Attached files
EXHIBIT
10.1
Commercial
Lease Agreement
This
Agreement (Lease) is entered into on this 26TH day
of OCTOBER, 2009, by and between Winaway International, Inc. (Landlord), and
FROZEN FOOD GIFT GROUP, INC. (Tenant). Landlord is the owner of land and
improvements whose address is: 8067 QUARTERFIELD RD, SEVERN, MD 21144. Landlord
desires to lease the Leased Premises to Tenant, and Tenant desires to lease the
Leased Premises from Landlord for the term, at the rental and upon the
provisions set forth herein.
THEREFORE,
in consideration of the mutual promises contained herein, and for other good and
valuable consideration, it is agreed:
Term.
The
Initial Term of the Lease shall begin on the1ST day of NOVEMBER, 2009. The Lease
is a month-to-month agreement. Landlord shall use its best efforts to put Tenant
in possession of the Leased Premises on the beginning of the Lease term. If
Landlord is unable to timely provide the Leased Premises, rent shall abate for
the period of delay. Tenant shall make no other claim against Landlord for any
such delay.
Rent.
Tenant
shall pay to Landlord during the Initial Term rent of 18,000 Dollars ($) per
year, payable in installments of 1,500 Dollars ($) per month. Each installment
payment shall be due in advance on the first day of each calendar month during
the lease term. The rental payment amount for any partial calendar months
included in the lease term shall be prorated on a daily basis.
Prohibited
Uses.
Notwithstanding
the forgoing, Tenant shall not use the Leased Premises for the purposes of
storing, manufacturing or selling any explosives, flammables or other inherently
dangerous substance, chemical, thing or device.
Sublease and
Assignment.
Tenant
shall have the right without Landlord's consent, to assign this Lease to a
business with which Tenant may merge or consolidate, to any subsidiary of
Tenant, to any corporation under common control with Tenant, or to a purchaser
of substantially all of Tenant's assets.
Except as
set forth above, Tenant shall not sublease all or any part of the Leased
Premises, or assign this Lease in whole or in part without Landlord's consent,
such consent not to be unreasonably withheld or delayed.
Alterations and
Improvements.
Tenant,
at Tenant's expense, shall have the right, upon obtaining Landlord's consent, to
remodel, redecorate, and make additions, improvements and replacements of and to
all or any part of the Leased Premises from time to time as Tenant may deem
desirable, provided the same are made in a workmanlike manner and utilizing good
quality materials. Tenant shall have the right to place and install personal
property, trade fixtures, equipment and other temporary installations in and
upon the Leased Premises, and fasten the same to the premises. All personal
property, equipment, machinery, trade fixtures and temporary installations,
whether acquired by Tenant at the commencement of the Lease term or placed or
installed on the Leased Premises by Tenant thereafter, shall remain Tenant's
property free and clear of any claim by Landlord. Tenant shall have the right to
remove the same at any time during the term of this Lease provided that Tenant
shall repair, at Tenant's expense, all damage to the Leased Premises caused by
such removal.
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Property
Taxes.
Landlord
shall pay, prior to delinquency, all general real estate taxes and installments
of special assessments coming due during the Lease term on the Leased Premises,
and all personal property taxes with respect to Landlord's personal property, if
any, on the Leased Premises. Tenant shall be responsible for paying all personal
property taxes with respect to Tenant's personal property at the Leased
Premises.
Insurance.
If the
Leased Premises or any other part of the Building is damaged by fire or other
casualty resulting from any act of negligence by Tenant or by any of Tenant's
agents, employees or invitees, rent shall not be diminished or abated while such
damages are under repair, and Tenant shall be responsible for the costs of
repair not covered by insurance.
Landlord
shall maintain fire and extended coverage insurance on the Building and the
Leased Premises in such amount as Landlord shall deem appropriate. Tenant shall
be responsible, at its expense, for fire and extended coverage insurance on all
of its personal property, including removable trade fixtures, located in the
Leased Premises.
Tenant
and Landlord shall, each at its own expense, maintain a policy or policies of
comprehensive general liability insurance with respect to the particular
activities of each in the Building with the premiums thereon fully paid on or
before due date. Such insurance policy shall be issued by and binding upon an
insurance company approved by Landlord, and shall afford minimum protection of
not less than $1,000,000 combined single limit coverage of bodily injury,
property damage or combination thereof. Tenant shall provide Landlord with
current Certificates of Insurance evidencing Tenant's compliance with this
Paragraph.
Utilities.
