COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT (“Lease”), made as of the 24th day of January, 2023 by and Between JC FEDERAL PROPERTIES LLC (“Landlord”) and Anita Dixon (“Tenant”)
THAT FOR AND IN CONSIDERATION OF the mutual covenants and agreements herein contained, Landlord and Tenant do hereby covenant and agree as follows:
Section 1.1. Certain Defined Terms.
As used herein, the term:
(i) “Commencement Date” means by January 24th, 2023. Prorated rent amount will apply if move-in is earlier.
(ii) “Termination Date” means 11:59 p.m. on January 24th, 2025.
“Lease Term” means agreement is for 2 year.
4171 Lomac Street Suite A7
Montgomery, AL 36106
Section 2.1. Demise.
Landlord hereby leases and demises to Tenant, and Tenant hereby rents and leases from Landlord, the Land having approximately the Rental Area as set forth in Section 1.1.A. hereof.
Section 2.2. Quiet Enjoyment.
Landlord covenants that Landlord has full right, power and authority to make this lease, and that Tenant shall peaceably and quietly have, hold and enjoy the Land during the Lease Term, provided Tenant complies with its obligations herein contained.
Section 3.1. Term.
The term of this lease shall commence on the earlier to occur of (a) the Commencement Date, or (b) the date Tenant commences business operations from the Premises, and shall be for the number of Rental Years set forth in Section 1.1.B. Landlord and Tenant agree, upon demand of the other, to execute a declaration, in recordable form, expressing the Commencement and Termination Dates of the Term if the Commencement Date has not been determined.
Section 3.2. Termination.
This Lease shall terminate on the Termination Date or at the end of any extension or renewal thereof, in the event the Term of this Lease is extended pursuant to any option granted to Tenant hereunder, without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate or quit the Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of the possession of the Premises from a Tenant holding over to the same extent as if statutory notice had been given. Tenant hereby agrees that if they fail to surrender the Premises at the end of Term or any renewal thereof, in the event the Term of this Lease is renewed pursuant to any option granted to Tenant hereunder, Tenant will be liable to Landlord for any and all damages which Landlord shall suffer by reason thereof, and Tenant shall indemnify Landlord against all claims and demands made against Landlord as a result of Tenant’s failure to surrender the Premises as aforesaid
Tenant shall have the exclusive option to terminate this Lease during the Term hereof, only in the event should close its business which is located on the Leased Premises, by first giving written evidence of such close of business to Landlord. Such written evidence of close of business and notice of intent to terminate the Lease shall be given to Landlord by Tenant no less than 60 days prior to such close of business and/or termination of the Lease. In addition, should Tenant exercise its right to terminate the Lease based upon close of business then Tenant shall pay Landlord the sum equal to (2) months rent as currently paid under the Lease at the time of the termination thereof.
Section 3.3. Holding Over.
If Tenant shall be in possession of the Premises after the termination date, in the absence of any written agreement extending the Term hereof, then and in such event, the Landlord and Tenant agree in addition to and not in limitation of Tenant’s liability for Landlord’s damages sustained as a result of the holdover (as provided in Section 3.2), the Tenancy under this Lease shall become one from month-to-month, terminable by either party on thirty (30) days prior written notice, at a monthly rental equal to twice the sum of the monthly installment of Base Rental payable during the last month of the Term. Tenant shall also pay all other charges payable under the Terms of the Lease, prorated for each month during which Tenant remains in possession. Such month-to-month tenancy shall also be subject to all other conditions, provisions and obligations of this Lease, except that during the period of any such holdover, Tenant shall not have the right to exercise any options conferred upon Tenant under this Lease. Tenant shall not interpose any counterclaim or counterclaims in a summary proceeding or other action based on holdover. Landlord’s acceptance of any rental after the Termination Date shall not constitute a waiver by Landlord of any of its rights under this Lease and shall not constitute an acknowledgment or agreement by Landlord that the Term of this Lease has been extended.
