OFFICE LEASE AND GENERAL SERVICE AGREEMENT
SUMMARY AND DEFINITIONS OF TERMS
Center Address ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Center")
Center Own Mission Valley Business Center, LLC ("Company")
Client Name Majestic Motor Car Company, Ltd. ("Client")
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Client Address ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Encinitas, CA 92024
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Contact Person ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Client Telephone (H) (W) ▇▇▇-▇▇▇-▇▇▇▇
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Lease/GSA Commencement Date/Term 12-31, 1997 through 6-30, 1998 ("Term")
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Office Number(s) 61, 63, 64 ("Premises")
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MONTHLY FIXED CHARGES:
Lease Rental $ 1,575.00 (See Addendum A attached)
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GSA Rental (see page 2) $ 795.00
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ONE-TIME CHARGES:
Lease/GSA Deposit (required) $ 2,320.00
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Telephone Use Deposit (required) $ 400.00
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Telephone Installation $ 250.00
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Set Up $ 100.00
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Other $
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First Months Rebate $ (275.00) per month rebate
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TOTAL OPENING CHARGES: $ 5,390.00
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DEFINITION OF TERMS:
Lease: That certain Lease Agreement between Company and Client attached hereto
as Section "A."
GSA: That certain General Services Agreement between Company and Client
attached hereto as Section "B."
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CENTER: MISSION VALLEY BUSINESS CENTER, LLC
GSA SCHEDULE
CLIENT NAME: Majestic Motors OFFICE NO(S): 61, 63, 64
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DESCRIPTION/ALLOWANCE MONTHLY
FIXED CHARGE
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TELEPHONE (3) Telephone(s) $ 225.00
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SERVICE Live Answering
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Voicemail Messages
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CONFERENCE ROOM/ Includes 12 hours per month allowance $ N/C
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PRIVATE OFFICE
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FURNITURE $ 540.00
RENTAL at no charge.
At least 2 month will remove after 2 month if requested only
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EXECUTIVE Use of Executive Lounge, beverage service, $ N/C
LOUNGE kitchen facilities
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OTHER 1 Fax/Modem Line (s) $ 30.00
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$
$
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TOTAL MONTHLY FIXED CHARGES ("GSA RENTAL"): $ 795.00
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*Allowance not utilized in any billing cycle may not be carried
forward. Charges for additional services are described in Company's
Price List and are subject to change. Services are subject to change.
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SECTION A - OFFICE LEASE
This Office Lease (the "Lease"); is made by and between Client and Company whose
names appear In the Summary and Definition of Terms (the Summary") attached
hereto and Incorporated herein and states the terms and conditions under which
Company hereby leases to Client, and Client hereby leases from Company, the
Premises described in Summary. All term s defined in the Summary shall have the
same meaning herein.
This Lease shall be subject to the terms; and conditions of the ("General
Provisions"), attached hereto as Section C and incorporated herein.
1. PREMISES. Company leases to Client and Client leases from Company the
Premises designated in the Summary. The Premises includes access to common areas
including restrooms, corridors, reception lobby and client services area at no
charge. Utilities and janitorial services are included in the Lease Rental, with
utilities provided in accordance with building rules and regulations.
2. TERM. Subject to earlier termination as provided for herein, this Lease
shall commence and expire on the dates set forth in the Summary.
3. COMMENCEMENT DATE. Client's obligation to pay Lease Rental shall begin on
the commencement date (the "Commencement Date"). If Company is unable to deliver
possession of the Premises to Client on the Commencement Date, Company will not
be liable for any resulting damage, nor will this Lease be affected, except that
Client will not be obligated to pay Lease Rental until Company delivers
possession. If Client occupies the Premises prior to the Commencement Date, such
occupancy shall be subject to the terms and conditions herein.
4. RENTAL PAYMENTS. Client agrees to pay Company the monthly Lease Rental
stated in the Summary.
5. POSSESSION AND USE. (a) Client shall use the Premises for general
professional office business purposes and for no other purpose, without the
prior written consent of Company. Client shall abide by all rules, laws,
ordinances and regulations, pertaining to the use of the Center which may be
changed from time to time at the discretion of the Company. Client agrees that
no more than two (2) persons shall occupy an office, without the prior written
consent of Company. Client shall not offer or use the Premises to provide
services provided by Company to third parties, nor use or permit any use of the
Premises which is forbidden by law or regulation, may be hazardous or unsafe, or
may impair the character, reputation, appearance or operation of the Center.
