Exhibit 10.23
OFFICE LEASE AGREEMENT
THE DEL MAR BUILDING
BASIC LEASE INFORMATION AND DEFINED TERMS
LEASE DATE: AUGUST 1, 2002
LANDLORD: 0000 Xx Xxxxxx, Xxx Xxxxx, XX, LLC.
0000 Xxxxxx Xxxxxx Xxxxx, Xxx Xxxxx XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Telephone: C/O Xxxxxx Xxxxxxx 702-227-0965
Fax: 000-000-0000
TENANT: Vestin Group
0000 Xx Xxxxxx Xxx. Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxx Conagan
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
PROJECT The Del Mar Building
0000 Xx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx
BUILDING: The entire two-story office building located at 0000 Xx Xxxxxx,
Xxx Xxxxx, XX 00000
LEASED PREMISES: The portion of the Building designated as suite 100
TOTAL RENTABLE AREA: 20,000 square feet, (gross).
TENANT AREA: 1233 square feet, (gross).
TERM OR LEASE TERM: 34 months
INITIAL TERM: 34 months calculated from the first day of the next calendar month
after the Commencement Date occurs (or calculated from the
Commencement Date if that date occurs on the first of the
month).
COMMENCEMENT DATE: June 1, 2003.
EXTENSION TERMS: Tenant shall have the option to extend, provided that Tenant
is in compliance with each and every term, covenant and
condition hereof on its part to be performed and that tenant
notifies Landlord in writing prior to
four months of the termination date of the Lease, that Tenant
wishes to exercise its option to extend its tenancy. Said extension will be at a
rental rate and term acceptable to the Landlord.
MINIMUM RENT: $2.00+-per square foot of Tenant Area for 12 months of the
term as listed below:
June 1, 2003 to May 31, 2004 $2466 per month plus $40 per month parking
June 1, 2004 to May 31, 2005 $2540 per month plus $40 per month parking
June 1 2005 to March 31, 2006 $2615 per month plus $50 per month parking
IMPROVEMENT ALLOWANCE: Landlord will provide no improvement allowance.
The suites are to be leased in "AS IS CONDITION".
SECURITY DEPOSIT: $ none
EXPENSE STOP: None
PERMITTED USE: General Office / Administrative / and work of related
purposes.
GENERAL TERMS AND CONDITIONS
DESCRIPTION OF BUILDING AND LEASED PREMISES.
1. LEASED PREMISES. Landlord leases to Tenant, and Tenant leases
from Landlord,
the Leased Premises upon the terms and conditions set forth in
this Agreement, the Leased Premises.
2. SQUARE FOOTAGE. Tenant confirms that it has had ample
opportunity to inspect the Leased Premises and Project and to
confirm the Total Rentable Area and Tenant Area. Tenant
acknowledges that there are several different methods to
calculate the square footage, and Tenant has approved the
method used to calculate the Total Rentable Area and Tenant
Area specified in this Lease.
2. TERM AND POSSESSION.
1. TERM. This Lease is binding upon Landlord and Tenant as of the
Lease Date, but the Term of this Lease will commence on the
Commencement Date.
2. POSSESSION. If Landlord is unable to deliver possession of the
Leased Premises ready for occupancy at the Outside Delivery
Date, Landlord will not be liable for any damage, Tenant
waives any claims or causes of action against Landlord
relating to the delay, and this Lease will become voidable at
the option of Landlord. If Landlord is unable to deliver
possession of the Leased Premises ready for occupancy at the
Outside Delivery Date, no Rent will be payable by Tenant to
Landlord for any pro rata portion of the Lease Term prior to
actual delivery to Tenant of possession of the Leased Premises
ready for occupancy. If the Leased Premises are not ready for
occupancy within 60-days after the Outside Delivery Date,
Tenant will have the right to terminate and cancel this Lease
and all obligations of Landlord and Tenant under this Lease by
delivery of written notice to Landlord. Tenant shall
peacefully surrender the premises at the end of the lease
term. If Tenant does not surrender premises the rent shall
increase to 200% of the current rental rate.
3. RENT.
1. AGGREGATE RENT. Tenant will pay to Landlord, the aggregate of
the Minimum Rent, Parking Charges, Rental Adjustments, and
Additional Rent, plus any taxes levied on rents (collectively,
the "Rent"), in advance, on the Commencement Date and
thereafter on the first day of each calendar month during the
Lease Term. All payments of Rent will be paid by Tenant,
without prior notice or demand or deduction or offset, to
Landlord at the address set forth on this Lease or at any
other place that Landlord may from time to time designate in
writing. If Landlord has not received payment of the monthly
installment of Rent within five days after the 1st day of each
month with or without delivery of written notice by Landlord
to Tenant, Tenant will pay, as Additional Rent, a late charge
equal to ten percent of the unpaid amount. Any payment of Rent
that is not paid in a timely fashion and considered dilequent
after the date due will bear interest at the rate of 12%.
