all times available for the non-exclusive use of
Tenant during the full term of this Lease or any extension of the term hereof;
provided that the condemnation or other taking by any public authority, or sale
in lieu of condemnation, of any or all of such common and parking areas shall
not constitute a violation of this covenant. Landlord reserves the right to
change the entrances, exits, traffic lanes and the boundaries and locations of
such parking area or areas.
(a) Prior to the date of Tenant's occupation of the demised
premises, Landlord shall cause said common and parking area or areas to be
graded, blacktopped, lighted and appropriately marked and landscaped at no
expense to Tenant.
(b) The Landlord shall keep said automobile parking and common
areas in a neat, clean and orderly condition, properly lighted and landscaped,
and shall repair any damage to the facilities thereof.
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(c) Tenant, for the use and benefit of Tenant, its agents,
employees, customers, licensees and sub-tenants, shall have the non-exclusive
right in common with Landlord, and other present and future owners, tenants and
their agents, employees, customers, licensees and sub-tenants, to use said
common and parking areas during the entire term of this Lease, or any extension
thereof, for ingress and egress, roadway, sidewalk and automobile parking.
(d) The Tenant, in the use of said common and parking areas,
agrees to comply with such reasonable rules and regulations as the Landlord may
adopt from time to time for the orderly and proper operation of said common and
parking areas. Such rules may include but not be limited to the following:
(1) The restricting of employee parking to a limited,
designated area or areas; and
(2) The regulation of the removal, storage and disposal of
Tenant's refuse and other rubbish at the sole cost and
expense of Tenant.
9. USES PROHIBITED. Tenant shall not use, or permit said
premises, or any part thereof, to be used for any purpose or purposes other
than the purpose or purposes for which said premises are hereby leased; and no
use shall be made or permitted to be made of said premises, nor acts done, which
will increase the existing rate of insurance upon the building of which said
premises may be located (once said rate is established), or cause a
cancellation of any insurance policy covering said building or any part
thereof, nor shall Tenant sell or permit to be kept, used or sold in or about
said premises any article which may be prohibited by standard form of fire
insurance policies. Tenant shall, at his sole cost, comply with any and all
requirements, pertaining to the use of said premises, of any insurance
organization or company necessary for the maintenance of reasonable fire and
public liability insurance, covering said building and appurtenances. In the
event Tenant's use of the premises, recited in Article 1 hereof, results in a
rate increase for the building of which the demised premises are a part, Tenant
shall pay annually on the anniversary date of this Lease, as additional rent, a
sum equal to that of the additional premium occasioned by said rent increase.
10. ALTERATIONS. Tenant shall not make, or suffer to be made, any
alterations of the demised premises, or any part thereof, without the prior
written consent of Landlord, and any additions to, or alterations of, said
premises, except movable furniture and trade fixtures shall become at once a
part of the realty and belong to Landlord.
11. MAINTENANCE AND REPAIR. Tenant shall, subject to Landlord's
obligation as set forth in Article 19, at all times during the term hereof, and
at Tenant's sole cost and expense, keep, maintain and repair the improvements
upon the demised premises in good and sanitary order and condition (except as
hereinafter provided with respect to Landlord's obligation) including without
limitation, the maintenance and repair of any doors, window casements, glazing,
electrical wiring and conduits. Tenant hereby waives all right to make repairs
at the expense of Landlord as provided in Section 1942 of the Civil Code of the
State of California and Tenant hereby waives all rights provided for by Section
1941 of said Civil Code. By entering into the demised premises Tenant shall be
deemed to have accepted the demised premises as being in good and sanitary
order, condition and repair and Tenant agrees on the last day of said term or
sooner termination of this Lease to surrender the demised premises with
appurtenances, in the same condition as when received, reasonable use and wear
thereof and damage by fire, act of God or by the elements excepted.
Landlord shall, at his sole cost and expense, keep and maintain in good
repair the exterior walls, roof and sidewalks, provided, however, that anything
to the contrary notwithstanding contained in this Lease, the Landlord shall not
be required to make any repairs to the exterior walls, roof and sidewalks unless
and until Tenant has notified Landlord in writing of the need for such repairs
and Landlord shall have had a reasonable period of time thereafter within which
to commence and complete said repairs. Landlord agrees to use due diligence in
the making of said repairs upon receipt of Tenant's notice with regards thereto.