Client shall not create a noise level which interferes with or annoys other
clients. Only telephone equipment and telephone service provided by Company will
be used by Client and any ringing devices shall be adjusted to the lowest
reasonable volume. Client supplied coffee makers are prohibited.
(b) Client understands and agrees that occupancy of the Premises and
the Center is subject to, in addition to the Lease, the provisions of the master
lease pursuant to which Company occupies office space in the building
("Building") which includes the Premises. Client will comply with all rules,
regulations, and requirements of Building and with other reasonable rules and
regulations established by Company and the master lessor relating to the
Premises and Client's use thereof. Client shall attorn to the lessor under the
master lease in such cases as may be required by the master lease. In accordance
with the provisions of the Master Lease ("Master Lease"), in the event of a
default by Company thereunder this Lease shall either terminate or shall
continue in full force and effect, at the election of the landlord under the
Master Lease. In the event that the landlord under the Master Lease elects to
continue this Lease, Client shall attorn to such landlord. No provisions of the
master lease impose obligations on Client which are in addition to or
inconsistent with the obligations hereunder.
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(c) In Company's sole and absolute discretion, upon fifteen (15) days prior
Written notice to Client, Company shall have the right to relocate Client to
comparable premises within the Center. Company will incur all reasonable direct
out-of-pocket moving costs associated with such relocation. Client shall not be
entitled to any compensation for any inconvenience or interference with its
business, nor to any abatement or reduction in Lease Rental, nor shall the terms
and conditions of this Lease be otherwise affected as a result of the
relocation. Client's failure to comply with all obligations included In this
paragraph shall constitute a material breach of this Lease.
(d) Client shall neither use nor occupy the Premises in any manner, nor
commit any act, resulting in a cancellation or reduction of any insurance
coverage or Increase in premiums on any insurance policy covering the Premises,
Center, or Building. Client agrees to maintain a general liability Insurance
policy with a minimum coverage of One Million Dollars ($1,000,000.00). Client
also agrees to furnish Company with a Certificate of Insurance naming Company
and the master lessor as additional insureds. Failure to furnish Company with a
Certificate of Insurance within fifteen (15) days of occupancy shall constitute
a material breach of this Lease.
6. IMPROVEMENTS AND ALTERATIONS. Company has made no promise to alter or
improve the Premises and has made no representations concerning the condition
thereof. By taking possession of the Premises, Client acknowledges that the
Premises are in good order and condition and accepts them "AS-IS" in their
present condition. Client shall maintain the Premises in good condition and
repair, will not make any holes in walIs for any reason except hanging pictures,
or cause or permit the Premises and/or the Center to be damaged or defaced in
any manner whatsoever. Client will make no alterations or additions to the
Premises or the Center without Company's prior written consent, which Company
may grant or withhold in its sole discretion. Client will return the Premises at
the end of the Term in the same condition and repair as when Client took
possession. Client shall provide, at Client's expense, a plastic mat(s) to be
placed under each executive chair located within the Premises and will use it
(them) at all times. The cost of repairing any damage done to the Premises and
the Center by Client or any person who may be in or upon the Premises or Center
with the consent of Client shall be paid by Client. Company may make repairs or
replacements for Client's account, and Client will pay Company all costs and
expenses for such repairs and replacements upon demand. Upon termination of this
Lease, whether upon expiration of the Term hereof or sooner, Client agrees to
pay Company Two Hundred Dollars ($200.00) per leased office within the Premises
to cover painting and cleaning costs for each such office.
7. DESTRUCTION OF PREMISES. Should the Premises, Center, or Building be so
damaged by flood, fire, earthquake, explosion, or other cause, that, in the
opinion of Company, it is impractical or inadvisable to restore the same, then
this Lease shall terminate as of the date of such damage, and both Company and
Client shall be released from all obligations hereunder, subsequent to the date
of such damage. If Company elects to restore the Premises or the Center, Company
shall have one hundred eighty (180) days from the date of -destruction to do so,
or such additional time as may be mutually agreed to between the parties herein.
