Gerardo Adame Mejia v. Juana Ramirez

IN THE DISTRICT COURT OF TULSA COUNTY STATE OF OKLAHOMA GERARDO ADAME MEJIA, an individual and ) DANNA GISELLE ADAME VILLANEUVA, ) an individual Plaintiffs, ) v. JUANA RAMIREZ, an individual, Defendant. CJ-2026-00680 Case No. Jury Trial Demanded Attorney Lien Claimed PETITION COME NOW Gerardo Adame Mejia and Danna Giselle Adame Villaneuva, Plaintiffs in the above-entitled action, by and through their attorneys, David R. Keesling and Alyssa M. Savage, of the law firm, SOLOMON | ARIEJI, and for their causes of action alleges as follows: PARTIES/JURISDICTION/VENUE 1. Plaintiff GERARDO ADAME MEJIA, at all times relevant to the claims alleged herein, was and is a citizen of the State of Oklahoma and a resident of Tulsa County. 2. Plaintiff DANNA GISELLE ADAME VILLANUEVA, at all times relevant to the claims alleged herein, was and is a citizen of the State of Oklahoma and a resident of Tulsa County. 3. Defendant JUANA RAMIREZ, at all times relevant to the claims alleged here in, was and is a citizen of the State of Oklahoma and a resident of Tulsa County. 4. Jurisdiction is proper in the State of Oklahoma District Court as the amount in controversy exceeds Ten Thousand Dollars ($10,000.00), Plaintiffs are citizens of the State of Oklahoma, and Defendant is a citizen of the State of Oklahoma. 5. Venue is proper in Tulsa County, Oklahoma, as the property at issue is located within this county, the Defendant resides or may be served in this county, and the events give rise to this claim in this county. STATEMENT OF THE FACTS 6. Plaintiffs Gerardo Adame Mejia and Danna Giselle Adame Villaneuva incorporate paragraphs 1 through 5 supra as though stated verbatim below. 1. The Property 7. On or about April 15, 2025, Plaintiffs and Defendant entered into a Purchase Agreement (hereinafter “Agreement”) for the sale of kitchen equipment for Forty Thousand Dollars ($40,000.00). Exhibit 1. 8. The following was the kitchen equipment included in the contract: a. A 2.5-foot by 8-foot Advance Tabco steam table, which is approximately valued at Two Thousand Five Hundred Dollars ($2,500.00); b. A 2.5-foot by 4-foot steam table with three rollers (Model: 69282), which is approximately valued at Four Hundred Dollars ($400.00); c. A 2-foot by 2-foot Hatco warmer, which is approximately valued at Two Hundred Fifty Dollars ($250.00); d. A 1-foot by 2-foot popcorn maker, which is approximately valued at Two Hundred Dollars ($200.00); e. A Crathco water/drink dispenser, which is approximately valued at One Thousand Dollars ($1,000.00); f. A 15-foot by 3-foot Rockstar fridge, which is approximately valued at Four Hundred Dollars ($400.00); g. A 3-foot by 4-foot Klinners Trading steam table, which is approximately valued at Four Hundred Dollars ($400.00); h. A 2-foot by 4-foot NOSA flat top grill, which is approximately valued at One Thousand Two Hundred Dollars ($1,200.00); i. A 1.5-foot by 3-foot NOSA fryer, which is approximately valued at Five Hundred Dollars ($500.00); j. A 3-foot by 5-foot Southbend combination oven, stove, and flattop, which is approximately valued at Two Thousand Dollars ($2,000.00); k. Three 1-foot by 2-foot Cobilisle plug-in warmers, which are cumulatively valued at Four Hundred Fifty Dollars ($450.00); l. A 3-foot by 4-foot Beverage Air prep table, which is approximately valued at One Thousand Dollars ($1,000.00); m. A 3-foot by 4-foot Amundson prep table, which is approximately valued at One Thousand Dollars ($1,000.00); n. A 1.5-foot by 4-foot Frigidaire white freezer, which is approximately valued at Four Hundred Dollars ($400.00); o. A 5.5-foot by 6-foot Hobart silver fridge, which is approximately valued at Two Thousand Five Hundred Dollars ($2,500.00); p. A 6-foot by 8-foot Hobart silver three-door fridge, which is approximately valued at Two Thousand Five Hundred Dollars ($2,500.00); q. A 2-foot by 6-foot Frigidaire white freezer, which is approximately valued at Three Hundred Dollars ($300.00); r. Two 50-inch smart televisions, which are cumulatively valued at Four Hundred Eighty Dollars ($480.00); s. A bubble gum machine (model: 5-5-7), which is approximately valued at Two Hundred Dollars ($200.00); t. A 1.5-foot by 6-foot Jelly Belly jellybean candy display, which is approximately valued at Three Hundred Dollars ($300.00); u. A 4-foot by 6-foot True drink fridge, which is approximately valued at One Thousand Five Hundred Dollars ($1,500.00); v. Two 2-foot by 4-foot trashcans, which are cumulatively valued at Four Hundred Dollars ($400.00); w. A Royal cash register, which is approximately valued at One Hundred Dollars ($100.00); and x. All dishes, silverware, and cooking materials, which are approximately valued at Three Thousand Eight Hundred Dollars ($3,800.00). 9. The total value of all the kitchen equipment (hereinafter “Property”) is approximately Twenty-Three Thousand Seven Hundred Eighty Dollars ($23,780.00). 