Exhibit 10.18
REAL ESTATE LEASE
This Lease Agreement (this
“Lease”) is made effective as of February 22, 2007
(“Effective Date”) by and between Welcome Holdings,
L.L.C., a limited liability company organized in the state of
Florida with its principal place of business at 365 Taft-Vineland
Rd., Suite 105, Orlando, FL 32824 . (“Landlord”), and
Signature Special Event Services, Inc., a Maryland corporation with
its principal place of business at 285 Buchiemer Rd., Frederick, MD
21701 (“Tenant”). The parties agree as
follows:
PREMISES. Landlord, in consideration
of the lease payments provided in this Lease, leases to Tenant two
buildings, one new office trailer, and lot space located at 750
Central Florida Pkwy., Orlando, FL 32824 (the
“Premises”).
TERM. The lease term will begin on
April 1, 2007 (“Commencement Date”) and will
terminate on March 31, 2012. The lease may be renewed for an
additional five years at the market rate.
Subject to the terms set forth under
DESTRUCTION OF THE PREMISES, if Tenant terminates this Real Estate
Lease for convenience prior to the end of the lease term, Tenant
shall pay to Landlord an amount equal to the lesser of (a) an
amount equal to twelve times the pre-tax monthly lease payments
then in effect or (b) an amount equal to the number of months
remaining in the then-current lease term times the pre-tax monthly
lease payments then in effect (“Early Termination
Payment”). The Early Termination Payment shall constitute
Landlord’s exclusive remedy for any early termination by
Tenant of this Real Estate Lease.
LEASE PAYMENTS. Tenant shall pay to
Landlord monthly payments of $30,000.00 per month, payable in
advance on the first day of each month. The state sales tax (which
is currently 6.5%) will be added to the monthly rent for a total
monthly rent payment of $31,950.00. The monthly rent for the months
of April 2007, May 2007, and June 2007 will be $15,000.00 plus
6.5% sales tax for a total monthly rent of $15,975.00. In the event
that Landlord has not completed the Landlord Repairs and
Improvements as specified on Schedule A by July 1, 2007, the
monthly rent will remain at $15,000.00 per month plus sales tax
until such time as these improvements are completed. Lease payments
shall be made to the Landlord at 365 Taft-Vineland Rd., Suite 105,
Orlando, FL 32824, which address maybe changed from time to time by
the Landlord. There will be an annual rent increase of 2% due on
each anniversary date of this lease beginning on the anniversary
date of the lease. The security deposit for this lease will be
$30,000.00.
POSSESSION. Tenant shall be entitled
to possession on the first day of the lease and shall yield
possession to Landlord on the last day of the term of this Lease,
unless otherwise agreed by both parties in writing.
PROPERTY INSURANCE. Tenant shall be
responsible to maintain appropriate insurance for their respective
interests in the Premises and property located on the Premises.
Landlord shall be named as an additional insured in such policies.
Tenant shall deliver appropriate evidence to Landlord as
proof
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that adequate insurance is in force. Landlord
shall have the right to require that the Landlord receive notice of
any termination of such insurance policies.
LIABILITY INSURANCE. Tenant shall
maintain general commercial liability insurance in a total
aggregate sum of at least $l,000,000.00. Tenant shall deliver a
Certificate of Insurance to Landlord as proof that adequate
insurance is in force. Landlord requires that the Landlord receive
notice of any termination of such insurance policies.
MAINTENANCE. Tenant shall have the
responsibility to maintain the Premises in good repair at all times
during the term of this Lease including common ground maintenance,
except that Landlord shall be responsible for all maintenance and
for making all necessary repairs to the structural integrity,
exterior walls and roof of the buildings that are part of the
Premises. Landlord hereby represents and warrants to Tenant that
the HVAC systems within the Premises are in good working order and
will be in good working order for the first year of the lease
term.
Within a reasonable time after the
Effective Date, with the intent of being completed no later than
three months (notwithstanding any weather delays or delays in
permitting), at Landlord’s cost, Landlord shall make the
repairs and improvements set forth on Schedule A.
DESTRUCTION OF THE PREMISES.
Landlord and Tenant covenant and agree that if the Premises shall
be wholly or partially damaged by fire, flood, windstorm, tornado
or other similar causes to such an extent that the Premises shall
be rendered untenable, then either party may elect, within 30 days
after such damage, to terminate this Real Estate Lease by providing
to the other party written notice of termination, and if either
party shall so elect, both parties shall stand released of and from
further liability under the terms hereof. If the Premises shall
suffer only minor damage and shall not be rendered untenable by any
such casualty, or in the event the Premises are rendered untenable
and the option to terminate is no exercised by either party,
Landlord covenants and agrees to proceed to promptly and without
expense to Tenant, except for leasehold improvements not the
property of Landlord, to repair the damage. Landlord shall have a
reasonable time within which to rebuild or make any repairs, and
such rebuilding and repairing shall be subject to delays caused by
storms, shortages of labor and materials, and other similar causes
beyond the control of Landlord. In all cases in which the Premises
shall be rebuild or repaired by Landlord, Tenant shall be entitled
to an equitable abatement of the rent, depending upon the nature
and extent of the untenability of the Premises until the repairs
and restoration is complete.
DANGEROUS MATERIALS. Other than as
set forth in Schedule B, Tenant shall not keep or have on
the