2. PARKING CHARGES. Tenant will pay to Landlord the Parking
Charges set forth in Exhibit C.
3. RENTAL ADJUSTMENTS.
1. DEFINITIONS. For purposes of calculating the Rental
Adjustments, the following terms will have the meanings
ascribed below.
2. "OPERATING COSTS" means all costs and expenses that
are associated
with the ownership, operation, and
maintenance of the Project (excluding
depreciation and all amounts paid on loans)
including, by way of illustration but not by
way of limitation, the cost and expense of:
real and personal property taxes and
assessments, whether assessed against the
Project, Landlord, or assessed against
Tenant and collected by Landlord; utilities;
supplies; Landlord's insurance premiums;
deductible amounts on any insurance claims
under Landlord's insurance; all costs and
expenses of repairs, maintenance,
replacements, and renovations, or additions
required by any governmental entity having
jurisdiction over the Project or Landlord,
and including the amount of amortization on
those items that Landlord chooses to
capitalize; management fees; and all other
costs that can properly be considered
expenses of operating or maintaining the
Project. Operating costs will not include
leasing commissions for any new lease and
will not include the costs and expenses
associated with the construction and
installation of the Building Standard Work
for tenants that may enter into leases for
unleased portions of the Building after the
Commencement Date of the Lease. For purposes
of this Paragraph 3.3(a)(ii) only, the word
"replacements" will not include the cost and
expense of correcting initial construction
defects in the foundation, bearing walls,
exterior walls, subflooring, and roofs of
the Building and will not include the costs
and expenses for replacements to the
foundations, bearing walls, exterior walls,
subflooring, and roofs of the Building
unless the replacements are occasioned by
the reckless or intentional acts or
omissions of Tenant or any other person who
may be in or upon the Project with the
consent (implied or otherwise) of Tenant.
3. "OPERATIONAL YEAR" means all or any portion
of any calendar year during which this Lease
is in effect.
4. "EXCESS COST" means the amount by which the
Operating Costs for any Operational Year
exceed the Expense Stop.
5. "RENTAL ADJUSTMENTS" means an amount equal
to the product obtained by multiplying the
Tenant Area by the quotient derived by
dividing the Excess Cost by the Total
Rentable Area.
6. "BASE YEAR" means "2000"
4. PAYMENT OF RENTAL ADJUSTMENTS. Prior to the
commencement of each full or partial Operational Year
during the Term of this Lease, Landlord will deliver
to Tenant a written estimate in reasonable detail of
Operating Costs and Tenant's estimated Rental
Adjustment for the year. Thereafter, with each
payment of Minimum Rent, each month Tenant will pay
1/12 of the estimated Rental Adjustment. As soon as
practicable after the end of each Operational Year,
Landlord will submit to Tenant a written statement
showing the actual Operating Costs for that
Operational Year, Tenant's share of actual Operating
Costs, Tenant's actual Rental Adjustments, and the
difference between Tenant's actual Rental Adjustments
and the amount of estimated Rental
Adjustments paid by Tenant. If the Tenant's actual
Rental Adjustments exceeds the amount of Rental
Adjustments paid by Tenant for that Operational Year,
Tenant will pay to Landlord within 30 days of receipt
of the written statement, the full amount of the
excess. If the Tenant's actual Rental Adjustments is
less than the amount of estimated Rental Adjustments
paid for that Operational Year, the amount will be
credited against the next monthly Rent payment(s) due
Landlord from Tenant. If this Lease commences or
terminates on a day other than the first day of an
Operational Year, Tenant will be charged only for
Rental Adjustments for the portion of the Operational
Year that falls within the Lease Term.
5. Additional Rent. Without limiting any of Tenant's
covenants or agreements contained in this Lease and
without limiting Tenant's obligation to pay any other
component of the Rent, Tenant agrees that it will pay
to Landlord, as "ADDITIONAL RENT," all additional
amounts designated in this Lease, whether or not
described as Rent.
4. LEASED PREMISE' USE
1. USE. Tenant will use the Leased Premises only for the
Permitted Use and not otherwise. No use will be made
of the Leased Premises, and no act will be done in or
about the Leased Premises, that is illegal, unlawful,
or that will increase the existing rate of insurance
upon the Leased Premises, the Building or the
Project. Tenant will not commit or allow any public
or private nuisance or other act or thing that
disturbs the quiet enjoyment of any other tenant in
the Building, nor will Tenant, without the prior
written consent of Landlord, use any apparatus,
machinery or device in or about the Leased Premises
that will cause any substantial noise or vibration.
If any of Tenant's office machines or other equipment
disturbs the quiet enjoyment of any other tenant in
the Building, Tenant will take the action as may be
necessary to immediately eliminate the disturbance.