10. The Agreement stated that the “Buyer agree[d] to pay[] the sales tax for the business during the remaining lease, as soon as the lease is over, buyer agrees to transfer[] the lease under her name and responsible for any taxes.” Id. 11. Defendant took possession of the Property on April 15, 2025, and agreed to make payments under the Agreement: a down payment of Ten Thousand Dollars ($10,000.00), a payment on April 30, 2025, for Five Thousand Dollars ($5,000.00), and Five Thousand Dollars ($5,000.00) in monthly payments on the 30th of each month to pay the remaining Twenty-Five Thousand Dollar ($25,000.00) balance. Id. 12. Plaintiffs retained full ownership of the equipment until the remaining balance was paid in full according to the Agreement. Id. 13. On April 15, 2025, Defendant made the initial deposit payment in the amount of Ten Thousand Dollars ($10,000.00). 14. On April 30, 2025, Defendant made a subsequent payment of Five Thousand Dollars ($5,000.00) for the Property. 15. Since April 30, 2025, Defendant has failed to make any of the required remaining payments to Plaintiffs for the Property, which resulted in Defendant defaulting on the Agreement. 16. As of this date, Defendant is in arrears of Twenty-Five Thousand Dollars ($25,000.00) under the Agreement and is severely in default. 17. Defendant has made no attempts to meet with Plaintiffs to come to an agreement if Defendant was unable to comply with the agreed payments, which were required under the Agreement. Id. 18. Plaintiff's made demand upon Defendant for the return of the Property on or about July 5, 2025, but Defendant has failed or refused to return the Property. 19. After the attempt to meet with Defendant on July 5, 2025, the Property was removed from where it was located by parties other than Plaintiffs without the consent or knowledge of Plaintiffs at 3535 E. Admiral Place, Tulsa, Oklahoma 74115. 20. Upon information and belief, the Property is still in the possession of Defendant. II. Rent, Utilities, and Taxes 21. On July 1, 2024, Plaintiff Gerardo and Defendant signed a lease agreement (the "Lease Agreement") with Tony Mills to occupy two of the following premises for Two Thousand Dollars ($2,000.00) to operate a restaurant: 3527 E. Admiral Pl., City of Tulsa, Tulsa County, Oklahoma 3535 E. Admiral Pl., City of Tulsa, Tulsa County, Oklahoma Exhibit 2. 22. The term for the Lease Agreement was for one year, starting on July 1, 2024. 23. On or about April 15, 2025, Plaintiffs and Defendant agreed verbally for Defendant to pay for the remaining lease, any bills corresponding to the restaurant, and any taxes for the business after she received the Property. 24. Per the verbal agreement made by the Plaintiffs and Defendant on April 15, 2025, Defendant was responsible for paying Two Thousand Dollars ($2,000.00) a month for the remaining lease period starting with the first payment on April 30, 2025, which would total around Six Thousand Dollars ($6,000.00). Id. 25. On April 30, 2025, Defendant made a payment to Plaintiffs of Two Thousand Dollars ($2,000.00) for the rent. 26. Since April 30, 2025, Defendant has failed to make any of the rent payments, utility bills, nor any of the taxes for the restaurant after she verbally agreed to take over those payments. COUNT 1: BREACH OF CONTRACT 27. Plaintiffs incorporate paragraphs 1 through 26 herein as if fully set forth verbatim. 28. Plaintiffs and Defendant formed a contract through the Agreement, which dictated that the Defendant would pay installments for the Property and pay for any sales tax the restaurant would accrue. 29. Defendant breached the contract by defaulting on payments under the Agreement, keeping possession of the Property, and failing to pay for any sales taxes. 30. Plaintiffs complied with their obligations under the contract by delivering the equipment to the Defendant. 31. As a direct and proximate result of the Defendant's breach, Plaintiffs have suffered damages in excess of Ten Thousand Dollars ($10,000.00). COUNT 2: CONVERSION 32. Plaintiffs incorporate paragraphs 1 through 26 herein as if fully set forth verbatim. 33. Plaintiffs are legally entitled to the possession of the Property above, as Defendant breached the contract by defaulting on the payments required under the Agreement and Plaintiff retained full ownership due to the remaining balance not being paid in full. 34. Defendant intentionally prevented Plaintiffs from having access to the Property by removing the Property after Plaintiffs made demand for its return. 35. Plaintiffs did not consent to Defendant concealing or removing the Property. 36. Plaintiffs were harmed as a result of the conduct of Defendant. COUNT 3: REPLEVIN 37. Plaintiffs incorporate paragraphs 1 through 26 herein as if fully set forth verbatim. 