i
LEASE
dated as of March 1, 0000
xxxxxxx
XXXXXXXX XXXXXXXXXX SUNBELT DEVELOPERS, INC.,
A CALIFORNIA CORPORATION
as Landlord ("Landlord")
and
GTC TELECOM, INC.
A NEVADA CORPORATION;
XXXX XXXXXXX, AN INDIVIDUAL;
XXXX XXXXXX, AN INDIVIDUAL
Jointly and Severally as Tenant ("Tenant")
relating to premises at
SUITE K-103
THE XXXX XXXXX EXECUTIVE GUILD
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
LEASE SUMMARY
This page is for the convenience of the parties and summarizes the principal
terms of the lease. It does not alter or define any of the terms of this lease.
Project: The project in which the Premises is located is THE XXXX XXXXX
EXECUTIVE GUILD located at 0000 Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000.
Landlord: SOUTHERN CALIFORNIA SUNBELT DEVELOPERS, INC., A California
Corporation.
Tenant: The Tenant is GTC TELECOM, INC., A Nevada Corporation; XXXX XXXXXXX,
An Individual; and XXXX XXXXXX, An Individual, Jointly and Severally
Term: The term (initial period of occupancy) of the lease is one (1)
year, subject to extension as set forth below.
Commencement
Date: This lease shall commence on March 1, 2005.
Termination
Date: This lease shall terminate on February 28, 2006, unless extended,
as set forth below.
Option to
Extend: This Lease will automatically renew for as many as two (2)
consecutive one (1) year periods, unless written notice to the contrary is
received, from Tenant to Landlord, not less than three (3) months prior to the
scheduled termination date (i.e., no later than November 30, 2005 as to the
first scheduled termination date and no later than November 30, 2006 as to the
second scheduled termination date). The Base Rental Rate for such extended
period(s) shall be equal to the then current Base Rent amount, plus Adjustments
in Base Rent and Increases in Operating Expenses, as set forth below.
Premises: The Premises consist of office space located within THE XXXX XXXXX
EXECUTIVE GUILD, referenced as "Suite K-103", and further outlined in Exhibit(s)
to the Lease.
Rentable Area of the Premises: Approximately 2,425 rentable square feet ("RSF").
Landlord and Tenant mutually agree and acknowledge that the square footage
calculation is an approximation. However, Landlord represents that said
approximate square footage measurement was ascertained by measurements and
calculations, in accordance with industry standards.
Base Rent: The effective Base Rental Rate for the initial period of
occupancy is approximately $1.65 per RSF per month, or $4,001.25 per month.
Adjustments
in Base Rent: Commencing with the first anniversary (i.e., March 1, 2006)
and again on each subsequent anniversary, Tenant's Base Monthly Rent shall be
increased, based upon the increase, if any, in the Consumer Price Index ("CPI")
for the Greater Los Angeles, Anaheim, Riverside (California) areas, in an amount
not less than two percent (2%) per annum nor greater than six percent (6%) per
annum, times the then current Base Rent amount.
Increases in Operating
Expenses: It is mutually agreed that the calculation of the actual annual
increase in the Operating Expenses for each Individual Unit of the Xxxx Xxxxx
Executive Guild Project is difficult, costly, and time consuming. Therefore,
in lieu of Tenant paying the actual increase in the Operating Expenses, Tenant
shall pay, as "Additional Rent", at the same time as Base Rent, an amount equal
to the increase, if any, in the Consumer Price Index ("CPI") for the Greater Los
Angeles, Anaheim, Riverside (California) areas, in an amount not less than one
percent (1%) per annum nor greater than three percent (3%) per annum, times the
then current Base Rent amount.
Security
Deposit: $5,000.00. Landlord hereby acknowledges prior receipt of a total
of $18,000.00 as Security Deposits from Tenant. By mutual agreement, $6,000.00
has been utilized as a credit to Tenant's Outstanding Balance and $7,000.00 as a
Security Deposit for an additional Lease contract for space (Suite P-3) being
concurrently occupied by Tenant. The remaining amount of $5,000.00 shall be
utilized as a Security Deposit for Suite K-103.
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Tenant Improvements:
The following Tenant Improvements are to be provided to Tenant by Landlord at
Landlord's sole cost and expense:
- Construct a new wall dividing Suite K-103 from Suite K-105;
- Furnish and install new security door to secure premises from common area
hallway;
- Remove door between Conference Room and Common Area;
- Seal wall between Conference Room and Common Area, texture, primer and
paint;
- Cut out doorway between Conference Room and bullpen area of Suite K-103;
- Furnish and install door between Conference Room and bullpen area of Suite
K-103;
- Remove door between Xxxxxxx xxxx xx Xxxxx X-000 xxx Xxxxx X-000;
- Seal wall between Bullpen area of Suite K-103 and Suite K-108, texture,
primer and paint; and
- Clean premises thoroughly.
Any additional improvements, not currently anticipated or listed above,
requested by Tenant, either prior to or subsequent to Tenant's occupancy, shall
be at the Tenant's sole cost and expense. Additionally, any further Tenant
improvements, even if provided by and/or paid for by Tenant, must receive prior
written approval by Landlord, which will not be unreasonably withheld.
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STATE OF CALIFORNIA
COUNTY OF ORANGE
OFFICE LEASE
THIS LEASE ("Lease"), made and entered into by and between SOUTHERN CALIFORNIA
SUNBELT DEVELOPERS, INC. ("SCSD"), and GTC TELECOM, INC., A NEVADA CORPORATION;
XXXX XXXXXXX, AN INDIVIDUAL; AND XXXX XXXXXX, AN INDIVIDUAL, JOINTLY AND
SEVERALLY ("Tenant"), and dated March 1, 2005 for reference purposes only.
1.
TERM/PREMISES/USE
1.1 Leasing Clause and Premises. Pursuant to the terms and conditions of
this Lease, Landlord hereby leases premises to Tenant, and Tenant hereby rents
and accepts premises from Landlord. The "Premises" are approximately 2,425
rentable square feet in Building K at THE XXXX XXXXX EXECUTIVE GUILD, located at
0000 Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx (the "Project"), designated suite
number K-103 and more fully described on floor plans attached hereto and marked
Exhibit "D". Landlord and Tenant mutually agree and acknowledge that the square
footage calculation is an approximation. However, Landlord represents that said
approximate square footage measurement was ascertained by measurements and
calculations, in accordance with industry standards.
1.2 Term/Automatic Extension. The term (initial period of occupancy) of
this lease shall be one (1) year, as set forth below, commencing March 1, 2005,
and terminating on February 28, 2006, unless automatically extended. This Lease
will automatically renew for as many as two (2) consecutive one (1) year
periods, unless written notice to the contrary is received, from Tenant to
Landlord, not less than three (3) months prior to the scheduled termination date
(i.e., no later than November 30, 2005 as to the first scheduled termination
date and no later than November 30, 2006 as to the second scheduled termination
date.). The Base Rental Rate for such extended period(s) shall be equal to the
then current Base Rent amount, plus Adjustments in Base Rent and Increases in
Operating Expenses, as set forth below.
1.3 Use. Tenant shall use the Premises for general business offices uses and
shall not occupy or use, or permit any portion of the Premises to be occupied or
used for any other purpose whatsoever. This Lease covers no other part of the
Project or the ground upon which it is located, except the nonexclusive rights
granted by Landlord to Tenant, its agents, employees, customers, business
invitees and visitors to use the public corridors, the elevators, stairways and
similar common areas within the Project, and the ground level parking area.
2.
RENT
2.1 Base Rent. Tenant shall pay Landlord a monthly base rent ("Base Rent"),
without offset or deduction, as set forth in this Section. Base Rent shall be
payable commencing on the Commencement Date. The first payment, or partial
month proration, shall be made, in advance, upon execution of this Lease. The
second and subsequent payments shall be made in monthly installments in advance
for the following month, on the FIRST DAY of each and every month until the end
of the Term. All payments received by Landlord (including credits) will be
applied to the oldest accrued charge(s) first. Payment should be made to the
following address:
SCSD EXECUTIVE GUILD J.W.A.
0000 Xxxx Xxxxxxxx Xxx., Xxxxx 000
Xxxx, Xxxxxxxxxx 00000
2.2 Initial Base Rent. Tenant shall pay a Base Rent of approximately $1.65
per RSF per month or $4,001.25 per month until adjusted pursuant to Section 2.3.
2.3 Adjustments in Base Rent. Commencing with the first anniversary (i.e.,
March 1, 2006) and again on each subsequent anniversary, Tenant's Base Monthly
Rent shall be increased, based upon the increase, if any, in the Consumer Price
Index ("CPI") for the Greater Los Angeles, Anaheim, Riverside (California)
areas, in an amount not less than two percent (2%) per annum nor greater than
six percent (6%) per annum, times the then current Base Rent amount.
8
2.4 Partial Payment of Rent. Tenant shall make all rental payments in full.
Payment or receipt of a rental payment of less than the amount stated in the
lease shall be deemed to be nothing more than partial payment on that month's
account. Under no circumstances shall Landlord's acceptance of a partial
payment constitute accord and satisfaction. Nor will Landlord's acceptance of a
partial payment forfeit Landlord's right to collect the balance due on the
account, despite any endorsement, stipulation, or other statement on any check.