12. COMPLIANCE WITH LAWS. Tenant shall, at his sole cost and
expense, comply with all of the requirements of all municipal, state and
federal authorities now in force or which may hereafter be in force pertaining
to the use of said premises, and shall faithfully observe in said use all
Municipal ordinances and State and Federal statutes now in force or which shall
hereinafter be in force. The judgment of any court of competent jurisdiction,
or the admission of Tenant in any action, or proceeding against Tenant, whether
Landlord be a party thereto or not, that Tenant has violated any such order or
statute in said use, shall be conclusive of that fact as between the Landlord
and Tenant.
Tenant shall not commit, or suffer to be committed, any waste upon the
demised premises, or any nuisance or other act or thing which may disturb the
quiet enjoyment of any other tenant in the building in which the demised
premises may be located.
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13. INDEMNIFICATION OF LANDLORD -- LIABILITY INSURANCE BY TENANT.
Tenant as a material part of the consideration to be rendered to Landlord under
this Lease, hereby waive all claims against Landlord for damage to goods, wares
and merchandise in, upon or about said premises and for injuries to persons in
or about said premises, from any cause arising at any time and Tenant will hold
Landlord exempt and harmless from any damage or injury to any person, or the
goods, wares, and merchandise of any person, arising from the use of the
premises by Tenant or from the failure of Tenant to keep the premises in good
condition and repair, as herein provided.
During the entire term of this Lease, the Tenant shall, at the Tenant's
sole cost and expense, but for the mutual benefit of Landlord and Tenant,
maintain general public liability insurance against claims for personal injury,
death or property damage occurring in, upon or about the demised premises and
on any sidewalks directly adjacent to the demised premises. The limitation of
liability of such insurance shall be not less than One Hundred Thousand and
No/100ths ($100,000.00) Dollars in respect to injury or death of one person,
and to the limit of not less than Three Hundred Thousand and No/100ths
($300,000.00) Dollars in respect to any one accident and to the limit of not
less than Twenty-Five Thousand and No/100ths ($25,000.00) Dollars in respect to
property damage. All such policies of insurance shall be issued in the name of
Tenant and Landlord and for the mutual and joint benefit and protection of the
parties, and such policies of insurance or copies thereof shall be delivered to
the Landlord.
14. FREE FROM LIENS. Tenant shall keep the demised premises and the
property in which the demised premises are situated free from any liens arising
out of any work performed, material furnished, or obligation incurred by Tenant.
15. ABANDONMENT. Tenant shall not vacate or abandon the demised
premises at any time during the term of this Lease; and if Tenant shall
abandon, vacate or surrender the demised premises or be dispossessed by process
of law, or otherwise, any personal property belonging to Tenant and left on the
demised premises shall be deemed to be abandoned, at the option of Landlord,
except such property as may be mortgaged to Landlord.
16. SIGNS AND AUCTIONS. The Tenant may affix and maintain upon the
glass panes of the show windows only such signs, advertising placards, names,
insignia, trademarks and descriptive material as shall have first received the
written approval of the Landlord as to size, type, color, location, copy,
nature and display qualities. Anything to the contrary in this Lease
notwithstanding, Tenant shall not affix any sign to the roof of this building.
Tenant further agrees not to install any exterior lighting, amplifiers or
similar devices or use in or about the premises any advertising medium which
may be heard or seen outside the premises, such as flashing lights,
searchlights, loudspeakers, phonographs or radio broadcasts.
Tenant shall not conduct or permit to be conducted any sale by auction
in, upon or from the demised premises, whether said auction be voluntary,
involuntary, pursuant to any assignment for the payment of creditors or
pursuant to any bankruptcy or other solvency proceeding.
17. UTILITIES. Tenant shall pay before delinquency all charges for
telephone service used in, upon, or about the demised premises by Tenant or any
of its sub-tenants, licensees, or concessionaires during the term and any
extension or renewal of the term of this Lease.
