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Exhibit 10.2
OFFICE BUILDING LEASE
1. PARTIES.
This Lease dated for reference purposes only, January 15, 1997, is made
by and between XXXX XXXXXXX, an Individual, dba AIRPORT BUSINESS PARK
(herein called "Landlord") and Saba Petroleum Company (herein called
"Tenant").
2. PREMISES
a) Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord a portion of the building located at 0000 Xxxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "Building"), specifically Suites 101, 103,
105 on the lst Floor and Suite 201 on the 2nd Floor thereof and shown
hatched in black on the plan attached hereto as Exhibit A ("Premises").
b) Said Lease is subject to the terms, covenants and conditions
herein set forth and Tenant covenants as a material part of the
consideration for this Lease to keep and perform each and all of said
terms, covenants and conditions by it to be kept and performed and that
this Lease is made upon the condition of said performance.
3. TERM.
The term of this Lease shall be for a period of three (3) years,
commencing February 1, 1997 and ending on the 1st day of February, 2000.
Tenant shall have one Option to extend this Lease for a period not to
exceed two (2) years. Tenant shall give Landlord notice of its intent to
exercise said option within ninety (90) days of expiration of the
initial three-year term.
4. POSSESSION.
If Landlord, for any reason whatsoever cannot deliver possession of the
said Premises to the Tenant at the commencement of the term hereof, this
Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom. In the event Landlord
is delayed in the completion of the Building of which the Premises are a
part, the beginning and endings dates for each and every term contained
in this lease (Including the dates for giving of notices, exercising
options and parking privileges) and tenants obligation for the payment
of rent shall be extended by the number of days equal to any such delay
so as to provide for a full term of three (3) years from the date from
the date tenant's obligation to pay rent commences.
5. RENT.
Rent shall be due and payable on the first day of each month, commencing
February 1, 1997. Rent is defined as $1.00 gross per square foot. Total
square footage for this lease is: Suite 101: 1360 s.f.; Suite 103: 1570
s.f.; Suite 105: 890 s.f; Suite 201: 3423 s.f., totaling 7243 square
feet.
6. USE.
Tenant shall use the Premises for general office purposes and shall not
use or permit the Premises to be used for any other purpose without the
prior written consent of Landlord. Tenant shall not do or permit
anything to be done in or about the Premises nor bring or keep anything
therein which will In any way increase the existing rate of or affect
any fire or other insurance upon the Building In which the Premises are
located or any of its contents, or cause cancellation of any insurance
policy covering said Building or any part thereof or any of its
contents. Tenant shall not do or permit anything to be done in or about
the Premises which will in any way obstruct or Interfere with the rights
of other tenants or occupants of said Building or injure or annoy them
or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any nuisance in, on or about the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.
Tenant shall not prepare any food nor do any cooking, conduct any
restaurant, luncheonette or cafeteria for the sale or service of food or
beverages to its employees or to others, or cause or permit any odors of
cooking or other processes, or any unusual or objectionable odors to
emanate from demised premises. Tenant shall not install or permit the
installation or use of any vending machine or permit the delivery of any
food or beverage to demised premises except by such persons and in such
manner as are approved by Landlord.
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7. LEGAL COMPLIANCE.
Tenant shall not use the Premises or permit anything to be done in or
about the Premises which will in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which
may hereafter be in force, and with the requirements of any board of
fire insurance underwriters or other similar bodies now or hereafter
constituted, relating to, or affecting the condition, use or occupancy
of the Premises, excluding structural changes not related to or affected
by Tenant's improvements or acts. The judgment of any court of competent
jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord be a party thereto, or not that Tenant has violated any
law, statute, ordinance or governmental rule, regulation or requirement,
shall be conclusive of that fact as between the Landlord and Tenant.
8. ALTERATIONS AND ADDITIONS.
Tenant shall not make or suffer to be made any alterations, additions or
improvements to or of the Premises or any plan thereof without the
written consent of Landlord first had and obtained, and any alterations,
additions or improvements to or of said Premises including, but not
limited to, wall covering, paneling and built-in cabinet work, but
excepting movable furniture and trade fixtures, shall on the expiration
of the term become a part of the realty and belong to the Landlord and
shall be surrendered with the Premises. In the event Landlord consents
to the making of any alterations, additions or improvements to the
Premises by Tenant, the same shall be made by Tenant at Tenant's sole
cost and expense, and any contractor or person selected by Tenant to
make the same must first be approved of in writing by the Landlord. Upon
the expiration or sooner termination of the term hereof, Tenant shall,
upon written demand by Landlord, given at least thirty (30) days prior
to the end of the term, at Tenant's sole cost and expense, forthwith and
with all due diligence remove any alterations, additions, or
improvements made by Tenant, designated by Landlord to be removed, and
Tenant shall, forthwith and with all due diligence at its sole cost and
expense, repair any damage to the Premises caused by such removal or at
Landlord's option, shall pay to Landlord the cost of repairing any
damage caused by such removal.