The Landlord may accept any partial payment check with any conditional
endorsement without prejudice to its right to recover the balance remaining due,
or to pursue any other remedy available under this lease.
2.5 Additional Rent. All other sums of money required under this Lease to
be paid by Tenant to Landlord, other than Base Rent, are designated "Additional
Rent". The term "Rent" in this Lease means Base Rent and Additional Rent.
2.6 Operating Expenses. It is mutually agreed that the calculation of the
actual annual increase in the Operating Expenses for each Individual Unit of the
Xxxx Xxxxx Executive Guild Project is difficult, costly, and time consuming.
Therefore, in lieu of Tenant paying the actual increase in the Operating
Expenses, Tenant shall pay, as "Additional Rent", at the same time as Base Rent,
an amount equal to the increase, if any, in the Consumer Price Index ("CPI") for
the Greater Los Angeles, Anaheim, Riverside (California) areas, in an amount not
less than one percent (1%) per annum nor greater than three percent (3%) per
annum, times the then current Base Rent amount. Tenant's pro rata share of
Operating Expenses shall be determined as set forth in Section 18.
3.
SERVICES TO BE FURNISHED BY LANDLORD
3.1 General. Landlord shall furnish or cause to be furnished to the
Premises the following services: (a) electricity for lighting the Premises and
operating ordinary 110-volt portable desk top office equipment of the type
normally used in general business offices, subject to paragraph 3.2 of this
Lease, (b) heat and air-conditioning as may reasonably be required for the
comfortable use and occupancy of the Premises during Project Operating Hours,
(c) janitor and cleaning services limited to emptying and removal of general
office refuse, dusting and light vacuuming of floors as needed, Monday through
Friday, and such window washing as may in the reasonable judgment of Landlord be
required, (d) replacement of fluorescent tubes and light bulbs, (e) domestic
water for the operation of lavatories, drinking fountains and coffee bars and
(f) toilet room supplies.
3.2 Electricity/HVAC. There will be no additional cost to Tenant for
Tenant's use of electrical service.
3.3 Limits re Air-Conditioning. In the event that Tenant requires equipment
or machines, generating heat substantially in excess of what is generally
considered standard equipment for professional and clerical office use, which
affect the temperature of the Premises maintained by the air-conditioning
system, Landlord reserves the right to provide supplementary air-conditioning
equipment. Prior to installation of any additional air-conditioning equipment,
Landlord will review with Tenant the cost, installation and maintenance cost of
said equipment and said cost shall be paid by Tenant upon demand.
3.4 Landlord Not To Be Liable. Landlord shall not be liable for failure to
furnish or cause to be furnished any of the foregoing services when such failure
is caused by accidents or conditions beyond the control of the Landlord, or by
necessary repairs, labor disturbances or labor disputes of any character,
whether resulting from or caused by acts of Landlord or otherwise; provided,
however, that in any such events, Landlord shall make a prompt and diligent
effort to cause the resumption of such services. Landlord shall not be liable
under any circumstances for loss of or injury to property, however occurring,
through or in connection with or incidental to the furnishing of any of the
foregoing, nor shall any failure relieve Tenant from the duty to pay the full
amount of rent herein reserved, or constitute or be construed as a constructive
or other eviction of Tenant. If Tenant is in default beyond any applicable
notice and/or grace period under this Lease, Landlord shall have the right, at
Landlord's option, to suspend or discontinue the foregoing services, or any
thereof, during the continuance of any such default, beyond any applicable
notice and/or grace period and any such suspension or discontinuance shall not
be deemed to be an eviction or ejection of Tenant.
4.
PREPARATION AND ACCEPTANCE OF PREMISES
4.1 Condition of Premises on Delivery. The Premises are rented "as-is",
without any additional services or improvements to be provided by Landlord
unless otherwise specified in Exhibit "E" attached hereto. Taking possession of
the Premises by Tenant shall be conclusive evidence as against Tenant that the
Premises and the Project were in good and satisfactory condition when possession
was taken.
4.2 Tenant Improvements. Prior to the commencement of the term of this
Lease, Landlord shall substantially complete the work, if any, as may be
required to be done as specified in Lease Summary Page. Landlord's time to
complete such work, if any be specified in Lease Summary Page, shall be extended
by one day for each day of delay resulting from interference with or hindrance
of such work by Tenant, or any of Tenant's employees, servants, or agents, for
changes in such work requested by Tenant and agreed to by Landlord and for
delays caused by the failure of Tenant or Tenant's contractor to timely and
properly complete any of Tenant's work in the Premises. Neither such delays or
any other delay shall make this Lease void or voidable or alter or affect any of
the terms hereof and Tenant shall not be entitled to any abatement of rent
therefor; and all claims for damages arising out of any delay are waived and
released by Tenant.
5.
QUIET ENJOYMENT
Tenant, upon keeping, observing and performing all of the covenants and
agreements of this Lease on its part to be kept, observed and performed, shall
lawfully and quietly hold, occupy and enjoy the Premises during the term of this
Lease, subject, however, to the covenants, agreements, terms, provisions and
conditions of this Lease and to underlying mortgages to which this Lease is
subject and subordinate.
6.
REPAIRS AND RE-ENTRY
6.1 Tenant's Obligations. Tenant will, at Tenant's own cost and expense,
repair or replace any damage done to the Project or any part thereof, caused by
Tenant or Tenant's agents, employees, invitees, or visitors. If Tenant fails to
promptly make such repairs or replacements within fifteen (15) days of the
occurrence of the event causing such damage, Landlord may, at its option, make
such repairs and replacements itself, and Tenant shall repay the cost thereof to
Landlord on demand as Additional Rent. Tenant shall take good care of the
Premises and the fixtures and improvements therein and shall not commit or allow
any waste or damage to be committed on any portion of the Premises, and shall,
upon termination of this Lease, deliver up the Premises (except as otherwise
herein provided) in substantially the same condition as accepted by Tenant on
commencement date, reasonable wear and tear excepted, and shall deliver to
Landlord all keys to the Premises.
6.2 Landlord's Obligations. Landlord shall make repairs, restorations and
replacements as and when needed to the Premises which are not the requirement of
the Tenant or other Tenants of the Project.
6.3 Re-Entry by Landlord. Upon termination of this Lease, Landlord shall
have the right to re-enter and assume possession of the Premises, and the cost
and expense of any repairs necessary to restore the condition of the Premises to
the condition in which they are to be delivered to Landlord shall be borne by
Tenant.
7.
ALTERATIONS BY TENANT AND TENANT FIXTURES
7.1 Tenant Alterations. Tenant will not make or allow to be made any
alterations, additions or improvements ("Tenant Alterations") in or to the
Premises without the prior written consent of Landlord, which will not be
unreasonably withheld. Tenant shall pay or cause to be paid all costs for work
done by it or caused to be done by it on the Premises of a character which will
or may result in liens on Landlord's interest therein and Tenant will keep the
Premises free and clear of all mechanic's liens, and other liens on account of
work done for Tenant or persons claiming under it. Tenant shall indemnify and
hold Landlord harmless against any liability, loss, damage, costs or expenses,
including attorneys fees, on account of any claims of any natures whatsoever
relating to Tenant Alterations, including claims of liens of laborers or
material men or others for work performed for, or materials or supplies
furnished to Tenant or persons claiming under Tenant. All Tenant Alterations
(whether temporary or permanent in character) made in or upon the Premises,
either by Landlord or Tenant, shall be Landlord's property on termination of
this Lease and shall remain on the Premises, without compensation to Tenant.
7.2 Tenant Fixtures and Other Property. All built-in furniture,
cabinetwork, movable business and trade fixtures and equipment installed by
Tenant shall be removed by Tenant at the termination of this Lease if Tenant so
elects, and shall be so removed if required by Landlord, or if not so removed,
shall, at the option of Landlord, become the property of Landlord. All such
removals and restoration shall be accomplished in good and workmanlike manner
so as not to damage the Premises or the Project. Any damage to the Premises
caused by installation, alteration or removal of Tenant's fixtures or equipment
shall be repaired at the expense of Tenant.
8.
ASSIGNMENT AND SUBLETTING
8.1 Prohibition of Assignment and Other Transfers. Tenant shall not, except
as otherwise provided herein, without the prior written consent of Landlord
which consent shall not be unreasonably withheld: (a) assign, mortgage, pledge,
encumber or otherwise transfer this Lease or any interest under the Lease; or
(b) sublease all or any part of the Premises. The consent of Landlord to any
assignment, other transfer or sublease of this Lease and the term and estate
hereby granted shall not relieve Tenant of the obligation to obtain such consent
to any further assignment or other transfer.
8.2 Proposed Assignment and Subleases. If Tenant desires to assign or
sublease this Lease or any part hereof, then at least thirty (30) days, but not
more than one hundred eighty (180) days, prior to the date, when Tenant desires
the assignment or sublease to be effective (the "Transfer Date"), Tenant shall
give Landlord a Notice (the "Assignment Notice") which shall set forth the name,
address and business of the proposed assignee or sublessee, the Transfer Date,
information (including references) on the credits and financial condition of the
proposed assignee or sublessee and such other material as Landlord shall
reasonably require. Landlord shall within thirty (30) days following the
Assignment Notice notify Tenant in writing that Landlord elects to (a) either
disapprove the proposed assignee or sublessor; (b) terminate this Lease as to
the space so affected as of the date so specified by Tenant, in which event
Tenant will be relieved of all further obligation hereunder as to such space; or
(c) permit Tenant to assign or sublet such space to the proposed assignee or
sublessee. If Landlord shall fail to notify Tenant in writing of such election
within said thirty (30) day period, Landlord shall be deemed to have elected to
approved the proposed assignee or sublessee. If the Rent agreed to by Tenant
and its subtenant and assignee is greater than the rent payable under this
Lease, such excess Rent shall be paid to Landlord at the same time and in the
same manner as the Basic Rent.