The Tenant recognizes that as a material inducement for Landlord to enter into this Lease, it is Landlords understanding that Tenant’s use of the Premises will be for the Permitted Use. Therefore, Tenant agrees (without which agreement Landlord would not be willing to enter into this Lease) that Tenant shall occupy the Premises upon commencement of the Term and, thereafter will continually use the Premises during the Term for the Permitted Use and for no other purpose or use whatsoever.
Section 5.1. Rentals Payable.
Tenant covenants and agrees to pay to Landlord as rental (“Rental”) for the Premises, the following:
(a) the Base Rental as specified in Section 1.1.D
(b) all other sums charges and amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions of this Lease (herein collectively referred to as “Additional Rental”)
Section 5.2. Base Rental.
Base Rental shall be due and payable without prior demand, deduction or offset in equal monthly installments in advance on the first day of each full calendar month during the Term. If the Term does not commence on the first day of a calendar month, than any pro rated Base Rental for the period from the date of the commencement of the Term to the first day of the first full calendar month in the Term shall be paid within seven (7) days after the Term commences.
Section 5.3. “Rental Year” Defined
“Rental Year” shall consist of successive periods of twelve (24) calendar months. The first Rental Year shall commence on the Commencement Date and shall end at the close of the twelfth (12th) full calendar month following the Commencement Date. Any portion of the Term remaining at the end of the last full Rental Year shall constitute the final Rental Year and all Rental shall be apportioned therefore.
Section 5.4. Payment of Rental.
Tenant shall pay all rental when due and payable without any setoff, deduction or prior demand thereof whatsoever. If Tenant shall fail to pay any Rental within ten (10) days after the same is due, in addition to interest thereon until paid at the Default Rate, Tenant shall be obligated to pay a late payment charge equal to the greater of One Hundred and 00/100 ($100.00) Dollars or ten (10%) percent of any Rental payment not paid when due to reimburse Landlord for its additional administrative costs. In addition, any Rental which is not paid within ten (10) days after the same is due shall bear interest at the Default Rate from the first day due until paid. Any Additional Rental which shall become due shall be payable, unless otherwise provided herein, with the next installment of Base Rental. Rental and statement required of Tenant shall be paid and delivered to Landlord at the address of Landlord as set forth herein between the hours of 9:00 a.m. and 5:00 p.m. Monday through Friday or at such other place and reasonable time as Landlord may from time to time, designate in a notice to Tenant. Any payment by Tenant or acceptance by Landlord of a lesser amount than shall be due from Tenant to Landlord shall be treated as a payment on account and shall not be treated as an accord and satisfaction. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon or upon any letter accompanying such check that such lesser amount is payment in full shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may then or thereafter have against Tenant.
Section 6.1. Tenant’s Taxes
Tenant shall pay to the appropriate agency or governmental authority any and all sales, excise, rental, and other taxed levied, imposed or assessed by the state in which the Premises is situated, or any political subdivision thereof, or other taxing authority upon any Rental payable hereunder. Tenant shall also be solely responsible for, and shall pay within the time provided by law, all taxes imposed on its inventory, furniture, trade fixtures, apparatus, leasehold improvements (installed by or on behalf of Tenant), equipment and any other of Tenant’s personal or other property.
Section 7.1 Work on Premises
Landlord shall not be obligated to perform any work on the Premises prior to the Commencement Date and Tenant accepts the Premises in its “AS IS” condition.
For the purposes of performing its obligations hereunder and for the purpose of installing its fixtures and other equipment, upon notice from Landlord Tenant will be permitted to enter the Land prior to the commencement of the Term, on condition that (i) Tenant’s activities are conducted in such a manner so as not to interfere with Landlord, and (ii) Tenant shall, at its own expense, remove from the Premises and from the Land in its entirety, all trash which may accumulate in connection with Tenant’s activities. It is understood and agreed that during said period, prior to the commencement date, Tenant shall perform all duties and obligations imposed by this Lease, saving and excepting only the obligation to pay Base Rent.