18. ENTRY AND INSPECTION. Tenant shall permit Landlord and his agents
to enter into and upon the demised premises at all reasonable times for the
purpose of inspecting the same or for the purpose of maintaining the building
in which said premises are situated, or for the purpose of making repairs,
alterations or additions to any other portion of said building, including the
erection and maintenance of such scaffolding, canopy, fences and props as may
be required, or for the purpose of posting notices of nonliability for
alterations, additions or repairs, or for the purpose of placing upon the
property in which the premises are located any usual or ordinary "For Sale"
signs. Landlord shall be permitted to do any of the above without any rebate of
rent and without any liability to Tenant for any loss of occupation or quiet
enjoyment of the premises thereby occasioned. Tenant shall permit Landlord, at
any time within thirty (30) days prior to the expiration of this Lease, to
place upon said premises any usual or ordinary "For Lease" signs and during
such thirty (30) day period Landlord or his agents may, during normal business
hours, enter upon said premises and exhibit same to prospective tenants.
19. DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial
destruction of said premises or the building containing same during said term
which requires repairs to either said premises or said building, or (b) said
premises or said building being declared unsafe or unfit for occupancy by any
authorized public authority for any reason other than Tenant's act, use or
occupation, which declaration requires repairs to either said premises or said
building, Landlord shall forthwith make said repairs provided Tenant gives to
Landlord thirty (30) days written notice of the necessity therefor. No such
partial destruction (including any destruction necessary in order to make
repairs required by any declaration made by any public authority) shall in any
wise annul or void this Lease except that Tenant shall be entitled to a
proportionate reduction of minimum guaranteed rental while such repairs are
being made, such proportionate reduction to be based upon the extent to which
the making of such repairs shall interfere with the business carried on by
Tenant in said premises. However, if during the term of this Lease the building
is damaged as a result of fire or any other casualty to an extent in excess of
twenty-five
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(25%) per cent of its then replacement cost, (excluding foundations(s),
Landlord may within the (30) days following the date such damage occurs
terminate this Lease by written notice to Tenant. If Landlord, however, elects
to make said repairs, and provided Landlord uses due diligence making said
repairs, this Lease shall continue in full force and effect and the minimum
guarantee rental shall be proportionately reduced as hereinabove provided. If
Landlord elects to terminate this Lease all rentals shall be prorated between
Landlord and Tenant as of the date of such destruction.
In respect to any partial destruction (including any destruction
necessary in order to make repairs required by any such declaration of any
authorized public authority) which Landlord is obligated to repair or may elect
to repair under the terms of this Article 19, the provisions of Section 1932,
Subdivision (2) and Section 1933, Subdivision (4) of the Civil Code of the
State of California are waived by Tenant.
20. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease, or
any interest therein, and shall not sublet the demised or any part thereof, or
any right or privilege appurtenant thereto, or permit any other person (the
agents and servants of Tenant excepted) occupy or use the demised premises, or
any portion thereof.
