OFFICE LEASE AGREEMENT
THE DEL MAR MORTGAGE BUILDING
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BASIC LEASE INFORMATION AND DEFINED TERMS
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LEASE DATE: JANUARY 5, 2001
LANDLORD: THE WILDWOOD HILLS DEVELOPMENT, CORPORATION
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: XXXX X. ROLES, PRESIDENT
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TENANT: THE VESTIN GROUP
D.B.A. VESTIN MORTGAGE, INC.
0000 Xx Xxxxxx Xxx. Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: XXXXXXX XXXXXXX, COB, CEO
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 on the Project and
generally depicted on Exhibit "A".
LEASED PREMISES: The portion of the Building designated as suites 104,
105, 106, 107, 201, 204, 205 & 206 and generally
depicted on Exhibits "B & B-1" as the shaded area.
TOTAL RENTABLE AREA:
20,000 square feet, (gross).
TENANT AREA: 11,250 square feet, (gross).
TERM OR LEASE TERM: five years
INITIAL TERM: Sixty (60) 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: March 1, 2001.
EXTENSION TERMS: One five year term
MINIMUM RENT: $1.92+- per square foot of Tenant Area for the first Twelve
(12) months of the Term as listed below:
(1st year) $1.92+- per square foot of tenant area, March 1, 2001 to February 28,
2002 - $21,600.00 per month, $259,200.00 per year.
(2nd year) $1.94+- per square foot of tenant area, March 1, 2002 to February 28,
2003 - $21,830.00 per month, $261,960.00 per year.
(3rd year) $1.995+- per square foot of tenant area, March 1, 2003 to February
28, 2004 - $22,450.00 per month, $269,400.00 per year.
(4th year) $2.016+- per square foot of tenant area, March 1, 2004 to February
28, 2005 - $22,680.00 per month, $272,160.00 per year.
(5th year) $2.071+- per square foot of tenant area, March 1, 2005 to February
28, 2006 - $23,305.00 per month, $279,660.00 per year.
IMPROVEMENT ALLOWANCE: Landlord will provide no improvement allowance. The
suites are to be leased in "AS IS CONDITION".
SECURITY DEPOSIT:
N/A
EXPENSE STOP:
N/A
REPLACEMENT OF LEASE IT IS MUTUALLY AGREED THAT THIS LEASE, AS OF MARCH 1,
2001 SHALL REPLACE THE LEASE AGREEMENT DATED APRIL 8,
1999 BY AND BETWEEN WILDWOOD HILLS DEVELOPMENT, CORP.
AND DEL MAR HOLDINGS (VESTIN GROUP) D.B.A. VESTIN
MORTGAGE, INC. THE APRIL 8, 1999 LEASE SHALL BECOME
NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT,
EXCEPTING THAT THE BASE YEAR USED FOR TENANTS
PROPORTIONATE SHARE OF "PROJECT OPERATING COSTS" NOW
REFERRED TO IN SECTION 3 C. OF THIS LEASE AGREEMENT, AS
THE "RENTAL ADJUSTMENTS," SHALL USE APRIL 8, 1999 AS
THE BEGINNING OF THE BASE YEAR AGAINST WHICH ALL
"RENTAL ADJUSTMENTS WILL BE MADE.
PERMITTED USE: GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
PURPOSES.
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GENERAL TERMS AND CONDITIONS
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1. DESCRIPTION OF BUILDING AND LEASED PREMISES.
a. 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.
b. 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.
a. 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.
b. 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.
3. RENT.
a. 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
delinquent after the date due will bear interest at the rate of 12%.
b. PARKING CHARGES. TENTANT WILL PAY TO LANDLORD THE PARKING CHARGES SET
FORTH IN EXHIBIT C.
c. Rental Adjustments.
i. Definitions. For purposes of calculating the Rental Adjustments,
the following terms will have the meanings ascribed below.
ii. "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.
iii. "OPERATIONAL YEAR" means all or any portion of any calendar year
during which this Lease is in effect.
iv. "EXCESS COST" means the amount by which the Operating Costs for
any
Operational Year exceed the Expense Stop.
v. "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.
d. 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.
e. 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.
a. 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.
b. 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 of 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 the 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 constitute 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
Wildwood Hills Development, Corporation
an Arizona, Corporation
By:
______________________
Xxxx X. Roles
Its: President
TENANT
The Vestin Group
d.b.a. Vestin Mortgage, Inc.
a Nevada, Corporation
By: /s/ Xxxxxxx Xxxxxxx
___________________
Xxxxxxx Xxxxxxx
Its: Chief Executive Officer
