Exhibit 10.12
LEASE
THIS LEASE, made as of the 2
nd day of November, 2007, by and between William
Oesterle (“Landlord”), and AL Campus Kids, LLC, an
Indiana limited liability company
(“Tenant”);
WITNESSES:
In consideration of the mutual
covenants contained herein. Landlord and Tenant agree as
follows:
1. Leased Premises .
Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the land and building commonly known as 124 Herman St.,
Indianapolis, Indiana (the “Leased Premises”) being
approximately 1,000 in S.F. in size.
2. Term and Holding
Over .
2.1. Term . Unless earlier
terminated as herein provided, the term (“Term”) of
this Lease shall be a period commencing on January 1, 2008
(“Commencement Date”), and ending on December 31,
2012.
2.2. Holding Over . If Tenant
holds over and remains in possession of the Leased Premises after
the expiration of the Term, such holding over and continued
possession shall, if rent is paid by Tenant and accepted by
Landlord, create a tenancy from month-to-month upon all of the
terms herein specified, other than length of term.
3. Rent
.
3.1. Minimum Rent . Tenant
shall pay to Landlord as minimum rent (“Minimum Rent”)
for the Leased Premises during the Term the sum of $1 per
square foot monthly, One Thousand 00/100 Dollars ($1,000.00) per
month for each month during the Term
3.2. Payment of Minimum Rent
. Minimum Rent for the Term shall be payable in advance on or
before January 1, 2008, and on or before the first day of each
calendar month thereafter during the Term. In the event that the
Term ends other than on the last day of a calendar month, the
Minimum Rent for each day of occupancy during such month shall be
1/30th of such month’s Minimum Rent.
3.3. General .
“Rent” as used herein shall mean any and all sums,
charges and payments owing from Tenant to Landlord pursuant to this
Lease. All Rent shall be paid without relief from valuation and
appraisement laws and shall be payable without offset for any
amount due or claimed to be due from Landlord to Tenant.
3.4. Tenant to Landlord pursuant to
this Lease shall become overdue for a period in excess of five
(5) days: (i) such unpaid amounts shall bear interest
from the due date thereof to the date of payment at the rate of one
and one-half percent (1-1/2%) per month, and (ii) in
addition to and not in lieu of any other remedy Landlord may have
hereunder or by law, a late charge in the amount of five percent
(5%) of such overdue payment shall be paid by Tenant to
Landlord, which late charge shall be payable upon
demand.
4. Taxes on Tenant’s
Business and Property . Lessee shall reimburse Lessor as
additional rent for its proportionate share of any increase in
Lessor’s annual real estate taxes regardless of the cause of
such tax increase over the amount of such taxes paid by Lessor in
the year 2007. Lessee’s liability herein shall begin with the
payment due for the taxes paid in 2008 and thereafter for the taxes
paid for the entire calendar year in May and November installments,
continuing each year thereafter so long as the Lessee, its
successor or assigns, remains in the subject premises, including
any lease renewals or holdovers.
The Lessee’s obligation,
pursuant to this section shall become due and payable within thirty
(30) days when billed upon the submission to Lessee by Lessor
consisting of a statement showing the computation upon which
Lessee’s payment obligation is based, with copies of all
applicable tax bills. In regard to any change in assessments,
whether tentative of final, levied or proposed to be levied against
the building and common facilities from time to time, promptly
after receipt by Lessor of notice thereof.
5. Use of Leased
Premises . The building constituting a part of Leased
Premises shall be used solely for general office purposes for
Tenant’s employees and for no other purpose whatsoever.
Tenant shall not use the Leased Premises for any treatment, storage
or disposal of any hazardous, special or other wastes, substances,
materials, constituents, pollutants or contaminants (as those terms
are defined under applicable local, state and federal laws and
regulations promulgated thereunder). Tenant shall not allow any
waste, damage or nuisance on the Leased Premises, or use or permit
the use of the Leased Premises for any unlawful purpose and shall
obtain all permits or approvals required for, and comply with all
laws, ordinances, rules, regulations, orders and decrees of any
governmental authority now or hereafter affecting or relating to,
Tenant’s use of the Leased Premises.
6. Utilities . Tenant
shall pay all usage and other charges for any and all utility
services rendered or furnished to the Leased Premises, including,
but not limited to, gas, electricity, water and sanitary
sewer.
7. Maintenance and
Repairs . Tenant, at Tenant’s expense, shall keep and
maintain the Leased Premises and every part thereof in at least the
same condition and repair as on the Commencement Date and as
necessary for Tenant’s use of the Leased Premises as
permitted by this Lease. Such maintenance shall include mowing of
grass and removal of snow and ice from the vacant lot and sidewalks
on or about the Leased Premises as necessary to maintain the
grounds of the Leased Premises in a safe and sightly condition.
Lessee shall maintain and repair, when necessary, the air
conditioning, plumbing, mechanical equipment, gas and electrical
appurtenances and fixtures, and controls. Lessee shall be
responsible for the prompt replacement of any broken
-2-
or cracked window glass, replacing said glass
with the same size, thickness quality and tint any interior
repairs, painting or decorating.
8. Assignment and
Subletting . The lease should not be assigned, or
the demised premises underlet, without consent of the Lessor heron
endorsed, which consent shall not be unreasonably withheld, and
such consent having been given, the Lessee shall, nevertheless,
remain primarily liable to perform all covenants and conditions
hereof and to guarantee such performance by its assignee or
subtenant.
9. Access to Leased
Premises . Tenant shall permit Landlord a