21. DEFAULT. In the event of any breach of this Lease by Tenant, the
Landlord shall notify the Tenant in writing of such breach, and Tenant shall
have ten (10) days in which to cure any such breach as to payments of rent or
other sums due hereunder, and thirty (30) days to cure any other breach, and if
Tenant shall fail to cure such breach or default within such time limit, then
Landlord, besides other rights or remedies Landlord may have, shall have the
immediate right of re-entry and may remove all persons and property from the
premises; and such property may be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of, Tenant. Should Landlord elect
to re-enter, as herein provided, or should Landlord take possession pursuant to
legal proceedings or pursuant to any notice provided for by law, Landlord may
either terminate this Lease or may from time to time, without terminating this
Lease, re-let said premises or any part thereof for such term or terms (which
may be for a term extending beyond the term of this Lease) and at such rental
or rentals and upon such other terms and conditions as Landlord in his sole
discretion may deem advisable, with the right to make alterations and repairs
to said premises. Upon such re-letting (a) Tenant shall be immediately liable
to pay to Landlord, in addition to any indebtedness other than rent due
hereunder, the cost and expenses of such re-letting and of such alteration and
repair, incurred by Landlord, and the amount, if any, by which the rent
reserved in this Lease for the period of such re-letting (up to but not beyond
the term of this Lease) exceeds the amount agreed to be paid as rent for the
demised premises for such period of such re-letting; or (b) At the option of
Landlord, rents received by such Landlord from such re-letting shall be
applied as follows: First, to the payment of any indebtedness, other than rent,
due hereunder from Tenant to Landlord; Second, to the payment of any costs and
expenses of such re-letting and of such alterations and repairs; Third, to the
payment of rent due and unpaid hereunder; and the residue, if any, shall be held
by Landlord and applied in payment of future rent as the same may become due and
payable hereunder. If Tenant has been credited with any rent to be received by
such re-letting under option (a), and such rent shall not be promptly paid to
Landlord by the new tenant, or if such rentals received from re-letting under
option (b) during any month be less than that to be paid during that month by
Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly. No such re-entry or taking
possession of said premises by Landlord shall be construed as an election on
Landlord's part to terminate this Lease unless a written notice of such
intention be given to Tenant or unless the termination thereof be decreed by a
court of competent jurisdiction. Notwithstanding any re-letting without
termination, Landlord may at any time thereafter elect to terminate this Lease
for such previous breach. Should Landlord at any time elect to terminate this
Lease for any breach, in addition to any other remedies he may have, Landlord
may recover from Tenant all damages incurred by Landlord by reason of such
breach, including the cost of recovering the premises, and including the worth
at the time of such termination of the excess, if any, of the amount of rent and
charges equivalent to rent reserved in this Lease for the remainder of the
stated term of this Lease over the then reasonable rental value of the premises
for the remainder of the stated term, all of which amounts shall be immediately
due and payable from Tenant to Landlord.
22. INSOLVENCY OF TENANT. Tenant agrees that in the event all or
substantially all of its assets be placed in the hands of a receiver or
trustee, and in the event such receivership or trusteeship continue for a period
of ten (10) days, or should Tenant make an assignment for the benefit of
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creditors, or be adjudicated a bankrupt, or should Tenant institute any
proceedings under any state or federal bankruptcy act wherein Tenant seeks to
be adjudicated a bankrupt, or seeks to be discharged of its debts, or should
any involuntary proceeding be filed against such Tenant under such bankruptcy
laws and Tenant consents thereto or acquiesces therein by pleading or default,
then the Lease or any interest in and to the demised premises shall not become
an asset in any of such proceedings and in any of such events, and in addition
to any and all rights or remedies of Landlord hereunder or as provided by law,
it shall be lawful for Landlord at his option to declare the terms hereof ended
and to reenter the demised premises and take possession thereof and remove all
persons therefrom and Tenant shall have no further claim therein or hereunder.
23. SURRENDER OF LEASE. The voluntary or other surrender of this Lease
by Tenant, or mutual cancellation thereof, shall not work a merger, and shall,
at the option of Landlord, terminate all or any existing sub-leases or
sub-tenancies, or may, at the option of Landlord, operate as an assignment to
him of any or all of such sub-leases or sub-tenancies.
24. SALE OF PREMISES BY LANDLORD. In the event of any sale of the
demised premises by Landlord, Landlord shall be and is hereby entirely freed and
relieved of all liability under an and all of its covenants and obligations
contained in or derived from this Lease arising out of an act, occurrence or
omission occurring after the consummation of such sale; and the purchaser, and
such sale or any subsequent sale of the demised 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 and
agreed to carry out any and all of the covenants and obligations of the
Landlord under this Lease.
25. HOURS OF BUSINESS. Subject to the provisions of Article 19
hereof, Tenant shall continuously during the entire term hereof conduct and
carry on Tenant's business in the demised premises and shall keep the demised
premises open for business and cause Tenant's business to be conducted therein
during the usual business hours of each and every business day as is customary
for businesses of like character in the city in which the demised premises are
located to be open for business; provided, however, that this provision shall
not apply if the demised premises should be closed and the business of Tenant
temporarily discontinued therein on account of strikes, lockouts or similar
causes beyond the reasonable control of Tenant or closed for not more than
three days out of respect to the memory of any deceased officer or employee of
Tenant, or the relative of any such officer or employee. Tenant shall keep the
demised premises adequately stocked with merchandise, and with sufficient sales
personnel to care for the patronage, and to conduct said business in accordance
with sound business practice.
