Exhibit 2.1
LEASE AGREEMENT
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THIS LEASE AGREEMENT is made and entered into this 28th day of April, 2004
by and between IOMEGA INVESTMENTS, LLC hereinafter referred to as "Lessor",
and SECURED DIVERSFIED INVESTMENT, LTD AND DENVER FUND I, LTD, hereinafter
referred to as "Lessee".
1. PREMISES. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor upon all of the terms and conditions set forth
herein that certain real property situated in the City of Las
Vegas, County of Xxxxx, State of Nevada, commonly known as 3425,
3455, 0000 X. Xxxxxxxx Xxxx.
2. TERM. The term of this lease shall be for a period of 4 years
and 2 months, commencing as 12 noon on May 14, 2004 and
continuing to and ending at 12 noon on July 1, 2008.
3. SALES ESCROW. Concurrently with the signing of this Lease
Agreement, a sales escrow shall be opened at Alliance Title Co.,
Irvine, CA Escrow # 15007698.
4. CONDITION OF TITLE. Lessor agrees to furnish Lessee with a
preliminary title report on the premises within ten (10) days
after the opening of said escrow. Said escrow and the signing of
this Lease Agreement are subject to Lessee's approval of said
preliminary title report.
5. OPTION TO PURCHASE PREMISES. Lessor hereby grants to Lessee an
option to purchase the premises at any time Lessee may elect
before July 1, 2008 at the price of $5,950,000.00. All documents
necessary to convey title shall be deposited into said escrow
within ten (10) days after the opening of said escrow. Lessee
shall give said escrow company written notice of Lessee's
election to exercise said option, at which time said escrow
company shall cause to have title conveyed to Lessee and Lessee
will accept the conveyance. Lessor agrees that the premises
shall be conveyed to lessee by Grant Deed, free and clear of all
encumbrances except taxes or assessments which in accordance with
the provisions of the Lease Agreement are to be paid by Lessee,
and the encumbrance(s) then of record. Lessor agrees to protect
and defend Lessee, and the premises against foreclosure or loss
by reason of any additional encumbrances on or after the 28th of
April, 2004 which may be created by or through Lessor. The
obligations of Lessor and Lessee under this agreement shall cease
at the consummation of said escrow. Said escrow company shall,
without further approval of Lessor, within a reasonable time
after receipt of Lessee's notice of Lessee's election to exercise
said option, cause to have said Grant Deed recorded in the County
Recorder's office. In accordance with the terms of said escrow,
lessee agrees to pay as consideration for said option the sum of
$1,850,000.00 as set forth in escrow, which sum shall be fully
credited to the account of Lessee as part of said purchase price
at the time said option is exercised.
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6. RENT. In addition to being responsible for the payment of
certain items in accordance with the provisions of Paragraph 7
hereof, Lessee agrees to pay through ARS Management DBA Xxxx &
Associates Realty Services, all income per month, and ARS
Management DBA Xxxx & Associates Realty Services shall from each
such monthly payments paid by Lessee under the within Option and
Lease Agreement pay: a) the sum of $36,066.00, including
required impound deposits, if any, to the holder of the first
encumbrance of record and b) their monthly collection fee as
detailed in separate management agreement. In the event the
payment is not made within 10 days of due date, Lessee agrees to
pay Lessor a late penalty fee commensurate with any late fee(s)
imposed by lender of record.
7. NET RENT PROVISIONS. In addition to the basic rent specified
herein under Xxxxxxxxx 0, Xxxxxx agrees to pay all taxes,
expenses, charges, damages and all sums which except for this
Lease Agreement would have been charged against the premises,
including, but not limited to, insurance policy premiums, real
estate taxes, assessments for local improvements and other
services supplied to the premises, together with all interest and
penalties that may accrue thereon. Prorations of charges for the
items mentioned under this Paragraph 7 shall be made between the
parties as of the commencement date of this Lease and at the
commencement Lessor shall submit to said escrow company evidence
of payment of real property taxes on the premises.
8. USE OF PREMISES. The premises may be used for any purpose for
which Lessee wishes to use them, and Lessor agrees that Lessor
will not interfere with the use of the premises in any manner
whatsoever.
9. MAINTENANCE AND REPAIRS. All maintenance and repairs of the
premises shall be the obligation of Lessee; Lessor is
specifically released from any duty in connection therewith.
