COMMERCIAL SUBLEASE
THIS COMMERCIAL SUBLEASE (this “Lease”) is executed effective as of ______, 2013 (the “Effective Date”), by and between HRI/ECC, LLC, a Louisiana limited liability company (hereinafter referred to as “Landlord”), and JUMP 21 PRODUCTIONS, LLC, a Louisiana limited liability company (hereinafter referred to as “Tenant”).
RECITALS
A. Through that certain Real Estate Lease for Naval Support Activity New Orleans, West Bank, Lease No. N47692-08-RP-08P30, between United States of America, Acting By and Through the Department of the Navy (“DON”), as lessor, and Algiers Development District (“ADD”), as lessee, dated September 30, 2008 (as same may be amended and or restated from time to time, collectively, the “DON Lease”), DON leased to ADD approximately 149 acres of land, with improvements thereon, in New Orleans, Louisiana, which property is currently known as the site of Federal City (such land and improvements are hereinafter together referred to as the “Property”).
B. Thereafter and through that certain Sublease between ADD and New Orleans Federal Alliance (“NOFA”) dated September 30, 2008 (as same may be amended and or restated from time to time, collectively, the “ADD Sublease”), ADD subleased the Property to NOFA.
C. Thereafter and through that certain Master Sublease between NOFA and Landlord dated September 30, 2008 (as same may be amended and or restated from time to time, collectively, the “Master Sublease”), ADD master subleased the Property to Landlord.
D. A part of the Property consists of a one story building of approximately 24,522 square feet commonly identified as Building 10 and surrounding land at Naval Support Activity as described and illustrated on Exhibit A attached hereto (hereinafter referred to as the “Building 10 Property”).
E. Tenant desires to sublease from Landlord, and Landlord desires to sublease to Tenant, the Building 10 Property (the subleasehold interest in which is hereafter referred to as the “Premises”) pursuant to the terms and conditions of this Lease.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to certain terms defined elsewhere in this agreement, the terms below shall have the following meanings:
“ADD” shall have the meaning given such term in Recital A hereof.
“ADD Sublease” shall have the meaning given such term in Recital B hereof.
“Additional Insureds” shall mean Landlord, DON, ADD and NOFA.
“ACM” shall have the meaning given such term in Section 9.2(c) hereof.
“Applicable Laws” means any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect and in each case as amended (including, without limitation, any Environmental Law), as interpreted and enforced at the time in question and applicable to the Site.
“Base Rent” shall have the meaning given such term in Section 5.1(a) hereof.
“CCRs” means the conditions, covenants and restrictions governing the Property established by Landlord and NOFA pursuant to Section 6.1 of the Master Sublease.
“Commencement Date” shall have the meaning given such term in Section 4.1 hereof.
“DON” shall have the meaning given such term in Recital A hereof.
“DON Lease” shall have the meaning given such term in Recital A hereof.
“Environmental Condition” means any hazardous substance, pollutant or contaminant, including hazardous waste or hazardous constituent, petroleum or petroleum derivative disposed of, released or existing in environmental media such as soil, subsurface soil, air, groundwater, surface water or subsurface geological formations at levels above background.
“Existing Improvements” shall have the meaning given such term in the DON Lease.
“Events of Default” shall have the meaning given such term in Section 17.1 hereof.
“Federal City Project” means the mixed-use development project for federal and non-federal tenants at Naval Support Activity, New Orleans, Louisiana (West Bank), as generally described in the Initial Master Development Plan and the Master Plan.
“Governmental Authority” means any political body (federal, state, parish, local or otherwise) and any governmental or regulatory department, agency, office, board, commission, court, official or other governmental or regulatory authority, entity, employee or official (whether federal, state, parish, local or otherwise).
“Guarantor(s)” means ______. [Tenant to provide names].
“Guaranty” means that certain Guaranty of Lease Agreement by the Guarantors for the benefit of the Landlord. Concurrent with Tenant’s execution and delivery of this Lease, Tenant shall cause the Guarantors to execute and deliver a guaranty in favor of Landlord in the form attached hereto as Exhibit C and incorporated herein by reference.
“Initial Master Development Plan” means that certain plan which is attached as ExhibitC to the DON Lease.
