Exhibit 10.1
COMMERCIAL LEASE
AGREEMENT
This Lease
Agreement (this “Lease”) is entered by and between U.
S. Growers Cold Storage Inc (“Landlord”) and Overhill
Farms, Inc. (“Tenant”) on November 15,
2008. Landlord and Tenant may collectively be referred
to as the “Parties.”
The Parties
agree as follows:
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Premises. Landlord hereby leases the
property commonly described as: 3055 E. 44
th St., 3021 E. 44 th St., 3009 E. 44
th St. and 3001 E. 44 th St. Vernon, CA 90058 designated as
Warehouse and processing areas; together with all existing
structures, fixtures, equipment and parking areas to
Tenant. The total square footage of the Premises is
123,284.
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Tenant shall be
responsible for all utilities and services including, but not
limited to: Electricity, Water, Gas, Sewer, Fire,
Etc. For those utilities or services that Landlord is
responsible for but are not individually metered, Tenant shall pay
the amount due, and invoice Landlord for Landlord’s pro rata
share of the charges. Landlord shall pay such charges
within ten (10) days of receiving invoice.
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This lease does
not encompass areas located at 3009 and 3001 which are considered
office space and are currently occupied by tenants.
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LEASE
TERM. The
term of the lease will be sixty (60) months. The lease
will start on January 1, 2009 and will end on December 31, 2014
(the “Initial Lease Term”). The Rent for the
Initial Lease Term shall be as set forth in Section 3
below. Provided that the Lease is not in default, Tenant
may extend the Lease for an additional term of Five Years (60
months) (the “Renewal Term”, collectively with the
Initial Lease Term, the “Lease Term”). If
Tenant chooses to exercise its option for the Renewal Term, Tenant
must notify Landlord in writing ninety (90) days prior to the
expiration of the Initial Lease Term. The Rent for the
Renewal Term shall be as set forth in Section 3 below, and
otherwise upon the same terms, conditions and obligations as set
forth in the Lease. This lease supercedes all other
lease agreements between the Parties.
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A. Rent
Amount. Tenant agrees to pay to Landlord as rent for the
Premises the following amount (the
“Rent”): $101,093.
B. Payment. The
rental payment as described above shall be due in advance on the
first day of each month at: 3141 E. 44
th St. Vernon CA 90058 or at any other address
designated by Landlord. If the Initial Lease Term does
not start on the first day of the month or end on the last day of a
month, the Rent for the relevant month will be prorated
accordingly.
C. Rental
Increase: The rent shall be increased annually
based upon the percentage change in the consumer price index (U.S.
Department of Labor for Urban Wage earners and Clerical Workers,
Los Angeles, California: 1967=100) for the month of
December. Each year that the lease is in place this
amount will be calculated and the rent shall be increased
accordingly. At no time shall the rent be lowered below
the previous year’s amount.
D. Late
Charges & Insufficient Funds. If any amounts due
under this Lease are more than five (5) days late, Tenant agrees to
pay a late fee of $500/day. Tenant agrees to pay the
charge of $100 for each check provided by Tenant to Landlord that
is returned to Landlord for lack of sufficient funds.
E. Taxes: Tenant
agrees to pay or cause to be paid, when due all taxes levied upon
its personal property of any and every nature, located in, on, or
about the Premises. In the event any such property is
included in any assessment levied against Landlord, whether for
real or personal property taxes, Tenant agrees to pay or cause to
be paid to Landlord the amount of such taxes attributable to
Tenant’s property within five (5) business days after
Landlord furnishes a written payment, which demand shall set forth
the method used by Landlord in allocating such
taxes. Tenant shall in addition to all other sums agreed
to be paid within five (5) days after receipt of Landlord’s
written demand therefore, the amount of all real property and
personal property taxes assessed (on a pro rata basis) against the
premises in excess of those so assessed for the tax year running
from July 1, 2008 through June 30, 2009.
Tenant agrees
to pay all Real Property Taxes and assessments for the
Premises. Real Property Taxes and Assessments means any
general real property tax, improvement tax, assessment, special
assessment, reassessment, transportation management fee or charge,
commercial rental tax, in lieu tax, levy, charge, penalty or
similar imposition imposed by any authority having direct or
indirect power to tax or authority to assess the
Premises. Landlord will pay property taxes on or before
due date. Tenant to reimburse Landlord within five (5)
days of receiving property tax bill from Landlord.
In the event
(as will be the case for the first year for the existing warehouse
space and subsequent years for existing office areas) that Tenant
has not occupied 100% of premises during tax period, the unoccupied
space shall be calculated and deducted from that amount which is
billed to Tenant.
A. Lessor is
not requiring a security deposit.
A. Permitted
Use. Tenant shall occupy and use the Premises
for: warehousing of their own goods and their
customers’ and raw materials as well as processing
operations, consistent with Tenant’s lawful business
operations. If there is any change to the use of the
Premises, Tenant must first obtain Landlord’s written
consent, which shall not be unreasonably withheld.
B. Prohibited
Use. Notwithstanding anything to the contrary, Tenant is
not to use the Premises for any illegal purposes, nor will Tenant
use the Premises for the storing, manufacture, selling or
distribution of any dangerous, noxious or hazardous
substance. Furthermore, Tenant shall not use the
Premises for any purpose that would cause Landlord’s
insurance cost to increase at any time during the Lease
Term.
Tenant will not
use Premises for public storage.
C. Noise. Tenant
shall not cause or allow any unreasonably loud noise or activity in
the Premises that might disturb the rights, comforts and
conveniences of other tenants or neighbors.
D. Signage. Tenant
is permitted to install and display signage identifying the Tenant
and Tenant’s business activities. Such signage
shall be placed: Per the requirements of the City of
Vernon. Additional signage may only be displayed with
Landlord’s prior written consent.
E. Building
Rules & Regulations. Landlord may adopt reasonable
building rules, which will become part of this Lease.
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ALTERATION,
DAMAGE & REPAIR.
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A. Alterations
and Improvements. Tenant agrees not to make any
improvements or alterations to the Premises without the prior
written consent of Landlord. If any alterations,
improvements or changes are made to or built on or around the
Premises, with the exception of fixtures and personal property that
can be removed without damage or repair of damage to the Premises,
they shall become the property of Landlord and shall remain at the
expiration of the Lease, unless otherwise agreed in
writing.
B. Damage to
the Premises. If the Premises or any part of the
Premises are damaged or destroyed by fire or other casualty not due
to Tenant’s negligence, the Rent will be abated during the
time that the Premises are rendered unfit for
occupancy. If the Premises are rendered partially unfit
because of damage or destruction not due to Tenant’s
Negligence, the Rent will be abated in proportion to the percentage
of the Premises that are and
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