Section 7.2. Effect of Opening for Business.
By opening for business, Tenant shall be deemed to have: (a) accepted the Land, (b) acknowledged that the same are in condition called for hereunder, and (c) agreed that the obligations of Landlord, if any, have been fully performed.
Section 8.1. Operations by Tenant.
In regard to the use and occupancy of the Premises, Tenant will at its expense: (a) comply with all laws, ordinances, rules and regulations of governmental authorities; and (b) conduct its business in all respects in a dignified manner and in accordance with high standards of business use.
Section 8.2. Existing Sign and Advertising
Tenant will not place or suffer to be placed or maintained on the existing sign located on the Premises any other sign, advertising matter, or any other thing of any kind. The existing sign located on the Premises is not included in this Lease agreement and is not available to Tenant for advertising or for any other thing unless by separate agreement between Landlord and Tenant.
Section 8.3 Damages to Premises
Tenant will repair promptly at its expense any damage to the Premises and upon demand, shall reimburse Landlord, as Additional Rental, for the cost of the repair of any damage on the Premises caused by or arising from the installation or removal of property on the Premises, regardless of fault or by whom such damage shall be caused (unless caused by Landlord, its agents, employees, or contractors). If Tenant shall fail to commence such repairs within five (5) days after notice to do so from Landlord or thereafter fails to diligently complete same, then and in either such event, Landlord shall have the right, but shall not be obligated to make or cause the same to be made and Tenant agrees to pay Landlord promptly on Landlord’s demand, as Additional Rental, the cost thereof with interest thereon at the Default Rate until paid. Any notices of repair can be sent in the form of an email, text, or phone call.
INDEMNITY AND INSURANCE
Section 9.1. Indemnity by Tenant.
To the fullest extent permitted by law, Tenant shall indemnify, hold harmless and defend Landlord from and against any and all claims, actions, damages, liability and expenses including, but not limited to attorneys’ and all other professional fees in connection with any death of or bodily or personal injury to any person or persons or any damage to or loss or destruction of any property arising or resulting from, out of or in connection with the occupancy or use by Tenant of the Premises, or occasioned wholly or in part by any act or omission of Tenant, its officers, agents, servants, employees or invitees.
Section 9.2 Release of Landlord
Landlord shall not be responsible or liable to Tenant for any injury to or death of Tenant or any other person or any damage to or loss or destruction of any property of Tenant or any other person caused by or resulting from any cause whatsoever including, without limitation, from the bursting, breakage, or leakage, seepage, or overflow of water or sewage in any part of the Premises or for any injury or damage or caused by or resulting from acts of God or the elements, or for any injury or damage caused by or resulting from any defect or negligence in the design, construction, occupancy, operation or use of any part of the Premises or of any machinery, apparatus, or equipment now or hereafter situated thereon or therein. Tenant shall store its property on, and shall use and occupy, the Premises at their own risk, and, to the fullest extent permitted by law, Tenant hereby releases Landlord and his agents, servants and employees, from any and all liability or claims of liability and of any and every kind whatsoever arising or resulting from or in connection with any loss of life, personal or bodily injury or property damage, no matter when or to whom same occurs, even if caused in whole or in part by the negligent acts of omissions of a party released hereunder, without being limited by any other provision of this Lease.
Section 9.3 Tenant’s Insurance
At all times after the execution of this Lease, Tenant will be responsible for any and all damage to their personal property located on the Premises and by execution of this Lease agrees that Landlord is not an insurer for the Tenant’s personal property. At all times after the execution of this Lease, Tenant will carry and maintain, at their expense, a non-deductible:
(a) Commercial General Liability insurance including, but not limited to insurance against assumed or contractual liability under this Lease with respect to the premises/operations, personal injury, broad form property damage, and contractual liability with combined single limits of liability of not less than $1,000,000 for bodily injury, and property damage per occurrence.