In such event, this Lease shall remain in full force and effect except that the
Lease Rental due hereunder during the period that the Premises are in need of or
are being restored shall be proportionately abated to the extent that the
Premises are untenantable.
8. EMINENT DOMAIN. In the event that all or part of the Premises shall be
taken under the power of eminent domain or sold under threat of such taking,
this Lease shall terminate. The entire award of proceeds from such taking or
sale of land and/or improvements, including severance damages, shall belong to
Company and Client shall be entitled only to the portion of the award
specifically allocated to its personal property which may be taken, and any
relocation allowance actually paid by the condemning authority.
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9. ASSIGNMENT AND SUBLETTING. Only with the prior written consent of Company
may Client assign this Lease or any interest herein or sublet the, Premises or
any portion, thereof or permit any other person to occupy the Premises or any
portion hereof. Such consent will not be unreasonably withheld provided that
such consent may be conditioned upon Client agreeing to pay Company all rent or
other consideration paid by such assignee in excess of the Lease Rental. No
transfer permitted by this paragraph shall release Client, change Client's
primary liability to pay the Lease Rental and to perform all other obligations
of Client hereunder. Consent to assignment or subletting shall not constitute a
waiver of this provision or consent to any further assignments or subletting. No
assignee for the benefit of creditors trustee in bankruptcy or purchaser in any
execution sale shall have any right to possess or occupy the Premises or any
part thereof, or claim of right hereunder. Client agrees to reimburse Company
all reasonable attorney's fees incurred in connection with the processing and
documentation of any requested transfer, assignment, or subletting. The consent
of Company required hereunder shall not be unreasonably withheld; provided,
however, that Company and Client agree that it shall not be unreasonable for
Company to withhold its consent to any proposed assignment subletting or other
transfer for any of the following reasons, which are not exclusive:
(a) The transferee is a party of reasonable financial stability in light
of the responsibilities involved on the date consent is requested;
(b) In the sole judgment of Company, the transferee is not of a character
or engaged in a business which is in keeping with the standards of Company for
the Center;
(c) In the reasonable discretion of Company, the transferee would (i)
materially increase burdens upon the Center, in relation to uses of other
clients then occupying space in the Center, or (ii) cause potential security
problems or additional security concerns for the Center or the Building.
(d) The transferee is an existing client of Company in the Center or a
previous client of Company.
Notwithstanding the foregoing, in the event that the Client under this Lease is
a sole proprietorship, the association of partners shall be deemed to have
resulted in a prohibited transfer under this paragraph 9, unless Company's prior
written consent is obtained, which consent shall not be unreasonably withheld.
Any such attempted or purported transfer, without Company's prior written
consent, shall be void and shall be of no force and effect and shall not confer
any interest or estate in the purported transferee, shall constitute default
under this Lease and permit Company, at its election, to terminate this Lease.
10. SURRENDER OF POSSESSION BY CLIENT. Client hereby agrees, upon termination
of this Lease, to immediately and peaceably yield possession of the Premises.
Any personal property remaining in the Premises upon expiration or termination
shall be deemed abandoned. Company may demand possession of the Premises upon
termination of the Term or any applicable renewal period (the "Possession
Date"). If Client remains in possession of the Premises after the Possession
Date, Client shall become a tenant at will upon the same terms and conditions
contained herein except that the Lease Rental shall equal Two Hundred Percent
(200%) of the Lease Rental which was in effect immediately prior to the
Possession Date. Acceptance by Company of any payments after the Possession Date
shall not constitute consent to a holdover by Client or result in a renewal of
this Lease. In addition, Client shall indemnify and hold harmless Company from
any and all claims, demands, losses or damages incurred by or asserted against
Company due to Client's failure to deliver possession of the Premises on the
Possession Date including, without limitation, any claims by any succeeding
tenant for the Premises based on such delay.
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11. RIGHT OF ENTRY. Company and the master ▇▇▇▇▇▇'s agents and employees may
enter upon the Premises at any reasonable time to inspect the Premises and to
see that the covenents hereof are being maintained and performed, to take action
which may be required or permitted hereunder, to make such repairs, additions or
Improvements as Company may deem necessary or to exhibit the Premises to
prospective tenants or purchasers.