Tenant
shall pay all charges for water, sewer, gas, electricity, telephone and other
services and utilities used by Tenant on the Leased Premises during the term of
this Lease unless otherwise expressly agreed in writing by Landlord. In the
event that any utility or service provided to the Leased Premises is not
separately metered, Landlord shall pay the amount due and separately invoice
Tenant for Tenant's pro rata share of the charges.
Tenant
shall pay such all such utility charges prior to the due date. Tenant
acknowledges that the Leased Premises are designed to provide standard office
use electrical facilities and standard office lighting. Tenant shall not use any
equipment or devices that utilizes excessive electrical energy or which may, in
Landlord's reasonable opinion, over load the wiring or interfere with electrical
services to other tenants.
Signs.
Following
Landlord's consent, Tenant shall have the right to place on the Leased Premises,
at locations selected by Tenant, any signs which are permitted by applicable
zoning ordinances and private restrictions. Landlord may refuse consent to any
proposed signage that is in Landlord's opinion too large, deceptive,
unattractive or otherwise inconsistent with or inappropriate to the Leased
Premises or use of any other tenant. Landlord shall assist and cooperate with
Tenant in obtaining any necessary permission from governmental authorities or
adjoining owners and occupants for Tenant to place or construct the foregoing
signs. Tenant shall repair all damage to the Leased Premises resulting from the
removal of signs installed by Tenant.
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Entry.
Landlord
shall have the right to enter upon the Leased Premises at reasonable hours to
inspect the same, provided Landlord shall not thereby unreasonably interfere
with Tenant's business on the Leased Premises.
Parking.
During
the term of this Lease, Tenant shall have the non-exclusive use in common with
Landlord, other tenants of the Building, their guests and invitees, of the
non-reserved common automobile parking areas, driveways, and footways, subject
to rules and regulations for the use thereof as prescribed from time to time by
Landlord. Landlord reserves the right to designate parking areas for Tenant and
Tenant's agents and employees. Tenant shall provide Landlord with a list of all
license numbers for the cars owned by Tenant, its agents and
employees.
Building
Rules.
Tenant
will comply with the rules of the Building adopted and altered by Landlord from
time to time and will cause all of its agents, employees, invitees and visitors
to do so; all changes to such rules will be sent by Landlord to Tenant in
writing. The initial rules for the Building are attached hereto as Exhibit "A"
and incorporated herein for all purposes.
Damage and
Destruction.
If the
Leased Premises or any part thereof or any appurtenance thereto is so damaged by
fire, casualty or structural defects, such damage or defects not being the
result of any act of negligence by Tenant or by any of Tenant's agents,
employees or invitees, that the same cannot be used for Tenant's purposes, then
Tenant shall have the right within ninety (90) days following damage to elect by
notice to Landlord to terminate this Lease as of the date of such damage. In the
event of minor damage to any part of the Leased Premises, and if such damage
does not render the Leased Premises unusable for Tenant's purposes, Landlord
shall promptly repair such damage at the cost of the Landlord. In making the
repairs called for in this paragraph, Landlord shall not be liable for any
delays resulting from strikes, governmental restrictions, inability to obtain
necessary materials or labor or other matters which are beyond the reasonable
control of Landlord. Tenant shall be relieved from paying rent and other charges
during any portion of the Lease term that the Leased Premises are inoperable or
unfit for occupancy, or use, in whole or in part, for Tenant's purposes. Rentals
and other charges paid in advance for any such periods shall be credited on the
next ensuing payments, if any, but if no further payments are to be made, any
such advance payments shall be refunded to Tenant. The provisions of this
paragraph extend not only to the matters aforesaid, but also to any occurrence
which is beyond Tenant's reasonable control and which renders the Leased
Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use,
in whole or in part, for Tenant's purposes.
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Default.
In the
event of a default made by Tenant in the payment of rent when due to Landlord,
Tenant shall have fifteen (15) days after receipt of written notice thereof to
cure such default. In the event of a default made by Tenant in any of the other
covenants or conditions to be kept, observed and performed by Tenant, Tenant
shall have thirty (30) days after receipt of written notice thereof to cure such
default. In the event that the Tenant shall fail to cure any default within the
time allowed under this paragraph, Landlord may declare the term of this Lease
ended and terminated by giving Tenant written notice of such intention, and if
possession of the Leased Premises is not surrendered, Landlord may reenter said
premises. Landlord shall have, in addition to the remedy above provided, any
other right or remedy available to Landlord on account of any Tenant default,
either in law or equity. Landlord shall use reasonable efforts to mitigate its
damages.
Quiet
Possession.