8.3 Tenant to Remain Liable. Notwithstanding any assignment or subletting,
Tenant and any guarantor of Tenant's obligations under this Lease shall at all
times remain fully responsible and liable for the payment of all Rent under this
Lease and for compliance with all of Tenant's other obligations under this
Lease.
8.4 Landlord's Assignment. Landlord may sell, transfer, mortgage, encumber
or assign the Project or this Lease. Within ten (10) days after request by
Landlord, upon such sale, transfer, mortgage, encumbrances or assignment, by
Landlord, Tenant shall execute, acknowledge and deliver a certificate ("Estoppel
Certificate") in recordable form certifying: the capacity of the person
executing such certificate and that such person is duly authorized to execute it
on behalf of Tenant; the commencement date of this Lease and the date upon which
the Term expires; that this Lease is unmodified and in full force and effect (or
if modified, in full force and effect as modified); that, to the best of
Tenant's knowledge, Landlord is not in default thereunder, that there are no
defenses or offsets thereto known to Tenant (if such be the case); and the date
to which Rent has been paid.
9.
USE OF THE PREMISES
9.1 Legal Use and violations of Insurance Coverage. Tenant shall use the
Premises in a careful, safe and proper manner and shall not occupy or use, or
permit any portion of the Premises to be occupied or used, for any business or
purpose which is unlawful or deemed to be disreputable in any manner, nor shall
Tenant permit anything to be done which will in any way increase the risk of
fire, any hazard, loss of rent, casualty or other loss of value to the Project,
and/or its contents, and in the event that, by reason and acts of Tenant, there
shall be any increase in the rate of any insurance policy on the Project or its
contents, created by Tenant's acts or conduct of business, then Tenant hereby
agrees, upon documentation of such increase by Landlord, to pay such increases
as Additional Rent.
9.2 Compliance with Law. The Leases Premises shall not be used or permitted
by the Tenant to be used in violation of any law or ordinance. Tenant shall
maintain the Leased Premises in a clean and sanitary manner and shall comply
with all laws and requirements of all governmental entities, including federal,
state, county, and municipal, relating to the Tenant's use and occupancy of the
Leased Premises, whether those laws and requirements are now in force of
subsequently enacted. Failure by the Tenant to comply with any such laws or
requirements as defined herein shall constitute grounds for termination of this
Lease by Landlord.
9.3 Nuisance; Rules and Regulations. Tenant shall conduct its business in
such manner as not to create any nuisance, or interfere with, or disturb any
other Tenant, or Landlord in its management of the Project. Tenant shall
observe and comply with the Rules and Regulations set forth in attached Exhibit
A and such other and further reasonable Rules and Regulations which Landlord at
any time may make and communicate to Tenant and apply to Tenants and occupants
of the Project generally and which, in the reasonable judgment of Landlord,
shall be necessary for the operation, maintenance, reputation or appearance of
the Project.
10.
INDEMNITY/LIABILITY
10.1 Indemnity By Tenant. Tenant shall indemnify, defend, protect, and hold
harmless Landlord from and against any and all claims, losses, proceedings,
damages, causes of action, liability, costs and expenses (including attorney's
fees) arising from or in connection with, or caused by any act, omission or
negligence of Tenant or any sublessee of Tenant, or their respective
contractors, licensees, invitees, agents, servants or employees, on or about the
Premises or the Project, to the extent permitted by law; and if any action or
proceeding be brought against Landlord by reason of any such claim, Tenant upon
notice from Landlord, shall defend the same at Tenant's expense by counsel
satisfactory to Landlord. Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to property or injury to persons in,
upon or about the Premises arising from any cause other than Landlord's gross
negligence or wilful misconduct, and Tenant hereby waives all claims in respect
thereof against Landlord. These provisions are in addition to, and not in lieu
of, the insurance required to be provided elsewhere in this Lease.
10.2 Landlord Not To Have Liability. Tenant hereby assumes all risks and
liabilities of a landowner in the possession, use or operation of the Premises.
Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's
business or any loss of income therefrom or for damages to the goods, wares,
merchandise or other property of Tenant, Tenant's employees, invitees,
customers, contractors, workers, or any other person in or about the Premises,
nor shall Landlord be liable for injury to the person of Tenant, Tenant's
employees, agents or contractors, where such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air-conditioning or lighting fixtures, or from any other cause,
whether the said damage or injury results from conditions arising upon the
Premises or from other sources or places and regardless of whether the cause of
such damage or injury or the means of repairing the same is inaccessible to
Tenant. Landlord shall not be liable or responsible for any injury, loss or
damage to any property or person occasioned by theft, fire, act of God, public
enemy, injunction, riot, strike, insurrection, war, court order, requisition, or
order of governmental body of authority, or other matter beyond the control of
Landlord. Nothing contained herein shall be construed as excusing Landlord from
liability for its gross negligence or intentional misconduct.
10.3 Mutual Release and Waiver of Subrogation. Landlord and Tenant each
hereby waives, and releases the other from any claim or liability for damage to
such party's property occurring during the Term which is covered by insurance.
Each party shall cause the property hazard insurance carried by it, with respect
to the Project, the Premises or such party's other property located therein, to
be endorsed, if necessary, to prevent any invalidation of such insurance by
reason of the waivers and releases contained in this Section, provided such
endorsement can be obtained at no cost. If additional costs are involved, the
party carrying such insurance shall give the other party the opportunity to
apply for such endorsement.
10.4 Transfer of Ownership. Upon the sale or transfer of the Project, the
obligations and duties, of the Landlord selling or transferring the Project
under the Lease shall terminate, except as to liabilities that shall have
accrued prior to the transfer or which are the result of the conduct of that
Landlord.
10.5 Express Agreement. This Lease shall be considered an express agreement
governing any case of damage to or destruction of the Project or the Premises by
fire or other casualty, and any law which purports to govern the rights of
Landlord and Tenant in such a contingency in the absence of express agreement,
and any successor or other law of like import shall have no application.
11.
ACCESS FOR REPAIRS AND INSPECTION
Landlord and Landlord's agents shall have the right to enter the Premises at all
reasonable hours to examine them, to show them to prospective purchasers,
mortgagees or Tenants, and to make and perform such cleaning, maintenance,
repairs, alterations, improvements or additions as Landlord may deem necessary
or desirable for the safety, improvement, or preservation of the Premises or of
other portions of the Project, without such acts constituting an eviction of
Tenant in whole or in part or entitling Tenant to any abatement of rent by
reason of loss or interruption of business of Tenant, or otherwise provided that
such activities do not materially adversely affect Tenant's business operations.
If Tenant shall not be personally present to open and permit an entry in the
Premises, at any time when for any reason an entry therein shall be necessary or
permissible, Landlord or Landlord's agents may enter the Premises by use of a
master key, or in any emergency may forcibly enter the Premises, without
rendering Landlord or Landlord's agents liable therefor (provided that during
such entry Landlord or Landlord's agents shall accord reasonable care to
Tenant's property), and without in any manner affecting the obligations and
covenants of this Lease. Landlord shall have the right to erect, build, use and
maintain unexposed pipes, ducts and conduits in and through the Premises.
12.
FIRE AND OTHER CASUALTY
12.1 Major Casualty. If the Premises, or the Project, shall be so damaged
by fire or other casualty as to render the Premises untenantable, and if such
damage shall be so great that an architect selected by Landlord shall certify in
writing to Landlord that the Premises, with the exercise of reasonable
diligence, but without the payment of overtime or other premiums, cannot be made
Tenantable within one hundred twenty (120) days from the happening of the fire
or other casualty, or if insurance proceeds are not made available to Landlord
for repair of such damages, then, in either event, this Lease may be terminated
by Landlord as of the date of the occurrence of the fire or other casualty by
giving thirty (30) days written notice to Tenant of such termination. Upon such
notice of termination, Tenant shall surrender to Landlord the Premises and all
interest therein under this Lease, and Landlord may re-enter and take possession
of the Premises and remove Tenant therefrom. Landlord and Tenant shall be free
and discharged from all obligations arising under this Lease after the date of
such termination. If, however, the damages shall be such that Landlord's
architect shall certify that the Premises can be made Tenantable within the one
hundred twenty (120) day period from the happening of the fire or other casualty
and insurance proceeds are made available to Landlord for repair of such damage
or if Landlord does not terminate this Lease as set forth above, then, except as
hereinafter provided, Landlord shall, with reasonable promptness, repair the
damage so done except that Landlord shall not be required to repair, replace or
restore any items which Tenant is obligated to repair or replace. Until such
repair is substantially completed, the Base Rent shall be abated in proportion
to the part of the Premises which is unusable by Tenant in the reasonable
conduct of its business or profession. There shall be no abatement of Base Rent
by reason of any portion of the Premises being unusable for a period of fifteen
(15) days or less. If the damage is due to the fault or negligence of Tenant or
Tenant's employees, agents or invitees, there shall be no abatement of Base
Rent.
