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EX-10.7
18
ex10-7.htm
Exhibit
10.7
THE
IRVINE COMPANY
RETAIL
LEASE
Yoshiharu
Japanese Ramen
Orchard
Hills Shopping Center
RETAIL
LEASE
THIS
RETAIL LEASE and all exhibits attached hereto (collectively, " Lease ") is entered into by Landlord and Tenant
and is effective as of December 30, 2020 (" Lease Date ").
ARTICLE
1
BASIC
LEASE PROVISIONS
1.1 | Landlord: IRVINE ORCHARD HILLS RETAIL LLC, a Delaware limited liability company (" Landlord "). |
1.2 | Tenant: YOSHIHARU IRVINE, a California corporation (" Tenant "). |
1.3 | Trade Name: Yoshiharu Japanese Ramen (" Trade Name "). | (Art. 7) |
1.4 | Shopping Center: Orchard Hills Shopping Center, located in the City of Irvine, State of California (" Shopping Center "). | (Art. 2) |
1.5 | Premises Address: 3935 Portola Parkway, Irvine, CA 92602 (" Premises "). | (Art. 2) |
1.6 | Floor Area: Approximately 1,420 square feet, determined in accordance with Section 21.15 ( " Floor Area "). | (Art. 21) |
1.7 | Lease Term (" Term "): Beginning on the date (" Commencement Date ") that is the earlier of (i) the date Tenant opens for business to the public in the Premises and (ii) the expiration of 150 days following the date of Landlord's Notice to Tenant that the Premises are vacant and Tenant is entitled to possession of the Premises upon satisfaction of the Delivery Requirements set forth in Exhibit C (" Delivery Notice ") and ending on the last day of the month 120 months thereafter unless sooner terminated as provided in this Lease (" Expiration Date "). | (Art. 2) |
1.8 | Base Rent (" Base Rent "): | (Art. 3) |
Months | Rent PSF | Monthly Rent | Annual Rent |
1 to 12 | $ | 52.00 | $ | 6,153.33 | $ | 73,840.00 |
13 to 24 | $ | 53.56 | $ | 6,337.93 | $ | 76,055.20 |
25 to 36 | $ | 55.17 | $ | 6,528.45 | $ | 78,341.40 |
37 to 48 | $ | 56.83 | $ | 6,724.88 | $ | 80,698.60 |
49 to 60 | $ | 58.53 | $ | 6,926.05 | $ | 83,112.60 |
61 to 72 | $ | 60.29 | $ | 7,134.32 | $ | 85,611.80 |
73 to 84 | $ | 62.10 | $ | 7,348.50 | $ | 88,182.00 |
85 to 96 | $ | 63.96 | $ | 7,568.60 | $ | 90,823.20 |
97 to 108 | $ | 65.88 | $ | 7,795.80 | $ | 93,549.60 |
109 to 120 | $ | 67.86 | $ | 8,030.10 | $ | 96,361.20 |
1.9 | Percentage Rent (" Percentage Rent "): |
Percentage
Rent is payable for each calendar year that Tenant's Gross Sales (see Exhibit D ) for such year exceed the applicable Gross
Sales threshold described in Section 1.9(a) below (" Breakpoint "), and shall equal the amount of such Gross
Sales in excess of the Breakpoint multiplied by the Percentage Rate set forth in Section 1.9(b) below.
| (a) | Breakpoint:
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defined in Section 7.4) (" Radius Restriction Area "). | (Art. 7) |
1.12 | (Art. 11) | (a) Initial Promotional Assessment: A one-time charge equal to $2,500.00 (" Initial Promotional Assessment "). | (b) Promotional Charge: An annual charge equal to $1.50 per square foot of the Floor Area of the Premises (" Promotional Charge "). |
1.13 | Minimum Insurance Limits: Two Million Dollars ($2,000,000.00). | (Ex. F) |
1.14 | Security Deposit: $6,768.66 ( "Security Deposit" ). | (Art. 18) |
1.15 | Guarantor(s): James Chae and Jennie Y. Chae, husband and wife, jointly and severally ( "Guarantor" ). | (Ex. I) |
1.16 | Tenant's Share (" Tenant's Share "): A fraction, the numerator of which is the Floor Area of the Premises, and the denominator of which is the following, as applicable, in each case determined as of the commencement of the applicable fiscal year: | (Art. 9) (Ex. F) |
(a)
For
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maintained in accordance with the terms of this Section 6.3. Upon the expiration or termination of the Term of the Lease, title to such
additions and replacements shall remain in and shall vest solely in Landlord.