9. REPAIRS.
(a) By taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises as being in good, sanitary order, condition
and repair. Tenant shall, at Tenant's sole cost and expense, keep the
Premises and every part thereof in good condition and repair, damage
thereto from causes beyond the reasonable control of Tenant and ordinary
wear and tear excepted. Tenant shall upon the expiration or sooner
termination of this Lease hereof surrender the Premises to the Landlord
in good condition, ordinary wear and tear and damage from causes beyond
the reasonable control of Tenant excepted. Except as specifically
provided in an addendum, if any, to this Lease, Landlord shall have no
obligation whatsoever to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof and the parties hereto affirm
that Landlord has made no representations to Tenant respecting the
condition of the Premises or the Building except as specifically herein
set forth.
(b) Notwithstanding the provisions of Article 9(a) hereinabove,
Landlord shall repair and maintain the structural portions of the
Building, including the basic plumbing, air conditioning, heating, and
electrical systems, installed or furnished by Landlord, unless such
maintenance and repairs are caused In part or In whole by the act,
neglect, fault or omission of any duty by the Tenant, Its agents,
servants, employees or invitees, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repairs. Landlord
shall not be liable for any failure to make any such repairs or to
perform any maintenance unless such failure shall persist for an
unreasonable time after written notice of the need of such repairs or
maintenance is given to Landlord by Tenant. Except as provided in
Article 24 hereof, there shall be no abatement of rent and no liability
of Landlord by reason of any injury to or interference with Tenant's
business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or in
or to fixtures, appurtenances and equipment therein. Tenant waives the
right to make repairs at Landlord's expense under any law, statute or
ordinance now or hereafter in effect, including, but not by way of
limitation sections 1932, 1933, 1941, and 1942 of the Civil Code of the
State of California.
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10. LIENS.
Tenant shall keep the Premises and the property in which the Premises
are situated free from any liens arising out off any work performed,
materials furnished or obligations incurred by Tenant.
11. ASSIGNMENT AND SUBLETTING:
Neither Tenant, nor Tenant's legal representatives, successors or
assigns, shall assign, mortgage or encumber this lease, or sublet, or
use or occupy or permit demised premises or any part thereof to be used
or occupied by others, without the prior written consent of Landlord,
which consent shall not be unreasonably withheld. Such consent shall not
be required for any assignment to Tenant's corporate subsidiaries and
affiliates. If this lease be assigned, or if demised premises or any
part thereof be sublet or occupied by any party other than Tenant,
Landlord may, after default by Tenant, collect rent from the assignee
subtenant or occupant and apply the net amount collected to the rent
herein reserved, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance
of the assignee, subtenant or occupant as tenant, or a release of Tenant
from the further performance by Tenant of the obligations on the part of
Tenant herein contained. The consent by Landlord to an assignment or
subletting shall not in any way be construed to relieve Tenant, the
assignee or the subtenant from obtaining the express consent in writing
of Landlord to any further assignment or subletting or to release Tenant
from any liability whether past, present or future under this lease or
to release Tenant from any liability under this lease because of
Landlord's failure to give notice of default under or in respect of any
of the terms, covenants, conditions, provisions or agreements of this
lease. Not withstanding the consent of Landlord to such assignment or
subletting, Tenant shall remain liable for the payment of all bills
rendered by Landlord for the charges incurred by the assignee or
subtenant for services and materials supplied to demised premises. A
transfer of control of Tenant shall be deemed an assignment under this
lease and shall be subject to all the provisions of this Article,
including the requirement of obtaining Landlord's prior written consent.