2. FLOOR LOAD. Tenant will not bring upon the Leased
Premises any item with weight sufficient to
potentially cause damage to, or that may jeopardize
the structure of, the Leased Premises or the
Building.
5. SERVICES PROVIDED BY LANDLORD. Landlord will maintain the
public and common areas of the Building and the Project, such
as lobbies, stairs, elevators, landscaping, corridors, parking
lots and public restrooms, in good order and condition except
for damage occasioned by the act or negligence of Tenant.
Landlord will furnish the water for common areas and with
electricity for lighting and the operation of the elevator. It
will be the responsibility of Tenant to maintain the leased
premises. Landlord will not be liable for damages, nor will
Tenant's obligation to pay Rent be abated, for Landlord's
failure to furnish or for delay in the furnishing any of the
foregoing services, if the failure or delay is caused by
accident or conditions beyond the reasonable control of
Landlord. The temporary failure to furnish any of the services
will not be construed as an eviction of Tenant and will not
relieve Tenant from the duty of observing and performing any
of the provisions of this Lease so long as Landlord proceeds
with reasonable diligence to correct any the failure.
6. REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of
the Leased Premises that the Leased Premises are then in a
tenantable and good condition, that Tenant will take good care
of the Leased Premises, and the Leased Premises will not be
altered or changed without the prior written consent of
Landlord. Tenant waives any right to make repairs at
Landlord's expense. Tenant will not make changes to locks or
doors or add, disturb, or in any way change any plumbing,
ducting, or wiring without first obtaining the written consent
of Landlord. All damage or injury done to the Project by
Tenant or by any persons who may be in or upon the Project
with the consent of Tenant will be paid for by Tenant, and
Tenant will pay for all damage to the Project caused by
Tenant's misuse; however, Tenant will pay for structural
damage to the Project only if occasioned by negligent,
reckless, or intentional acts or omissions of Tenant or any
other person who may be in or upon the Project with the
consent (implied or otherwise) of Tenant. All repairs to the
Leased Premises necessary to maintain the Leased Premises in a
tenantable and good condition will be done by or under the
direction of Landlord at Tenant's expense (payable to Landlord
immediately upon demand) except as otherwise specifically
provided in this Lease. Tenant will pay for the replacement of
doors or windows of the Leased Premises that are cracked or
broken by Tenant, its employees, agents or invites, and Tenant
will not put any curtains, draperies or other hangings on or
beside the windows in the Leased Premises without first
obtaining Landlord's written consent. Landlord may make any
alterations or improvements that Landlord may deem necessary
for the preservation, safety, or improvement of the Project.
All alterations, additions, and improvements, except fixtures
installed by Tenant and that are removable without damage to
the Building, will become or remain, as applicable, the
property of Landlord.
7. ENTRY INTO PREMISES. Tenant will permit Landlord and its
agents to enter into and upon the Leased Premises at all
reasonable times for the purpose of inspecting the Leased
Premises or for the purpose of cleaning, repairing, altering,
or improving the Leased Premises or Building, and when
necessary for the purpose, Landlord may close entrances,
doors, corridors, elevators, or other facilities without
liability to Tenant by reason of the closure and without the
action by Landlord being deemed an eviction of Tenant or to
relieve Tenant from the duty of observing and performing any
and all of Tenant's obligations of this Lease, so long as
Landlord proceeds with reasonable diligence to make the
alterations and repairs. Landlord and its agents may enter the
Leased Premises for the purpose of showing the Leased Premises
to prospective tenants for a period of 180 days prior to the
expiration of the Lease Term, and may enter at any reasonable
time to show the Leased Premises to prospective purchasers or
lenders.
8. DAMAGE OR DESTRUCTION. If any part of the Project is damaged
by fire or other casualty that is fully covered by Landlord's
insurance and that is without the fault of Tenant, the damage
will be repaired by Landlord, so long as the repairs can be
made within 60 days after the occurrence of the damage. Until
the repairs are completed, the Rent will be abated in
proportion to the part of the Leased Premises that is unusable
by Tenant in the conduct of its business as the result of the
casualty. If the repairs cannot be made within 60 days,
Landlord may, at Landlord's election, make them
within a reasonable time using due diligence, and, if Landlord
elects to make the repairs, this Lease will continue in effect
and the Rent will be abated in the manner provided above.
Landlord's election to make repairs that cannot be made within
60 days after the occurrence of the damage must be evidenced
by written notice to Tenant within 30 days after the
occurrence of the damage. If Landlord does not so elect to
make the repairs, then either party may, by written notice to
the other, given within 30 days after the end of Landlord's
30-day election period described above, terminate this Lease.
9. ADVERTISING AND SIGNAGE. Tenant will not post, place, or in
any manner display any sign, inscription, notice, picture,
placard or poster, or any advertising material whatsoever
anywhere in or about the Project at places visible from
anywhere outside the Leased Premises without first obtaining
Landlord's written consent. Tenant, however, will be
specifically entitled to: (i) a reasonable amount of space for
its name on the door as signage for the leased premises; and
(ii) a reasonable amount of space on any building directory
that may be located on the Project.