(b) all-risks property and casualty insurance, written at replacement cost value and with replacement cost endorsement, covering all personal property in the Premises which is owned by or in the care, custody or control of Tenant (including, without limitation, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of this Lease), and all leasehold improvements installed in the Premises by Tenant; and
(c) if and to the extent required by law, Workers’ Compensation insurance or similar insurance in form and amounts required by law.
ASSIGNMENT AND SUBLETTING
Section 10.1. Landlord’s Consent Required.
Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor license concessions, nor lease departments therein, nor pledge or secure by mortgage or other instrument this Lease, without first obtaining the written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute determination including, without limitation, the right to arbitrarily withhold such consent. The foregoing prohibition includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer, or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in a federal or state bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all, or substantially all, of the assets of the Tenant, with or without specific assignment of Lease, or (iv) the change in control in a partnership, corporation, limited liability company or other business entity (provided, however, that nothing herein shall be construed to restrict transfers of shares of stock in any publicly traded corporation that is listed on any National Stock Exchange). Consent by Landlord to any assignment or subletting shall not constitute a waiver of the requirement for such consent to any attempted subsequent assignment or subletting. Notwithstanding any assignment or subletting, Tenant shall be and remain fully liable hereunder and shall not be released from performing any of the terms or provisions of this Lease. Should Landlord permit any assignment or subletting by Tenant, and should the monies received as a result of such assignment or subletting (when compared to the monies still payable by Tenant to Landlord) be greater than would have been received hereunder had not Landlord not permitted such assignment or subletting, then the excess shall be payable by Tenant to Landlord as an additional rental, it being the parties’ intention that Landlord, and not the Tenant, shall be the party to receive any profit from any assignment or subletting. Any such assignment or sublease shall be upon and subject to all the terms and provisions of this Lease, including but not limited to the provisions which limit the use of the premises or the Permitted Use specified in Section 1.1.C. hereof.
Section 11.1. “Event of Default” Defined.
Any one or more of the following as referred to herein shall be deemed an “Event of Default”:
(a) Failure of the Tenant to pay any Rental, or any other sum, provided for in this Lease as and when the same become due.
(b) The filing of a Petition in Bankruptcy, or a Petition for arrangement or Reorganization by or against the Tenant.
(c) The appointment of a receiver or trustee, or other court officer, for the assets of the Tenant or the execution of any assignment for the benefit of any creditors of the Tenant.
(d) The vacation or abandonment by the Tenant of the Premises, or the use thereof for any purpose other than the permitted use for which the same are hereby let.
(e) The assignment by Tenant of this Lease, or the re-letting or subletting by the Tenant of the Premises, or any part thereof, without the written consent of the Landlord first had and obtained as required by Section 10.1.
(f) Failure of the Tenant to continuously conduct the permitted business in the Premises as required by this Lease.
(j) The violation by the Tenant of any of the terms, conditions or covenants of this Lease (other than as set out in subparagraphs (a) through (f) above) and the continued failure of the Tenant to remedy such violation within ten (10) days after written notice thereof is given by the Landlord to the Tenant; provided, however, if such violation cannot be cured within such a period then Tenant shall not be deemed in default hereunder if it commences to cure such violation within said period and thereafter diligently completes same within not more than twenty (20) days.