12. SIGNS, AND KEY: Except pursuant to the express written consent of Company,
or as provided pursuant to this Lease, Client shall not place or permit to be
placed any sign, advertisement, notice or other similar matter on any doors,
windows, walls or other areas of the Premises and the Center, which are open to
the view of persons in common areas of the Center or Building. Two (2) keys to
the Premises will be furnished by Company. Additional keys will be furnished at
the rates described in Company's Price List. Client shall not cause or permit
the duplication of any keys to be made, and Client shall not cause or permit any
keys to be possessed by any person other than an authorized agent of Client.
Client agrees to return to Company all keys to the Premises and Building upon
termination of this Lease. Company shall have the right to charge Client Twenty
Dollars ($20.00) for each key (including additional keys furnished to Client as
provided hereunder), which Client does not return to Company within five (5)
days of termination of the Term.
13. EXHIBITS. Any and all exhibits or riders attached to this Lease, including,
but not limited to, the General Provisions attached hereto as Section C are
incorporated herein and made part of this Lease. Without limiting the generality
of the foregoing, it is expressly agreed that this Lease is subject to the terms
and provisions of the General Provisions and Client agrees to abide with the
General Provisions. Breach of any obligation under the General Provisions shall
constitute a material breach of this Lease. This Lease may be executed in one or
more counterparts. In the event of variation or discrepancy, the duplicate
original hereof (including exhibits or riders, if any) held by Company shall
control.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed on the
date set forth below.
Company: MVBC Client:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Please Print) (Please Print)
Date: 12-30-97 Title: CSM Date: 12-29-97 Title: C.E.O.
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SECTLON B - GENERAL SERVICES AGREEMENT
This General ServIces Agreement ("GSA") Is made by and between Client and
Company whose names appear In the Summary attached hereafter as page one (1) and
Incorporated herein and states the terms and conditions under which Company will
provide services and rent furniture and equipment (the "equipment") to Client.
All terms defined In the Summary shall have the same meaning herein.
This GSA shall be subject to the terms and conditions of the General Provisions
attached hereto as Section C and incorporated herein. The GSA Schedule attached
hereto as page two (2) sets forth the services Company shall provide and the
monthly fixed charges Client shall pay Company for such services.
1. TERM. Subject to earlier termination as provided for herein, this GSA
shall commence and expire on the dates set forth in this Summary.
2. SERVICES PROVIDED. Company agrees to provide reception, telephone and other
services and facilities, including conference room allowance at the Center from
8:30 a.m. to 5:00 p.m., Monday through Friday, Company recognized holidays
excepted, at the monthly fixed charges described in the GSA Schedule. Company
agrees to provide services and facilities at the In-House rates described on
Company's Price List. Telephone Service includes:
(a) Telephone instrument rental, including dial tone and telephone number.
(b) Live Answering, which includes a reasonable allowance of answers of
incoming calls, defined as four hundred (400) per month for one office, one
hundred (100) per month for each additional office. Client agrees not to place
advertisements using Center owned telephone numbers that would result in
unreasonable numbers of incoming calls. In the event Client's incoming calls
exceed the allowance defined above, at Company's election, the Client shall be
required to answer their own incoming calls, upon thirty (30) days notice from
Company. Client shall not be entitled to any compensation for any inconvenience
to or interference with its business which results from such conversion. Client
shall be entitled to a reduction of the GSA Rental in the amount of the monthly
charge for Live Answering.
(c) Voice Mail, 24 hours, 7 days per week retrieval from any touchtone
phone.
(d) Client: (I) will be provided with local, long distance, and
international services and moves, adds and changes at Company's published rates;
(ii) understands that it has chosen to use telephone services exclusively
provided by Company, which is acting as a multi-tenant service provider; (iii)
understands that it is not a member of the general public, is not protected by
the Public Utilities Commission and waives any right to such protection; (iv)
shall direct any requests for service, or complaints, to Company and not the
local telephone company; (v) shall provide Company with a forwarding address so
that residual ▇▇▇▇▇▇▇▇ can be mailed to Client; and (vi) agrees that Company may
increase the telephone use deposit at any time during the Term to an amount not
to exceed Client's highest monthly telephone billing during the preceding
portion of the Term.