10. HOLD HARMLESS. Tenant will defend, indemnify, and hold
harmless Landlord on demand for, from, and against any and all
liability, damages, costs, or expenses, including attorney's
fees, arising from any act, omission, or negligence of Tenant,
or the officers, contractors, licensees, agents, servants,
employees, guests, invitees, or visitors of Tenant in or about
the Project, or arising from any accident, injury or damage to
any person or property occurring in or about the Project.
11. INSURANCE. During the term of the Lease, Tenant will maintain
liability insurance, fire insurance with extended coverage,
and water damage insurance in amounts sufficient to fully
cover Tenant's improvements and all property in the Leased
Premises that is not owned by Landlord, and liability
insurance against claims of death, personal injury, and
property damage in or about the Leased Premises, in amounts
that are acceptable to Landlord. Policies for the insurance
will waive any right of subrogation against Landlord, will
show Landlord as an additional insured and will not be
cancelable with less than 30 days notice to Landlord. Prior to
taking possession of the Leased Premises and, thereafter,
within 30 days prior to the expiration or cancellation of any
previously delivered policy, Tenant will deliver to Landlord
evidence satisfactory to Landlord that the insurance is fully
paid for the immediately succeeding one year period.
12. LIENS AND BANKRUPTCY. Tenant will keep the Project and Leased
Premises free from any liens or encumbrances arising out of
any work performed by or on behalf of Tenant or otherwise
relating to any act of Tenant. If Tenant is adjudged bankrupt,
or insolvent, or makes any assignment for the benefit of
creditors, or if the business conducted on the Leased Premises
passes into the hands of any receiver, court, trustee, or
officer, or if the Term of this Lease is attached or taken on
execution, this will constitute an event of default under the
Lease, and Landlord may, at its option, exercisable in its
sole discretion by written notice to Tenant, terminate this
Lease and recover possession of the Leased Premises from any
and all parties.
13. DEFAULT BY TENANT. Upon breach or default of this Lease by
Tenant, Landlord may pursue any and all rights, at law or
equity, against Tenant. Except when Landlord feels reasonably
and justifiably insecure as to the solvency of the Tenant or
its ability to
perform its obligations under the Lease, Tenant will have 20
days after receipt of written notice from Landlord within
which to completely cure any non-monetary default; however, if
the non-monetary default is not completely cured within 20
days and Tenant demonstrates to Landlord that Tenant is using
(and will continue to use) its best efforts to completely cure
the non-monetary default, Tenant will have the additional time
to cure as Landlord deems reasonably appropriate under the
circumstances. In no event, however, will the time period
within which Tenant must completely cure any non-monetary
default extend to a period of time greater than 90 days.
Without limiting the foregoing, at expiration of the term of
this Lease or if default is made in the payment of Rent or in
the performance of any agreements of Tenant contained in this
Lease, Landlord, or its agent, will have the right to enter
and take possession of the Leased Premises. In the case of
re-entry by Landlord, and Tenant agrees to deliver the Leased
Premises without process of law, Tenant's rights to occupy or
control the Leased Premises will immediately cease, and this
Lease, at the option of Landlord, will terminate. If any
default or breach by Tenant occurs, the obligations of Tenant
under this Lease, including Tenant's obligation to pay Rent,
will not cease, and Tenant will be liable for any loss or
damage to Landlord for failure to comply with this Lease. If
Landlord retakes possession of the Leased Premises, Landlord
may remove and store all personal property of Tenant in any
place selected by Landlord at the expense and risk of Tenant.
Landlord may sell any or all of the property at public or
private sale as provided by law and will apply the proceeds of
the sale first to the cost of the sale, second to the payment
of charges for storage, if any, third to the payment of other
sums that may be due from Tenant to Landlord under the terms
of this Lease, and fourth the balance, if any, to Tenant.
Tenant waives all claims for damages that may be caused by
Landlord's re-entering and taking possession of the Leased
Premises, removing, storing, and/or selling the property of
Tenant. No re-entry of Landlord will be considered or
construed to be a forcible entry.
14. COSTS AND ATTORNEYS' FEES. If either party employs legal
counsel to enforce any term of this Lease, the other party
will pay to the prevailing party, immediately upon demand, the
prevailing party's costs, expenses, and attorney's fees.
15. NO-WAIVER. Waiver by Landlord of any breach of Tenant of any
term, covenant, or condition of this Lease will not be deemed
to be a waiver of the term, covenant, or condition or a waiver
of any subsequent breach of the term, covenant, or condition.
The acceptance of Rent by Landlord will not be deemed to be a
waiver of any existing breach by Tenant of any term, covenant,
or condition of this Lease, regardless of Landlord's knowledge
of the existing breach at the time of acceptance of the Rent.