In the event of breach by the Tenant of any of the conditions in this
Article contained, the Landlord shall have, in addition to any and all remedies
herein provided, the right at its option to collect not only the minimum rent
herein provided, but additional rent at the rate of one-thirtieth (1/30) of the
minimum monthly rent herein provided for each and every day that the Lessee
shall fail to conduct its business as herein provided; said additional rent
shall be deemed to be in lieu of any percentage rent that might have been
earned during such period of the Tenant's failure to conduct its business as
herein provided.
26. ATTORNEY'S FEES. In the event the Landlord finds it necessary to
retain an attorney in connection with the default by the Tenant in any of the
agreements or covenants contained in this Lease, Tenant shall pay reasonable
attorneys' fees to said attorney.
27. SECURITY DEPOSIT. Tenant contemporaneously with the execution of
this Lease, has deposited with Landlord the sum of sixty five thousand
($65,000.00) Dollars, receipt of which is hereby acknowledged by Landlord, said
deposit being given to secure the faithful performance by the Tenant of all of
the terms, covenants, and conditions of this Lease by the Tenant to be kept and
performed during the term hereof. Tenant agrees that if the Tenant shall fail
to pay the rent herein reserved promptly when due, said deposit may, at the
option of the Landlord (but Landlord shall not be required to) be applied to
any rent due and unpaid, and if the Tenant violates any of the other terms,
covenants, and conditions of this Lease, said deposit may be applied to any
damages suffered by Landlord as a result of Tenant's default, to the extent of
the amount of the damages suffered.
Nothing contained in this Article 27 shall in any way diminish or be
construed as waiving any of the Landlord's other remedies as provided in
Article 21 hereof, or by law or in equity. Should the entire security deposit,
or any portion thereof, be appropriated and applied by Landlord for the payment
of overdue rent or other sums due and payable to Landlord by Tenant hereunder,
then Tenant shall, on the written demand of Landlord, forthwith remit to
Landlord a sufficient amount in cash to restore said security deposit to its
original amount, and Tenant's failure to do so within fifteen (15) days after
receipt of such demand shall constitute a breach of this Lease. Should Tenant
comply with all of the terms, covenants, and conditions of this Lease and
promptly pay all of the rental herein provided for as it falls due, and all
other sums payable by Tenant to Landlord hereunder, said security deposit shall
be returned in full to Tenant at the end of the term of this Lease, or upon the
earlier termination of this Lease pursuant to the provisions of Article 19
hereof. Landlord shall have the right to commingle said security deposit with
other funds of Landlord. Landlord may deliver the funds deposited herein by
Tenant to the purchaser of Landlord's interest in the demised premises in the
event that such interest be sold, and thereupon Landlord shall be discharged
from further liability with respect to such deposit.
*The sum of $48,000.00 of the above said security deposit has been credited
from the expiring lease for the premises, dated August 10, 1990.
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28.
29. COMPETITION. During the term of this Lease, Tenant shall not
directly or indirectly engage in any similar or competing business within a
driving radius of three (3) miles from the outside boundary of the Shopping
Center.
30. HOLDING OVER. Any holding over after the expiration of the term of
this Lease, with the consent of Landlord, shall be construed to be a tenancy
from month to month, cancellable upon thirty (30) days written notice, and at a
rental and upon terms and conditions as existed during the last year of the term
hereof.
31. NOTICES. Wherever in this Lease it shall be required or permitted
that notice and demand be given or served by either party to this Lease to or on
the other, such notice or demand shall be given or served and shall not be
deemed to have been duly given or served unless in writing and forwarded by
certified mail, addressed as follows:
TO: Landlord TO: Tenant
PLAZA INTERNATIONAL
AT: 21777 Ventura Blvd. AT:
Woodland Hills, Calif. 91364
Either party may change such address by written notice by registered
mail to the other.
32. SUCCESSORS IN INTEREST. The covenants herein contained shall,
subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of all the parties hereto; and
all of the parties hereto shall be jointly and severally liable hereunder.