12.2 Reparable Casualty. If the Premises, without the fault or negligence
of Tenant, shall be damaged by fire or other casualty but not so as to render
them untenantable and insurance proceeds are made available to Landlord,
Landlord shall cause the damage to be repaired with reasonable promptness and
there shall be no abatement of Base Rent or any other amounts due under this
Lease. If the fire or other casualty causing damage to the Premises or other
parts of the Project have been caused by Tenant or Tenants employees, agents or
invitees, such damage shall be repaired by Landlord and the amount paid for such
repair shall be immediately due from Tenant to Landlord with interest at the
Default Rate from the dates of Landlord's payments.
12.3 Landlord's Election. If the Project is so damaged by fire or other
casualty (although the Premises are unaffected by such fire or other casualty,
or if affected, can be repaired within one hundred twenty (120) days) that
Landlord shall deem it advisable to reconstruct, rebuild or raze the Project,
then, notwithstanding anything contained herein to the contrary, this Lease may
be terminated by Landlord as of the date of the occurrence of the fire or other
casualty by giving written notice to Tenant of such termination within thirty
(30) days after the occurrence of the fire or other casualty. Upon such notice
of termination, Tenant shall surrender to Landlord the Premises and all interest
therein under this Lease, and Landlord may re-enter and take possession of the
Premises and remove Tenant therefrom. Landlord and Tenant shall be free and
discharged from all obligations arising hereunder after the date of such
termination.
13.
CONDEMNATION
13.1 Condemnation. Upon any taking under the power of eminent domain, or
sale under threat of the exercise of said power ("Condemnation") of the whole or
a substantial part of the Project, the Premises or the parking area that shall
substantially interfere with Tenant's use and occupancy of the balance thereof,
this Lease shall, at the election of either Tenant or Landlord exercised by
either party giving written notice to the other of such termination, terminate
as of the date the condemning authority takes title or possession, whichever
first occurs. Upon Condemnation of any part of the Project which shall not
render the Premises untenantable, Landlord shall have the right, at its option,
to terminate this Lease as of the date the condemning authority takes title or
possession, whichever first occurs. No award from the condemning authority
shall be apportioned, and Tenant hereby assigns to Landlord any award which may
be made, together with any and all rights of Tenant now or hereafter arising in
or to such award or any part thereof; provided, however, that Tenant may receive
any award for Tenant's property and fixtures removable by Tenant at the
expiration of the Term under the terms of this Lease, or for the interruption
of, or damage to Tenant's business or for relocation expenses recoverable
against the condemning authority.
13.2 Restoration After Partial Taking. If there is a Condemnation which
does not result in a termination of this lease, Landlord shall, to the extent of
any funds received from the condemning authority for repair or restoration,
restore the Project or Premises substantially to their condition prior to such
partial Condemnation and Rent shall be abated in the proportion which the square
footage of the part of the Premises so made unusable bears to the amount of
useable square footage immediately prior to the Condemnation. No temporary
taking of a part of the Premises or of the Project shall give Tenant any right
to terminate this Lease or to any abatement of Rent.
14.
LIEN FOR RENT
In consideration of the mutual benefits arising under this contract, Tenant
grants a security interest to Landlord in all property of Tenant now or
hereafter placed in or upon the Premises and such property is hereby subjected
to a lien in favor of Landlord and shall be and remain subject to such lien of
Landlord for payment of all rents and other sums agreed to be paid by Tenant
herein. Such liens shall be in addition to the cumulative of the Landlord's
liens provided by law. Promptly upon request by Landlord, Tenant shall execute
any UCC-1 Financing Statement evidencing and perfecting said lien.
15.
HOLDOVER
On the last day of the Term of the Lease, or on any sooner termination, Tenant
shall surrender the Leased Premises to the Landlord in good condition, ordinary
wear and tear accepted, free from all of Tenant's personal property, trade
fixtures, furnishings and equipment. This Lease shall terminate without
further notice upon the expiration of the term. If Tenant or any person
claiming through or under Tenant is in possession of any part of the Premises
after the expiration of the term, without the express consent of Landlord, such
tenancy shall be from month-to-month only, and not a renewal of this Lease or an
extension for any further term, and such month-to-month tenancy shall be subject
to each and every term, covenant and agreement contained herein, except that
Base Rent shall be increased to one hundred fifty percent (150%) of the amount
of Base Rent payable by Tenant during the last month of the Term, for each
month, or portion thereof, that Tenant remains in possession. Nothing in this
Section shall be construed as a consent by Landlord to any continued possession
by Tenant and Landlord expressly reserves the right to require Tenant to
surrender possession of the Premises upon the expiration of the Term or upon the
earlier termination hereof and to assert any remedy in law or equity to evict
Tenant and/or collect damages in connection with such continued possession. If
Tenant fails to surrender the Premises upon the expiration of this Lease despite
demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless
from all loss or liability, including without limitation, any claim made by any
succeeding tenant relating to such failure to surrender. Acceptance by Landlord
of rent after the termination shall not constitute a consent to a holdover or
result in a renewal of this Lease. The foregoing provisions of this Section are
in addition to and do not affect Landlord's right of re-entry or any other
rights of Landlord under this Lease or at law. If Tenant fails to surrender the
Leased Premises to Landlord on the expiration of the Lease, as required by this
section, Tenant shall hold Landlord harmless from all damages resulting from
Tenant's failure to vacate the Leased Premises, including, without limitation,
claims made by any succeeding tenant resulting from the Tenant's failure to
surrender the Leased Premises.
16.
INSURANCE
16.1 Landlord's Insurance. Landlord shall at all times during the term of
the lease, as an operating cost, procure and maintain in force and effect a
Broad Form policy or policies of insurance covering the Project. At Landlord's
option, Landlord may procure endorsements thereon for flood, earthquake,
tornado, theft and collapse, or such other coverages as Landlord deems
appropriate. Landlord may also obtain a Comprehensive Package policy of
liability insurance (including contractual liability), employer's liability
insurance, excess liability insurance and such other insurance as Landlord deems
necessary or appropriate. Any insurance carried by Landlord may be under a
blanket policy (or policies) covering other properties of Landlord and/or its
related or affiliated entities.
16.2 Tenant's Insurance - Liability. Tenant shall keep in force with
respect to the Premises and Tenant's business and other activities therein
Commercial Package liability insurance, including contractual and personal
injury liability, payable on an occurrence basis, with a minimum combined limit
of $1,000,000, naming Landlord and Landlord's manager for the Project as
additional insureds.
16.3 Tenant's Insurance - Other. Tenant shall carry and maintain a Broad
Form policy of insurance covering all of Tenant's property and all alterations,
additions or improvements permitted under this Lease, from time to time in, on
or upon the Premises in an amount not less than ninety percent (90%) of their
full replacement cost from time to time during the term of this Lease, providing
coverage for sprinkler damage, vandalism and malicious mischief. Such insurance
shall name Landlord and Landlord's manager for the Project as additional
insureds.
16.4 Evidence of Insurance. Tenant shall deliver to Landlord policies or
duly executed certificates of insurance. Renewals shall be delivered to
Landlord at least ten (10) days prior to the expiration of the respective policy
terms.
16.5 No Representation of Adequate Coverage. Landlord makes no
representation that the limits or forms of coverage of insurance specified in
this Paragraph 16 are adequate to cover Tenant's property or obligations under
this lease.
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17.
DEFAULT
Default shall be defined as: (a) Failure to pay Rent; (b) Abandonment or
vacation of the Leased Premises; ( c) Failure to perform any provision of this
Lease, when that failure continues for a period of three (3) days after notice
by Landlord. The occurrence of any one or more of the events set forth in
Sections 17.1, 17.2 and 17.3 shall constitute a material default and breach of
this Lease by Tenant.
17.1 Non-Payment of Rent. The failure of Tenant to make any payment of Rent
as and when due, where such failure shall continue for a period of three (3)
days after notice from Landlord that said payment is delinquent.
17.2 Breach. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of the Lease to be observed or performed by
Tenant, other than the failure to pay Rent where such failure shall continue for
a period of ten (10) days after written notice thereof from Landlord to Tenant.
17.3 Insolvency. (a) The making by Tenant of any general arrangement or
assignment for the benefit of creditors; (b) Tenant becomes a "debtor" as
defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in
the case of a petition filed against Tenant, the petition is dismissed within
thirty (30) days; (c) the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant interest in this Lease, where possession is not restored to Tenant within
fifteen (15) days; or (d) the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged within fifteen (15)
days.
17.4 Abandonment. The abandonment or vacation of the Premises by Tenant and
Tenant's failure to make rent payments beyond any applicable notice and/or grace
period.