16. ASSIGNMENT AND SUBLETTING. Tenant will not assign this Lease
or sublet all or any part of the Leased Premises without
Landlord's prior written consent. Any attempt to do otherwise
will be void and of no effect. No assignment or subletting
will relieve Tenant of Tenant's liability under this Lease. If
Tenant desires to assign this Lease or sublet all or any part
of the Leased Premises and Tenant has notified Landlord of
this desire, Landlord will not unreasonably withhold its
consent to a change or modification of the "use" clause
contained in Paragraph 4.1 so long as the proposed change or
modification is not incompatible with existing uses and is not
prohibited by the terms
of any existing lease or related agreement.
17. Successors. Subject to the restrictions set forth in Paragraph 16, all
of the covenants, agreements, terms, and conditions contained in this
Lease will apply to and be binding upon Landlord and Tenant and their
respective heirs, executors, administrators, successors, and assigns.
18. Subordination. At the lender's election, this Lease will automatically
be subordinate to any mortgage or deed of trust placed upon the Project
by Landlord, to any and all advances made or to be made under the
mortgage or deed of trust, and to all renewals, replacements and
extensions of the mortgage or deed of trust. Within 15 days of
presentation, Tenant will execute, acknowledge and deliver to Landlord
any subordination, attornment, or non-disturbance agreement or other
instrument that Landlord or Landlord's lenders, may require.
19. Sale By Landlord. A sale or conveyance of all or any part of the
Project or Leased Premises will operate to release Landlord from
liability for events occurring subsequent to the sale or conveyance and
any express or implied covenants or conditions contained in this Lease,
Tenant will look solely to Landlord's successor in interest in and to
this Lease. This Lease will not be affected by any subsequent sale or
conveyance, and Tenant will attorn to the successor in interest. If
Tenant has made a Security Deposit, Landlord may transfer the Security
Deposit to its successor in interest, and Landlord will be discharged
from further liability.
20. Estoppel Certificate. Within 10 business days after delivery of
Landlord's written request, Tenant will execute, acknowledge and
deliver to Landlord a written statement on a form provided by Landlord:
(i)_certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of the modification and
certifying that this Lease, as so modified, is in full force and
effect) and the day to which Rent and other charges are paid in
advance, if any; (ii)_affirmatively representing that there are not any
uncured defaults by Landlord or Tenant (or specifying the defaults if
they are claimed); and (iii)_providing any other information reasonably
requested by Landlord. Tenant's written statement may be relied on by a
prospective purchaser or encumbrancer of all or any portion of the
Project. Tenant's failure to deliver a written statement within the
time will be conclusive against Tenant that: (i)_this Lease is in full
force and effect, without modification except as may be represented by
Landlord; (ii)_there are no uncured defaults in Landlord's performance
or Tenant's performance, and (iii)_not more than one month's Rent has
been paid in advance. The failure of Tenant to deliver the written
statement to Landlord within the time will constitute a default by
Tenant under this Lease, whereupon Landlord may elect to enforce any
and all rights and remedies provided to Landlord in this Lease.
21. Condemnation. If all of the Leased Premises, are taken by condemnation
or eminent domain proceeding, this Lease will automatically terminate
as of the date of the final condemnation, or as of the date possession
is taken by the condemning authority, whichever is earlier. Current
Rent will be apportioned as of the date of the termination. If part of
the Leased Premises or a portion of the Project not required for the
use of Leased Premises is taken by condemnation or eminent domain, this
Lease will continue in full force and effect, and if the rentable area
of the Leased Premises is
reduced, the Rent will be reduced in proportion to the reduction in the
area of the Leased Premises, the Rent reduction to be effective on the
date of the partial taking. No award for any partial or entire taking
will be apportioned, and Tenant assigns to Landlord any award that may
be made in the taking or condemnation; however, nothing in this Lease
will be deemed to give Landlord any award made to Tenant for the taking
of personal property belonging to Tenant, for the interruption of or
damage to Tenant's business or for Tenant's moving expenses. Without
limiting the foregoing, if more than 25% of the Tenant Area is taken by
virtue of any condemnation or eminent domain proceeding, Tenant, upon
10 days written notice to Landlord, will have the right to terminate
this Lease.
22. Rules and Regulations. Tenant, its employees, agents, clients,
customers, invitees and guests will comply with any rules and
regulations adopted by Landlord. Any violation of the rules and
regulations will constitutes a breach and default of this Lease.
23. Notices. To be effective, all notices under this Lease will be in
writing and delivered in person or sent by hand delivery, telecopy,
certified mail, or overnight delivery to Landlord and Tenant at the
addresses designated on the cover page of this Lease, or to any other
place as may be designated by either party in writing. Notices will be
effective upon delivery if personally delivered or sent by telecopy, or
overnight delivery within two days after deposit in the United States
mail certified mail, return receipt requested, postage prepaid,
properly addressed.