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Services offered by Company are subject to human, electrical and mechanical
error, failure, or illness which may result in the delay or discontinuance of
these services. Client hereby represents that Client has read and agrees to the
provisions of Section C, Paragraph 2 (Limitation of Liability) and Section, C,
Paragraph 3, (Indemnity), included in the General Provisions and incorporated
herein. IN THE EVENT THIS GSA TERMINATES, OR CLIENT IS IN DEFAULT UNDER THIS GSA
COMPAPNY MAY, AT ITS ELECTION; REFUSE TO PROVDE ANY SERVICE INCLUDING WITHOUT
LIMITATION, TELEPHONE SERVICE; AND COMPANY SHALL NOT BE IN BREACH OF ANY OF ITS
OBLIGATIONS HEREUNDER, OR UNDER ANY OTHER AGREEMENT, NOR SHALL SUCH REFUSAL BE
DEEMED AN EVICTION OF CLIENT UNDER THE LEASE.
3. EQUIPMENT. In the event Client uses Company's Equipment, Client shall not
damage Equipment or make any modifications or attachments thereto, nor remove
the same. If in the opinion of Company, any of Client's modifications, whether
or not made with the permission of Company, interfere with the normal use or
maintenance of Equlpment and/or telephone system at the Center or otherwise
creates a safety hazard, Company may, at Client's expense, remove any such
modifications, Equipment shall only be moved by Company or its authorized
representatives. . Client shall be responsible to pay all costs of such moves at
the rates described in Company's Price List. Client agrees that only Company
provided telephone equipment will be used In the Premises.
4. MAIL. Subject to any restrictions set forth herein, Client is hereby
authorized to use the Center address as Client's business address. Client
acknowledges that it has read United States Post Office Form #1 583 and
understands that in the event its use of the Center address terminates, Company
shall cease to act as its agent for receipt of mail. It will be Client's
responsibility to notify all parties of termination of use of the Center
address. In the event that this GSA terminates for whatever reason including an
event of default hereunder, Client's right to use the Center address shall
immediately terminate, and Company shall return to senders all mail addressed to
Client. Provided Client is not in default under this GSA, Client may elect to
maintain Mail Service by submitting Company a completed Communications Service
Agreement ("CSA"). Payment for such service shall be made monthly, in advance,
prior to the first day of each month. Failure to make such payment shall
immediately terminate all of Company's obligations under the CSA.
5. EMPLOYEES. Client, including its principals, and any parent, subsidiary, or
affiliated companies, jointly and severally, agrees that during the term of this
GSA, or within one (1) year following the termination of this GSA, it will not
hire any of Company's employees or persons employed by Company during the Term
hereof. In the event Client shall breach any obligation contained in this
paragraph, Client shall be liable for, and shall pay Company on demand, damages
of Ten Thousand Dollars ($10,000.00) for each employee so hired, it being
mutually agreed by Client and Company that this provision for liquidated damages
is reasonable and that the actual damage which would be sustained by Company as
the result of the failure to comply with this provision would be impractical or
extremely difficult to determine.
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6. EXHIBITS. Any and all exhibits or riders attached to this GSA; including,
but not limited to the general Provisions attached hereto are incorporated
herein and made part of this GSA. Without limiting the foregoing, it is
expressly agreed that this GSA is subject to the terms and conditions of the
General Provisions by which Client agrees to abide. Breach of any obligation
under Provisions shall be deemed a material breach of this GSA. This GSA may be
executed in one or more counterparts, in the event of variation or discrepancy,
the duplicate original hereof (including exhibits or riders, if any) held by
Company shall control.
IN WITNESS WHEREOF, the parties have caused this GSA to be executed on the date
set forth below.
Company: MVBC Client:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Please Print) (Please Print)
Date: 12-30-97 Title: CSM Date: 12-29-97 Title: C.E.O.