38. Defendant wrongfully detained and continues to wrongfully detain the Property, as she defaulted on the remaining payments required under the Agreement. 39. Plaintiffs are legally entitled to the possession of the Property above, as Defendant breached the contract by defaulting on the payments required under the Agreement and Plaintiffs retained full ownership due to the remaining balance under the Agreement. 40. The Property has not been taken from Plaintiffs for payment of a tax assessment, a fine, or an amercement. 41. The Property has not been seized from Plaintiffs under an execution on any order or judgment. 42. The actual value of the property is Twenty-Three Thousand Seven Hundred Eighty Dollars ($23,780.00). 43. Upon information and belief, Defendant may conceal, damage, or destroy the Property or remove the Property from Tulsa County, Oklahoma. COUNT 4: UNJUST ENRICHMENT 44. Plaintiffs incorporate paragraphs 1 through 26 herein as if fully set forth verbatim. 45. Plaintiffs allowed the Defendant to continue running the restaurant and using the utilities under the Plaintiffs' names for the benefit of the Defendant with a reasonable expectation of being compensated for her exclusive use of the commercial property. 46. Defendant knowingly accepted the benefit of the Plaintiffs keeping the utilities not in her name and having exclusive use of the space and will unfairly benefit therefrom if no restitution is paid to Plaintiff for paying the rent, utilities, and taxes when she refused. 47. As a result of the Defendant's failure to pay, Plaintiffs have been damaged in an amount to be more specifically determined at trial. RELIEF WHEREFORE, premises considered, Plaintiffs demands Judgment against Defendant as follows: 48. For an order for immediate delivery of the Property; 49. For an order prohibiting Defendant from concealing, damaging, or destroying the Property or removing the Property from Tulsa County, Oklahoma; 50. For an order awarding Plaintiffs permanent possession of the Property; 51. For damages in excess of Ten Thousand Dollars ($10,000.00) for Defendant’s breach and wrongful detention of the Property; 52. For restitution for the unjust enrichment of the rent, utilities, and taxes; 53. For fair compensation for the time and money properly expended by Plaintiffs in pursuit of the Property; 54. For interest, and costs including reasonable attorney fees; and 55. Any other and further relief as the Court deems just and property. Respectfully submitted, David R. Keesling, OBA No. 17881 Alyssa M. Savage, OBA No. 36781 SOLOMON | ARIEH 401 S. Boston Avenue, Suite 2300 Tulsa, Oklahoma 74103 (918) 631-7770 [email protected] [email protected] ATTORNEYS FOR PLAINTIFFS VERIFICATION STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. Gerardo Adame Mejia and Danna Giselle Adame Villaneuva, of lawful age, being first duly sworn upon oath depose and state: I am the Plaintiff named above in this matter; I have read the foregoing Petition and understand its contents; I hereby state that the facts set forth in the foregoing Petition are true and correct to the best of my knowledge and belief. ________________________________________ Gerardo Adame Mejia, Plaintiff ________________________________________ Danna Giselle Adame Villaneuva, Plaintiff Subscribed and sworn to before me this 13th day of February 2026. ________________________________________ Frances Keller Notary Public My Commission No: 23004445 My Commission Expires: 5-9-2027 Gerardo Adame Mejia and Danna Giselle Adame Villaneuva v. Juana Ramirez. PLAINTIFF'S EXHIBIT NO. 1 Purchase Agreement Bill of Sale (Purchase Agreement) I. The Parties. This document was signed on the 14th day of April of 2025 Between GERARDO ADAME MEJIA and DANNA GISELLE ADAME VILLANUEVA (Seller) With Address in Tulsa, Oklahoma and JUANA RAMIREZ (Buyer) II. The Equipment. Seller acknowledges they have the right to sell the kitchen equipment located at 3535 E Admiral Pl Tulsa, Oklahoma 74115 for the total Amount of $40,000.00 (forty thousand dollars) giving a down payment of $10,000.00 (ten thousand dollars) agreeing to pay $5,000.00 (five thousand) dollars on April 30, 2025 paying the remaining balance of $25,000.00 (twenty five thousand dollars) in monthly payment of $5,000.00 (five thousand dollars) every 30th of the month the latest the 5th until paid in full, with a term to pay off complete amount on or before November of 2025. Equipment includes: Kitchen equipment, refrigerator, flat top grill, dishes, televisions. If the Buyer does not comply with the agreed payments, both parties can come to an agreement if necessary. Buyer agrees to paying the sales tax for the business during the remaining lease, as soon as the lease is over, buyer agrees to transferring the lease under her name and responsible for any taxes. Seller will transfer full owner ship of equipment once the balance is paid in