Upon the occurrence of an Event of Default, Landlord shall have the right, at its option, then or at any time while such an Event of Default shall continue, to elect either (1) to cure such an Event of Default at its own expense and without prejudice to any other remedies which it might otherwise have, in which event any payments made or expenses incurred by Landlord in curing such a default with interest thereon until paid at the Default Rate shall be and become Additional Rent to be paid by Tenant with the next installment of Rental falling due thereafter; or (2) to re-enter the Premises, without notice, and dispossess Tenant and anyone claiming under Tenant by summary proceedings or otherwise and remove their effects, and take complete possession of the Premises and either (i) declare this Lease forfeited and the term ended, or (ii) elect to continue this Lease in full force and effect, but with the right any time thereafter to declare this Lease forfeited and the Term ended, or (3) to exercise any and all other rights and remedies as provided hereunder or at law or in equity. Should Landlord declare this lease forfeited and the Term ended, the Landlord shall be entitled to recover from Tenant an amount equal to the aggregate of the following: (aa) all Rental and all other sums due and owing by Tenant to the date of termination, (bb) the costs (if any) paid or incurred by Landlord in order to cure any kind all of the Tenant’s defaults existing prior to the date of termination, (cc) the unamortized amount of any and all leasehold improvements to the Premises performed by Landlord pursuant to the terms of this Lease, (dd) an amount equal to the then value of the excess, if any, of the aggregate of all Rental and other charges reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the balance of the Term, and (ee) interest on all of the foregoing from the due date thereof until paid in full at the Default Rate.
Should Landlord, following default as aforesaid, elect to continue this Lease, Tenant shall remain liable for payment of all Rental and other charges and costs imposed on Tenant herein, in the amounts, at the times and upon the conditions as herein provided, together with interest thereon until paid at the Default Rate; but, in the event Landlord re-lets the Premises, then from and after such re-letting, Landlord shall credit against such liability of the Tenant all, if any, amounts received by Landlord from any re-letting after first reimbursing itself for all costs incurred in curing Tenant’s defaults and in re-entering, preparing and refinishing the Premises for re-letting, and re-letting the Premises, together with interest thereon as provided herein. The Tenant shall be and remain liable for any rental deficiency remaining after crediting the amounts received by Landlord from such re-letting as aforesaid, but Tenant shall not be entitled to receive any portions of any such amounts received by Landlord from such re-letting.
The Tenant agrees to pay Landlord, or on Landlord’s behalf, a reasonable attorney’s fee in the event the Landlord employs an attorney to collect any Rental, or other sums due and payable by Tenant hereunder, or to enforce or attempt to enforce any of the terms and provisions hereof, or to protect the interest of Landlord in the event the Tenant is adjudged a bankrupt, or legal process is levied upon the goods, furniture, effects or personal property of the Tenant upon the said premises, or upon the interest of the Tenant in this Lease or in said Premises, or in the event the Tenant violates any of the terms, conditions or covenants on the part of the Tenant herein contained. In order to further secure the prompt payments of said Rentals, and other sums due hereunder, as and when the same mature, and the faithful performance by the Tenant of all and singular the terms, conditions and covenants on the part of the Tenant herein contained, and all damages and costs that the Landlord may sustain by reason of the violation of said terms, conditions and covenants or any of them, the Tenant hereby expressly waives any and all rights to claim personal property as exempt from levy and sale under the laws of the State where the Building is located or of any other state in the United States.
Section 12.1. Sending of Notices
Any notice, request, demand, approval or consent given or required to be given under this Lease shall be in writing and shall be deemed to have been given as follows:
(i) If intended for Landlord, on the third (3rd) business day following the day on which the same shall have been mailed by a national overnight courier or by United States registered or certified mail, return receipt requested, with all postage charges prepaid, addressed to Landlord, c/o:
JC Federal Properties LLC
4758 Woodmere Blvd Suite F
Montgomery, AL 36106
(ii) If intended for Tenant, on the third (3rd) business day following the day on which the same shall have been mailed by a national overnight courier or by United States registered or certified mail, return receipt requested, with all postal charges prepaid, addressed to Tenant at the Tenant Notice Address:
Either party may, at anytime, change its Notice Address and for the above purposes by sending a notice to the other party stating the change and setting forth the new address.
Section 13.1. Successors and Assigns
This Lease and the covenants and conditions herein contained shall inure to the benefit of and be binding upon Landlord, its or their heirs, personal representatives, successors and assigns and shall be binding upon the Tenant, its or their heirs, personal representatives, successors and assigns, and shall inure to the benefit of Tenant and only such assigns of Tenant to whom the assignment of this Lease by Tenant has been consented to in writing by Landlord as required hereby. Upon any sale or other transfer by Landlord of its interest in the Premises, Landlord shall be relieved of any obligations under this Lease occurring thereafter.