17.5 Remedies. Upon default by Tenant, Landlord shall have the right, but
not the obligation, to re-enter and take the Premises and resume possession
thereof and thereafter to re-let same for the remainder of the period of the
Term specified in this Lease; and if the Rent received through such reletting is
not at least equal to the Rent provided for in this Lease, Tenant shall pay and
satisfy any deficiencies between the amount of the Rent called for and that
received through reletting, and all expenses incurred as a result of such
reletting including, but not limited to the cost of renovating, altering, and
decorating for a new occupant. Nothing herein shall be construed as in any way
denying Landlord the right, in case of any default by Tenant to treat the
default as an entire breach of the Lease and at Landlord's option immediately
xxx for any and all damages occasioned to Landlord thereby. Should Landlord
terminate this Lease and thereafter seek relief pursuant to Section 1951.2 of
the California Civil Code, interest shall be allowed upon unpaid rent, and/or
late penalties, etc., for the purposes of Section 1941.2(b), at ten percent
(10%) per annum. Any proof by Tenant under subparagraphs (2) or (3) of
subdivision (a) of Section 1951.2 of the California Civil Code, as the amount of
rental loss that could be reasonably avoided, shall be made in the following
manner: Landlord and Tenant shall each select a licensed real estate broker in
the business of renting property of the same use as the Premises and in the same
geographic vicinity, and such two real estate brokers shall select a third
licensed real estate broker and the three licensed real estate brokers so
selected shall determine the amount of the rental loss that could be reasonably
avoided for the balance of the term of this Lease after the time of award. The
decision of the majority of said licensed real estate brokers shall be final and
binding upon the parties hereto. Until Landlord elects to terminate this lease,
Landlord shall have the remedy provided for in Section 1951.4 of the of the
California Civil Code.
17.6 Late Charges. Tenant acknowledges that late payment by Tenant to
Landlord of Base Rent, operational expenses or other monies that come due from
time to time will cause Landlord to incur costs not contemplated by this lease.
The exact amount of said costs will be difficult to ascertain. Such costs would
include processing and accounting charges, late charges which may be imposed on
Landlord by the terms of any mortgage or ground lease covering this Project.
Accordingly, if any installment of Base Rent, Additional Rent or operating
expenses due from Tenant shall not be received by Landlord or his designee
within TEN (10) DAYS after such amount shall be due, then without further notice
or demand Tenant shall pay to Landlord a late charge of Ten Percent (10%) of
such overdue amount. Both parties agree that such late charge represents a fair
and reasonable estimate of the costs that Landlord will incur by reason of the
late payment by Tenant. All payments received by Landlord (including credits)
will be applied to the oldest accrued charge(s) first. Acceptance of a late
charge by Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any
other rights and remedies he may have under this Lease.
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18.
OPERATING EXPENSES
18.1 Operating Expenses Defined. "Operating Expenses", as used in this
Lease, means all amounts paid or accrued by Landlord per calendar year for the
operation and maintenance of the Project or the land on which it is situated,
and the equipment, fixtures and facilities used in connection therewith,
including the parking area. Operating Expenses includes, but is not limited to
the cost of utilities, building supplies, janitorial and window cleaning
services, normal maintenance and repair of the Project and the common areas
(including elevators, if any, and the periodic refurbishing of the common
areas), heating and air-conditioning, waste disposal, lighting, maintenance of
fire protection and security systems, planting and landscaping, landscape
maintenance, taxes (defined below), insurance premiums (including boiler and
machinery, fire and extended coverage, earthquake, flood, rental and public
liability insurance), and all labor, supplies, materials, tools, professional
fees, management fees, wages, salaries and payroll burden of the Project
manager, clerical maintenance and other employees directly associated with the
operation of the Project, (including Project office rent or rental value, office
supplies and materials, and all other items constituting operating and
maintenance costs in connection with the Project and land according to generally
accepted accounting principles). Operating Expenses shall not include the
following: (a) depreciation of the Project, (b) leasing commissions, (c)
repairs and restorations paid for by the proceeds of any insurance policy or (d)
construction of improvements of a capital nature, except for the cost, or a
portion thereof properly allocable to the Project, of any capital improvements
made to the Project specifically to reduce Operating Expenses, or required to be
made to the Project specifically to reduce Operating Expenses, or required to be
made to the Project under any governmental law or regulation not applicable to
the Project at the time it was constructed. Such cost shall be amortized over
such reasonable period of time as Landlord shall determine, (e) ground rent, (f)
debt service, (g) income and franchise taxes other than that portion, if any, of
income and franchise taxes which may hereinafter be assessed and paid in lieu of
or as a substitute in whole or in part for Taxes.
18.2 Payment of Operating Expenses. It is mutually agreed that the
calculation of the actual annual increase in the operating expenses, for each
individual unit of the Xxxx Xxxxx Executive Guild Project, is difficult, costly,
and time consuming. Therefore, it is agreed that in lieu of Tenant paying the
actual increase in the operating expenses, Tenant shall pay an amount equal to
the increase in the Consumer Price Index ("CPI") for the greater Los Angeles,
Anaheim, Riverside (California) areas as promulgated by the U. S. Department of
Labor, Bureau of Labor Statistics, on the first day of the month following each
annual anniversary of the commencement date of the lease, multiplied by the then
current monthly lease payment. Said increase shall be in an amount not less
than one percent (1%) nor greater than three percent (3%) per annum, times the
then current Base Rent amount. For each subsequent annual anniversary date of
the lease, the Tenant's share of the annual increase in operating expenses, if
any, shall be calculated in like manner.
For example: With a Lease commencement date of March 1, 2005 and the CPI
published for March, 2006 is two percent (2%) higher than the previous year,
and the thirteenth (13th) month Base Rent payment is $4,001.25, the monthly
operating expense is determined as follows:
$4,001.25 x .02 = A $80.02 increase per month. Such monthly increase shall
commence with the thirteenth (13th) month of occupancy.
18.3 Personal Property Taxes. Tenant shall be liable for and shall pay
before delinquency all taxes, and penalties and interest thereon, if any, levied
against Tenant's furniture, trade fixtures and equipment, and any other personal
property of Tenant situated or installed in and upon the Premises. For the
purposes of determining the amount of such taxes, figures supplied by the county
assessor's office or other taxing authority as to the amount thereof shall be
conclusive.
19.
SECURITY DEPOSIT
$5,000.00. Landlord hereby acknowledges prior receipt of a total of $18,000.00
as Security Deposits from Tenant. By mutual agreement, $6,000.00 has been
utilized as a credit to Tenant's Outstanding Balance and $7,000.00 as a Security
Deposit for an additional Lease contract for space (Suite P-3) being
concurrently occupied by Tenant. The remaining amount of $5,000.00 shall be
utilized as a Security Deposit for Suite K-103.
If Tenant defaults with respect to any provision of this Lease, including but
not limited to the provisions relating to the payment of Rent, pursuant to Civil
Code 1950.5, Landlord may use, apply or retain all or any part of the Security
Deposit for the payment of any Rent or for the payment of any other amount which
Landlord may spend or become obligated to spend by reason of Tenant's default or
to compensate Landlord for any other loss, cost or damage which Landlord may
suffer by reason of Tenant's default. If any portion of the Security Deposit is
so used or applied, Tenant shall, within five (5) days after written demand
therefor deposit cash with Landlord in an amount sufficient to restore the
Security deposit to the amount first deposited, and Tenant's failure to do so
shall be a material breach of this Lease. Should Tenant faithfully perform all
of the terms, covenants and conditions of this Lease and be in possession of the
Premises at the end of the Term, the amount of the Security Deposit shall be
repaid by Landlord to Tenant at the end of the Term.
20.
UNDERLYING MORTGAGES
20.1 Subordination. This Lease and the term and estate hereby granted are
and shall be subject to subordinate to the lien of each mortgage which may now
or at any time hereafter affect Landlord's interest in the Project, (an
"underlying Mortgage") at the option of the Landlord or Landlord's Mortgagee,
regardless of the interest rate, the terms or repayment, the use of the proceeds
or any other provision of any such mortgage. Each holder of each Underlying
Mortgage shall have the right, exercisable at such holders' sole option at any
time, to cause any of the Underlying Mortgages which such holder owns to be and
become subordinate and inferior to the lien and charge of this Lease by
delivering Notice of such exercise to Tenant. Tenant shall from time to time
execute and deliver such instruments as Landlord or the holder of any Underlying
Mortgage, may reasonably request to confirm the status of this Lease as provided
in this Section 20.
20.2 Attornment to Mortgagee. Tenant confirms that if by reason of a
default under any Underlying Mortgage the holder of such Underlying Mortgage or
its successor or assignee in interest becomes the Landlord hereunder, Tenant
shall attorn to, and shall recognize such holder as Tenant's Landlord under this
Lease. Tenant shall execute and deliver, at any time and from time to time,
upon request of Landlord or of the holder of any Underlying Mortgage, an
instrument which may be reasonably necessary or appropriate to evidence such
attornment. Tenant waives the provisions of any statute or rule of law now or
hereafter in effect which may give or purpose to give Tenant any right or
election to terminate this Lease or to surrender possession of the Premises in
the event any proceeding is brought by the holder of the Underlying Mortgage to
acquire Landlord's interest hereunder.
20.3 Landlord's Default. In the event of any act or omission by Landlord
which pursuant to this Lease or by law would give Tenant the right to terminate
this Lease, Tenant shall not exercise such right unless or until (a) it has
given written Notice of such act or omission to the holder of each Underlying
Mortgage who has previously given Tenant written Notice of the existence of such
Underlying Mortgage and (b) a reasonable period of time for remedying such act
or omission shall have elapsed following the giving of such Notice.
20.4 Non-Disturbance. Notwithstanding anything contained in this Section,
as a condition to the attornment of subordination obligations set forth in this
Section, this Lease and the leasehold estate hereby created shall not be
extinguished or terminated or the possession or the right of Tenant (including
the rights with respect to enjoyment and removal of Tenant's property) be
disturbed so long as this Lease shall be in force and no material default by
Tenant exists and the Underlying Mortgagee shall enter into a non-disturbance
and attornment agreement at the request of Tenant in form and substance
reasonably acceptable to Tenant, Landlord and such Underlying Mortgagee.