“Landlord FF&E” means the furniture, fixtures and equipment owned by Landlord and located at the Premises on the Commencement Date.
“LBP” shall have the meaning given such term in Section 9.2(c) hereof.
“Master Plan” shall have the meaning given such term in Section3.1 of the Master Sublease.
“Master Sublease” shall have the meaning given such term in Recital B hereof.
“NOFA” shall have the meaning given such term in Recital B hereof.
“Notice” means any communication or notice required to be given pursuant to the terms of this Lease to Tenant, Landlord or any other party which complies with the requirements of Article XIX of this Lease.
“PCBs” shall have the meaning given such term in Section 9.2(c) hereof.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, business trust, joint stock company, unincorporated association, organization, agency, trust, estate, Governmental Authority, custodian, nominee or any other individual or entity in its own or any representative capacity.
“Pre-Existing” shall mean on or prior to the Commencement Date of this Lease.
“Premises” shall have the meaning given such term in Recital D hereof.
“Property” shall have the meaning given such term in Recital A hereof.
“RCRA” shall have the meaning given such term in Section 9.2(b) hereof.
“Senior Leases” shall have the meaning given such term in Section 2.2 hereof.
“Taxes” shall have the meaning given such term in Section 5.2(a) hereof.
“Tenant Improvements” shall have the meaning given such term in Section 4.2 hereof.
“Term” shall have the meaning given such term in Section 4.1 hereof.
“Utilities” shall have the meaning given such term in Section 5.2(a) hereof.
ARTICLE IIGRANT OF LEASE
Section 2.1 Lease
Subject to the Senior Leases (as defined below), Landlord hereby subleases and demises to Tenant, and Tenant hereby subleases from Landlord, the Premises, subject to and with the benefit of the terms, covenants, conditions and provisions set forth herein.
Section 2.2 Senior Leases
On or before the Effective Date of this Lease, Landlord has delivered to Tenant, and Tenant acknowledges having received from Landlord, true, correct and complete copies of the Don Lease, the ADD Sublease and the Master Sublease, including all exhibits attached to such leases (the “Senior Leases”).
ARTICLE IIITitle, Condition, Use and Quiet Enjoyment
Section 3.1 Title, Condition and Quiet Enjoyment
The Premises are leased “as is” to Tenant in their present condition as of the Commencement Date, subject to real estate taxes not now due and payable, to all applicable legal requirements and to all restrictions of record. Landlord and its agents may enter upon and examine the Premises at reasonable times.
Section 3.2 Permitted and Prohibited Uses
To the extent consistent with all Applicable Laws, the Initial Master Development Plan, the Master Plan and the conditions and restrictions set forth in the Senior Leases, the Premises shall be used solely for the lawful operation, maintenance and development of office, storage and production space for Tenant. The Premises may not be used for any prohibited use set forth in Section 5.3 of the DON Lease or Exhibit B attached hereto and made a part hereof. Furthermore, Tenant shall not cause, maintain or permit anything to be done in or about the Premises that would constitute a nuisance.
ARTICLE IVTERM
Section 4.1 Term
The term of this Lease (the “Term”)shall commence on the Effective Date (sometimes referred to herein as the “Commencement Date”). The Term of the Lease shall run from the Commencement Date to the six month anniversary of the Commencement Date (the “Expiration Date”). Notwithstanding the foregoing, the Landlord and the Tenant may mutually agree to extend the Term of this Lease upon such terms and conditions as are mutually agreeable to Landlord and Tenant.
Section 4.2 Reserved
ARTICLE VRENT, UTILITIES AND TAXES
Section 5.1 Base Rent
(a) Tenant shall pay to the Landlord, the sum of Nine Thousand Dollars ($9,000.00) per month ("Base Rent") for the lease of the Premises for the Term. During the Term, Tenant agrees to pay to Landlord the Base Monthly Rent in advance, on the first day of each month, without deduction, set off, prior notice or demand. During the Term, beginning on the Commencement Date, the first installment of Base Monthly Rent shall be due and payable by Tenant, and like monthly installments shall be due and payable, on or before the first day of each calendar month succeeding the Commencement Date provided that if the Commencement Date should be a date other than the first day of a calendar month, the Base Rent shall be prorated to the end of that calendar month, and all succeeding installments of Base Rent shall be payable on or before the first day of each succeeding calendar month during the Term.