Section 13.2. No Modification
This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof, all negotiations, considerations and representations between the parties having been incorporated herein. No course of prior dealings between the parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Lease. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the parties, or their affiliates, shall not be relevant or admissible to determine the meaning of any of the terms if this Lease. No representations, understandings, or agreements have been made or relied upon in the making of this Lease other than those specifically set forth herein. This Lease can be modified only by a writing signed by the party against whom the modification is enforceable.
Section 13.3. Severability
If any term or provision, or any other portion of any term or provision of this Lease, or the application thereof to any persons or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Lease and the remaining portions of such term or provision, and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.
Section 13.4 Applicable Law
This Lease, and the rights and obligations of the parties hereunder, shall be constructed in accordance with the laws of the State in which the Premises is located.
Section 13.5. Waiver of Jury Trial
To the fullest extent permitted by law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises or any claim of injury or damage.
Section 13.6. Limitation of Liability
Anything contained in this Lease to the contrary notwithstanding, to the fullest extent permitted by law, Tenant agrees that it shall look solely to the estate and property of the Landlord in the lands and buildings comprising the Land and the Building of which the Premises form a part for the collection of any judgment, award, decree or other judicial process requiring the payment of money by Landlord arising from or as the result of (a) any default or breach by Landlord of any of its obligations or agreements under this Lease, or (b) any acts or omissions by Landlord or its property management or leasing agent, or its or their officers, directors, partners, members, agents, servants or employees, in connection with or in any way relating to this Lease or the operation, management, leasing, construction, maintenance or repair of the Premises; subject, however, in any and all such instances to the rights of the holder of any existing or future Mortgage covering all or any part or parts of the Premises or any interest or interests therein which exists at the time Tenant’s right matures to the level of a constituting a lien. To the fullest extent permitted by law, the Tenant agrees that no other assets of the Landlord, and no assets of the Landlord’s property management or leasing agent or of Landlord’s or such agent’s respective officers, directors, shareholders, partners, members, agents, servants or employees, shall be subject to levy, execution, or other procedures for the satisfaction of any such judgment, award, decree or claim. Nothing herein contained shall be construed as granting or consenting to any equitable or other lien of the Tenant or rights of the Tenant with respect thereto shall arise only upon execution by Tenant of a judgment obtained by it against Landlord and shall be subject and subordinate to the rights of the holder of any existing or future Mortgage covering all or any part of the Premises, or any interest or interests therein.
Section 13.7 Attorney’s Fees
In the event that if, at anytime during the Term of this Lease or thereafter, either Landlord or Tenant should institute any action or proceeding against the other relating to the provisions of this Lease or any default hereunder then, in that event, the unsuccessful party in such action, or proceeding, agrees to reimburse the successful party for the reasonable expense of attorneys’ fees and disbursements incurred therein by the successful party. This section shall survive the expiration or termination of this Lease.
Section 13.8 Singular and Plural
As used in this Lease, pronouns which indicate the singular number shall be deemed to include the plural pronouns which indicate the plural number shall be deemed to include the singular, and pronouns which indicate any gender shall be deemed to include all genders, where the context would so require or permit.
PERSONAL GUARANTOR’S ACKNOWLEDGMENT AND ACCEPTANCE
I, Anita Dixon, do hereby personally guaranty the performance under this Lease, and
I do acknowledge that I am personally responsible and liable for all terms, conditions, restrictions, and provisions of this Lease.
Address: 4758 Woodmere Blvd Suite F, Montgomery, AL 36106
Name: Anita Dixon
Address: 4171 Lomac Street Suite A7, Montgomery, AL 36106
Prior to the execution of attached lease, landlord and tenant agree to the following
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