Notwithstanding any contrary provision of this Article, Tenant may
assign this lease upon the following express conditions: that the
proposed assignee shall be subject to the prior written consent of
Landlord, which consent will not be unreasonably withheld but without
limiting the generality of the foregoing, it shall be reasonable for
Landlord to deny such consent if: the use to be made of demised premises
by the proposed assignee is (a) not generally consistent with the
character and nature of all other tenancies in the Building, or (b) a
use which conflicts with any so-called (exclusive) then in favor of, or
for any use which is the same as that stated in any lease to another
tenant of the Building or any of Landlord's then buildings which are in
the same complex as the Building, or (c) a use which would be prohibited
by any other portion of this lease (including but not limited to any
Rules and Regulations then in effect); or the character, moral
stability, reputation and financial responsibility of the proposed
assignee are not reasonably satisfactory to Landlord or in any event not
at least equal to those which were possessed by Tenant as of the date of
execution of this lease; that Tenant shall pay to Landlord Landlord's
then standard processing fee; that the proposed assignee shall execute
an agreement pursuant to which it shall agree to perform faithfully and
be bound by all of the terms, covenants, conditions, provisions, and
agreements of this lease; and that an executed duplicate original of
said assignment and assumption agreement, on Landlord's then standard
form, shall be delivered to Landlord within five days after the
execution thereof, and that such assignment shall not be binding upon
Landlord until the delivery thereof to Landlord and the execution and
delivery of Landlord's consent thereto. Landlord shall have the option
to terminate this Lease rather than approve the assignment hereof.
12. HOLD HARMLESS.
Tenant shall indemnify and hold harmless Landlord against and from any
and all claims arising from Tenant's use of the Premises for the conduct
of its business or from any activity, work, or other thing done,
permitted or suffered by the Tenant in or about the Building, and shall
further indemnify and hold harmless Landlord against and from any and
all claims arising from any breach or default in the performance of any
obligation on Tenant's part to be performed under the terms of this
Lease, or arising from any act or negligence of the Tenant, or any
officer, agent, employee, guest, or invitee of Tenant, and from all and
against all cost, attorney's fees, expenses and liabilities incurred in
or about any such claim or any action or proceeding brought thereon,
and, in any case, action or proceeding be brought against Landlord by
reason of any such claim, Tenant upon notice from Landlord shall defend
the same at Tenant's expense by counsel reasonably satisfactory to
Landlord. Tenant as a material part of the consideration to Landlord
hereby assumes all risk of damage to property or injury to persons, in
upon or about the Premises, from any cause other than Landlord's
negligence, and Tenant hereby waives all claims in respect thereof
against Landlord or its agents shall not be liable for any damage to
property entrusted to employees of the building, nor for the loss or
damage to any property by theft or otherwise, nor for any injury to or
damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak from any
part of the Building or from the pipes, appliances or plumbing works
therein or from the roof, street, or subsurface
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or from any other place resulting from dampness or any other case
whatsoever, unless caused by or due to the negligence of Landlord, its
agents, servants, or employees. Landlord or its agents shall not be
liable for interference with the light, or loss of business by Tenant,
nor shall Landlord be liable for any latent defect in the Premises or in
the Building. Tenant shall give prompt notice to Landlord in case of
fire or accidents In the Premises or in the Building or of defects
therein or in the fixtures or equipment.
13. SUBROGATION.
As long as their respective Insurers so permit, Landlord and Tenant
hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties.
Each party shall obtain any special endorsements, if required by their
insurer in evidence compliance with the aforementioned waiver.
14. LIABILITY INSURANCE.
Tenant shall, at Tenant's expense, obtain and keep in force during the
term of this lease a policy of comprehensive public inability insurance
insuring Landlord and Tenant against any liability arising out of or in
connection with the ownership, use, occupancy, maintenance, repair or
improvement of the Premises and all areas appurtenant thereto. Such
insurance shall provide single limit liability coverage of not less than
$500,000, per occurrence for property damage and $500,000 per occurrence
for bodily injury or death of one person and $1,000,000 for one
accident. The limits of said insurance shall not, however, limit the
liability of Tenant hereunder, and Tenant shall be responsible for
ensuring that the amount of liability insurance carried by Tenant is
sufficient for Tenant's purposes. Tenant may carry said insurance under
a blanket policy, providing however, said insurance by Tenant shall have
a Landlord's protective liability endorsement attached thereto in form
and substance satisfactory to Landlord. If Tenant shall fail to procure
and maintain said insurance, Landlord may but shall not be required to
procure and maintain same, but at the expense of Tenant. Insurance
required hereunder shall be In companies rated A+, AAA or better in
"Best's Insurance Guide." Tenant shall deliver to Landlord prior to
occupancy of the Premises, copies of policies of liability insurance
required herein or certificates evidencing the existence and amounts of
such insurance with evidence satisfactory to Landlord of payment of
premiums. No policy shall be cancelable or subject to reduction of
coverage except after fifteen (15) days prior written notice to
Landlord. Tenant acknowledges and agrees That insurance coverage carried
by Landlord will not cover Tenant's property within the Premises or the
Building and the Tenant shall be responsible, at Tenant's sole cost and
expense, for providing insurance coverage for Tenant's movable
equipment, furnishings, trade fixtures and others personal property in
or upon the Premises, and for any alterations, additions or improvements
to or of the Premises or any part thereof made by Tenant, in the event
of damage or loss thereto from any cause whatsoever.