(b) All Base Rent payable hereunder shall be paid without deduction or offset, and in legal currency of the United States as at the time of payment shall be legal tender for the payment of private debts.
Section 5.2 Deposit. Tenant has, concurrently with the execution of this Lease, deposited with Landlord the sum of ($9,000.00) Dollars (hereinafter referred to as the "Security Deposit") as security for the full performance of every provision of this Lease by Tenant. Landlord may apply all or any part of the Security Deposit to cure any default by Tenant hereunder, and Tenant shall promptly restore to the Security Deposit all amounts so applied upon invoice. If Tenant shall fully perform each provision of this Lease, the Security Deposit shall be returned to Tenant without interest within thirty (30) days after the expiration of the Term. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser or transferee of Landlord's interest in the Premises in the event that such interest be sold or transferred, and, in the event the purchaser or transferee assumes the obligations of Landlord, thereupon Landlord shall be discharged from any further liability with respect to such deposit.
Section 5.3 Utilities and Taxes.
(a) The Base Rent provided in Sections5.1 shall be a triple net payment to Landlord. Landlord shall not be required to pay any costs or provide any services in connection with the Premises. Tenant shall pay all utility bills, including, but not limited to electricity, gas, sewer charges and water, in connection with the use of the Premises (collectively, “Utilities”). Tenant acknowledges that electrical services associated with the Premises are not separately metered. Beginning on the first calendar month following the Commencement Date and through the calendar month following the Expiration Date or any holding over period, if applicable, Landlord will provide Tenant with a written invoice for the electrical charges associated with Tenant’s use of the Premises. Tenant shall pay Landlord the invoiced amount, without deduction, set off, prior notice or demand, within fifteen (15) days of Landlord’s issuance of such written invoice. Tenant, as additional rent, shall pay all taxes and assessments on the Premises, all improvements, machinery and equipment now or hereafter placed on the Premises, and all general or special ad valorem taxes, assessments, and charges, and all other charges and payment of every kind and nature whatsoever, extraordinary as well as ordinary, and whether or not within the contemplation of the parties, imposed by any governmental authority with respect to the Premises or any part thereof during the Term of this Lease (collectively, “Taxes”). Upon receipt of the notices of annual taxes due the City of New Orleans, the Parish of Orleans and the State of Louisiana, or any other applicable governmental authority, Tenant shall pay the taxes due on or before the date those taxes become delinquent and shall send Landlord proof of payment of same within ten (10) days after payment. Tenant at its sole cost and expense shall also pay and discharge when due, all taxes and assessments that shall or may during the Term of the Lease be charged, levied, assessed, or imposed upon any furniture, fixtures, equipment or other movable property of every type and description that may be placed in or about the Premises by any person or entity other than Landlord, NOFA or DON. If Tenant fails to pay any such taxes or assessments within this period, then, Tenant will be responsible for and will pay to Landlord, upon demand, all fines, penalties, interest and costs that may be added thereto by or otherwise payable to the taxing authority for the non-payment or late payment thereof. In addition, if Tenant fails to pay any such taxes or assessments on or before the date required herein, then Landlord has the option, but not the obligation, to pay such taxes to the taxing authority, provided, however, that Landlord will have no obligation to pay such taxes to the taxing authority and will not be liable to Tenant or any other person or entity for any failure to do so. Neither Landlord’s payment of such taxes to the taxing authority nor its failure to do so will relieve Tenant of its obligation to pay the amount of such taxes (together with interest payable hereunder and fines, penalties, interest, and costs paid to the taxing authority) or shall constitute a waiver of Landlord’s right to exercise any of its rights or remedies provided herein for Tenant’s default in failing to pay such taxes when due if that failure continues beyond the period for notice and cure as hereafter set forth.
(b) Tenant may, at its expense, for itself or in the name of Landlord, contest with the appropriate Governmental Authority any Taxes or payment for which it is responsible under this Article. Tenant shall pay any such Taxes or charges under protest and shall follow the procedures set forth in the then current Applicable Law in pursuing its contest of all such Taxes. Tenant may pay such Taxes or charges in installments as and when such installments become due.
ARTICLE VICompliance with Law AND Senior Leases