10. INSURANCE. Lessee shall, at Lessee's expense, maintain and keep
in effect, property damage liability insurance (naming Lessor as
an additional insured in connection with the use or condition of
the premises). Lessee shall also maintain and keep in effect a
policy or policies of insurance covering the premises, providing
protection against any peril included within the classification "
Fire and Extended Coverage", together with insurance against
vandalism and malicious mischief.
11. INDEMNITY. Lessee agrees to indemnify and hold Lessor harmless
from any and all claims arising from Lessee's use of the
premises.
12. DAMAGE OR DESTRUCTION. If the premises are damaged or partially
destroyed by casualty covered under the insurance policy
required to be maintained by Lessee pursuant to Paragraph 10
hereof, Lessor shall release to Lessee any interest of Lessor in
said policy. If at any time during the term hereof the premises
are totally destroyed, it is agreed between the parties that
Lessee will exercise Lessee's option to purchase the premises, in
which event said escrow will be closed and any claims, choses in
action, insurance proceeds, claims against third parties, or any
other rights of Lessor in connection with the premises shall be
assigned to Lessee prior to the closing of said escrow.
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13. PERSONAL PROPERTY TAXES. Lessee shall pay all taxes assessed
against and levied upon furnishings, equipment or other personal
property on the premises.
14. UTILITIES. Lessee shall pay for all utilities of any type or
nature on the premises.
15. ASSIGNMENT AND SUBLETTING. Lessee may assign this Lease or any
interest therein or any part thereof or any right or privilege
appurtenant thereto to any person, persons or other entity to
occupy or use the premises, or any portion thereof. No further
consent of Lessor shall be required.
16. GENERAL PROVISIONS.
a) It is clearly understood between the parties that this Lease shall
become null and void at the close of said sales escrow.
b) Lessor agrees to keep the premises free of all liens and
encumbrances of every kind except such as are incurred by Lessee and
shall indemnify and hold harmless Lessee from and against any and all
claims arising from any charge or encumbrance against the premises.
Lessor agrees not to transfer, assign or convey any measure
whatsoever, any interest in the premises to any other person, persons,
corporation or other legal entity during the term of this lease.
Regardless of the printed or typed provisions of this Lease Agreement,
Lessor may not encumber subject property.
c) Lessor agrees that Lessee shall be entitled to the following: tax
credits for any interest paid by Lessee on loans against the premises;
tax credits for any real estate taxes on the premises paid by Lessee;
and credit for any principal paid by Lessee on Loans (equity build-up)
against the property during the terms of this Lease, which amount
shall be credited at the close of said sales escrow.
d) Any provisions of this Lease determined to be invalid by a court of
competent jurisdiction shall in no way affect any other provision
hereof.
e) Time is of the essence.
f) Article and paragraph captions are not a part hereof.
g) Any notice required or permitted to be given hereunder shall be in
writing and mailed to SECURED DIVERSIFIED INVESTMENT, LTD 0000 XXXXXX
XXXXX, XXXXXXX XXXXX, XX. 00000, and shall include a statement that
such notice pertains to Escrow Number 15007698.
h) If either party herein brings an action to enforce the terms hereof
or declare rights hereunder, the prevailing party in any such action,
on trial or appeal, shall be entitled to reasonable attorney's fees to
be paid by the losing party as fixed by the court.
i) This Lease shall bind the parties, their personal representatives,
successors and assigns; it shall be governed by the laws of the State
of Nevada.
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j) Lessor agrees to execute any documents required to effectuate
refinancing of the premises in conjunction with the exercising of said
option to purchase, and failing to do so within ten (10) days after
written demand does hereby make, constitute and irrevocably appoint
XXXXXXX X. XXXXXX as attorney in fact to do so in Lessor's name, place
and stead.
k) A Memorandum of Agreement is to be recorded and is made part of
this Lease Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Lease
Agreement the 6th day of May, 2004.
LESSOR:
IOMEGA INVESTMENTS, LLC
A NEVADA LIMITED LIABILITY CO.
BY:/s/Xxxxx Xxxx
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XXXXX X. XXXX, MANAGING MEMBER
LESSEE:
SECURED DIVERSIFIED INVESTMENT, LTC
BY:/s/Xxxxxxxx X. Xxxxxx
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X.X. XXXXXX, PRESIDENT
DENVER FUND I, LTD
A COLORADO LIMITED PARTNERSHIP
BY CERTIFIED PROPERTY ADVISORS, LLC
IT'S GENERAL PARTNER
/s/Xxxx X. Xxxxxx
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XXXX X. XXXXXX, MANAGING MEMBER
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