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SECTION C - GENERAL PROVISIONS
Company and Client hereby agree to the following terms and conditions which
supplement the Lease and/or GSA to which these General Provisions are attached
as Section C All definitions included in the Lease and/or GSA shall apply herein
unless, otherwise indicated As used herein, the "Agreements" shall refer to the
Lease and/or GSA, as the context may indicate
1. PAYMENTS. Client agrees to pay Company when due the Lease Rental, GSA
Rental, and other charge(s) including any applicable sales, use and other taxes
now or hereafter imposed by any governmental body to:
Mission Valley Business Center, LLC
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ALL PAYMENTS ARE DUE AND PAYABLE PRIOR TO THE FIRST OF EVERY MONTH WITHOUT
NOTICE demand or offset. The billing cycle for all non GSA Rental amounts shall
be from the 16th of the prior month through the 15th of the current month. ANY
PAYMENTS NOT RECEIVED WITHIN FIVE (5) DAYS OF THE DUE DATE ARE SUBJECT TO A LATE
CHARGE EQUAL TO TEN PERCENT (10%) OF THE PAST DUE BALANCE, BUT NOT LESS THAN
TWENTY DOLLARS ($20.00), TO COMPENSATE COMPANY FOR THE EXTRA COSTS INCURRED AS A
RESULT OF SUCH LATE PAYMENT. Company shall charge Client Twenty-Five Dollars
($25.00) for each dishonored check. In the event Client fails to pay any amount
when due, Client shall pay Company interest thereon at an annual rate of Twelve
Percent (12%) or such lower rate as may be the maximum lawful rate. Client
agrees to pay Company Two Hundred Dollars ($200.00) for each Three (3) Day
Notice or Notice of Termination of Services which Company serves upon Client's
failure to make timely payments in the event more than one of either notice is
served during the Term. Client agrees to pay for all services ordered or
incurred by Client, its employees, agents, and invitees, even if such services
are not described in the Lease, GSA or GSA Schedule attached hereto. Client will
complete Company's Answering Service Form, indicating which individuals are
authorized to use Company's services and incur charges at the Center.
2. LIMITATION OF LIABILITY. (a) THE AGREEMENTS ARE MADE UPON THE EXPRESS
CONDITION THAT COMPANY SHALL BE FREE FROM ALL LIABILITY AND CLAIM FOR DAMAGES,
EXCEPT THOSE SOLELY CAUSED BY THE GROSS NEGLIGENCE OF COMPANY. By reason of any
injury to any person(s) or property of any kind, from any cause(s), in any way
connected with the Center or it's use or occupancy thereof during the term of
the Agreements or any extensions. In no event shall Company be liable for the
conduct of any other Client or tenant of Building, and any such conduct shall
not give Client the right to terminate the Agreements between Company and
Client. Company shall not be liable under any circumstances for consequential
damages or damages or injury to Client's business or potential business.
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(b) THE USE OF THE PREMISES AND ANY SERVICES, FURNISHINGS AND FACILITIES
PROVIDED PURSUANT TO THE AGREEMENTS IS MADE WITHOUT WARRANTY. Client's sole
remedy, and Company's sole obligation for any failure to render any service,
furnishing or facility, any error or omission, or any delay or interruption with
respect thereto, Is limited to an adjustment to Client's billing in an amount
equal to the charge for such service, furnishing or facility, for the period
during which the failure, delay, or interruption continues. (By way of example
only, if the Premises are reasonably determined to be unusable solely due to the
gross negligence of Company; Client's billing will be reduced in proportion to
Client's reduced use thereof). With the sole exception of the remedy set forth
in this paragraph 2(b), Client expressly and specifically agrees to waive, and
agrees not to make any claim for damages, direct or consequential, arising out
of any failure to furnish any service, furnishing or facility, any error or
omission, or any delay or interruption of the same. Notwithstanding anything in
this paragraph, there shall be no billing adjustment if Client is in default
hereunder.
3. INDEMNITY. Client hereby covenants and agrees to indemnify and save
harmless Company and the master lessor from all liability, loss, cost, or
obligations including actual attorney's fees relating to Client's use of the
Center and anything done or allowed to be done by Client, in the Center or
Building.
4. DEFAULT. Client shall be in default hereunder if it does not pay all
amounts due under either the Lease or the GSA, or if Client fails to perform any
of it's other covenants or provisions under the Agreements. If Client does not
cure such default within three (3) days after written notice, Company shall have
the right, with or without further notice, and in addition to and not in lieu of
other remedies available by law, to terminate all of Client's rights under the
Agreements. Or such of those rights as Company designates in such written
notice. Such notice shall be in lieu of, and not in addition to, any notice
required by California Code of Civil Procedure Section 1161. If Client's rights
under the Lease are so terminated, Company may, after complying with any
applicable requirements of law, take possession of the Premises. Upon any such
action by Company, Client shall remain liable for all obligations which have
previously accrued, and, to the maximum extent permitted by law, for all
obligations which may subsequently accrue under the Agreements. In addition to
terminating Client's rights to possession under the Lease and/or discontinuing
services under the GSA, Company shall have the right to pursue all other
remedies provided by law.