- 5 - |
ARTICLE
7
TENANT'S
CONDUCT OF BUSINESS
7.1
PERMITTED TRADE NAME AND USE . Tenant shall use the Premises solely under the Trade Name and solely for the Permitted Use and for
no other use or purpose. Nothing contained in this Lease shall be deemed to give Tenant an express or implied exclusive right to operate
any particular type of business in the Shopping Center, whether of the same or similar type or nature, or otherwise. Tenant hereby acknowledges
and agrees that Landlord has entered into this Lease with Tenant expressly based upon the specific Trade Name to be used by Tenant, and
based upon the Permitted Use. Tenant agrees, as a material inducement and condition to Landlord's agreement to enter into this
Lease, and as a matter specifically bargained for by Landlord and Tenant, that it shall not make any material change to the decor,
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(b) other facilities containing a substantial amount of Floor Area and contributing
to the Common Area Expenses on a basis other than that described herein (collectively, " Other Stores "). " Tenant's
Common Area Contribution " shall be determined by subtracting the contributions, if any, paid by the Other Stores from the
total Common Area Expenses and multiplying the result by Tenant's Share of Common Area Expenses. Tenant's Common Area Contribution
shall be payable in the following manner:
(a)
Tenant shall pay to Landlord, on the first day of each calendar month, an amount estimated by Landlord to be the monthly amount of Tenant's
Common Area Contribution. The estimated monthly Tenant's Common Area Contribution may be adjusted periodically by Landlord on the
basis of Landlord's reasonably anticipated costs. Following the end of each calendar year or, at Landlord's option, its fiscal
year, Landlord shall give Tenant a statement covering the preceding calendar or fiscal year (as the case may be), showing the actual
Tenant's Common Area Contribution for that year and the
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repair, replace or insure, and the Floor Area
of such premises shall be excluded from the calculations made pursuant to Section 9.4(a) with respect to such items of maintenance, repair,
replacement or insurance. Landlord shall periodically determine Floor Area for all purposes under this Lease and Landlord's determination
shall be conclusive.
ARTICLE
10
ASSIGNMENT
AND SUBLETTING
10.1
NO ASSIGNMENT OR SUBLETTING . Tenant shall not, whether in one (1) transaction or a series of transactions, assign, sublet, encumber,
mortgage, hypothecate or pledge this Lease or its interest in the Premises nor allow the Premises to be occupied, in whole or in part,
by any other person or entity, nor enter into franchise, license or concession agreements, nor change ownership or voting control, nor
otherwise transfer (including any transfer by operation of Law) all or any part of this Lease or of Tenant's interest in the Premises
or Tenant's business (collectively, " Assign " or an " Assignment ") without Landlord's
prior written consent, not to be unreasonably withheld, delayed or conditioned. If Tenant, or an entity owning a controlling interest
in Tenant, is a corporation which is not a public corporation, or is an unincorporated association, limited liability company or partnership,
(i) the encumbrance, mortgage, hypothecation or other pledge, whether in one (1) transaction or a series of transactions, of any stock
or interest in Tenant or an entity
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the other party Notice within thirty (30) days of the event causing the prevention, delay or
stoppage. Notwithstanding anything to the contrary contained in this Section 21.9, in the event any work performed by Tenant or Tenant's
contractor results in a strike, lockout and/or labor dispute, such action shall not excuse the performance by Tenant of the provisions
of this Lease.
21.10
TERMINATION AND HOLDING OVER . This Lease shall terminate without further Notice upon the Expiration Date and Tenant shall have
no right to thereafter extend or renew this Lease. Upon the Expiration Date, Tenant shall (i) peaceably and quietly surrender the Premises,
including Tenant's Work and all Alterations, in a good and broom-clean condition , except for reasonable wear and tear and any
damage to the Premises which Tenant is not required to repair under Article 13, and (ii) remove all of its exterior signage and trade
fixtures, furniture, equipment and signs from the Premises to the extent
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reference as provided for in Part 2, Title 8, Chapter 6 (§ 638 et. seq.) of the California Code of Civil Procedure, or any successor
California statute governing resolution of disputes by a court appointed referee. Nothing within this Section 21.12 shall apply to an
unlawful detainer action.
21.13
INABILITY TO DELIVER POSSESSION OF THE PREMISES. Notwithstanding anything to the contrary contained in this Lease, if for any
reason not caused by Tenant Landlord is unable to deliver possession of the Premises to Tenant within twenty-four (24) months following
the Lease Date, then either party may elect to terminate this Lease by giving thirty (30)-days' Notice of such election to the
other party. If such Notice is given, this Lease and the rights and obligations of the parties hereunder shall cease and terminate without
the need for the execution of any further documents but, if Landlord requests, Tenant shall execute a document in recordable form confirming
the termination of this Lease and of Tenant's release and surrender of all right, title and interest in the Premises. If this Lease
is terminated pursuant