Landlord
covenants and warrants that upon performance by Tenant of its obligations
hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable
and undisturbed and uninterrupted possession of the Leased Premises during the
term of this Lease.
Condemnation.
If any
legally, constituted authority condemns the Building or such part thereof which
shall make the Leased Premises unsuitable for leasing, this Lease shall cease
when the public authority takes possession, and Landlord and Tenant shall
account for rental as of that date. Such termination shall be without prejudice
to the rights of either party to recover compensation from the condemning
authority for any loss or damage caused by the condemnation. Neither party shall
have any rights in or to any award made to the other by the condemning
authority.
Subordination.
Tenant
accepts this Lease subject and subordinate to any mortgage, deed of trust or
other lien presently existing or hereafter arising upon the Leased Premises, or
upon the Building and to any renewals, refinancing and extensions thereof, but
Tenant agrees that any such mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such
terms and subject to such conditions as such mortgagee may deem appropriate in
its discretion. Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other lien
now existing or hereafter placed upon the Leased Premises of the Building.
Tenant agrees that it will from time to time upon request by Landlord execute
and deliver to such persons as Landlord shall request a statement in recordable
form certifying that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the same is in full force and effect as
so modified), stating the dates to which rent and other charges payable under
this Lease have been paid, stating that Landlord is not in default hereunder (or
if Tenant alleges a default stating the nature of such alleged default) and
further stating such other matters as Landlord shall reasonably
require.
Security
Deposit.
Landlord
shall hold the Security Deposit without liability for interest and as security
for the performance by Tenant of Tenant's covenants and obligations under this
Lease, it being expressly understood that Tenant shall not consider the Security
Deposit an advance payment of rent or a measure of Landlord's damages in case of
default. Unless otherwise provided by law or regulation, Landlord may commingle
the Security Deposit with Landlord's other funds. Landlord may, from time to
time, without prejudice to any other remedy, use the Security Deposit to the
extent necessary to make good any arrearages of rent or to satisfy any other
covenant or obligation of Tenant hereunder. Following any such application of
the Security Deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount. If
Tenant is not in default at the termination of this Lease, Landlord shall return
the balance of the Security Deposit remaining after any such application to
Tenant.
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Brokers.
Tenant
represents that Tenant was not shown the Premises by any real estate broker or
agent and that Tenant has not otherwise engaged in, any activity which could
form the basis for a claim for real estate commission, brokerage fee, finder's
fee or other similar charge, in connection with this Lease.
Waiver.
No waiver
of any default of Landlord or Tenant hereunder shall be implied from any
omission to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and that only for the time and to the
extent therein stated. One or more waivers by Landlord or Tenant shall not be
construed as a waiver of a subsequent breach of the same covenant, term or
condition.
Memorandum of
Lease.
The
parties hereto contemplate that this Lease should not and shall not be filed for
record, but in lieu thereof, at the request of either party, Landlord and Tenant
shall execute a Memorandum of Lease to be recorded for the purpose of giving
record notice of the appropriate provisions of this Lease.
Headings.
The
headings used in this Lease are for convenience of the parties only and shall
not be considered in interpreting the meaning of any provision of this
Lease.
Successors.
The
provisions of this Lease shall extend to and be binding upon Landlord and Tenant
and their respective legal representatives, successors and assigns.
Consent.
Landlord
shall not unreasonably withhold or delay its consent with respect to any matter
for which Landlord's consent is required or desirable under this
Lease.
Performance.
If there
is a default with respect to any of Landlord's covenants, warranties or
representations under this Lease, and if the default continues more than fifteen
(15) days after notice in writing from Tenant to Landlord specifying the
default, Tenant may, at its option and without affecting any other remedy
hereunder, cure such default and deduct the cost thereof from the next accruing
installment or installments of rent payable hereunder until Tenant shall have
been fully reimbursed for such expenditures, together with interest thereon at a
rate equal to the lesser of 5 percent (%) per annum or the then highest lawful
rate. If this Lease terminates prior to Tenant's receiving full reimbursement,
Landlord shall pay the un-reimbursed balance plus accrued interest to Tenant on
demand.
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Compliance with
Law.
Tenant
and Landlord each shall comply with all laws, orders, ordinances and other
public requirements now or hereafter affecting the Leased Premises.
Final
Agreement.
This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
IN
WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.
| Landlord | Tenant | ||
| Winaway International, Inc. | JONATHAN F. IRWIN, CEO | ||
| FROZEN FOOD GIFT GROUP, INC. | |||
| 10/26/09 | 10/26/09 | ||
| Date | Date |
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