15. SPECIAL UTILITY NEEDS.
Tenant will not, without written consent of Landlord, use any apparatus
or device in the Premises, including but without limitation thereto,
electronic data processing machines, punch card machines, and machines
using in excess of 120 volts, which will in any way increase the amount
of electricity usually furnished or supplied for the use of the Premises
as general office space; nor connect with electric current except
through existing electrical outlets in the Premises, any apparatus or
device for the purpose of using electric current. If Tenant shall
require water or electric property in excess of that usually furnished
or supplied for the use of the Premises as general office space, Tenant
shall first procure the written consent of Landlord, which Landlord may
refuse, to the use thereof and Landlord may cause a water meter or
electrical current meter to be installed in the Premises, so as to
measure the amount of water and electric current consumed for any such
use. The cost of any such meters and of installation, maintenance and
repair thereof shall be paid for by the Tenant and Tenant agrees to pay
to Landlord promptly upon demand therefore by Landlord for all such
water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility furnishing
the same, plus any additional expense incurred in keeping account of the
water and electric current so consumed. If a separate meter is not
installed, such excess cost for such water and electric current will be
established by an estimate made by a utility company or electrical
engineer.
16. OTHER PROPERTY TAXES.
In the event any or all of Tenant's leasehold improvements, equipment,
furniture, fixtures and personal property shall be assessed and taxed
with the Building, Tenant shall pay to Landlord its share of such taxes
within ten (10) days after delivery to Tenant by Landlord of a statement
in writing setting forth the amount of such taxes applicable to Tenant's
property.
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17. RULES AND REGULATIONS.
Tenant and Tenant's agents, servants, employees, contractors, visitors
and licensees shall observe faithfully and comply strictly with the
Rules and Regulations attached hereto and made a part hereof, and such
other and further reasonable Rules and Regulations as Landlord or
Landlord's agents may from time to time adopt. Notice of any additional
Rules or Regulations shall be given in such manner as Landlord may
elect in case Tenant disputes the reasonableness of any Rule or
Regulation hereafter made or adopted by Landlord or Landlord's agents,
the parties hereto agree to submit the question of the reasonableness of
such Rule and Regulation for arbitration, in the City of Los Angeles in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, whose determination shall be final and
conclusive upon the parties hereto. No dispute of the reasonableness of
any Rule or Regulation shall be deemed a compliance upon Tenant's part
with the foregoing provisions of this Article unless the same has been
raised by service of a notice in writing upon Landlord within ten days
after notice of the adoption of any such Rule or Regulation has been
served upon Tenant. Landlord shall not be liable to Tenant for violation
of any of said Rules and Regulations, or the breach of any term,
covenant, condition, provision or agreement in any Lease, by any other
tenant or other party in the Building.
18. HOLDING OVER.
If Tenant remains in possession of the Premises or any part thereof
after the expiration of the term hereof, with the express written
consent of Landlord, such occupancy shall be a tenancy from month to
month at a rental in the amount of the last monthly rental, plus all
other charges payable hereunder, and upon all the terms hereof
applicable to a month to month tenancy.