full. By signing this Purchase agreement, Buyer and Sellers agree to the following terms Seller Seller Buyer Notary Public 04/15/25 Gerardo Adame Mejia and Danna Giselle Adame Villaneuva v. Juana Ramirez PLAINTIFF’S EXHIBIT NO. 2 Gerado Adame Mejia and Juana Ramirez Rental Agreement with Tony Mills COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), is made this _____ day of July, 2024, by and between Tony Mills, ("Landlord") and [illegible name], a("Tenant"). In Consideration of the following both parties agree as follows, 1. Premises. In consideration of the rents and covenants hereinafter provided, Landlord hereby leases to Tenant and the Tenant hereby leases from Landlord the following described real estate: • 3527 E. Admiral Pl., City of Tulsa, Tulsa County, Oklahoma. • 3535 E. Admiral Pl., City of Tulsa, Tulsa County, Oklahoma. 2. Term. The primary term of this Lease (the "Primary Term") shall commence on the date the parties sign this lease (the "Commencement Date") and shall end at 6:00 p.m. one(1) year after Commencement Date (the "Expiration Date"), or on such earlier date upon which the Term shall expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or by operation of law. 3. Use of Premises. The Premises shall be used by Tenant to operate a restaurant. 4. Rent. Tenant agrees to pay Landlord the total of twenty four thousand, ($24,000.00) payable in monthly installments of two thousand, ($2,000.00) for 12 months, payable on the first of every month and will be considered late after the 5th. The first such installment shall be paid on or before the Commencement Date and a like sum shall be paid on or before the first day of each and every successive calendar month thereafter during the term hereof. Payment shall be made to Landlord in person or can be mailed with cashiers check to P.O. Box 580878, Tulsa, OK 74158. A) Rent shall be due on the first of every month, and will be late at the end of the 5th day. Any Rent which is not paid on time will: (i) be subject to a late fee of $500 for any rent that is paid after the fifth (5th) of the month, Tenant's obligation to pay Rent hereunder shall be without the necessity of further demand therefor, and without any abatement, deduction, setoff or counterclaim for any reason whatsoever B) The obligation of Tenant with respect to the payment of Rent, accrued and unpaid during the term of the Lease, shall survive the expiration or earlier termination of the Lease. The obligation of Tenant to pay Rent is an independent covenant and no act or circumstance whatsoever shall release Tenant from the obligation to pay Rent as required by this Paragraph 4 unless otherwise expressly provided in this Lease. 5. Services. Utilities for the Premises shall be separately metered for water, gas, and electricity, and Tenant shall pay all charges for water, storm water run off, gas, electricity, and trash removal. 6. Assignment and Subletting. This Lease may not be let, sublet, assigned, or otherwise transferred by Tenant except with the Landlord's express written consent, which consent shall not be unreasonably withheld or delayed. If this Lease is so let, sublet, assigned, conveyed, mortgaged, pledged, encumbered or otherwise transferred by Tenant without Landlord's written consent, Landlord may reenter and relet the Premises and this Lease, at the option of Landlord, shall terminate. Acceptance of Rent by Landlord from any proposed transferee, or tenant, or other occupant, shall not be construed as a recognition of or consent to such assignment, transfer, occupancy or subletting, or a release of Tenant from the observance of the covenants and agreements of this Lease, but such acceptance shall be construed as a waiver only for the period for which the Rent is accepted. If Tenant subleases, assigns, or otherwise transfers hereunder, without Landlord's consent, Tenant shall remain fully liable hereunder. 7. Maintenance & Repairs, and Tenant's Contents/ Liability Insurance. A) The Landlord shall keep in repair the outside walls and the roof. Any other repairs, replacements, improvements or cosmetics shall be the responsibility of the Tenant. B) The Tenant shall keep the Premises in good order and condition during the Term, and shall, at the Tenant's own expense, keep all Tenant's personal property, fixtures improvements and alterations made to the Premises in good order, condition and repair. C) Tenant shall be responsible for all repairs to electrical, plumbing and air conditioning systems contained in the Premises and shall notify Landlord concerning necessary repairs that are to be performed. D) Tenant must procure, at its own expense, its own insurance covering it contents, improvements and fixtures. Tenant will also procure a minimum of $500,000 of Liability insurance, at its own expense. Landlord will not be held accountable for accidents. E) Tenant agrees that everything (ex: plumbing, electrical, and air conditioning systems) are in working order upon signing of this lease. 