20.5 Estoppel Certificates. Tenant shall promptly upon request of Landlord,
delivery to Landlord for the holder of the Underlying Mortgage an Estoppel
Certificate.
21.
PARKING PROVISIONS
21.1 Unassigned Parking. Tenants at the XXXX XXXXX EXECUTIVE GUILD have the
right to the use of four (4) parking spaces per 1,000 sq. ft. of rentable space.
Tenant shall have the right to use eleven (11) unassigned automobile parking
spaces located in the uncovered surface parking area for which there shall be no
monthly charge.
21.2 Landlord Not To Be Liable. Tenant, its agents, employees, customers,
business invitees, and all persons using the drives and parking areas do so at
their own risk and Landlord shall not be responsible for, or in any way have any
obligation or liability for, any damage, loss, theft, or injury to any vehicle
or other equipment, any contents thereof or any other personal property or for
the death or injury to any person while located in or entering or exiting any
portion of the drives and parking area. Landlord shall have the right at any
time to change the arrangement or location of the assigned or unassigned spaces
without incurring any liability to Tenant or entitling Tenant to any abatement
of any parking fee.
22.
HAZARDOUS MATERIALS
22.1 Landlord's Representation and Indemnity as to Hazardous Materials.
Landlord represents and warrants that no Hazardous Materials are present on or
affect the Premises or the Project, and Landlord agrees to indemnify and hold
Tenant harmless for costs of any monitoring, testing, removal cleanup or
compliance with the laws of any federal, state or local government having
jurisdiction over Hazardous Materials which Landlord may cause or permit to be
present, discharged, stored or disposed on the Premises during the Term.
22.3 Freon. Tenant shall not install any Freon-containing systems or
equipment, including, but not limited to, refrigerators, freezers, supplemental
HVAC systems or self-contained air conditioners.
22.4 Hazardous Materials Defined. "Hazardous Materials", for purposes of
this Section 22, means any substance defined as "hazardous substances",
"hazardous materials", "hazardous waste", "toxic substances", or related terms
by the California Health and Safety Code, or applicable Federal law from time to
time.
23.
RELOCATION; PROJECT NAME
23.1 Relocation. Landlord shall have the right, at any time upon giving
Tenant a minimum of thirty (30) days' notice in writing, to substitute for the
Premises substantially similar space in the Project. Substantially similar
space shall mean space that is approximately the same size, and has
substantially the same facilities. Landlord will, as Landlord's sole cost and
expense (including the cost of relocating telephone service and the reasonable
cost of new stationary, should the Tenant be relocated to another building),
move Tenant to such substituted space. *The parties hereto agree that, in such
event, this Lease shall remain in full force and effect and be deemed applicable
to such space designated by Landlord and such held space shall thereafter be the
Premises. Should Tenant refuse to permit Landlord to Move Tenant to such new
space at the end of the minimum thirty (30) day period, Landlord shall have the
right to terminate this Lease effective upon a minimum of sixty (60) days from
the date of the original notice from Landlord. Once Landlord gives Tenant the
minimum thirty (30) day notice of intent to relocate, Tenant may terminate the
Lease by giving written notice to the Landlord effective either at the end of
the minimum thirty (30) days or minimum sixty (60) day period after the date of
the notice of intent to relocate. All termination dates to be effective at
calendar-month end.
23.2 Project Name. Landlord shall have the right to name the Project and to
change the name or designation by which the Project is commonly known at any
time. Tenant shall not use the name of the Project for any purpose other than
as the address of the business conducted by Tenant in the Premises. Landlord
shall provide a building directory in a conspicuous place in the Project.
Landlord shall also provide one suite identification sign adjacent to the main
entry door of the Premises in Landlord's standard size and form. Tenant shall
pay Landlord's reasonable charges for any subsequent changes to the directory
listing and identification sign at Tenant's request.
24.
NOTICES
Any notice, demand or request provided for or permitted to be given pursuant to
this Lease must be in writing and shall be properly given and effective when
personally served, when sent by prepaid Western Union telegram or air courier or
when deposited in an official depository under the regular care and custody of
the United States Mail, addressed as specified below, sent by registered or
certified mail, return receipt requested, with postage prepaid. The time period
in which a response of any such mailed Notice must be given, however, shall
commence to run from the date of receipt on the return receipt by the Notice by
the addressee thereof. Rejection or other refusal to accept or the inability to
deliver because of changes in address of which no notice was given shall be
deemed to be receipt of the notice. Notices shall be addressed as follows:
To Landlord: Southern California Sunbelt Developers, Inc. - JWA
0000 Xxxx Xxxxxxxx Xxx., Xxxxx 000
Xxxx, Xxxxxxxxxx 00000
With a copy to the leasing agent on the Premises:
Xxxx Xxxxx Executive Guild Leasing Xxxxxx
0000 Xxxxxx Xxxxxx, Xxxxx X-000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Leasing Agent/Project Manager
To Tenant: GTC Telecom, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx X-0
Xxxxx Xxxx, Xxxxxxxxxx 00000
Notice of change of address shall be given in the same manner as prescribed
herein for other Notices.
25.
BROKER'S OR AGENT'S COMMISSION
There are no claims for brokerage commission or finder's fees in connection with
the execution of this Lease, except as listed below, and Tenant agrees to
indemnify Landlord and hold Landlord harmless against all liabilities and costs
arising from such claims, including without limitation attorneys' fees in
connection therewith.
BROKER/AGENT: Xxxxxxxx Cove Realty, Inc.
The parties hereby acknowledge that XXXXXXXX COVE REALTY, INC., a California
Corporation ("HCR"), XXX X. XXXX, a California licensed real estate broker, has
a valid listing agreement for the subject property at the XXXX XXXXX EXECUTIVE
GUILD, and in the event a lease is consummated with Landlord and BROKER/AGENT's
client, a commission will be paid to HCR by Landlord. Tenant shall not be
obligated to pay any commission in connection with this lease
26.
GENERAL
26.1 Equal Employment Opportunity. The provisions of Executive Order 11246
(as amended) of the President of the United States on Equal employment
opportunities and the rules and regulations issued pursuant thereto are
incorporated in this lease, and Landlord represents that it will comply with
those provisions unless exempted.
26.2 Place of Performance - Governing Law. Tenant shall perform all
covenants, conditions and agreements contained herein, including, but not
limited to payment of Rent, in Orange County, California. Any suit arising from
or relating to this Lease shall be brought in Orange County, California. This
Lease shall be governed by and construed in accordance with the laws of the
State of California.
26.3 Severability. If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws effective during the Term,
then, and in that event, the parties intend that the remainder of this Lease
shall not be affected thereby, and the parties also intend that in lieu of each
clause or provision of this Lease that is illegal, invalid or unenforceable,
there is added as a part of this Lease a clause or provision as similar in terms
to such illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid and enforceable.
26.4 Inurement. Subject to the provisions of this Lease governing
assignments and transfers by Landlord and Tenant, respectively, the terms,
provisions, covenants, and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon their
respective successors in interest and legal representatives.
26.5 Integration. This Lease and the Exhibits thereto constitute the entire
understanding between Landlord and Tenant. All previous conversations,
memorandums, and writings pertaining to leasing of the Premises not incorporated
or referenced in this Lease are suspended hereby. Any modification hereto must
be made by a separate written instrument. No officer, employee or
representative of Landlord, of Landlord's Manager or of Tenant has the authority
to make any representation or promise not already contained herein or made
pursuant to the within provisions, and Landlord and Tenant expressly agree that
by executing this Agreement, and any other document required herein or caused to
be executed hereby that it is not doing so in reliance upon any representation
or promise which is not set forth herein.
26.6 No Waiver. No delay or failure of Landlord in exercising any right,
privilege or remedy hereunder or any single or partial exercise of any right,
power or privilege shall preclude other or future exercise thereof or the
exercise of any other right, power or privilege. Any waiver, permission or
consent of any kind by Landlord must be in writing and shall be effective only
to the extent provided herein.
26.7 Attorneys' Fees and Arbitration. If Landlord retains the services of
an attorney in connection with the enforcement of its rights or any matter
related to this Lease, Tenant agrees to pay as additional rent the reasonable
attorney's fees incurred by Landlord, within ten (10) days of receipt of a
written demand for the fees, regardless of whether or not any litigation,
arbitration, or other legal proceeding is commenced. If any litigation,
arbitration or other legal proceeding is commenced between any of the parties or
their personal representatives concerning any provision of this lease, or the
rights and duties of any party in relation thereto, the prevailing party in such
litigation or arbitration shall be entitled, in addition to such other relief as
may be granted, to recover their costs and reasonable attorney's fees and
expenses, as costs, in such litigation or arbitration. If any judgment results
from such litigation or arbitration, then the prevailing party shall be entitled
to recover reasonable attorney's fees, expenses and costs of enforcing such
judgment and this post-judgment right to attorney's fees is intended to be
severable from the other provisions of this Agreement, to survive any judgment
contained hereunder, and it is not deemed merged into the judgment. As used
herein, "reasonable attorney's fees", "expenses", and "costs" shall mean the
full and actual costs of any legal services actually performed, calculated on
the basis of the usual fees charged and expenses and costs incurred by the
attorney performing such services.