19. ENTRY BY LANDLORD.
Landlord reserves and shall at any and all times have the right to enter
the Premises, inspect the same, supply janitorial services and any other
service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of
non-responsibility, and to alter, improve or repair the Premises and any
portion of the Building of which the Premises are a part that Landlord
may deem necessary or desirable, without abatement of rent and may for
that purpose erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed, always
providing that the entrance to the Premises shall not be blocked
thereby, and further providing that the business of the Tenant shall not
be interfered with unreasonably. Tenant hereby waives any claim for
damages or for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned thereby. For each of the
aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the doors in, upon and about the Premises,
excluding Tenant's vaults, safes and files and Landlord shall have the
rights to use any and all means which Landlord may deem proper to open
side doors in an emergency, in order to obtain entry to the Premises
without liability to Tenant except for any failure to exorcise due care
for Tenant's property. Any entry to the Premises obtained by Landlord by
any of said means, or otherwise shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a
detainer of, the Premises or an eviction of Tenant from the Premise or
any portion thereof
20. RECONSTRUCTION.
In the event the Premises or the Building of which the Premises are a
part are damaged by fire or other perils covered by extended coverage
Insurance, Landlord agrees to forthwith repair the same; and this Lease
shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate reduction of the rent while such repairs are
being made, such proportionate reduction to be based upon the extent to
which the makings of such repairs shall materially interfere with the
business carried on by the Tenant in the Premises. If the damage is due
to the fault or neglect of Tenant or its employees, there shall be no
abatement of rent. In the event the Premises or the Building of which
the Premises are a part are damaged as a result of any cause other than
the perils covered by fire and extended coverage insurance, then
Landlord shall forthwith repair the same, provided the extent of the
destruction be less than ten (10%) per cent of the then full replacement
cost of the Premises or the Building of which the Premises are a part.
In the event the destruction of the Premises or the Building is to an
extent greater than ten (10%) per cent of the full replacement cost,
then Landlord shall have the option; (1) to repair or restore such
damage, this Lease continuing in full force and effect, but the rent to
be proportionately reduced as hereinabove in this Article provided; or
(2) give notice to Tenant at any time within sixty (60) days after such
damage terminating this Lease as of the date specified in such notice,
which date shall be no less than thirty (30) and no more than sixty (30)
days after the giving of such notice. In the event of giving such
notice, this lease shall expire and all Interest of the Tenant in the
Premises shall terminate on the date so specified in such notice and the
Rent, reduced by a proportionate amount, based upon the extent, if any
to which such damage materially interfered with the business carried on
by the
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Tenant In the Premises, shall be paid up to date to said such
termination. Notwithstanding anything to the contrary contained in this
Article, Landlord shall not have any obligation whatsoever to repair,
reconstruct or restore the Premises when the damage resulting from any
casualty under this Article occurs during the last twelve (12) months of
the term of this Lease or any extension thereof Landlord shall not be
required to repair any injury or damage by fire or other cause, or to
make any repairs or replacements of any panels, decoration, office
fixtures, railings, floor covering, partitions, or any other property
Installed In the Premises by Tenant. The Tenant shall not be entitled to
any compensation or damages from Landlord for loss of the use of the
whole or any part of the premises, Tenant's personal property or any
inconvenience or annoyance occasioned by such damage, repair,
reconstruction or restoration.
21 DEFAULT
The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant. For purposes
hereof the failure of Tenant to operate its business in the Premises for
seven consecutive days shall be deemed an abandonment.
a. The vacating or abandonment of the Premises by Tenant;
b. The failure by Tenant to make any payment of rent or any
other payment required to be made by Tenant hereunder as and when due,
where such failure shall continue for a period of three (3) days after
written notice thereof by Landlord to Tenant.
c. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or
performed by the Tenant, where such failure shall continue for a period
of thirty (30) days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of Tenant's default is such that
more than thirty (30) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant commences such
cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion.
d. The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against
Tenant of a petition to have Tenant adjudged a bankrupt, or a petition
or reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Tenant, the same is
dismissed within sixty (60) days); or the appointment of a trustee or a
receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant within thirty (30) days; or the
attachment, execution or other judicial seizure of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where such seizure is not discharged in thirty (30) days.
22. REMEDIES IN DEFAULT.
In the event of any such material default or breach by Tenant, Landlord
may at any time thereafter, with or without notice or demand and without
limiting Landlord in the exercise of a right or remedy which Landlord
may have by reason of such default or breach:
a. Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such an
event Landlord shall be entitled to recover from tenant all damages
incurred by Landlord by reason of Tenant's default including, but not
limited to the cost of recovering possession of the Premises; expenses
off reletting, including necessary renovation and alteration of the
Premises, reasonable attorney's fees, any real estate commissions
actually paid; the worth at the time of award by the court having
jurisdiction thereof of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of
such rental loss for the same period that Tenant proves could be
reasonably avoided; that portion of the leasing commission paid by
Landlord and applicable to the unexpired term of this Lease. Unpaid
installments of rent or other sums shall bear interest from the date due
at the maximum rate per annum permitted by law. In the event Tenant
shall have abandoned the Premises, Landlord shall have the option of (a)
taking possession of the Premises and recovering from Tenant the amount
specified in this paragraph, or (b) proceeding under the provisions of
the following Article 23.
b. Maintain Tenant's right to possession in which case this
Lease shall continue in effect whether or not Tenant shall have
abandoned the Premises. In such event Landlord shall be entitled to
enforce all of Landlord's rights and remedies under this Lease,
including the right to recover the rent as it becomes due hereunder.