24. Governing Law. This Lease will be construed and governed by the Laws of
the State of Nevada.
25. Time of Essence. Time is of the essence of this Lease.
26. Landlord's Approval. Wherever the terms of this Lease require or allow
Landlord's consent, approval, or satisfaction be given or obtained, the
consent, approval, or satisfaction will be given or withheld in
Landlord's sole and absolute discretion, except as otherwise specified
in this Lease.
27. Security Deposit. Concurrently with its execution of this Lease, Tenant
will deliver to Landlord the Security Deposit for the performance by
Tenant of every covenant and condition of this Lease. The deposit may
be commingled with other funds of Landlord and will bear no interest.
If Tenant defaults with respect to any covenant or condition of this
Lease, including but not limited to the payment of Rent or any other
charges, Landlord, at Landlord's option, may apply the whole or any
part of the security deposit to the payment of any sum in default or
any other sum that Landlord may be required to spend by reason of
Tenant's default. If Landlord elects to apply the whole or any part of
Tenant's security deposit to the payment of any sum, Landlord may do so
without waiver of any Tenant default, and Landlord may demand that
Tenant deliver a sum equal to the amount so applied by Landlord.
Tenant's failure to deliver the sum to replenish Tenant's security
deposit within ten (10) days following delivery of written demand by
Landlord will constitute an additional default by Tenant under this
Lease. If Tenant complies with all of the covenants and conditions of
this Lease, the security deposit or any balance thereof remaining will
be returned to Tenant within 14 days of
the expiration of the term hereof.
28. Authority. Tenant warrants and represents that Tenant is fully capable
of performing the terms of this Lease, that Tenant has full and
requisite power and authority to execute, deliver, and perform this
Lease in accordance with their respective terms, and that this
execution of the Lease and other documents and instruments, will not
act or to cause a violation or breach of any court order, judgment, or
agreement to which Tenant is a party.
29. Entire Agreement. This Lease and all exhibits embody the entire
Agreement between the Landlord and Tenant and any prior oral or written
understanding and/or representation not specifically enumerated in this
Lease is deemed ineffective and of no force or effect. This Lease may
be amended only by written instrument executed by both Landlord and
Tenant.
Landlord and Tenant have executed this Lease on the Lease Date.
LANDLORD
0000 Xx Xxxxxx Xxx Xxxxx, XX LLC
By:__________________________
Xxxxxxx J: Piedemonte
MANAGING OWNER TENANT X. Xxxxxxx
BY:
_____________________________
EXHIBIT "A"
OFFICE LEASE AGREEMENT
(general depiction of Leased Premises)
EXHIBIT "B"
TO
OFFICE LEASE AGREEMENT
()
EXHIBIT "C"
TO
OFFICE LEASE AGREEMENT
(PARKING CHARGES)
So long as Tenant is not in default under this Agreement, Tenant,
during the Lease Term, will be entitled to the use, at no additional charge,
five uncovered parking spaces. The tenant will lease two covered parking space
designated as space #___1. Tenant acknowledges that parking rental per covered
stall is initially $40.00 per month payable in advance along with the monthly
space rent.
CHARGES FOR THE FIRST (12) MONTHS
1 covered parking space x $40.00 per space = $480 per year.
SUMMARY OF ANNUAL PARKING CHARGES:
1st Year $480.00
2nd Year $480.00
3rd Year $600.00
remaining months @ $50 per month
AGREED: /s/ X. XXXXXXX
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X. XXXXXXX
0000 Xx Xxxxxx, Xxx Xxxxx, XX LLC
Agreed:
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By, Xxxxxxx X. Xxxxxxxxxx
EXHIBIT "D"
LEGAL DESCRIPTION
That portion of the Southeast Quarter (SE 1/4) of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx,
Xxxxx 00 Xxxx, X. D. B & M, more particulary described as follows:
Lot 3-1 as shown on that certain parcel map on file in the Office of the Xxxxx
County Recorder, in file 85 of Parcel Maps, Page 44. Suite 200.
EXHIBIT "E"
RULES AND REGULATIONS
1. The sidewalks, halls, passages, exits and entrances of the building
will not be obstructed by any of the Tenants or used by them for any
purpose other than for ingress and egress from their respective
premises. The halls, passages, exits and entrances are not for the
general public and Landlord shall in all cases retain the right to
control and prevent access thereto of all persons whose presence in the
judgment of Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its Tenants, provided that
nothing herein contained shall be construed to prevent such access to
persons with whom any Tenant normally deals in the ordinary course of
its business, unless such persons are engaged in illegal activities. No
Tenant and no employee or invitee of any Tenant shall go upon the roof
of the Building.