26.8 Captions. Captions used in this Lease are for ease of reference only
and do not define or limit provisions.
26.9 Authority. If Tenant is a corporation, partnership, trust, association
or other entity, Tenant and each person executing this Lease on behalf of Tenant
hereby covenants and warrants that (a) Tenant is duly incorporated or otherwise
established or formed and validly existing under the laws of its state of
incorporation, establishment or formation, (b) Tenant is duly qualified to do
business in California, (c) Tenant has full corporate, partnership, trust,
association or other appropriate power and authority to enter into this Lease
and to perform all Tenant's obligations hereunder, and (d) each person (and all
of the persons if more than one signs) signing this Lease on behalf of Tenant is
duly and validly authorized to do so.
26.10 Submission of Lease. The submission of this Lease to Tenant for
examination or execution does not constitute a reservation of or option on the
Premises or an agreement to lease the Premises or any other space. This Lease
shall become effective as a lease and Landlord shall become obligated to rent
space to Tenant only upon the execution and delivery of this Lease by Landlord
and Tenant.
26.11 Counterparts. This Lease may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
26.12 Exhibits. The following Exhibits are part of this lease.
A Project Rules and Regulations
B Condominium / Sublease Rider
C Site Plan of Project
D Floor Plan(s) of Premises
E Tenant Improvements
Landlord:
SOUTHERN CALIFORNIA SUNBELT DEVELOPERS, INC.
A California Corporation
By:__/S/ Xxx X. Baer_________ _____3/1/05______________
XXX X. XXXX, President Date
Tenant:
GTC TELECOM, INC.
A Nevada Corporation
By:_/s/ Xxxx Sandhu_________ _____3/3/05_________________
XXXX XXXXXX, President / CEO Date
By:__Paul Sandhu_________ _____3/3/05_________________
XXXX XXXXXX, Individually Dated
By:__Eric Clemons________ _____3/3/05__________________
XXXX XXXXXXX, Individually Dated
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EXHIBIT "A"
PROJECT RULES AND REGULATIONS
EXHIBIT to that Lease dated March 1, 0000 xxxxxxx XXXXXXXX XXXXXXXXXX SUNBELT
DEVELOPERS, INC. ("Landlord"), and GTC TELECOM, INC., A Nevada Corporation; XXXX
XXXXXXX, An Individual; and XXXX XXXXXX, An Individual, Jointly and Severally
("Tenant") for the premises at 0000 Xxxxxx Xxxxxx, Xxxxx X-000, Xxxxx Xxxx,
Xxxxxxxxxx 00000, consisting of approximately 2,425 rentable square feet.
1) Tenant will refer all contractors, contractors' representatives and
installation technicians rendering any service for Tenant to Landlord for
Landlord's supervision and/or approval before performance of any such
contractual services. This shall apply to all work performed in the Project,
including but not limited to installation of telephones, telegraph equipment,
electrical devices and attachments, and installations of any and every nature
affecting floors, walls, woodwork, trim, windows, ceilings, equipment, or any
other physical portion of the Project. No such work shall be done by Tenant
without Landlord's written approval first had and obtained.
2) The work of the janitor or cleaning personnel shall not be hindered by
Tenant after 5:30 p.m., and such work may be done at any time when the offices
are vacant. The windows, doors, and fixtures may be cleaned at any time.
Tenant shall provide adequate waste and rubbish receptacles, cabinets, book
cases, map cases, etc., necessary to prevent unreasonable hardship to Landlord
in discharging its obligations regarding cleaning service.
3) Movement in or out of the Project of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials which requires the
use of elevators or stairways, or movements through the Project entrances or
lobby shall be restricted to the hours designated by Landlord from time to time.
All such movement shall be directed by Landlord and in a manner to be agreed
upon between Tenant and Landlord by prearrangement before performance. Such
prearrangement initiated by Tenant shall include determination by Landlord and
be subject to its decision and control of the time, method, and routing of
movement. Limitations are imposed by safety or other concerns which may
prohibit any articles, equipment or any other item from being brought into the
Project. Tenant expressly assumes all risk of loss or damage to any and all
articles so moved, as well as injury to any person or persons or the public
engaged or not engaged in such movement, including, without limitations,
equipment, property, and personnel of Landlord if damaged or injured as a result
of any acts done or undertaken in connection with carrying out this service for
Tenant from the time of entering property to completion of the work; and
Landlord shall not be liable for the act or acts of any person or persons so
engaged in, or any damage or loss to any property of persons resulting directly
or indirectly from any act done or undertaken in connection with such service
performed by or for Tenant.
4) No sign or signs will be allowed in any form on the exterior of the
Project or on any window or windows inside or outside of the Project and no sign
or signs, except in uniform location and uniform style fixed by Landlord, will
be permitted in the public corridors or on corridor doors or entrances of
Tenant's space. All "special" or large signs will be contracted for by Landlord
for Tenant at the rate fixed by Landlord from time to time, and Tenant will be
billed and pay for such service accordingly. Written consent from Landlord is
an absolute prerequisite for any such sign or signs Tenant may be so permitted
to use.
5) Tenant shall not operate a wholesale or retail establishment such as
food, drink, clothing, etc., without the written consent of Landlord first had
and obtained.
6) Tenant shall not place, install or operate on the Premises or in any part
of the Project, any engine or machinery, or conduct mechanical operations, or
place or use in or about the Premises any explosives, gasoline, kerosene, oil,
acids, caustics, or any other flammable, explosive or hazardous material without
the written consent of Landlord first had and obtained.
7) Landlord will not be responsible for any lost or stolen personal
property, equipment, money or jewelry from Tenant's area or public rooms
regardless of whether such loss occurs when the area is locked against entry or
not.
8) No birds, animals, or bicycles shall be brought into or kept in or about
the Project.
9) Landlord may permit entrance to Tenant's offices by use of pass keys
controlled by Landlord or employees, contractors, or service personnel
supervised or employed by Landlord.
10) None of the entries, passages, doors, elevators, elevators doors,
hallways, or stairways shall be blocked, or obstructed, nor shall any rubbish,
litter, trash or materials of any nature be placed, emptied or thrown into these
areas, nor shall such areas be used at any time except for access or egress by
Tenant, Tenant's agents, employees or invitees.
11) Any plant brought into the Project shall be subject to inspection by
Landlord's maintenance personnel. Any plants found to be carrying disease or
pests shall be removed from the Project immediately upon request by the
Landlord.
12) No Tenant shall at any time occupy any part of the Project as sleeping
or lodging quarters.
13) The water closets and other water fixtures shall not be used for any
purpose other than those for which they were constructed. No person shall waste
water by interfering with the faucets or otherwise.
14) No person shall disturb the occupants of the Project by the use of any
musical instruments, the making of raucous noises, or other unreasonable use.
15) Nothing shall be thrown out of the windows of the Project, or down the
stairways or other passages.
16) Tenant shall not store any materials, equipment, products, etc, outside
the premises as shown on the plans attached hereto.
17) Tenant shall comply with all local and federal codes and ordinances. In
the event of fire or code problems, Tenant shall comply with said requirements.
18) Tenant and its agents, employees and invitees shall observe and comply
with the driving and parking signs and markers on the Project grounds and
surrounding areas.
19) Directories will be placed by the Landlord at Landlords's expense, in
the Project and no other directories shall be permitted.
20) No signs, draperies, shutters, window coverings, decorations, hangings
or obstructions of any type shall be placed on any skylights or any doors or
windows which are visible from outside the premises without prior written
consent of the Landlord.
21) "Project Operating Hours" shall be from 7:00 a.m. to 5:30 p.m. Monday
through Friday, and 8:00 a.m. to 12:00 p.m. on Saturday, but not on Sundays, New
Year's Day, Memorial Day, July 4th, Labor Day, thanksgiving, Christmas or other
legal holidays. Landlord reserves the right to restrict entry to the Project by
unidentified persons during the hours 5:30 p.m. to 7:00 a.m., all hours
Saturdays after 12:00 p.m., and all hours Sundays and legal holidays.
22) The roof is a restricted and unsafe area for unauthorized persons. Only
those specifically authorized by Project management may enter the roof area.
23) Only those with specific authority from Project management may enter the
elevator, electrical, machine and janitor rooms.
24) Tenant will be furnished, free of charge, keys to the door locks of the
premises. Extra keys will be furnished, at Tenant's request, for a reasonable
charge. Tenant may not (a) copy entrance keys; (b) Alter lock or install
additional locks in any door, unless agreed to in writing by Project management.
In such a case, work and materials will be at Tenant's expense and Landlord will
be furnished a key to the lock. All keys furnished Tenants will be returned to
Landlord upon termination of the lease.
25) Only trucks or similar material handling equipment with soft rubber
wheels and side guards will be allowed in the Project. No other vehicle of any
kind will be brought in by the Tenants or kept in its premises.
26) Cooking by any method other than a microwave is prohibited. Brewing
coffee, tea, hot chocolate and similar beverages is provided: (a) Underwriter's
laboratory approved equipment are used for brewing beverages; (b) Applicable
Federal, State and City laws, codes, ordinances, rules and regulations are
followed.