8. Covenants and Warranties. Tenant's Covenants and Warranties. Tenant will not commit waste or permit waste to be committed on or in the Premises or Property, and Tenant's conduct and activities within the Premises shall comply with applicable zoning and other municipal regulations. Tenant will take good care of the Premises and fixtures therein and will quit and surrender the Premises at the expiration or termination of this Lease in as good condition as the reasonable use thereof during the Term hereof will permit, but subject to damage by fire, elements, taking by eminent domain and repairs which are the responsibility of the Landlord. Tenant will repair, at Tenant's cost, any damage, injury or breakage done by Tenant, its agents and employees, including, but not limited to, damage done to the Property or Premises by Tenant's equipment and installations. Tenant shall not paint, inscribe or affix any sign or advertisement on the outside of the Building or the Premises, except as approved in writing by Landlord. Tenant agrees not to use or permit the use of the Premises or any part thereof for any purpose or use in any manner that will constitute a nuisance or an annoyance to the owners or occupants of adjoining or neighboring premises, or the other tenants or occupants of the Building. Tenant, at Tenant's expense, shall, promptly and at its expense, comply with all laws, ordinances, decrees, orders, statutes and regulations of all governmental authorities and of all requirements of insurance carriers applicable to the Premises or to Tenant's use thereof but said compliance shall not require Tenant to assume the monetary obligation to make structural changes or improvements to the Premises. Tenant further agrees not to keep or permit therein any gasoline, distillate, any other combustible petroleum product, or any material constituting a hazardous material under applicable local, state or federal laws, rules, regulations, orders or decrees, without first obtaining the written consent of Landlord. 9. Alterations and Improvements. Except non-structural interior alterations which require expenditures of less than $1,000.00 in any calendar year, no alterations in or additions to the Premises shall be undertaken unless Tenant has obtained Landlord's written permission to do so. Tenant shall indemnify and hold Landlord harmless from all liabilities, liens (including, but not limited to, mechanic's or materialmen's liens or claims thereof), costs (including, but not limited to, attorneys' fees), expenses, proceedings, claims and demands of every kind and description which may arise out of, or be connected in any way with, alterations or additions made to the Premises by Tenant. 10. Acceptance of the Premises; Construction. A) The taking of possession by Tenant of the Premises shall be conclusive evidence as against Tenant that the Premises and the Building were in good and satisfactory condition at the time such possession was taken. B) If Landlord is unable to give possession of the Premises on the Commencement Date due to the fact that the Premises are not ready for occupancy or for any other reason, Landlord shall not be subject to any liability for failure to give possession on the Commencement Date and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the Term of this Lease, but the Rent payable hereunder shall be abated (provided Tenant is not responsible for the inability to obtain possession) until Landlord has given notice to Tenant that the Premises are ready for occupancy. C) Notwithstanding anything to the contrary contained herein, Landlord shall be under no obligation to repair, maintain or insure installations, alterations, additions, partitions, fixtures, personality, or anything in the nature of a leasehold improvement made or installed by or on behalf of Tenant following the Commencement Date. 11. Notices. All notices to be given by one party to the other party under the Lease shall be given in writing, mailed or delivered to other party at the address shown on the Schedule on the first page of this Lease. Mailed notices shall be sent postage prepaid by United States Certified Mail, Return Receipt Requested, or Registered Mail. Such notice shall be deemed to have been given upon posting in the United States Mail. Notice by facsimile is allowed if the sending party has evidence that the Notice was received by the other party. Tenant's Address for Notice: 3535 E. Admiral Pl. Tulsa, OK 74115 Landlord's Address for Notice: Mr. Tony Mills P.O. Box 580878 Tulsa, OK 74158 12. Breach, Default and Remedies. A) It is agreed that Tenant shall be in "Default" if (i) Tenant shall fail to pay the Rent, or any pay installments thereof as aforesaid, at the time the same shall become due