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c. Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decision of the State in which the
premises are located.
23. EMINENT DOMAIN.
If more than twenty-five (25%) per cent of the Premises shall be taken
or appropriated by any public or quasi public authority under the power
of eminent domain, either party hereto shall have the right, at its
option to terminate this Lease, and Landlord shall be entitled to any
and all income, rent, award, or any interest therein whatsoever which
may be paid or made in connection with such public or quasi-public use
or purpose, and Tenant shall have no claim against Landlord for the
value of any unexpired term of this Lease. If either less than or more
than twenty-five (25%) per cent of the Premises is taken, and neither
party elects to terminate as herein provided, the rental thereafter to
be paid shall be equitably reduced. If any part of the Building other
than the Premises may be so taken or appropriated Landlord shall have
the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.
24. OFFSET STATEMENT.
Tenant shall at any time and from time to time upon not less than ten
(10) days prior written notice from Landlord execute, acknowledge and
deliver to Landlord a statement in writing, (a) certifying that this
Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease
as so modified, is in full force and effect), and the date to which the
rental and other charges are paid in advance, if any, and (b)
acknowledging that there are not, to Tenant's knowledge, any uncured
defaults on the part of the Landlord hereunder, or specifying such
defaults if any are claimed. Any such statement may be relied upon by
any prospective purchaser or encumbrancer of all or any portion of the
real property of which the Premises are a part.
25. PARKING
Tenant shall have the right to use in common with other tenants or
occupants of the Building, the parking facilities of the Building
subject to the monthly rates, rules and regulations, and any other
charges of Landlord for such parking facilities which may be established
or altered by Landlord at any time or from time to time during the term
hereof
26. AUTHORITY OF PARTIES.
a. Corporate Authority. If Tenant is a corporation each
individual executing this Lease on behalf of said corporation,
represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation, and that this Lease is
binding upon said corporation in accordance with its terms.
b. Limited Partnerships. If the Landlord herein is a limited
partnership, it is understood and agreed that any claims by Tenant on
Landlord shall be limited to the assets of the limited partnership, and
furthermore, Tenant expressly waives any and all rights to proceed
against the individual partners or the officers, directors or
shareholders of any corporate partner, except to the extent of their
interest in said limited partnership.
27. WAIVER OF TRIAL BY JURY.
The respective 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 matter 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, or the enforcement of any remedy under any statute,
emergency or otherwise.
28. GENERAL PROVISIONS.
(i) Plats and Riders. Clauses, plats and riders, if any, signed
by the Landlord and the Tenant and endorsed on or affixed to this Lease
are a part hereof. Provided, however, that any plan attached hereto and
made a part hereof, except as otherwise specifically provided, is used
solely for the purpose of identifying or designating the premises
demised under the terms of this Lease and any markings, measurements,
dimensions or notes of any kind contained therein have no bearing upon
any of the terms, covenants, conditions, provisions or agreements of
this lease and are not to be considered a part hereof.
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(ii) Waiver The waiver by Landlord of any term covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
of any term, covenant or condition of this Lease, other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent
(iii) Notices. All notices and demands which may or are to be required or
permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Landlord to the Tenant shall be sent by
United States Mail, postage prepaid, addressed to the Tenant at the Premises, or
to such other place as Tenant may from time to time designate in a notice to the
Landlord all notices and demand by the Tenant to the Landlord shall be sent by
United States Mail, postage prepaid addressed to the Landlord at the Office of
the Building, or to such other person or place as the Landlord may from time to
time designate in a notice to the Tenant.
(iv) Joint Obligations. If there be more than one Tenant the obligations
hereunder imposed upon Tenants shall be joint and several.
(v) Marginal Headings. The marginal headings and Article titles to the
Articles of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.
(vi) Time. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
(vii) Successors and Assigns. The covenants and conditions herein
contained subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto
(viii) Recordation. Neither Landlord nor Tenant shall record this Lease or
a short form memorandum hereto without the prior written consent of the other
party.