2. No sign, placard, picture name, advertisement or notice visible from
the exterior of any Tenant's premises shall be inscribed, painted,
affixed or otherwise displayed by any Tenant on any part of the
Building without prior written consent of Landlord. Landlord will adopt
and furnish to Tenant general guidelines, but may request approval of
Landlord for modifications, which approval will not be unreasonably
withheld. All approved signs or lettering on doors shall be printed,
painted, affixed or inscribed at the expense of the Tenant by a person
approved by the Landlord, which approval will not be unreasonably
withheld. Material visible from outside the Building will not be
permitted.
3. The premises shall not be used for lodging or the storage of
merchandise held for sale to the public, unless ancillary to a
restaurant or other food service use specifically authorized in the
lease of a particular Tenant, no cooking shall be done or permitted by
any Tenant on the premises, except that preparation of coffee, tea, hot
chocolate and similar items for Tenants and their employees shall be
permitted.
4. No Tenant shall use or keep in the premises or the Building any
kerosene, gasoline or flammable or combustible fluid or material or use
any method of heating or air conditioning other than that supplied by
Landlord. No Tenant shall use, keep or permit to be used or kept any
foreign or noxious gas or substance in the premises, or permit or
suffer the other occupants of the Building by reason of noise,
odors, or vibrations or interfere in any way with other Tenants or
those having business therein.
5. In the case of invasion, mob, riot, public, excitement, or other
circumstances rendering such action advisable in Landlord's opinion,
Landlord reserves the right to prevent access to the Building during.
the continuance of the same by such an action as Landlord may deem
appropriate, including closing entrances to the Building.
6. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be
thrown therein. The expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be done by the Tenant
who, or whose employees or invites, shall have caused it.
7. Except with prior consent of Landlord, no Tenant shall sell, or permit
the sale in the premises or use or permit the use of any common area
for the sale of newspapers, magazines, periodicals, theater tickets or
any other good merchandise or service. Tenant shall not carry on, or
permit or allow any employee or other persons to carry on the business
of stenography, typewriting, or any similar business from the premises
for the service of accommodation of occupants of any other portion of
the Building, nor shall the premises of any Tenant be used for
manufacturing of any kind, or any business or activity other than that
specifically provided for in such Tenant's lease.
8. Tenant shall not use any advertising media which may be heard outside
of the premises and Tenant shall not place or permit the placement of
any radio or television, or other communications antenna, loudspeaker,
sound amplifier, phonograph, searchlight, flashing light or other
device of any nature on the roof or outside of the boundaries of the
premises (except for Tenant's approved identification sign or signs) or
at any place where the same may be seen or heard outside of the
premises.
9. All loading and unloading of merchandise, supplies, materials, garbage
and refuse shall be made only through such entryways and at such times
as Landlord shall designate. In its use of the loading areas the Tenant
shall not obstruct or permit the obstruction of said loading area and
at no time shall park or allow its officers, agents or employees to
park vehicles therein except for loading and unloading.
10. Landlord shall have the right, exercisable without notice and without
liability to any Tenant to change the name and street address of the
Building.
11. The person employed to move equipment in or out of the Building must be
acceptable to Landlord. Landlord shall have the right to prescribe the
weight, size and position of all equipment, materials, furniture or
other property brought into the Building. Heavy objects shall, if
considered necessary by Landlord, stand on wood strips of such
thickness as is necessary to properly distribute the weight. Landlord
will not be responsible for loss or damage to any such property from
any cause, and all damage done to the Building by moving or maintaining
such property shall be repaired at the expense of Tenant.
12. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or placed
in, or used in connection with any window of the Building without prior
written consent of Landlord. In any event, with the prior written
consent of Landlord, such items
shall be installed on the office side of Landlord's standard window
covering and shall in no way be visible from the exterior of the
Building.
13. No Tenant shall obtain for use in the premises, ice, drinking water,
food beverage, towel or other similar services, except at such
reasonable regulations as may be fixed by Landlord.
14. Each Tenant shall see that the doors of its premises are closed and
locked and that all water faucers, water apparatus and utilities are
shut off before Tenant or Tenant's employees leave the premises, so as
to prevent waste or damage, and for any default or carelessness in
this regard Tenant shall make good all injuries sustained by other
tenants or occupants of the Building or Landlord.
15. No Tenant shall use any portion of the common area for any purpose when
the premises of such Tenant are not open for business or conducting
work in preparation therefore.
16. The requirements of the Tenants will be attended to only upon
application by telephone or in person at the office of the Building
Employees of Landlord shall not perform any work or do anything outside
of their regular duties unless under special instruction from Landlord.
17. Landlord may waive any one or more of these Rules and Regulations from
the benefit of any particular Tenant or Tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations
in favor of any other Tenant or Tenants, nor prevent Landlord from
thereafter enforcing any such Rules and Regulations against any or all
of the Tenant of the Building.
18. These Rules and Regulations are in addition to and shall not be
construed to in any way modify, alter or amend, in whole or in part,
the terms, covenants, agreements and conditions of any Lease of
premises in the Building.
19. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Building, and for the preservation
of good order therein.
20. THIS IS A NON SMOKING FACILITY.
21. NO ANIMAL (S) of any kind will be allowed on or in the office building,
parking lot or any common areas. NO PETS of any kind are allowed on or
in the office building, parking lot or any of the common areas. NO
SECURITY ANIMALS of any kind will allowed on or in the office building,
parking lot or any of the common areas. THE ONLY EXCEPTION WILL BE
THOSE INDIVIDUALS WHO REQUIRE THE ASSISTANCE OF AN ANIMAL QUALIFIED
UNDER A STATE OR FEDERAL REGULATION SUCH AS THE "AMERICANS WITH
DISABILITIES ACT."
EXHIBIT "F"
GUARANTY OF LEASE
GUARANTOR Xxxxxxx Xxxxxxx
DESCRIPTION OF LEASE: General Office Lease
DATE: August 1, 2002
LANDLORD: 0000 Xx Xxxxxx, Xxx Xxxxx, XX LLC
TENANT: Vestin Group
PREMISES: Del Mar Building- Suite(s) 200
(Approx. 1250 Sq Ft. gross)
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the undersigned ("Guarantor")
hereby unconditionally and irrevocably guarantees
Tenant's full and faithful performance of each and
every term, covenant and condition of the above
referenced lease (the "Lease"), including, but not
limited to, the payment of all rent (and other sums
to be paid to Landlord by Tenant) at the time and in
the manner required by the Lease. No amendment,
modification, extension, release, waiver or comprise
of the Lease, or of any term, covenant or condition
thereof, or of any party thereto, shall affect,
terminate or impair this Guaranty, and this Guaranty
shall remain in full force and effect notwithstanding
any such event. The undersigned hereby agrees to
indemnify Landlord against, and to hold Landlord
free, clear and harmless from, any and all liability,
loss, costs, charges, penalties, obligations,
expenses, attorneys' fees, litigation,
judgements, damages, claims and demands of any kind
whatsoever in connection with arising out of or by
reason of the assertion by Tenant of any defense to
its obligations under the Lease or the assertion by
Guarantor of any defense to its obligations
hereunder. Guarantor waives any right or claim of
right to cause a marshaling of Tenant's assets or to
require Landlord to proceed against Guarantor or
Tenant or any security for the Lease or this Guaranty
in any particular order and Guarantor agrees that any
payments or performance required to be made hereunder
shall become due upon demand in accordance with the
terms hereof immediately upon the happening of a
default under the Lease, whether or not Guarantor has
been given notice of such default, and Guarantor
hereby expressly waives and relinquishes all rights
and remedies accorded by applicable law to
guarantors, including, but not limited to, notice of
default, any failure to pursue Tenant or its
property, any defense arising by reason of any
defense of Tenant or by reason of the cessation of
the liability of Tenant of any defense by reason of
the assertion by Landlord against Tenant of any of
the rights or remedies reserved to Landlord pursuant
to the provisions of the said Lease, or by reason of
Summary or other proceedings against Tenant.
No delay on Landlord's part in exercising (or giving notice of) any right, power
or privilege under this Guaranty, the Lease or any
other document executed in connection therewith,
shall operate as a waiver of any such privilege,
power or right.
Guarantor agrees that any judgement rendered against Tenant for monies or
performance due Landlord shall in every and all
respects bind and be conclusive against Guarantor to
the same extent as if Guarantor had appeared in any
such proceeding and judgement therein had been
rendered against Guarantor. Guarantor subordinates to
Tenant's obligations to Landlord all indebtedness of
Tenant to Guarantor, whether now existing or
hereafter contracted, whether direct or indirect,
contingent or determined.
The terms, covenants and conditions contained in this Guaranty shall inure to
the benefit of, and be binding upon, the successors
and assigns of Landlord and Guarantor, respectively.
If any term, covenant or condition of the Guaranty, or any application thereof,
should be held by a court of competent jurisdiction
to be invalid, void or unenforceable, all terms,
covenants and conditions of this Guaranty, and all
applications thereof, not held invalid, void or
unenforceable shall continue in full force and effect
and shall in no way be affected, impaired or
invalidated thereby.
This Guaranty may not be modified, amended, terminated or changed except in a
written document duly executed by Landlord and
Guarantor.
In this Guaranty, whenever the context so requires, the masculine gender
includes the feminine and/or neuter, and the singular
number includes the plural.
This Guaranty shall be construed in accordance with its intent and without
regard to any presumption or other rule requires construction against the party
causing the same to be drafted.
The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Guaranty.
Should Guarantor consist of more than one person or entity, then, in such event,
all such persons and entities shall be jointly and severally liable as Guarantor
hereunder.
DATED this 23 day of June 2003
/s/ X. Xxxxxxx
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Guarantor,