and payable, and such failure shall continue for fifteen (15) days after written notice thereof is given to Tenant by Landlord (such 15-day period, hereafter, the "Cure Period"); and/or (ii) Tenant shall violate or fail or neglect to keep and perform any of the covenants, conditions and agreements, or rules and regulations contained or referred to herein on the part of Tenant to be kept and performed and such violation or failure shall continue for fifteen (15) days after written Notice thereof is given to Tenant by Landlord (again, the "Cure Period"), unless Tenant is taking reasonable steps to cure the default. B) In each and every such event set forth in Subparagraph 16.A above, should any such Default fail to be cured during the Cure Period (and only if the parties are unable to agree in writing that Tenant is taking reasonable steps to cure the Default) from thenceforth, at the option of Landlord, Tenant's right of possession shall thereupon cease and terminate, and Landlord shall be entitled to the possession of the Premises and to reenter the same without demand of Rent or demand of possession of said Premises and may forthwith proceed to recover possession of the Premises by process of law, any notice to quit being hereby expressly waived by Tenant. In the event of such reentry by process of law or otherwise, Tenant nevertheless agrees to remain liable for any and all damage, deficiency or loss of Rent which Landlord may sustain by such reentry, including reasonable attorneys' fees and court costs. If, under the provisions hereof, any applicable summary process shall be served, and a compromise or settlement therefor shall be made, such action shall not be deemed a waiver of any breach of any covenant, condition or agreement herein contained. C) Should this Lease be terminated before the expiration of the Original Term hereof by reason of Tenant's default as provided herein, If the full Rent reserved under this Lease (and any of the costs, expenses or damages indicated below) shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord including, without limitation, deficiency in Rent, reasonable attorneys' fees, other collection costs, brokerage fees, and expenses of placing the Premises in rentable condition commensurate with the other tenant space in the Building. Landlord, in putting the Premises in good order or preparing the same for re-rental may, at Landlord's option, make such reasonable repairs or replacements in the Premises as Landlord, in Landlord's sole but reasonable judgment, considers advisable and necessary for the purpose of reletting the Premises, and the making of such alterations, repairs or replacements shall not operate or be construed to release Tenant from liability hereunder as aforesaid. In no event shall Tenant be entitled to receive any excess, if any, of such net Rent collected over the sum payable by Tenant to Landlord hereunder. D) Any damage or loss of Rent sustained by Landlord may be recovered by Landlord, at Landlord's option, at the time of the reletting, or in separate actions, from time to time, as said damage shall have been ascertained by successive relettings; or, at Landlord's option, may be deferred until the expiration of the Term or Extended Term of this Lease (in which event, Tenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said Term). The provisions contained in this paragraph shall be in addition to and shall not prevent the enforcement of any claim Landlord may have against Tenant for anticipatory breach of the unexpired Term or Extended Term of this Lease. E) All rights and remedies of Landlord under this Lease shall be cumulative and shall not be exclusive of any other rights and remedies provided to Landlord under applicable law or at equity. F) If under the provisions hereof Landlord shall institute proceedings and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any covenant, rule or regulation herein contained nor of any of Landlord's rights hereunder. No waiver by Landlord of any breach of any covenant, condition, agreement, rule or regulation herein contained shall operate as a waiver of such covenant, condition, agreement, rule or regulation itself, or of any subsequent breach thereof. 13. Inability to Perform. The obligations of Tenant and Landlord hereunder shall not be affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant nor shall Tenant have any liability whatsoever to Landlord, because (a) Landlord or Tenant is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of acts of God, delays from acts or inaction of governmental agencies, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord's reasonable control; or (b) of any failure or defect in the Premises by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord's or Tenant's reasonable control. 