(ix) Quiet Possession. Upon Tenant paying the rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on so
part to be observed and performed hereunder, Tenant shall have quiet possession
of the Premises for the entire term hereof, subject to all the provisions of
this Lease.
(x) Late Charges. Tenant hereby acknowledges that late payment by Tenant
to Landlord of rent of other sums due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Landlord by terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received by Landlord or Landlord's designee within ten (10) days after written
notice that said amount is past due, then Tenant shall pay to Landlord a late
charge equal to ten (10%) percent of such overdue amount. The parties hereby
agree that such late charges represent a fair and reasonable estimate of the
cost that Landlord will incur by reason of the late payment by Tenant.
Acceptance of such late charges by the Landlord shall in no event constitute a
waiver of Tenant's default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted hereunder.
(xi) Prior Agreements. This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and no prior agreements or understanding pertaining to any such matters shall be
effective for any purpose. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.
(xii) Inability to Perform. This Lease and the obligations of the Tenant
hereunder shall not be affected or because the Landlord is unable to fulfill any
of its obligations hereunder or is delayed in doing so, if such inability or
delay is caused by reason of strike, labor troubles, acts of God, or any other
cause beyond the reasonable control of the Landlord.
(xiii) Arbitration. In the event of any action or disagreement by either
party against the other, under the conditions of this lease and its attachments,
the Lessor and Lessee shall submit the matter to Arbitration, in accordance with
the rules and regulations of the American Arbitration Association.
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(xiv) Sale of Premises by Landlord. In the event of any sale of the
Building and assignment of the Master Lease, Landlord shall be and is hereby
entirely freed and relieved of all liability under any and all of its covenants
and obligations contained in or derived from this Lease arising out of any act,
occurrence or omission occurring after the consummation of such sale and
assignment; and the purchaser, at such sale or assignment or any subsequent sale
or assignment of the Premises shall be deemed, without any further agreement
between the parties or their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of the
covenants and obligations of the Landlord under this Lease.
(xv) Subordination, Attornment. This lease is subject and subordinate to
all ground or underlying leases, mortgages and deeds of trust which now affect
the real property of which demised Premises forms a part or affect the ground or
underlying leases, and to all renewals, modifications, consolidations,
replacements and extensions thereof. It is further agreed that this lease may,
at the option of Landlord, be made subordinate to any ground or underlying
leases, mortgages, or deeds of trust which may hereafter affect the real
property of which demised Premises forms a part of affect the ground or
underlying leases, and that Tenant, or Tenant's successors in interest, will
execute and deliver upon the demand of Landlord any and all instruments desired
by Landlord subordinating in the manner requested by Landlord this lease to such
lease, mortgage or deed of trust. Landlord is hereby irrevocably appointed and
authorized as agent and attorney-in-fact of Tenant to execute and deliver all
such subordination instruments in the event Tenant fails to execute and deliver
said instruments within five days after notice from Landlord demanding the
execution thereof.
(xvi) Name. Tenant shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than an
address of the business to be conducted by the Tenant in the Premises.
(xvii) Separability. Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.
(xviii) Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible be cumulative with all other
remedies at law or in equity.
(xix) Choice of Law. This Lease shall be governed by the laws of the State
of California. (in which the Premises are located).
(xx) Signs and Auctions. Tenant shall not place any sign upon the Premises
or Building or conduct any auction thereon without Landlord's prior written
consent.
29. RENT INCREASE
During the first year of the Term of this Lease, the annual rent shall not
be increased. Thereafter, the annual rent shall be increased 4% commencing
the 13th month upon execution of this, and every 12th month thereafter.
30. LEASEHOLD AND TENANT IMPROVEMENTS
Landlord agrees to provide the space in a clean and orderly manner.
Landlord further agrees that he shall paint the entire space leased under
this agreement at no cost to the tenant. Tenant will provide the requisite
materials and labor to replace the existing carpet. Tenant will
additionally be responsible for any additional improvements made for the
purposes of professional customization.
31. The validity period of this lease is non-commissionable, for the entire
period of this lease.
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TENANT
Address: SABA PETROLEUM COMPANY
By:
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By:
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Date:
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LANDLORD
Address: AIRPORT BUSINESS PARK
Xxxx Xxxxxxx, Owner
By:
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Xxxx Xxxxxxx, Owner
By:
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Date:
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