27) Only telephone company technicians authorized by Project management may
enter and work in any telephone room. Tenants who hire a telephone company to
work in the Project are responsible for notifying the company to instruct their
technicians to obtain authority from Project management to enter telephone rooms
and other parts of the Project.
28) Packages, messages, mail, etc., must be delivered direct to Tenant
suites. Project management will not receive or accept them for Tenants.
29) Tenants shall store their trash and garbage in their premises in
receptacles which facilitate disposal methods in the City of Costa Mesa. Boxes,
receptacles, etc., which are used in moving Tenants in the Project will be
removed from the Project by the moving company or Tenant will absorb the cost of
removal. Disposal cost of excessive trash or garbage beyond the normal and
ordinary garbage of an office facility will be the cost of the Tenant.
30) Tenant shall not place a load upon any floor of the Premises exceeding
50 lbs. of live load per square foot. Tenant will pay the fees of the
structural engineer of the Project if structural engineering advice is necessary
in planning the positioning of heavy loads. Business machines and mechanical
equipment shall be placed and maintained by Tenant at Tenant's expense in
settings sufficient to absorb and prevent vibration, noise and annoyance. Safes
and other heavy equipment, the weight of which will not constitute a hazard or
damage the Project or its equipment, shall be moved into, from or about the
Project only during such hours and in such manner as shall be prescribed by
Landlord.
31) The Landlord reserves the right to rescind any of these rules and make
such other and further rules and regulations as in the judgment of Landlord
shall from time to time be needed for safety, protection, care and good order
therein, and in protection and comfort of its Tenants, their agents, employees
and invitees, including, but not limited to rules and regulations regarding
hours of access to the Project, which rules when made and notice thereof given
to a Tenant shall be binding upon him in like manner as if originally herein
prescribed. In the event of any conflict, inconsistency or other difference
between the terms and provisions of these rules and regulations and any lease
now or hereafter in effect between Landlord and any Tenant in the Project,
Landlord shall have the right to rely on the term or provision in either such
lease or such Rules and Regulations which is most restrictive on such Tenant and
most favorable to Landlord.
32) Landlord desires to maintain high standards of environment, comfort, and
convenience for its Tenants. It will be appreciated if any undesirable
conditions or lack or courtesy or attention by its employees is reported
directly to Landlord.
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EXHIBIT "B"
CONDOMINIUM / SUBLEASE RIDER
EXHIBIT to that Lease dated March 1, 0000 xxxxxxx XXXXXXXX XXXXXXXXXX SUNBELT
DEVELOPERS, INC. ("Landlord"), and GTC TELECOM, INC., A Nevada Corporation; XXXX
XXXXXXX, An Individual; and XXXX XXXXXX, An Individual, Jointly and Severally
("Tenant") for the premises at 0000 Xxxxxx Xxxxxx, Xxxxx X-000, Xxxxx Xxxx,
Xxxxxxxxxx 00000, consisting of approximately 2,425 rentable square feet.
RECITALS
A. Premises is a condominium which is a part of that certain condominium
project known as Executive Guild - Costa Mesa Business Park - Phase II (the
"Project").
B. The real property upon which the Project is constructed was owned by The
Irvine Company, a Michigan Corporation, and is now assigned to the Corp. of the
Presiding Xxxxxx of the Latter Day Saints and had been leased to Shearson
American Express Mortgage Corporation ("Shearson") and is now assigned to GE
Capital under that certain unrecorded Ground Lease, dated March 1, 1981, between
the Irvine Company, as lessor and Shearson as lessee; a Memorandum of which was
recorded on April 16, 1981, in Book 14022, Pages 858 to 860 of Official Records
of Orange County, California (said Ground Lease and the recorded Memorandum are
hereinafter collectively referred to as the "Ground Lease"). Landlord is a
subtenant of GE Capital Corporation as assignee under that certain Sublease
dated October 1984 (the "Shearson Lease").
C. There has been recorded upon the Project that certain Declaration of
Restrictions, which was recorded on June 8, 1981, in Book 14091, Pages 437, et
seq., of Official Records of Orange County, California ("the Declaration of
Restrictions"); and the Declaration of Annexation, which was recorded on June
17, 1983, as Instrument No. 83-024927 of Official Records of said County, and
Amendment there to recorded on February 14, 1983, as Instrument No. 83-070391 of
Official Records of said County (collectively the "Declaration of Annexation, as
amended").
Accordingly, Landlord and Tenant agree as follows:
1. This Lease is a sublease and is subject and subordinate to the terms and
provisions of the Ground Lease, the Shearson Lease, the Declaration of
Restrictions, the Declaration of Annexation, and the Association Management
Documents. The rights of Tenant to use, occupy and possess the Premises are
subject to Landlord's right to use, occupy, and possess the Premises as set
forth in the Ground Lease, the Shearson Lease, the Declaration of Restrictions,
the Declaration of Annexation and the Association Management Documents.
2. Tenant agrees to comply with all applicable provisions of the Ground
Lease, the Shearson Lease, the Declaration of Restrictions, the Declaration of
Annexation and the Association Management Documents. Tenants shall neither
suffer nor permit any breach of the terms and provisions of the Ground Lease,
the Shearson Lease, the Declaration of Restrictions, the Declaration of
Annexation, or the Association Management Documents; any breach of or default
under such terms and provisions shall represent a material default under this
lease.
3. Although care has been taken so that terms and provisions of the Lease,
and Tenant's rights hereunder, are not in conflict under the terms and
provisions of the Ground Lease, the Shearson Lease, the Declaration of
Restrictions, the Declaration of Annexation and/or the Association Management
Documents, to the extent that Landlord subsequently determines that any duty of
Landlord under this lease would require acts or omissions by Landlord which
would result in a breach of a term or provision of the Ground Lease, the
Shearson Lease, the Declaration of Restrictions, the Declaration of Annexations
and/or Association Management Documents, Landlord shall be excused from
performance of any duty under this lease.
4. Landlord agrees to use its best efforts to maintain the Ground Lease and
the Shearson Lease in full force and effect during the entire Term of this
Lease; provided, however, that if the Ground Lease or the Shearson Lease shall
for any reason whatsoever terminate prior to its entire Term, this Lease shall
concurrently terminate.
5. In the event that Landlord is in default under the terms or provisions of
the Ground Lease, the Shearson Lease, Declaration of Restrictions, Declaration
of Annexation and/or the Association Management Documents by reason of the
existence or non-existence of any particular term or provision of this Lease
(but not by reason of any act or omission taken under, or in violation of, any
particular term or provision of this Lease), then in that event Landlord and
Tenant agree that they shall execute an amendment to this Lease to cause the
deletion or addition of such particular term or condition as may be required
under the terms of the Ground Lease; provided, however, that Tenant may
terminate this Lease if any amendment would materially increase the obligations
of Tenant hereunder (for such purposes and without limitation of the materiality
standard, any amendment which would increase Tenant's cost of occupying the
Premises more than One Thousand Dollars ($1,000.00) in any one (1) year or which
would deny Tenant the substantial use and enjoyment of the Premises shall be
deemed material.
6. The "Premises", as it pertains to this Lease, shall include a
non-exclusive right to use the common area of the Project, such as landscaping
and driveways, in accordance with the Ground Lease, the Shearson Lease, the
Declaration of Restrictions, the Declaration of Annexation and the Association
Management Documents.
Landlord:
SOUTHERN CALIFORNIA SUNBELT DEVELOPERS, INC.
A California Corporation
By:__/S/ Xxx X. Baer_________ _____3/1/05______________
XXX X. XXXX, President Date
Tenant:
GTC TELECOM, INC.
A Nevada Corporation
By:_/s/ Xxxx Sandhu_________ _____3/3/05_________________
XXXX XXXXXX, President / CEO Date
By:__Paul Sandhu_________ _____3/3/05_________________
XXXX XXXXXX, Individually Dated
By:__Eric Clemons________ _____3/3/05__________________
XXXX XXXXXXX, Individually Dated
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EXHIBIT "C"
SITE PLAN OF PROJECT
[GRAPHIC OMITED]
EXHIBIT "D"
FLOOR PLAN OF PREMISES
EXHIBIT "E"
TENANT IMPROVEMENTS
GTC TELECOM, INC., A Nevada Corporation;
XXXX XXXXXXX, An Individual;
and XXXX XXXXXX, An Individual
Jointly and Severally
Suite K-103
The following Tenant Improvements are to be provided to Tenant by Landlord, at
Landlord's sole cost and expense:
- Construct a new wall dividing Suite K-103 from Suite K-105;
- Furnish and install new security door to secure premises from common area
hallway;
- Remove door between Conference Room and Common Area;
- Seal wall between Conference Room and Common Area, texture, primer and
paint;
- Cut out doorway between Conference Room and bullpen area of Suite K-103;
- Furnish and install door between Conference Room and bullpen area of Suite
K-103;
- Remove door between Xxxxxxx xxxx xx Xxxxx X-000 xxx Xxxxx X-000;
- Seal wall between Bullpen area of Suite K-103 and Suite K-108, texture,
primer and paint; and
- Clean premises thoroughly.
Any additional improvements, not currently anticipated or listed above,
requested by Tenant, either prior to or subsequent to Tenant's occupancy, shall
be at the Tenant's sole cost and expense. Additionally, any further Tenant
improvements, even if provided by and/or paid for by Tenant, must receive prior
written approval by Landlord, which will not be unreasonably