14. Landlord's Reserved Rights. A) Landlord reserves the right a) to designate all sources furnishing sign painting and lettering on the Premises; b) to decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy during the last thirty (30) days of the term of the Lease, or any part thereof, if during or prior to the time Tenant vacates the Premises c) upon reasonable prior notice to Tenant, to exhibit the Premises to prospective tenants and to any prospective purchaser, mortgagee, or assignee of any mortgage on the Property and to others having a legitimate interest at any time during the Term. Said showing of space shall not be deemed to be an interruption of the quiet enjoyment of the Premises; and d) to make such modifications or replacements (for example, the installation on the inside of the windows of a film and/or other energy saving devices) to reduce the usage of energy in the Building; and (l) to retain access to all parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, doors and entrances), for the purposes of operation, maintenance, alteration and repair of the Building. B) Landlord, only with proper Notice in advance, may enter upon the Premises or any part thereof and may exercise any or all of the foregoing rights without being deemed guilty of an eviction or disturbance of Tenant's use or possession and without being liable in any manner to Tenant. 15. Liability and Insurance. In addition to any other provisions in this Lease and in no way a limitation upon such other provisions, Landlord shall not be liable or responsible in any way for any death or injury arising from or out of any occurrence in, upon or at the Premises or Property or for damage to property of Tenant or others located in the Premises, nor shall it be responsible in the event of damage to any property of Tenant or others from any cause whatsoever, unless such damage, loss, injury or death results from the gross negligence of Landlord. Without limiting the generality of the foregoing, Landlord shall not be liable for any injury or damage to persons or property resulting from fire, smoke, explosion, falling ceilings, steam, gas, electricity, water, rain, snow or leaks from any part of the Premises or the Building or from the pipes, appliances, plumbing works, roof, street, or subsurface of any floor or ceiling or from any other place in the Building or because of dampness or climatic conditions or from any other cause of whatsoever kind except when such damage or injury is caused in any way by the negligent or intentional acts or omissions of Landlord or those for whom Landlord is legally responsible. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant only, and Landlord is not responsible for Tenant property. 16. Transfer by Landlord. Landlord may and shall have the right to transfer, mortgage, assign, pledge and convey, in whole or in part, the Property, this Lease, all rights (existing and to exist). Upon assignment of the Lease by Landlord, Landlord shall be relieved automatically of any liability or responsibility under this Lease and to Tenant for all periods after the time and date of such assignment. 17. Integration, Amendment and Waiver. It is agreed by Tenant, as a material consideration for the execution of this Lease, that there are and were no verbal representations, understandings, stipulations, agreements or promises pertaining to this Lease not incorporated in writing herein, so that this Lease contains the entire understanding of the parties on the subject matter hereof. This Lease shall not be altered, waived, amended or extended otherwise than as provided herein, except in a writing signed by both parties. No waiver of any breach of any covenant, condition or agreement herein contained, on one or more occasion, shall operate as waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver shall be in writing signed by Landlord. 18. Deposit. $2,000 deposit is required upon signature of contract. Deposit cannot be used as last month's rent and will be returned upon inspection of building. Any damages will be deducted from deposit before refunding. IN WITNESS WHEREOF, Landlord or Landlord representative and Tenant have hereunto set their hands the date first above written, GUARANTY OF LEASE In order to induce Landlord to enter into the foregoing lease, the undersigned guarantors, ___________________________, do hereby unconditionally and absolutely guarantee to Landlord the full, complete and prompt payment of all payments due under such lease and the full, complete and prompt performance of all obligations under the lease in accordance with the terms of such lease. In the event of a default in any term of the lease, the guarantors hereby agree that they will perform the lease according to its terms and agree that they will be responsible for the performance of all such obligations without regard to the ability of the Tenant to do so. [Handwritten Names] COMMERCIAL LEASE