5. SECURITY DEPOSIT. Upon execution of the Agreements, Client shall pay
Company the amounts set forth in the Summary as Lease Deposit and GSA Deposit
(the "Deposits"). The Deposits shall be held by Company as security for the
full, faithful, and complete performance by Client of all terms, covenants, and
agreements to be kept by Client under the Agreements. If Client fails to perform
any of its obligations, Company may apply the Deposits to any amounts due,
including any amounts Company may be required to spend by reason of Client's
breach under the Agreements. Upon written demand by Company, Client will pay
Company any amount so applied so that the Deposits are returned to their
original amount. If at the end of the Term. Client has performed all of the
provisions of the Agreements, the Deposits, or any remaining balance, will be
returned, without interest, within sixty (60) days after the end of the Term.
6. TERMINATION AND NOTICES. UPON THE ENDING DATE SET FORTH HEREIN, OR ANY
EXTENSION THEREOF, THE AGREEMENT SHALL BE EXTENDED FOR THE SAME PERIOD OF TIME
AS THE INITIAL TERM AND, UPON THE SAME TERMS AND CONDITIONS AS CONTAINED HEREIN,
UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, THAT THE AGREEMENT WILL NOT BE EXTENDED WITHIN
THE PERIOD HEREINAFTER SPECIFIED. IF CLIENT HAS LESS THAN THREE OFFICES, SUCH
NOTICE MUST BE GIVEN AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION DATE OF
THIS AGREEMENT. ▇▇
▇▇▇
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INITIAL (REV GSA 010197 MV)
11
CLIENT HAS THREE OR MORE OFFICES, SUCH NOTICE MUST LEAST NINETY (90) PRIOR TO
THE EXPIRATION DATE OF THIS AGREEMENT. FAZ
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INITIAL
7. FORCE MAJEURE. If company's performance of Its obligation's under the
Agreements is prevented or restricted by any cause the Company, including, but
not limited to, mechanical or electrical breakdown, (fire, explosion or other
casualty, acts of God, acts of public enemies, embargo, delays of supplies, acts
of any governmental agency, labor difficulties, strikes or inclement weather,
Company, upon giving timely notice to Client, shall be excused from such
performance to the extent of such breakdown, prevention or restriction, provided
that Company shall resume performance within a reasonable time after any such
cause has been removed or ceases. Except as set forth in the Lease there shall
be no abatement or reduction of Lease Rental.
8. WAIVER. One or more waivers by Company of any breach of any covenant or
condition under the Agreements shall not be construed as a waiver of a
subsequent or continuing breach of the same or any other covenant or condition,
and consent or approval by Company of any act by Client requiring Company's
consent or approval shall not be deemed to waive or render unnecessary Company's
consent or approval to any subsequent act.
9. TIME OF THE ESSENCE. Time is expressly of the essence under the Agreements.
10. AUTHORITY, SUCCESSORS AND ASSIGNS. Each party represents that it has full
power and authority to enter into and perform the Agreements. The covenants and
conditions herein contained shall, subject to the Lease's provision as to
assignments and subletting, apply to and bind the heirs, successors, executors,
administrators, and assigns of the respective parties hereto. If the Agreements
are executed by more than one party as Client, their obligation shall be joint
and several.
11. ATTORNEY'S FEES. In the event of any legal action or proceeding by Client
or Company against the other under the Agreements, the prevailing party shall be
entitled to recover all expenses and costs, including reasonable attorney's fees
and costs of appeal, if any.
12. SEVERABILITY. The invalidity or unenforceability of any provision of the
Agreements shall not affect or impair the validity or enforceability of any
other provision. No waiver of any default of Client shall be implied from any
failure by Company to take action with respect to such default. Except for the
provisions of Section C, Paragraph 4 above regarding default, each of the Lease
and GSA are separate and independent agreements.