33. TENANT'S PERFORMANCE. In the event Tenant shall fail within any
time limits which may be provided herein to complete any work or perform any
other requirement provided to be performed by Tenant prior to the commencement
hereof, or in the event Tenant shall cause a delay in the completion of any
work, Landlord shall send Tenant written notice of said default and if said
default is not corrected within 10 days thereafter, Landlord shall have the
option of terminating this Lease by a written notice of termination and upon
forwarding of said notice this Lease shall cease and terminate, Landlord shall
be entitled to retain as liquidated damages all deposits made hereunder and such
improvements as Tenant may have annexed to the realty that can not be removed
without damage thereto.
34. FORCE MAJEURE. If either party hereto shall be delayed or
prevented from the performance of any act required hereunder by reason of acts
of God, strikes, lockouts, labor troubles, inability to procure materials,
restrictive governmental laws or regulations or other cause without fault and
beyond the control of the party obligated (financial inability excepted),
performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such delay; provided, however, nothing in this
Article 34 contained shall excuse Tenant from the prompt payment of any rental
or other charge required of Tenant hereunder except as may be expressly provided
elsewhere in this Lease.
35. PARTIAL INVALIDITY. If any term, covenant, condition or provision
of this Lease is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the provisions hereof shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereof.
36. MARGINAL CAPTIONS. The various headings and numbers herein and the
grouping of the provisions of this Lease into separate Articles and paragraphs
are for the purpose of convenience only and shall not be considered a part
hereof.
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37. TIME. Time is of the essence of this Lease.
38. SUBORDINATION, ATTORNMENT. Upon request of the Landlord, Tenant
will in writing subordinate its rights hereunder to the lien of any first
mortgage, or first deed of trust, to any bank, insurance company or other
lending institution, now or hereafter in force against the land and building of
which the demised premises are a part, and upon any buildings hereafter placed
upon the land of which demised premises are a part, and to all advances made or
hereafter to be made upon the security thereof.
In the event any proceedings are brought for foreclosure, or in the
event of the exercise of the power of sale under any mortgage or deed of trust
made by the Landlord covering the demised premises, the Tenant shall attorn to
the purchaser upon any such foreclosure or sale and recognize such purchaser as
the Landlord under this Lease.
The provisions of this Article to the contrary notwithstanding, and so
long Tenant is not in default hereunder, this Lease shall remain in full force
and effect for the full term hereof.
Within ten (10) days after request therefor by Landlord, or in the
event that upon any sale, assignment or hypothecation of the demised premises
or the land thereunder by the Landlord, an offset statement shall be required
from Tenant, Tenant agrees to deliver in recordable form a certificate
addressed to any such proposed mortgagee or purchaser or to the Landlord
certifying that this Lease is in full force and effect (if such be the case)
and that there are no differences or offsets thereto or stating those claimed
by Tenant.
40. It is understood and agreed that should Landlord not be able to
give possession to Tenant of 21845 Ventura Bl. Woodland Hills, Ca. on August 1,
1993, this lease shall remain in full force, except that the Tenant's
obligations under this lease shall commence when possession is given to Tenant.
41. Tenant shall connect the water usage pipes from 21845 to the
metered water usage system in 21857 Ventura Bl. Woodland Hills, Ca.
42. As of the commencement of this lease, the lease for the premises
known as 21857 Ventura Bl. Woodland Hills, Ca. dated August 10, 1990 shall be
null and void.
43. Landlord shall not unreasonably withhold his consent to an
assignment of this lease by Tenant, provided that Tenant is not in default of
this lease. In the event of an assignment, Tenant shall pay to Landlord the
additional amount equal to 1-1/2 month's rent then in effect.
43. In the event of an assignment of this lease, new Tenant shall pay
to Landlord the additional sum of $22,000.00 as security deposit under Article
27.
IN WITNESS WHEREOF, the parties have duly executed this Lease together
with the herein referred to Exhibits which are attached hereto, the day and
year first above written.
PLAZA INTERNATIONAL /s/ Sol S. Zide
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Sol S. Zide
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