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 the Summary. All terms defined in the Summary shall have
the same meaning herein.
This Lease shall be subject to the terms and conditions of the General
Provisions (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 date 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 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. Client will
use only telephone equipment and telephone service provided by Company and any
ringing devices shall be adjusted to the lowest reasonable volume. Client
supplied coffee makers, microwaves, refrigerators and space heaters 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. Termination
of the master lease shall terminate this lease and all of Company's obligations
hereunder. No provisions of the master lease impose obligations on Client which
are in addition to or inconsistent with the obligations hereunder.
(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 walls 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.
Client shall pay 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. 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 ninety (90) 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.
9. ASSIGNMENT AND SUBLETTING. Only with the prior written consent of Company may
Client assign this Lease or any interest herein or any portion thereof or permit
any other person to occupy the Premises or any portion hereof. Such consent will
not be provided that such consent may be conditioned upon Client agreeing to pay
Company all rent or other consideration paid by such assignee of the Lease
Rental. No transfer permitted by this paragraph shall release Client or change
Client's primary liability to pay to perform all other obligations of Client
hereunder. Consent to assignment or subletting shall not constitute a waiver of
this to any further assignments or subletting. No assignee for the benefit of
creditors, trustee in bankruptcy or purchaser in any ave any right to possess or
occupy the Premises or any part thereof, or claim of right hereunder. Client
agrees to reimburse Company all reasonable attorneys' 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 not exclusive:
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(a) The transferee is not 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.
11. RIGHT OF ENTRY. Company and the master lessor's agents and employees may
enter upon the Premises at any reasonable time to inspect the Premises and to
see that the covenants 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. Tenant shall not change or rekey the office
door locks during tenancy.
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. Company will
furnish two (2) keys to the Premises. 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.
SECTION B - GENERAL SERVICES AGREEMENT
This General Services Agreement ("GSA") is made by and between Client and
Company whose names appear in the Summary attached hereto 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 one (1) 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.
(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, and 7 days per week retrieval from any
touchtone phone.
If Company owns telephone switching equipment, 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; (iii) understands that
it is not a member of the general public, is not protected by the Public
Utilities Commission and waives any right 1 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 xxxxxxxx can be
mailed to Client; and (vi) agrees that Company may increase the telephone no
during the Term to an amount not to exceed Client's highest monthly telephone
billing during the preceding portion of the Term.
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, COMPANY MAY, AT ITS ELECTION, IMMEDIATELY A SERVICES INCLUDING
WITHOUT LIMITATION, TO PROVIDE ANY FURTHER GSA SERVICES, INCLUDING WITHOUT nONE
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 OFFICE LEASE.
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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 Equipment 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 ("GSA"). 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 GSA.
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.
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 provisions of the General
Provisions, by which Client agrees to abide, Breach of any obligation under the
General 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.
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:
The Business Center of Las Vegas, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
All payments are due and payable prior to the first of every month without
notice, demand or offset. The billing cycle for all variable charges 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 (1 2%) or such lower rate, as may be the maximum lawful rate. Client
agrees to pay Company Two Hundred Dollars ($200.00) for each Five (5) 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), property or business interest of any kind, from any
cause(s), in any way connected with the Center, it's use or occupancy thereof,
or the GSA services, 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.
(b) THE USE OF THE PREMISES AND ANY SERVICES, FURNISHINGS AND
FAC1LITIES 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. Client
shall not be required to indemnify Company or Master Lessor for the sole
negligence or willful misconduct of Company or Master Lessor.
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
covenants or provisions under the Agreements. If Client does not cure such
default within five (5) days after written have the right, with or without
further notice, and in addition to and not in lieu of other remedies available
by law, to rights under .the Agreements, or such of those rights as Company
designates in such written notice. Such notice shall 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 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 posit (the "Deposits"). Company
shall hold the Deposits as security for the full, faithful, and complete
performance by covenants, and agreements to be kept by Client under the
Agreements. If Client fails to perform any of its obligations, 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
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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. IF CLIENT HAS THREE OR MORE OFFICES, SUCH NOTICE MUST BE GIVEN
AT LEAST NINETY (90) DAYS PRIOR TO THE EXPIRATION DATE OF THIS AGREEMENT._______
INITIAL
7. FORCE MAJEURE. If Company's performance of its obligations under the
Agreements is prevented or restricted by reason of any cause beyond the control
of 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.
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 supersede 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 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: BUSINESS CENTER OF LAS VEGAS, INC. Client:
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxx Viva Gaming & Resorts
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Name: Xxxx Xxxxxxxx Name: Xxxxxx Xxxxx
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(Please Print) (Please Print)
Title: Center Manager Title: Pres/CEO
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Date: 7/12/99 Date: 7/9/99
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