FAZ
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INITIAL (REV GSA 010197 MV)
12
13. DOCUMENTS AND ENTIRE AGREEMENT. Client agrees to complete and sign
additional documents and do such other things as may be required by Company or
any other entity In order to permit Company to provide services and facilities
to Client. The agreements supercede any prior agreement(s), and embodies the
entire agreement between Company and Client; and may not be modified or altered
except in writing. Submission of this Instrument for examination does not
constitute a reservation of or option of or option for the Premises. The
Agreements become effective only upon execution and, delivery by both parties.
The Agreements shall be Interpreted and enforced in accordance with the laws of
the State of California.
IN WITNESS WHEREOF, the parties have caused the General Provisions to be
executed on the date set forth below.
Company: MVBC Client:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------- -------------------------------
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------- -----------------------------
(Please Print) (Please Print)
Date: 12-30-97 Title: CSM Date: 12-29-97 Title: CEO
-------- --- -------- ---
FAZ
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INITIAL (REV GSA 010197 MV)
13
ADDENDUM A
----------
This Addendum dated December 29, 1997 shall be attached to and become a
part of that certain Office Lease and General Services Agreement dated December
29, 1997 by and between Mission Valley Business Center, LLC ("Company") and
Majestic Motor Car Company, Ltd. ("Client").
In consideration of the execution of this lease by client and provided
that Client is not in default hereunder or under any other agreement with
Company, or any parent, subsidiary or affiliate corporation of Company, Company
hereby agrees to rebate $ ____of rent otherwise due hereunder pursuant to the
following schedule provided; however, that the entire amount of rent rebated is
pursuant to this Addendum plus interest thereon at the rate of 12% per annum
shall be repaid to Company should Client breach this lease. At the end of the
schedule listed below, this Addendum shall become null and void.
Month Amount
----- ------
January 1998 $275.00
February 1998 $275.00
March 1998 $275.00
April 1998 $275.00
May 1998 $275.00
June 1998 $275.00
All other terms and conditions of the above reference lease agreement
remain in effect. IN WITNESS WHEREOF, Company and Client have caused these
presents to be duly executed as of the first date written above
Company: Mission Valley Business Center Client:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------- -------------------------------
Date: 12/30/97 Date: Dec. 29, 1997
-------- -------------
LEASE I GSA ADDENDUM
This Addendum to the Office Lease ("Lease") and General Services Agreement
("GSA") attached hereto amends the Lease and GSA by and between Mission Valley
--------------
Business Center LLC, ("Company") and The Majestic Companies ("Client") dated the
------------------- ----------------------
31st day of December 1997. The Lease and GSA shall be amended and supplemented
---- -------- -
as follows:
The Premises subject to the Lease shall be Office Number(s) 56, 57, 61, 62, 63,
-------------------
64,& 66.
-------
Client is vacating office # 59 and adding office # 66
The Term of the Lease and GSA is extended June 30, 2000
-------- -
As of June 1, 1999 Lease Rental rate shall be $ 4,525.00
------ - -----------------
As of July 1, 1999 Lease Rental shall be: $ 4,800.00
-----------------
GSA Rental shall be (see GSA schedule below): $ 836.00
-----------------
As of July 1,1999 GSA Rental shall be $ 700.00
-----------------
Total Monthly Fixed Charges: $ 5,361.00
-----------------
The Lease Deposit is increased by: $
The Telephone Use Deposit is increased by: $
TOTAL AMOUNT DUE: $ 5,361.00
------------------
GSA SCHEDULE
TELEPHONE SERVICE 7 Telephone(s) $ 500.00
- ---------
Live Answering
----
Voicemail Messages
CONFERENCE ROOM/ Includes 12 hours
--
PRIVATE OFFICE per month allowance $ Included
---------
FURNITURE RENTAL $ 136.00
---------
EXECUTIVE LOUNGE Use of executive Lounge,
beverage service kitchen
facilities $
---------
OTHER Fax/Modem Lines $ 175.00
---------
Parking $ 25.00
---------
Except as modified above all terms and conditions of the Lease and the GSA will
remain in full force and effect.
Company: Mission Valley Business Center Client: The Majestic Companies, Ltd.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------- --------------------------------
Title: Center Manager Title: President
-------------------------------- ------------------------------
Date: 6-2-99 Date: 6-2-99
--------------------------------- ------------------------------
(Rev 021596)
